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):  September 26, 1997

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



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


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



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





<PAGE>







Item 5.  Other Events

         On September 26, 1997,  World Access,  Inc.  ("World  Access") issued a
press release announcing that it would sell in a private placement  $100,000,000
aggregate principal amount of 4.5% convertible subordinated notes due October 1,
2002 (the  "Notes"),  which Notes are  convertible  into shares of World  Access
common  stock,  $.01 par value per share (the "Common  Stock"),  at a conversion
price of $37.03125 per share, subject to adjustment (the "Conversion Price").

         On October 1, 1997,  the Company  completed the sale of the Notes to BT
Alex. Brown Incorporated and Prudential Securities  Incorporated  (collectively,
the "Initial  Purchasers")  pursuant to that certain  Purchase  Agreement by and
between World Access and the Initial  Purchasers  dated as of September 26, 1997
(the  "Purchase  Agreement"),  at a  purchase  price  of 97%  of  the  aggregate
principal amount of the Notes,  representing an aggregate discount of $3,000,000
to the Initial  Purchasers.  Under the terms of the  Purchase  Agreement,  World
Access  granted  the Initial  Purchasers  an option  exercisable  for 30 days to
purchase up to an aggregate of $15,000,000  additional principal amount of Notes
to cover over-allotments, if any.

         The Notes were issued  pursuant to an Indenture  dated as of October 1,
1997 by and between World Access and First Union  National Bank, as trustee (the
"Indenture").  The Notes bear  interest at the rate of 4.5% per annum and mature
on October 1, 2002.  The Notes are  convertible  into  Common  Stock at any time
prior to the close of business on the maturity date, unless previously  redeemed
or  repurchased,   at  the  Conversion   Price.  The  Notes  are  unsecured  and
subordinated  in right of payment  in full to all  existing  and  future  Senior
Indebtedness  (as  defined in the  Indenture)  of World  Access.  If a Change of
Control (as defined in the  Indenture)  of World Access  occurs,  each holder of
Notes may require World Access to  repurchase  all or a portion of such holder's
Notes at 100% of the principal amount thereof, together with accrued interest to
the  repurchase  date.  The Notes are  redeemable by World Access any time after
October 1, 2000.

         World Access has agreed to file,  within 90 days  following  the latest
date of  original  issuance  of the Notes,  a shelf  registration  statement  in
respect of the Notes and the  Common  Stock  issuable  upon  conversion  thereof
pursuant to the Registration Rights Agreement dated as of October 1, 1997 by and
between  World  Access and the  Initial  Purchasers  (the  "Registration  Rights
Agreement").

         The foregoing summary of the Press Release, the Purchase Agreement, the
Indenture,  the Registration  Rights Agreement and the Notes does not purport to
be complete and is subject to, and  qualified  in its entirety by reference  to,
the full text of the Press Release,  the Purchase  Agreement,  the Indenture and
the  Registration  Rights  Agreement,  the forms of which are filed as  exhibits
hereto,  and the  Notes,  the forms of which are  included  as an exhibit to the
Indenture filed as an exhibit hereto.

<PAGE>

Item 7.  Exhibits

         The following exhibits are filed herewith by  direct  transmission  via
         "edgar."

         4.1      Indenture dated as of October 1, 1997  by  and  between  World
                  Access, Inc. and  First  Union National Bank, as trustee.

         10.1     Purchase  Agreement  dated  as of  September  26,  1997 by and
                  between World Access,  Inc., BT Alex.  Brown  Incorporated and
                  Prudential Securities Incorporated.

         10.2     Registration  Rights  Agreement dated as of October 1, 1997 by
                  and between World Access,  Inc., BT Alex.  Brown  Incorporated
                  and Prudential Securities Incorporated.

         99.1     Press release dated September 26, 1997.


Item 9.  Sales of Equity Securities Pursuant to Regulation S

         The response to Item 5 above is incorporated herein by reference.

         As  described  in  Item  5, on  October  1,  1997,  World  Access  sold
$100,000,000  aggregate  principal amount of the Notes to the Initial Purchasers
pursuant to the terms of the  Purchase  Agreement.  The sale of the Notes to the
Initial  Purchasers  was not  registered  under the  Securities  Act of 1933, as
amended (the "Securities Act"), in reliance on the exemption provided by Section
4(2) of the Securities Act. The Initial Purchasers resold $96,170,000  aggregate
principal  amount  of the  Notes in the  United  States  to  certain  "qualified
institutional  buyers"  pursuant  to Rule  144A  under  the  Securities  Act and
$3,830,000  aggregate principal amount of the Notes outside of the United States
to "non-U.S. persons" in reliance on Regulation S under the Securities Act.


<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 October 8, 1997.


<PAGE>


Exhibit 4.1




================================================================================

                              MMM DRAFT 9/30/1997





                               WORLD ACCESS, INC.



                                  $100,000,000
                  4.5% Convertible Subordinated Notes due 2002


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


                                   INDENTURE


                          Dated as of October 1, 1997


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




                           FIRST UNION NATIONAL BANK

                                    Trustee







================================================================================








<PAGE>


                                      

         INDENTURE  dated as of October 1, 1997,  between World Access,  Inc., a
Delaware corporation  (hereinafter sometimes called the "Company," as more fully
set forth in Section 1.1),  and First Union  National  Bank, a national  banking
association,  as trustee hereunder  (hereinafter sometimes called the "Trustee,"
as more fully set forth in Section 1.1).

                              W I T N E S S E T H:

         WHEREAS,  for its  lawful  corporate  purposes,  the  Company  has duly
authorized  the  issuance of its 4.5%  Convertible  Subordinated  Notes due 2002
(hereinafter sometimes called the "Notes"), in an aggregate principal amount not
to exceed $100,000,000 ($115,000,000 if the overallotment option is exercised in
full) and,  to provide the terms and  conditions  upon which the Notes are to be
authenticated,  issued  and  delivered,  the  Company  has duly  authorized  the
execution and delivery of this Indenture;

         WHEREAS,  the Notes, the certificate of  authentication  to be borne by
the Notes, a form of  assignment,  a form of option to elect  repurchase  upon a
Change in Control and a form of  conversion  notice to be borne by the Notes are
to be substantially in the forms hereinafter provided for; and

         WHEREAS, all acts and things necessary to make the Notes, when executed
by  the  Company  and  authenticated  and  delivered  by the  Trustee  or a duly
authorized  authenticating  agent,  as in this  Indenture  provided,  the valid,
binding and legal obligations of the Company, and to constitute these presents a
valid agreement  according to its terms,  have been done and performed,  and the
execution  of this  Indenture  and the issue  hereunder of the Notes have in all
respects been duly authorized.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That in order to declare the terms and conditions  upon which the Notes
are, and are to be, authenticated, issued and delivered, and in consideration of
the  premises and of the  purchase  and  acceptance  of the Notes by the Holders
thereof,  the  Company  covenants  and agrees with the Trustee for the equal and
proportionate  benefit of the respective  Holders from time to time of the Notes
(except as otherwise provided below), as follows:


                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1.         Definitions.

         The terms  defined in this  Section  1.1  (except  as herein  otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this  Indenture  and  of  any  indenture  supplemental  hereto  shall  have  the
respective  meanings specified in this Section 1.1. All other terms used in this
Indenture that are defined in the Trust  Indenture Act or which are by reference
therein  defined in the  Securities  Act (except as herein  otherwise  expressly
provided  or unless the  context  otherwise  requires)  shall have the  meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act as
in force at the date of the  execution of this  Indenture.  The words  "herein,"
"hereof,"  "hereunder," and words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other Subdivision. The terms
defined in this Article include the plural as well as the singular.

         "Affiliate" of any specified  Person means any other Person directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control"  when used with  respect to any  specified  Person  means 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;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

         "Agent" means any Registrar, Paying  Agent or  Conversion  Agent or any
successor thereto.

         "Board of Directors" means either the Board of Directors of the Company
or any committee of such Board duly authorized to act for it hereunder.

         "Business  Day" means any day other  than (i) a  Saturday  or Sunday or
(ii) a day on which banking  institutions in the City of New York are authorized
or required by law or executive order to remain closed.

         "Capitalized  Lease  Obligation"  means  indebtedness   represented  by
obligations  under a lease that is  required  to be  capitalized  for  financial
reporting purposes in accordance with generally accepted accounting  principles;
the  amount  of  such  indebtedness  shall  be the  capitalized  amount  of such
obligations determined in accordance with such principles.

         "Cash" or "cash" means such coin or currency of the United States as at
any time of payment is legal tender for the payment of public and private debts.

         "Cedel" means Cedel Bank, societe anonyme.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or if at any time after the
execution of this  instrument such Commission is not existing and performing the
duties  now  assigned  to it  under  the  Trust  Indenture  Act,  then  the body
performing such duties on such date.

         "Common Stock" means the common stock, par value $0.01 per share,of the
Company.

         "Company" means World Access,  Inc. until a successor corporation shall
have become such pursuant to the applicable  provisions of this  Indenture,  and
thereafter "Company" shall mean such successor corporation.

         "Corporate Trust Office" means the principal  offices of the Trustee at
which at any particular time its corporate trust business shall be administered,
which  offices  as of the date of this  Indenture  are  located at 901 East Cary
Street, Second Floor,  Richmond,  Virginia 23219 and 999 Peachtree Street, Suite
1100, Atlanta, Georgia 30309.

         "Custodian"  means First Union National Bank, as custodian with respect
to the Notes in global form, or any successor entity thereto.

         "Default" means any event which is, or after notice or passage of time,
or both, would be, an Event of Default.

         "Depositary"  means,  with  respect to the Notes  issued or issuable in
whole or in part in global form,  the Person  designated  as  Depositary  by the
Company  pursuant  to Section 2.8 with  respect to such Notes (or any  successor
thereto).

         "Designated  Senior  Indebtedness"  means  the  Company's  Indebtedness
outstanding  from  time to time  under its  revolving  credit  facility  and any
particular  Senior  Indebtedness in which the instrument  creating or evidencing
the same or the  assumption  or  guarantee  thereof  (or related  agreements  or
documents to which the Company is a party)  expressly  provides that such Senior
Indebtedness  shall be  "Designated  Senior  Indebtedness"  for  purposes of the
Indenture (provided that such instrument,  agreement or other document may place
limitations and conditions on the right of such Senior  Indebtedness to exercise
the rights of Designated Senior Indebtedness).

         "DTC" means The  Depository  Trust  Company,  a limited  purpose  trust
company organized under the laws of the State of New York.

         "Euroclear" means the Euroclear System.

         "Event of Default" means any event  specified in Section  7.1(a),  (b),
(c), (d), (e), (f), (g) or (h).

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

         "Holder"  or  "Noteholder"  means  a  Person  in  whose  name a Note is
registered on the Note Register.

         "Indebtedness"   means,  with  respect  to  any  Person,   and  without
duplication,  (a) the  principal  of and  premium,  if any, and interest on, and
fees, costs,  enforcement  expenses,  collateral  protection  expenses and other
reimbursement  or  indemnity  obligations  in  respect  to all  indebtedness  or
obligations of the Company to any Person,  including,  but not limited to, banks
and other lending institutions,  for money borrowed that is evidenced by a note,
bond, loan agreement,  or similar  instrument or agreement  (including  purchase
money   obligations  with  original   maturities  in  excess  of  one  year  and
noncontingent reimbursement obligations in respect of amounts paid under letters
of credit), (b) all reimbursement  obligations and other liabilities (contingent
or otherwise) of such Person with respect to letters of credit,  bank guarantees
or bankers'  acceptances,  (c) all obligations  and  liabilities  (contingent or
otherwise) in respect of Capitalized  Lease  Obligations on the balance sheet of
such Person,  (d) all obligations of such Person  (contingent or otherwise) with
respect to an interest  rate or other  swap,  cap or collar  agreement  or other
similar instrument or agreement or foreign currency hedge, exchange, purchase or
similar  instrument  or  agreement,  (e) all direct or  indirect  guaranties  or
similar  agreements by such Person in respect of, and obligations or liabilities
(contingent  or  otherwise)  of such Person to purchase or otherwise  acquire or
otherwise assure a creditor against loss in respect of indebtedness, obligations
or  liabilities  of another  Person of the kind described in clauses (a) through
(d), (f) any indebtedness or other  obligations,  excluding any operating leases
the Company is  currently  (or may become) a party to,  described in clauses (a)
through (d) secured by any mortgage,  pledge, lien or other encumbrance existing
on property  which is owned or held by such  Person,  regardless  of whether the
indebtedness or other obligation secured thereby shall have been assumed by such
Person and (g) any and all deferrals, renewals, extensions and refundings of, or
amendments,  modifications  or supplements to, any  indebtedness,  obligation or
liability of the kind described in clauses (a) through (f).

         "Indenture"  means  this  instrument  as  originally  executed  or,  if
supplemented or amended as herein provided, as so supplemented or amended.

         "Initial Purchasers"  means  BT Alex. Brown Incorporated and Prudential
Securities Incorporated.

         "Institutional  Accredited Investor" means an institutional  accredited
investor within the meaning of Rule  501(a)(1),  (2), (3) or (7) of Regulation D
under the Securities Act.

         "Officer"  means the Chairman of the Board,  the  President,  the Chief
Financial Officer, the Controller, the Secretary, any Assistant Secretary or any
Vice President of the Company.

         "Officer's Certificate" means a certificate signed by two Officers, one
of whom must be the Chairman of the Board,  the President,  the Chief  Financial
Officer or a Vice President of the Company.

         "Opinion of  Counsel"  means a written  opinion of counsel,  who may be
counsel for the Company, and who shall be acceptable to the Trustee.

         "Person" means any individual, corporation, partnership, joint venture,
trust,  association,   joint  stock  company,   unincorporated  organization  or
government or any agency or political subdivision thereof.

         "PORTAL  Market"  means  the  Private  Offerings,   Resales and Trading
through  Automated  Linkages  Market  operated by the  National  Association  of
Securities Dealers, Inc. or any successor thereto.

         "Principal" or  "principal"  of a debt  security,  including the Notes,
means the principal of the security plus, when appropriate, the premium, if any,
on the security.

         "QIB" shall mean a "qualified  institutional  buyer" as defined in Rule
144A under the Securities Act.

         "Redemption  Date," when used with  respect to any Note to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

         "Redemption  Price," when used with respect to any Note to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

         "Registration  Rights Agreement" means that certain Registration Rights
Agreement,  dated as of October 1, 1997,  between  the  Company  and the Initial
Purchasers.

         "Regulation D" means Regulation D promulgated  under the Securities Act
(or any successor provision), as it may be amended from time to time.

         "Regulation S" means Regulation S promulgated  under the Securities Act
(or any successor provision), as it may be amended from time to time.

         "Representative" means the indenture trustee or other trustee, agent or
representative for the holders of any Senior Indebtedness.

         "Senior Indebtedness" means the principal of, premium, if any, interest
(including  all  interest  accruing   subsequent  to  the  commencement  of  any
bankruptcy  or  similar  proceeding,  whether  or not a claim for  post-petition
interest is allowable as a claim in any such  proceeding) and rent payable on or
in connection with, and all fees,  costs,  expenses and other amounts accrued or
due on or in connection with,  Indebtedness of the Company,  whether outstanding
on the  date  of  this  Indenture  or  thereafter  created,  incurred,  assumed,
guaranteed or in effect  guaranteed  by the Company  (including  all  deferrals,
renewals,   extensions  or  refundings  of,  or  amendments,   modifications  or
supplements  to,  the   foregoing),   unless  in  the  case  of  any  particular
Indebtedness the instrument creating or evidencing the same or the assumption or
guarantee thereof expressly  provides that such Indebtedness shall not be senior
in right of payment to the Notes or expressly provides that such Indebtedness is
"pari passu" with or "junior" to the Notes.  Notwithstanding the foregoing,  the
term Senior  Indebtedness  shall not include any  Indebtedness of the Company to
any Subsidiary of the Company.

         "SEC" or "Commission" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended,  and the
rules and regulations promulgated thereunder.

         "Subsidiary"  means with  respect to any Person,  (i) any  corporation,
association or other business  entity of which more than 50% of the total voting
power of shares of capital stock entitled  (without  regard to the occurrence of
any  contingency)  to vote in the  election of  directors,  managers or trustees
thereof is at the time owned or  controlled,  directly  or  indirectly,  by such
person or one or more Subsidiaries of such person (or a combination thereof) and
(ii) any partnership (a) the sole general partner or managing general partner of
which is such  person or a  Subsidiary  of such  person or (b) the only  general
partners of which are such person or one or more Subsidiaries of such Person (or
any combination thereof).

         "TIA" or "Trust  Indenture  Act" means the Trust  Indenture Act of 1939
(15 U.S.C.  ss.ss.77aaa-77666),  as amended by the Trust Indenture Reform Act of
1990,  and as in effect on the date of this  Indenture,  except as  provided  in
Sections  11.3,  15.6 and 16.5,  and except to the extent any  amendment  to the
Trust  Indenture Act expressly  provides for  application of the Trust Indenture
Act as in effect on another date.

         "Trading  Day" or "trading  day" means,  with respect to any  security,
each Monday,  Tuesday,  Wednesday,  Thursday  and Friday,  other than any day on
which securities are not traded on the exchange or market in which such security
is traded.

         "Transfer  Agent" means the transfer  agent for the Common Stock as may
be designated by the Company from time to time.

         "Trustee"  means  the  party  named as such in this  Indenture  until a
successor  replaces it in accordance with the provisions of this Indenture,  and
thereafter means the successor.

         "Trust   Officer"   means  any  officer  of  the  Trustee  with  direct
responsibility  for the  administration  of this  Indenture  or who is otherwise
exercising judgment with respect to this Indenture.

         "U.S. Government  Obligations" means direct noncallable obligations of,
or noncallable  obligations  guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States is pledged.

         "Vice President" when used with respect to the Company,  means any duly
appointed  vice  president,  whether or not  designated by a number or a word or
words added before or after the title "vice president."

         Section 1.2.         Other Definitions.

         TERM                                  DEFINED IN SECTION
         "Change in Control"                   Section 16.4
         "Closing Price"                       Section 15.5
         "Conversion Agent"                    Section 2.5
         "Conversion Price"                    Section 15.4
         "Current Market Price"                Section 15.5
         "Defaulted Interest"                  Section 2.3
         "Expiration Time"                     Section 15.5
         "Interest Payment Date"               Section 2.3
         "Global Note"                         Section 2.8
         "Paying Agent"                        Section 2.5
         "Payment Blockage Notice"             Section 4.2
         "Purchased Shares"                    Section 15.5
         "Record Date"                         Section 15.5
         "Registrar"                           Section 2.5
         "Regulation S Global Notes"           Section 2.8
         "Rule 144A Global Notes"              Section 2.8
         "Securities"                          Section 15.5
         "Trigger Event"                       Section 15.5


         Section 1.3.         Rules of Construction.

         Unless the context otherwise requires:

                  (1)    a term has the meaning assigned to it;

                  (2) an accounting  term not otherwise  defined has the meaning
assigned to it in accordance with generally  accepted  accounting  principles in
effect  on the  date  hereof,  and any  other  reference  in this  Indenture  to
"generally  accepted   accounting   principles"  refers  to  generally  accepted
accounting principles in effect on the date hereof;

                  (3) words in the singular include the plural, and words in the
plural include the singular;

                  (4) provisions  apply to successive  events and  transactions;
and

                  (5) "herein," "hereof" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision.

                                    ARTICLE II
                                    THE NOTES

         Section 2.1.         Designation, Amount and Issue of Notes.

         The Notes shall be designated as "4.5% Convertible  Subordinated  Notes
due 2002." Notes to exceed the aggregate  principal  amount of $100,000,000  (or
$115,000,000  if the  over-allotment  option  set forth in  Section  2(b) of the
Purchase Agreement, dated September 26, 1997, by and between the Company and the
Initial  Purchasers is exercised in full) upon the execution of this  Indenture,
or (except  pursuant to Sections  2.8,  2.9,  15.2 and 16.1 hereof) from time to
time thereafter, may be executed by the Company and delivered to the Trustee for
authentication,  and the Trustee shall thereupon  authenticate  and deliver said
Notes to or upon the written order of the Company, signed by its (a) Chairman of
the Board,  President  or any Vice  President  and (b)  Treasurer  or  Assistant
Treasurer or its Secretary or Assistant Secretary, without any further action by
the Company hereunder.

         Section 2.2.         Form of Notes.

         The Notes and the Trustee's  certificate of  authentication to be borne
by such Notes shall be  substantially  in the form set forth in Exhibit A, which
is incorporated in and part of this Indenture, with such appropriate insertions,
omissions,  substitutions  and other  variations as are required or permitted by
this Indenture.

         Any of the Notes  may have  such  letters,  numbers  or other  marks of
identification  and such  notations,  legends and  endorsements  as the Officers
executing the same may approve (execution  thereof to be conclusive  evidence of
such  approval)  and as  are  not  inconsistent  with  the  provisions  of  this
Indenture,  or as may be  required  to  comply  with any law or with any rule or
regulation  made  pursuant  thereto  or  with  any  rule  or  regulation  of any
securities  exchange  or  automated  quotation  system on which the Notes may be
listed, or to conform to usage.

         Any Note in global form shall represent such of the  outstanding  Notes
as shall be  specified  therein and shall  provide that it shall  represent  the
aggregate  amount of  outstanding  Notes from time to time endorsed  thereon and
that the aggregate amount of outstanding Notes represented thereby may from time
to time be  increased or reduced to reflect  transfers  or  exchanges  permitted
hereby.  Any  endorsement  of a Note in global form to reflect the amount of any
increase or  decrease in the amount of  outstanding  Notes  represented  thereby
shall be made by the Trustee or the Custodian,  at the direction of the Trustee,
in such  manner  and upon  instructions  given by the  Holder  of such  Notes in
accordance  with this  Indenture.  Payment  of  principal  of and  interest  and
premium,  if any, on any Note in global form shall be made to the Holder of such
Note.

         The terms and  provisions  contained  in the form of Note  attached  as
Exhibit A hereto shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable,  the Company and the Trustee,  by their
execution  and  delivery of this  Indenture,  expressly  agree to such terms and
provisions and to be bound thereby.

         Neither the Company nor the Trustee shall have any  responsibility  for
any  defect in the CUSIP  number  that  appears  on any Note,  check,  advice of
payment or redemption  notice,  and any such document may contain a statement to
the effect that CUSIP numbers have been assigned by an  independent  service for
convenience  of reference  and that neither the Company nor the Trustee shall be
liable for any inaccuracy in such numbers.

         Section 2.3.      Date and Denomination of Notes; Payments of Interest.

         The Notes shall be  issuable  in  registered  form  without  coupons in
denominations of $1,000  principal  amount  ($100,000 and integral  multiples of
$1,000 in excess thereof, in the case of Notes issued pursuant to Regulation D).
Every Note  shall be dated  October  1, 1997 and shall  bear  interest  from the
applicable  date  in each  case as  specified  on the  face of the  form of Note
attached as Exhibit A hereto.  Interest on the Notes shall be paid in arrears on
each April 1 and October 1 commencing April 1, 1998. Interest on the Notes shall
be computed on the basis of a 360-day year comprised of twelve 30-day months.

         The  Person  in  whose  name  any Note is  registered  at the  close of
business on any record date with respect to any Interest Payment Date (including
any Note that is  converted  after the record date and on or before the Interest
Payment Date) shall be entitled to receive the interest payable on such Interest
Payment Date  notwithstanding  the  cancellation of such Note upon any transfer,
exchange  or  conversion  subsequent  to the record date and on or prior to such
Interest  Payment  Date,  provided,  that in the case of any  Note,  or  portion
thereof, called for redemption on a Redemption Date or repurchased in connection
with a Change in Control on a  repurchase  date that is after a record  date and
prior to (but excluding) the next  succeeding  Interest  Payment Date,  interest
shall not be paid to the Person in whose name the Note, or portion  thereof,  is
registered  on the close of business  on such record date and the Company  shall
have no  obligation  to pay interest on such Note or such portion  except to the
extent required to be paid upon redemption or repurchase of such Note or portion
thereof  pursuant to Section 3.1 or 16.1 hereof.  Interest may, at the option of
the  Company,  be paid by check mailed to the address of such Person on the Note
register  provided  that,  with respect to any Holder of Notes with an aggregate
principal  amount  equal to or in excess of  $5,000,000  at the  request of such
Holder in  writing  to the  Company at least five (5) days prior to the date set
for payment of interest  (which shall then furnish written notice to such effect
to the Trustee),  interest on such Holder's Notes shall be paid by wire transfer
in immediately available funds in accordance with the wire transfer instructions
supplied by such Holder to the Trustee and Paying Agent (if  different  from the
Trustee).  The term "Interest  Payment Date" shall mean April 1 and October 1 of
each year  commencing  on April 1, 1998.  The term "record date" with respect to
any interest payment date shall mean the March 15 or September 15 preceding said
April 1 or October 1, respectively.

         Any interest on any Note which is payable,  but is not punctually  paid
or duly provided for, on any said April 1 or October 1 (herein called "Defaulted
Interest")  shall be paid by the  Company,  at its  election  in each  case,  as
provided in clause (1) or (2) below.

                           (1)   The Company  may elect to make  payment of  any
Defaulted  Interest to the Persons in whose names are registered at the close of
business on a special  record date for the payment of such  Defaulted  Interest,
which  shall be fixed in the  following  manner.  The Company  shall  notify the
Trustee in writing of the amount of  Defaulted  Interest to be paid on each Note
and the date of payment  (which shall not be less than 25 days after the receipt
by the Trustee of such notice,  unless the Trustee  shall  consent to an earlier
date), and at the same time the Company shall deposit with the Trustee an amount
of money equal to the aggregate  amount to be paid in respect of such  Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment,  such money when deposited to be held
in trust for the benefit of the Persons  entitled to such Defaulted  Interest as
in this clause  provided.  Thereupon the Trustee shall fix a special record date
for the payment of such Defaulted  Interest which shall be not more than 15 days
and not less than ten (10) days prior to the date of the  proposed  payment  and
not less than ten (10) days after the  receipt  by the  Trustee of the notice of
the proposed  payment.  The Trustee  shall  promptly  notify the Company of such
special  record date and, in the name and at the expense of the  Company,  shall
cause notice of the proposed payment of such Defaulted  Interest and the special
record  date  therefor  to be  mailed,  first-class  postage  prepaid,  to  each
Noteholder at his address as it appears in the Note register,  not less than ten
(10) days prior to such special record date.  Notice of the proposed  payment of
such  Defaulted  Interest and the special  record date  therefor  having been so
mailed,  such Defaulted Interest shall be paid to the Persons in whose names the
Notes were  registered at the close of business on such special  record date and
shall no longer be payable pursuant to the following clause (2).

                           (2) The  Company  may make  payment of any  Defaulted
Interest in any other lawful
manner not  inconsistent  with the  requirements  of any securities  exchange or
automated  quotation  system on which the Notes may be listed or designated  for
listing,  and upon such notice as may be required by such  exchange or automated
quotation  system,  if,  after  notice is given by the Company in writing to the
Trustee of the proposed payment pursuant to this clause,  such manner of payment
shall be deemed practicable by the Trustee.

         Section 2.4.         Execution of Notes.

         The Notes  shall be signed in the name and on behalf of the  Company by
the manual or facsimile  signage of its Chairman of the Board,  President or any
Vice  President  and  attested  by the  manual  or  facsimile  signature  of its
Secretary or any of its Assistant Secretaries (which may be printed, engraved or
otherwise  reproduced  thereon,  by facsimile or otherwise).  Only such Notes as
shall bear thereon a certificate of authentication substantially in the form set
forth on the form of Note attached as Exhibit A hereto, manually executed by the
Trustee  (or an  authenticating  agent  appointed  by the Trustee as provided by
Section 17.11),  shall be entitled to the benefits of this Indenture or be valid
or  obligatory  for any  purpose.  Such  certificate  by the Trustee (or such an
authenticating  agent) upon any Note executed by the Company shall be conclusive
evidence  that  the  Note so  authenticated  has  been  duly  authenticated  and
delivered  hereunder  and that the Holder is  entitled  to the  benefits of this
Indenture. Each Note shall be dated the date of its authentication.

         In case any  Officer who shall have signed any of the Notes shall cease
to be such Officer before the Notes so signed shall have been  authenticated and
delivered by the Trustee, or disposed of by the Company, such Notes nevertheless
may be  authenticated  and  delivered  or  disposed  of as though the Person who
signed  such Notes had not ceased to be such  Officer and any Note may be signed
on behalf of the Company by such Persons as, at the actual date of the execution
of  such  Note,  shall  be the  proper  Officers,  although  at the  date of the
execution of this Indenture any such Person was not such an Officer.

         Section 2.5.         Registrar, Paying Agent and Conversion Agent.

         The  Company  shall  maintain  an office or agency  where  Notes may be
presented for  registration  of transfer or for exchange (the  "Registrar"),  an
office or agency where Notes may be presented for payment (the "Paying  Agent"),
an office or agency where Notes may be presented for conversion (the "Conversion
Agent") and an office or agency where notices and demands to or upon the Company
in respect of the Notes and this  Indenture may be served.  The Registrar  shall
keep a register of the Notes and of their transfer and exchange.

         The Company shall enter into an appropriate  agency  agreement with any
Agent  not a  party  to  this  Indenture.  The  agreement  shall  implement  the
provisions of this Indenture that relate to such Agent. The Company shall notify
the  Trustee in writing of the name and address of any Agent not a party to this
Indenture.  If  the  Company  fails  to  maintain  a  Registrar,  Paying  Agent,
Conversion  Agent or agent for service of notices and demands,  or fails to give
the foregoing notice, the Trustee shall act as such.

         The Company initially appoints the Trustee as Registrar,  Paying Agent,
Conversion Agent and agent for service of notices and demands in connection with
the Notes.

         Section 2.6.         Paying Agent to Hold Money in Trust.

         On or prior to each due date of the  principal  of or  interest  on any
Securities,  the Company shall deposit with the Paying Agent a sum sufficient to
pay such principal or interest so becoming due. Subject to Sections 4.1, 4.2 and
4.3,  the Paying  Agent  shall  hold in trust for the  benefit of Holders or the
Trustee all money held by the Paying  Agent for the payment of  principal  of or
interest  on the  Notes,  and shall  notify the  Trustee  of any  default by the
Company (or any other obligor on the Notes) in making any such  payment.  If the
Company or an  Affiliate of the Company acts as Paying  Agent,  it shall,  on or
before each due date of the principal of or interest on any Notes, segregate the
money and hold it as a separate  trust fund. The Company at any time may require
a Paying Agent to pay all money held by it to the Trustee and the Trustee may at
any time during the continuance of any default, upon written request to a Paying
Agent,  require such Paying  Agent to  forthwith  pay to the Trustee all sums so
held in trust by such Paying Agent.  Upon doing so, the Paying Agent (other than
the Company) shall have no further liability for the money.

         Section 2.7.         Noteholder Lists.

         The  Trustee  shall  preserve  in as  current  a form as is  reasonably
practicable  the most recent list  available to it of the names and addresses of
Holders.  If the Trustee is not the Registrar,  the Company shall furnish to the
Trustee on or before each  interest  payment date and at such other times as the
Trustee  may  request  in writing a list in such form and as of such date as the
Trustee may  reasonably  require of the names and addresses of Holders,  and the
Company shall otherwise comply with TIA Section 312(a).

         Section 2.8.         Exchange  and  Registration  of Transfer of Notes;
                              Restrictions on Transfer; Depositary.

         (a) The Company shall cause to be kept at the Corporate  Trust Office a
register  (the  register  maintained  in such office and in any other  office or
agency of the Company designated  pursuant to Section 5.3 being herein sometimes
collectively  referred  to as the "Note  register")  in which,  subject  to such
reasonable  regulations as it may  prescribe,  the Company shall provide for the
registration  of Notes and of transfers of Notes.  The Note register shall be in
written form or in any form capable of being  converted into written form within
a reasonably prompt period of time. The Trustee is hereby appointed  "Registrar"
for the purpose of registering  Notes and transfers of Notes as herein provided.
The Company may appoint one or more  co-Registrars  in  accordance  with Section
5.3.

                           Upon  surrender  for  registration  of   transfer  of
any  Note  to  the  Registrar  or  any  co-Registrar,  and  satisfaction  of the
requirements  for such transfer set forth in this Section 2.8, the Company shall
execute,  and the Trustee  shall  authenticate  and deliver,  in the name of the
designated  transferee or  transferees,  one or more new Notes of any authorized
denominations  and  of a  like  aggregate  principal  amount  and  bearing  such
restrictive legends as may be required by this Indenture.

                           Notes  may  be  exchanged  for  other  Notes  of  any
authorized  denominations  and  of  a  like  aggregate  principal  amount,  upon
surrender of the Notes to be  exchanged at any such office or agency  maintained
by the Company  pursuant to Section 5.3.  Whenever any Notes are so  surrendered
for exchange,  the Company shall execute, and the Trustee shall authenticate and
deliver,  the Notes  which the  Noteholder  making the  exchange  is entitled to
receive bearing registration numbers not contemporaneously outstanding.

                           Whenever any Notes are to be issued  pursuant to this
Indenture,  the Company  shall  deliver to the Trustee an Officer's  Certificate
specifying  the  amount of Notes to be  authenticated  and  certifying  that all
conditions  precedent to the issuance of such Notes  contained in this Indenture
have been complied with.

                           All Notes issued  upon any  registration  of transfer
or exchange of Notes shall be the valid  obligations of the Company,  evidencing
the same debt,  and entitled to the same benefits under this  Indenture,  as the
Notes surrendered upon such registration of transfer or exchange.

                           All Notes presented or surrendered  for  registration
of transfer or for exchange,  redemption,  repurchase or conversion shall (if so
required by the Company or the Registrar) be duly endorsed, or be accompanied by
a written  instrument or  instruments  of transfer in form  satisfactory  to the
Company and the Trustee,  and the Notes shall be duly executed by the Noteholder
thereof or his attorney duly authorized in writing.

                           No service charge shall be made for any  registration
of transfer  or  exchange  of Notes,  but the Company or the Trustee may require
payment of a sum sufficient to cover any tax,  assessment or other  governmental
charge that may be imposed in connection  with any  registration  of transfer or
exchange of Notes.

                           Neither the Company nor the Trustee nor any Registrar
nor any co-Registrar shall be required to exchange or register a transfer of (a)
any Notes for a period of 15 days next  preceding  any  selection of Notes to be
redeemed or (b) any Notes or portions thereof called for redemption  pursuant to
Article  III or (c) any Notes or portions  thereof  surrendered  for  conversion
pursuant to Article XV.

                           (b)  So long as the Notes are eligible for book-entry
settlement with the Depositary,  unless otherwise  required by law, all Notes to
be traded (i) on the PORTAL Market shall be represented by a Note in global form
(the "Rule 144A Global  Note") or (ii) to a Person who is not a U.S.  Person (as
defined in Regulation S) who is acquiring the Note in an offshore transaction (a
"Foreign Person") in accordance with Regulation S shall be represented by a Note
in global form (the  "Regulation S Global Note") (the Rule 144 A Global Note and
the Regulation S Global Note  collectively  referred to in this Indenture as the
"Global Note"), the Rule 144A Global Note and the Regulation S Global Note being
registered in the name of the Depositary or the nominee of the  Depositary.  The
transfer and exchange of beneficial interests in the Global Note, which does not
involve the issuance of a Note in certificated  form,  shall be effected through
the  Depositary,  in accordance with this Indenture  (including  restrictions on
transfer set forth herein) and the procedures of the Depositary therefor.

                           At any time at the  request of the  beneficial Holder
of an interest in the Global Note to obtain a Note in  certificated  form,  such
beneficial  Holder shall be entitled to obtain a Note in certificated  form upon
written request to the Trustee and the Custodian in accordance with the standing
instructions  and procedures  existing  between the Custodian and Depositary for
the issuance  thereof.  Upon receipt of any such  request,  the Trustee,  or the
Custodian at the discretion of the Trustee,  will cause,  in accordance with the
standing,  instructions  and procedures  existing between the Depositary and the
Custodian,  the  aggregate  principal  amount  of the Rule 144A  Global  Note or
Regulation S Global Note, as appropriate,  to be reduced by the principal amount
of the Note in certified form issued upon such request to such beneficial Holder
and,  following  such  reduction,  the Company will execute and the Trustee will
authenticate  and deliver to such  beneficial  Holder (or its nominee) a Note or
Notes in certificated form in the appropriate  aggregate principal amount in the
name of such  beneficial  Holder (or its nominee)  and bearing such  restrictive
legends as may be required by this Indenture.

                           Any  transfer of a  beneficial interest in the Global
Note which cannot be effected through book-entry  settlement must be effected by
the  delivery  to the  transferee  (or  its  nominee)  of a  Note  or  Notes  in
certificated  form  registered in the name of the transferee (or its nominee) on
the  books   maintained  by  the  Registrar  in  accordance  with  the  transfer
restrictions set forth herein.  With respect to any such transfer,  the Trustee,
or the Custodian at the direction of the Trustee, will cause, in accordance with
the standing instructions and procedures existing between the Depositary and the
Custodian,  the  aggregate  principal  amount  of the Rule 144A  Global  Note or
Regulation S Global Note to be reduced by the principal amount of the respective
beneficial  interest in the Rule 144A Global  Note or  Regulation  S Global Note
being  transferred and,  following such reduction,  the Company will execute and
the  Trustee  will   authenticate   and  deliver  to  the  transferee  (or  such
transferee's  nominee, as the case may be), a Note or Notes in certificated form
in the appropriate aggregate principal amount in the name of such transferee (or
its  nominee)  bearing  such  restrictive  legends  as may be  required  by this
Indenture.

                           (c) So long as the Notes are eligible for  book-entry
settlement, or unless otherwise
required by law,  upon any transfer of a Note in  certificated  form to a QIB in
accordance  with Rule 144A or a Foreign Person in accordance with the Regulation
S,  and  upon  receipt  of the  Note or  Notes  in  certificated  form  being so
transferred,  together  with  a  certification  from  the  transferor  that  the
transferee is a QIB or a Foreign Person (or other evidence  satisfactory  to the
Trustee),  the  Trustee  shall  make,  or  direct  the  Custodian  to  make,  an
endorsement  on the Rule 144A Global Note or Regulation S Global Note to reflect
an increase in the aggregate  principal  amount of the Notes  represented by the
Rule 144A Global Note or Regulation S Global Note,  and the Trustee shall cancel
such Note or Notes in  certificated  form and cause,  or direct the Custodian to
cause,  in accordance  with the standing  instructions  and procedures  existing
between the  Depositary  and the Custodian,  the aggregate  principal  amount of
Notes represented by the Rule 144A Global Note or Regulation S Global Note to be
increased  accordingly  provided that no Note in  certificated  form, or portion
thereof, in respect of which the Company or an Affiliate of the Company held any
beneficial  interest  shall be  included  in the Global  Note until such Note in
certificated  form is freely  tradable in accordance  with Rule 144(k)  provided
further  that the  Trustee  shall  issue  Notes in  certificated  form  upon any
transfer  of a  beneficial  interest  in the  Global  Note to the  Company or an
Affiliate of the Company.

                           Any   Global  Note  may  be  endorsed  with  or  have
incorporated  in the text  thereof  such  legends or  recitals  or  changes  not
inconsistent  with the  provisions  of this  Indenture as may be required by the
Custodian,  the Depositary or by the National Association of Securities Dealers,
Inc. in order for the Notes to be  tradable on the PORTAL  Market or tradable on
Euroclear  or Cedel or as may be  required  for the Notes to be  tradable on any
other  market  developed  for  trading of  securities  pursuant  to Rule 144A or
Regulation S under the  Securities Act or required to comply with any applicable
law or any  regulation  thereunder  or with the  rules  and  regulations  of any
securities  exchange or automated  quotation  system upon which the Notes may be
listed or traded  or to  conform  with any usage  with  respect  thereto,  or to
indicate any special  limitations or restrictions to which any particular  Notes
are subject.

                           (d) Every Note that bears or is  required  under this
Section 2.8(d) to bear the
legend set forth in this Section  2.8(d)  (together with any Common Stock issued
upon  conversion  of the  Notes and  required  to bear the  legend  set forth in
Section 2.8(e),  collectively,  the "Restricted  Notes") shall be subject to the
restrictions on transfer set forth in this Section 2.8(d)  (including  those set
forth in the legend set forth below) unless such  restrictions on transfer shall
be  waived  by  written  consent  of the  Company  (with  written  notice to the
Trustee),  and the Holder of each such  Restricted  Note,  by such  Noteholder's
acceptance thereof,  agrees to be bound by all such restrictions on transfer. As
used in Section 2.8(d) and 2.8(e),  the term  "transfer"  encompasses  any sale,
pledge, transfer or other disposition whatsoever of any Restricted Note.

                           Until  two  (2) years  after  the  original  issuance
date of any Note, any certificate  evidencing such Note (and all Notes issued in
exchange  therefor or  substitution  thereof,  other than Common Stock,  if any,
issued upon conversion thereof, which shall bear the legend set forth in Section
2.8(e),  if applicable) shall bear a legend in substantially the following form,
unless otherwise  agreed by the Company in writing,  with written notice thereof
to the Trustee:

                           THE NOTE  EVIDENCED  HEREBY HAS NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE U.S.
SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "SECURITIES  ACT")  OR  ANY  STATE
SECURITIES LAWS, AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE  ACCOUNT OR BENEFIT  OF,  U.S.  PERSONS,  EXCEPT AS SET
FORTH BELOW.

                           BY ITS ACQUISITION HEREOF, THE HOLDER: (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED  INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE  SECURITIES  ACT) OR (B) IT IS AN  INSTITUTIONAL  "ACCREDITED  INVESTOR" (AS
DEFINED  IN  RULE  501(a)(1),   (2),  (3)  or  (7)  UNDER  THE  SECURITIES  ACT)
("INSTITUTIONAL  ACCREDITED  INVESTOR")  OR (C) IT IS NOT A U.S.  PERSON  AND IS
ACQUIRING THE NOTE EVIDENCED HEREBY IN AN OFFSHORE TRANSACTION;  (2) AGREES THAT
IT WILL NOT PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF THE  ORIGINAL
ISSUANCE OF THE NOTE  EVIDENCED  HEREBY AND THE LAST DATE ON WHICH WORLD ACCESS,
INC.  (THE  "COMPANY")  OR ANY  "AFFILIATE"  (AS  DEFINED  IN RULE 144 UNDER THE
SECURITIES  ACT) OF THE  COMPANY  WAS THE  OWNER OF THE NOTE  (THE  "RESTRICTION
TERMINATION DATE") RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE
COMMON STOCK ISSUABLE UPON  CONVERSION OF SUCH NOTE EXCEPT (A) TO THE COMPANY OR
ANY   SUBSIDIARY   THEREOF,   (B)  INSIDE  THE  UNITED  STATES  TO  A  QUALIFIED
INSTITUTIONAL  BUYER IN COMPLIANCE  WITH RULE 144A UNDER THE SECURITIES ACT, (C)
INSIDE THE UNITED STATES TO AN INSTITUTIONAL  ACCREDITED INVESTOR THAT, PRIOR TO
SUCH  TRANSFER,  FURNISHES  TO FIRST  UNION  NATIONAL  BANK,  AS  TRUSTEE  (OR A
SUCCESSOR   TRUSTEE,   AS  APPLICABLE),   A  SIGNED  LETTER  CONTAINING  CERTAIN
REPRESENTATIONS  AND AGREEMENTS  RELATING TO THE RESTRICTIONS ON TRANSFER OF THE
NOTE  EVIDENCED  HEREBY  (THE FORM OF WHICH  LETTER  CAN BE  OBTAINED  FROM SUCH
TRUSTEE OR A SUCCESSOR TRUSTEE, AS APPLICABLE), (D) OUTSIDE THE UNITED STATES IN
AN OFFSHORE  TRANSACTION IN COMPLIANCE  WITH RULE 904 UNDER THE SECURITIES  ACT,
(E) PURSUANT TO THE EXEMPTION FROM  REGISTRATION  PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED  EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH TRANSFER);  AND (3) AGREES THAT IT WILL DELIVER TO
EACH  PERSON  TO  WHOM  THE  NOTE  EVIDENCED  HEREBY  IS  TRANSFERRED  A  NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

                           IN CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED
HEREBY  BEFORE THE  RESTRICTION  TERMINATION  DATE,  THE  HOLDER  MUST CHECK THE
APPROPRIATE  BOX SET FORTH ON THE REVERSE HEREOF  RELATING TO THE MANNER OF SUCH
TRANSFER  AND SUBMIT THIS NOTE TO FIRST UNION  NATIONAL  BANK,  AS TRUSTEE (OR A
SUCCESSOR  TRUSTEE,  AS  APPLICABLE).  IF THE  PROPOSED  TRANSFER IS PURSUANT TO
CLAUSE (C), (D) OR (E) ABOVE, THE HOLDER MUST,  PRIOR TO SUCH TRANSFER,  FURNISH
TO  FIRST  UNION  NATIONAL  BANK,  AS  TRUSTEE  (OR  A  SUCCESSOR  TRUSTEE,   AS
APPLICABLE), SUCH CERTIFICATIONS,  LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY
REASONABLY  REQUIRE TO CONFIRM THAT SUCH  TRANSFER IS BEING MADE  PURSUANT TO AN
EXEMPTION  FROM,  OR  IN  A  TRANSACTION   NOT  SUBJECT  TO,  THE   REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

                           THIS  LEGEND  WILL BE  REMOVED  AFTER  THE EXPIRATION
OF TWO YEARS FROM THE ORIGINAL  ISSUANCE OF THE NOTE EVIDENCED  HEREBY.  AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

                           Any Note  (or   security   issued   in   exchange  or
substitution  therefor)  as to which such  restrictions  on transfer  shall have
expired in accordance with their terms or as to which the conditions for removal
of the  foregoing  legend  set forth  therein  have  been  satisfied  may,  upon
surrender of such Note for  exchange to the  Registrar  in  accordance  with the
provisions  of this Section 2.8, be exchanged  for a new Note or Notes,  of like
tenor and  aggregate  principal  amount,  which  shall not bear the  restrictive
legend required by this Section 2.8(d).

                          Notwithstanding any other provisions of this Indenture
(other than the provisions  set forth in the second  paragraph of Section 2.8(b)
and in this Section  2.8(d),  a Global Note may not be transferred as a whole or
in part except by the  Depositary to a nominee of the Depositary or by a nominee
of the Depositary to the  Depositary or another  nominee of the Depositary or by
the  Depositary  or any such nominee to a successor  Depositary  or a nominee of
such successor Depositary.

                           The  Depositary shall be a clearing agency registered
under the Exchange  Act. The Company  initially  appoints The  Depository  Trust
Company to act as Depositary  with respect to the Global Notes.  Initially,  the
Rule 144A Global Note shall be deposited  with, or on behalf of, the  Depositary
and  registered  in the name of Cede & Co.,  as the  nominee of the  Depositary.
Initially,  the  Regulation S Global Note shall be deposited  with, or on behalf
of, the  Depositary  and registered in the name of Cede & Co., as the nominee of
the Depositary, for the accounts of Euroclear and Cedel.

                           The  Trustee is hereby  authorized  and  requested to
execute  and  deliver a Letter  of  Representation  to the  Depositary  and,  in
connection  with any  successor  nominee  for the  Depositary  or any  successor
Depositary,  enter into comparable arrangements,  and shall have the same rights
with  respect to its  actions  thereunder  as it has with  respect to its action
under this Indenture.

                           If  at any time the  Depositary  for the Global  Note
notifies the Company  that it is  unwilling or unable to continue as  Depositary
for the Global Note, the Company may appoint a successor Depositary with respect
to such Global Note.  If a successor  Depositary is not appointed by the Company
within 90 days after the Company receives such notice, the Company will execute,
and the Trustee, upon receipt of an Officers' Certificate for the authentication
and delivery of Notes,  will  authenticate  and deliver,  Notes in  certificated
form,  in an aggregate  principal  amount equal to the  principal  amount of the
Global Note, in exchange for the Global Note.

                           If a Note in certificated  form is issued in exchange
for any  portion of a Global  Note after the close of  business at the office or
agency where such  exchange  occurs on any record date and before the opening of
business at such office or agency on the next succeeding  Interest Payment Date,
interest  will not be payable on such  interest  payment date in respect of such
Note,  but will be payable on such  interest  payment date only to the Person to
whom  interest  in respect of such  portion  of such  Global  Note is payable in
accordance with the provisions of this Indenture.

                           Notes in  certificated  form issued  in  exchange for
all or a part of a Global Note  pursuant to this Section 2.8 shall be registered
in such names and in such authorized  denominations as the Depositary,  pursuant
to  instruction  from its direct or indirect  participants  or otherwise,  shall
instruct the Trustee in writing. Upon execution and authentication,  the Trustee
shall deliver such Notes in certificated form to the Persons in whose names such
Notes in certificated form are so registered.

                           At such time as all interests in a Global  Note  have
been  redeemed,  repurchased,   converted,  canceled,  exchanged  for  Notes  in
certificated  form,  or  transferred  to a  transferee  who  receives  Notes  in
certificated form, such Global Note shall, upon receipt thereof,  be canceled by
the Trustee in accordance  with standing  procedures and  instructions  existing
between  the  Depositary   and  the  Custodian.   At  any  time  prior  to  such
cancellation,  if any  interest  in a  Global  Note is  exchanged  for  Notes in
certificated form, redeemed, converted,  repurchased or canceled, or transferred
to a transferee who receives Notes in certificated  form therefor or any Note in
certificated  form is exchanged or  transferred  for part of a Global Note,  the
principal  amount of such Global Note shall,  in  accordance  with the  standing
procedures and  instructions  existing between the Depositary and the Custodian,
be  appropriately  reduced or increased,  as the case may be, and an endorsement
shall be made on such  Global  Note,  by the  Trustee or the  Custodian,  at the
direction of the Trustee, to reflect such reduction or increase. In the event of
any transfer of any  beneficial  interest  between the Rule 144A Global Note and
the  Regulation S Global Note in  accordance  with the standing  procedures  and
instructions   between  the  Depositary  and  the  Custodian  and  the  transfer
restrictions  set forth herein,  the aggregate  principal  amount of each of the
Rule 144A Global Note and the  Regulation  S Global Note shall be  appropriately
increased or decreased,  as the case may be, and an endorsement shall be made on
each of the Rule  144A  Global  Note  and the  Regulation  S Global  Note by the
Trustee or the  Custodian,  at the  direction  of the  Trustee,  to reflect such
reduction or increase.

                           (e) Until two (2) years after the  original  issuance
date of any Note, any stock
certificate  representing Common Stock issued upon conversion of such Note shall
bear a legend in substantially  the following form, unless such Common Stock has
been  transferred  pursuant to a  registration  statement that has been declared
effective  under the Securities Act (and which  continues to be effective at the
time of such  transfer) or such Common Stock has been issued upon  conversion of
Notes that have been transferred  pursuant to a registration  statement that has
been declared  effective under the Securities Act, or unless otherwise agreed by
the Company in writing with written notice thereof to the Transfer Agent and the
Registrar:

                           THE  COMMON  STOCK   EVIDENCED   HEREBY  HAS NOT BEEN
REGISTERED  UNDER THE U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES
ACT"), OR ANY STATE  SECURITIES  LAWS, AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR
SOLD  WITHIN THE UNITED  STATES OR TO, OR FOR THE  ACCOUNT OR BENEFIT  OF,  U.S.
PERSONS EXCEPT AS SET FORTH BELOW.

                           THE HOLDER  HEREOF AGREES THAT PRIOR TO THE DATE THAT
IS TWO  YEARS  AFTER  THE LATER OF THE  ORIGINAL  ISSUANCE  OF THE NOTE UPON THE
CONVERSION  OF WHICH THE COMMON STOCK  EVIDENCED  HEREBY WAS ISSUED AND THE LAST
DATE ON WHICH WORLD ACCESS,  INC. (THE COMPANY") OR ANY  "AFFILIATE" (AS DEFINED
IN RULE 144 UNDER THE  SECURITIES  ACT) OF THE COMPANY WAS THE OWNER OF THE NOTE
OR THE COMMON STOCK EVIDENCED HEREBY (THE "RESTRICTION  TERMINATION  DATE"); (1)
IT WILL NOT RESELL OR  OTHERWISE  TRANSFER  THE COMMON  STOCK  EVIDENCED  HEREBY
EXCEPT (A) TO THE  COMPANY,  OR ANY  SUBSIDIARY  THEREOF,  (B) INSIDE THE UNITED
STATES TO A "QUALIFIED  INSTITUTIONAL  BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN COMPLIANCE WITH RULE 144A, (C) INSIDE THE UNITED STATES TO AN
INSTITUTIONAL  "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1),  (2), (3) OR
(7)  UNDER  THE  SECURITIES  ACT)  THAT,  PRIOR TO SUCH  TRANSFER  FURNISHES  TO
CONTINENTAL STOCK TRANSFER AND TRUST COMPANY,  AS TRANSFER AGENT (OR A SUCCESSOR
TRANSFER   AGENT,   AS   APPLICABLE),   A  SIGNED  LETTER   CONTAINING   CERTAIN
REPRESENTATIONS  AND AGREEMENTS  RELATING TO THE RESTRICTIONS ON TRANSFER OF THE
COMMON STOCK  EVIDENCED  HEREBY (THE FORM OF WHICH  LETTER CAN BE OBTAINED  FROM
SUCH TRANSFER AGENT OR A SUCCESSOR  TRANSFER AGENT, AS APPLICABLE),  (D) OUTSIDE
THE UNITED STATES IN AN OFFSHORE  TRANSACTION IN COMPLIANCE  WITH RULE 904 UNDER
THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION  PROVIDED BY
RULE  144  UNDER  THE  SECURITIES  ACT  (IF  AVAILABLE),  OR (F)  PURSUANT  TO A
REGISTRATION  STATEMENT  WHICH HAS BEEN DECLARED  EFFECTIVE UNDER THE SECURITIES
ACT (AND WHICH  CONTINUES  TO BE EFFECTIVE  AT THE TIME OF SUCH  TRANSFER);  (2)
PRIOR TO SUCH TRANSFER  BEFORE THE  RESTRICTION  TERMINATION  DATE (OTHER THAN A
TRANSFER  PURSUANT TO CLAUSE 1(F)  ABOVE),  IT WILL  FURNISH  CONTINENTAL  STOCK
TRANSFER AND TRUST COMPANY, AS TRANSFER AGENT (OR A SUCCESSOR TRANSFER AGENT, AS
APPLICABLE), SUCH CERTIFICATIONS,  LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY
REASONABLY  REQUIRE TO CONFIRM THAT SUCH  TRANSFER IS BEING MADE  PURSUANT TO AN
EXEMPTION  FROM,  OR  IN  A  TRANSACTION   NOT  SUBJECT  TO,  THE   REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND (3) IT WILL  DELIVER TO EACH PERSON TO
WHOM THE COMMON STOCK  EVIDENCED  HEREBY IS  TRANSFERRED  (OTHER THAN A TRANSFER
PURSUANT  TO CLAUSE  1(F)  ABOVE) A NOTICE  SUBSTANTIALLY  TO THE EFFECT OF THIS
LEGEND.

                           THIS  LEGEND   WILL BE REMOVED  UPON THE  EARLIER  OF
THE TRANSFER OF THE COMMON STOCK EVIDENCED  HEREBY PURSUANT TO CLAUSE 1(F) ABOVE
OR UPON THE  RESTRICTION  TERMINATION  DATE OR UPON THE EARLIER  SATISFACTION OF
CONTINENTAL STOCK TRANSFER AND TRUST COMPANY,  AS TRANSFER AGENT (OR A SUCCESSOR
TRANSFER  AGENT,  AS  APPLICABLE),  THAT THE  COMMON  STOCK HAS BEEN OR IS BEING
OFFERED AND SOLD IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT.

                           AS USED HEREIN,  THE  TERMS  "OFFSHORE  TRANSACTION,"
"UNITED STATES" AND "U.S.  PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
S UNDER THE SECURITIES ACT.

                           Any such  Common Stock as to which such  restrictions
on transfer shall have expired in accordance with their terms or as to which the
conditions  for  removal of the  foregoing  legend set forth  therein  have been
satisfied may, upon surrender of the  certificates  representing  such shares of
Common  Stock for exchange in  accordance  with the  procedures  of the transfer
agent for the Common Stock,  be exchanged for a new  certificate or certificates
for a like  number  of  shares  of  Common  Stock,  which  shall  not  bear  the
restrictive legend required by this Section 2.8(e). The Company shall advise the
Trustee  in  writing  as to the  termination  of the  restricted  period and the
Trustee may rely conclusively thereon.

                           (f)  Any  certificate evidencing a Note that has been
transferred  to an  Affiliate  of the  Company  within  two (2) years  after the
original issuance date of the Note, as evidenced by a notation on the Assignment
Form for such  transfer or in the  representation  letter  delivered  in respect
thereof  (substantially  in the form  attached  as an  exhibit  to the  Offering
Memorandum),  shall, until two (2) years after the last day on which the Company
or any  Affiliate  of the  Company  was an owner of such Note,  bear a legend in
substantially  the following form,  unless otherwise agreed by the Company (with
written notice thereof to the Trustee):

                           THE  NOTE  EVIDENCED  HEREBY HAS NOT BEEN  REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS, AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED  STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.  PERSONS  EXCEPT AS
SET FORTH IN THE FOLLOWING SENTENCE.

                           BY  ACQUISITION  HEREOF,  THE HOLDER  AGREES (1) THAT
IT WILL NOT RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE COMMON
STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE EXCEPT (A) TO WORLD ACCESS,  INC. OR
ANY SUBSIDIARY THEREOF, (B) IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT
OR (C) PURSUANT TO THE EXEMPTION  FROM  REGISTRATION  PROVIDED BY RULE 144 UNDER
THE SECURITIES ACT (IF AVAILABLE) AND (2) THAT IT WILL DELIVER TO EACH PERSON TO
WHOM THE NOTE  EVIDENCED  HEREBY IS  TRANSFERRED A NOTICE  SUBSTANTIALLY  TO THE
EFFECT OF THIS  LEGEND.  THIS LEGEND  SHALL BE REMOVED  UPON THE TRANSFER OF THE
NOTE EVIDENCED  HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE
PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE.

                           IF THE PROPOSED TRANSFER IS PURSUANT TO THE EXEMPTION
FROM  REGISTRATION  PROVIDED BY RULE 144 UNDER THE  SECURITIES  ACT,  THE HOLDER
MUST,  PRIOR TO SUCH  TRANSFER,  FIRST  UNION  NATIONAL  BANK,  AS TRUSTEE (OR A
SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS,  LEGAL OPINIONS OR OTHER
INFORMATION AS THE COMPANY MAY REASONABLY  REQUIRE TO CONFIRM THAT SUCH TRANSFER
IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                           AS  USED HEREIN,  THE TERMS "UNITED STATES" AND "U.S.
PERSON" HAVE THE  MEANINGS  GIVEN TO THEM BY  REGULATION S UNDER THE  SECURITIES
ACT.

                           Any  stock  certificate  representing   Common  Stock
issued upon  conversion  of such Note shall also bear a legend in  substantially
the form indicated  above,  unless otherwise agreed by the Company (with written
notice thereof to the Trustee).

                           (g)   Neither  the  Company  nor  the  Trustee  shall
have any  responsibility  for any actions taken or not taken by the  Depositary,
Euroclear or Cedel.

         Section 2.9.         Mutilated, Destroyed, Lost or Stolen Notes.

         In case  any Note  shall  become  mutilated  or be  destroyed,  lost or
stolen,  the  Company  in its  discretion  may  execute  and upon  receipt of an
Officer's Certificate for the authentication and delivery of Notes, the Trustee,
or an  authenticating  agent appointed by the Trustee,  shall  authenticate  and
deliver  a new Note,  bearing a number  not  contemporaneously  outstanding,  in
exchange  and  substitution  for  the  mutilated  Note,  or in  lieu  of  and in
substitution  for the Note so  destroyed,  lost or  stolen.  In  every  case the
applicant  for a substituted  Note shall furnish to the Company,  to the Trustee
and, if applicable,  to such authenticating  agent such security or indemnity as
may be required by them to save each of them  harmless for any loss,  liability,
cost or expense  caused by or connected  with such  substitution,  and, in every
case of destruction,  loss or theft, the applicant shall furnish to the Company,
to the Trustee and, if  applicable,  to such  authenticating  agent  evidence to
their  satisfaction  of the  destruction,  loss or theft of such Note and of the
ownership thereof.

         The  Trustee or such  authenticating  agent may  authenticate  any such
substituted  Note and  deliver  the same upon the  receipt of such  security  or
indemnity as the Trustee,  the Company and, if applicable,  such  authenticating
agent may require. Upon the issuance of any substituted Note, the Company or the
Trustee may require  the payment of a sum  sufficient  to cover any tax or other
governmental  charge  that may be  imposed  in  relation  thereto  and any other
expenses connected therewith.  In case any Note which has matured or is about to
mature or has been called for redemption or is about to be converted into Common
Stock shall become mutilated or be destroyed,  lost or stolen,  the Company may,
instead of issuing a substitute Note, pay or authorize the payment of or convert
or authorize the conversion of the same (without surrender thereof except in the
case of a mutilated Note), as the case may be, if the applicant for such payment
or conversion  shall furnish to the Company,  to the Trustee and, if applicable,
to such  authenticating  agent such  security or indemnity as may be required by
them to save each of them  harmless  for any loss,  liability,  cost or  expense
caused by or connected with such substitution, and, in case of destruction, loss
or theft,  evidence satisfactory to the Company, the Trustee and, if applicable,
any Paying Agent or Conversion Agent of the  destruction,  loss or theft of such
Note and of the ownership thereof.

         Every substitute Note issued pursuant to the provisions of this Section
2.9 by  virtue  of the fact that any Note is  destroyed,  lost or  stolen  shall
constitute an additional contractual  obligation of the Company,  whether or not
the  destroyed,  lost or stolen  Note  shall be found at any time,  and shall be
entitled to all the benefits of (but shall be subject to all the limitations set
forth in) this Indenture equally and proportionally with any and all other Notes
duly issued  hereunder.  To the extent permitted by law, all Notes shall be held
and owned upon the express condition that the foregoing provisions are exclusive
with  respect  to  the  replacement  or  payment  or  conversion  of  mutilated,
destroyed,  lost or stolen Notes and shall  preclude any and all other rights or
remedies notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the  replacement or payment or conversion of negotiable
instruments or other securities without their surrender.

         Section 2.10.        Treasury Notes.

         In determining  whether the Holders of the required principal amount of
Notes have concurred in any notice, direction, waiver or consent, Notes owned by
the Company or any other obligor on the Notes or by any Affiliate of the Company
or of such other  obligor on the Notes shall be  disregarded,  except that,  for
purposes of determining whether the Trustee shall be protected in relying on any
such  notice,  direction,  waiver or consent,  only Notes which a Trust  Officer
knows  are so owned  shall be so  disregarded.  Notes so owned  which  have been
pledged in good faith shall not be disregarded if the pledgee establishes to the
satisfaction  of the Trustee the  pledgee's  right so to act with respect to the
Notes and that the pledgee is not the Company or any other  obligor on the Notes
or any Affiliate of the Company or of such other obligor.

         Section 2.11.        Temporary Notes.

         Until definitive Notes are ready for delivery,  the Company may prepare
and execute, and, upon the order of the Company, the Trustee, upon receipt of an
Officer's  Certificate  for the  authentication  and  delivery  of Notes,  shall
authenticate and deliver temporary Notes. Temporary Notes shall be substantially
in the form of definitive  Notes but may have variations that the Company,  with
the  consent of the  Trustee,  considers  appropriate  for  temporary  Notes (as
conclusively  evidenced by its  execution of such Notes).  Without  unreasonable
delay, the Company shall prepare and execute and the Trustee, upon receipt of an
Officer's  Certificate  for the  authentication  and  delivery  of Notes,  shall
authenticate and deliver definitive Notes in exchange for temporary Notes. Until
so exchanged,  the Temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as definitive Notes.

         Section 2.12.        Cancellation.

         All  Notes   surrendered  for  the  purpose  of  payment,   redemption,
repurchase,   conversion,  exchange  or  registration  of  transfer,  shall,  if
surrendered  to the  Company  or  any  Paying  Agent  or  any  Registrar  or any
Conversion Agent, be surrendered to the Trustee and promptly canceled by it, or,
if  surrendered to the Trustee,  shall be promptly  canceled by it, and no Notes
shall be issued in lieu  thereof  except as  expressly  permitted  by any of the
provisions  of  this  Indenture  provided  that  any  Note  or  portion  thereof
surrendered  for repurchase  shall only be canceled at such time as such Note or
portion thereof has been repurchased pursuant to Article XVI hereof. The Trustee
shall destroy  canceled  Notes  (unless the Company  directs it in writing to do
otherwise)  and,  after such  destruction,  shall,  if requested by the Company,
deliver a certificate of such  destruction to the Company.  If the Company shall
acquire any of the Notes, such acquisitions shall not operate as a redemption or
satisfaction of the indebtedness  represented by such Notes unless and until the
same are delivered to the Trustee for cancellation.

         Section 2.13.        Deposit of Funds.

         Prior to 10:00 a.m.  New York City time on each  Interest  Payment Date
and the  maturity  date,  the Company  shall  deposit  with the Paying  Agent in
immediately  available  funds  sufficient to make cash payments,  if any, due on
such  Interest  Payment Date or maturity  date,  as the case may be, in a timely
manner which  permits the Paying  Agent to remit  payment to the Holders on such
Interest Payment Date or maturity date, as the case may be.

                                   ARTICLE III
                               REDEMPTION OF NOTES

         Section 3.1.         Right to Redeem; Notice to Trustee.

         The Notes shall not be redeemable at the option of the Company prior to
October 1, 2000. At any time after October 1, 2000,  and prior to maturity,  the
Notes may be redeemed at the option of the Company from time to time, as a whole
or in part, at the Redemption  Prices specified in paragraph nine of the form of
Note (reverse side) attached hereto as Exhibit A, together with accrued interest
up to but not including the Redemption Date.

         If the Company  elects to redeem Notes pursuant to this Section 3.1 and
paragraph eight of the Notes, it shall notify the Trustee in writing at least 45
days  prior to the  Redemption  Date as fixed by the  Company  (unless a shorter
notice  shall be  satisfactory  to the Trustee) of the  Redemption  Date and the
principal  amount of Notes to be redeemed and shall  deliver to the Trustee such
documentation  and records as shall enable the Trustee to select the Notes to be
redeemed.  If fewer than all of the Notes are to be  redeemed,  the record  date
relating  to such  redemption  shall be selected by the Company and given to the
Trustee in writing,  which record date shall not be less than ten days after the
date of written notice to the Trustee.
         Section 3.2.         Selection of Notes to Be Redeemed.

         If less than all of the Notes are to be  redeemed,  the Trustee  shall,
not more  than 60 days  prior to the  Redemption  Date,  select  the Notes to be
redeemed  by lot or by a method  the  Trustee  considers  fair and  appropriate;
provided,  however,  that such method is not prohibited by any stock exchange or
automated  quotations  system on which the Notes are then listed or traded.  The
Trustee shall make the selection from the Notes  outstanding  and not previously
called for redemption.  The Trustee shall select for redemption  portions of the
principal of Notes that have  denominations  larger than $1,000.  Provisions  of
this Indenture that apply to Notes called for redemption  also apply to portions
of Notes called for redemption.

         Section 3.3.         Notice of Redemption.

         At least 15 days but not more than 60 days  before a  Redemption  Date,
the  Company  shall  mail or  cause  to be  mailed a  notice  of  redemption  by
first-class  mail to the  Trustee  and to each Holder of Notes to be redeemed at
such Holder's address as it appears on the Note register.

         The notice shall identify the Notes to be redeemed and shall state:

         (1)      the Redemption Date;

         (2)      the Redemption Price;

         (3)      the then current Conversion Price;

         (4)      the name and address of  the Paying  Agent and the  Conversion
 Agent;

         (5) that Notes called for redemption  must be presented and surrendered
to the Paying Agent to collect the Redemption Price;

         (6) that the Notes called for  redemption  may be converted at any time
before the close of business on the fifth Business Day immediately preceding the
Redemption Date;

         (7)that Holders who wish to convert Notes must satisfy the requirements
in  paragraph 11 of the Notes;

         (8) that, unless the Company defaults in making the redemption payment,
the only  remaining  right of the  Holder  shall be to  receive  payment  of the
Redemption  Price upon  presentation  and  surrender  to the Paying Agent of the
Notes;

         (9) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that,  after the  Redemption  Date,  upon
presentation and surrender of such Note, a new Note or Notes in principal amount
equal to the unredeemed portion thereof will be issued; and

         (10)     that  interest on Notes called for redemption ceases to accrue
on and after the Redemption Date.
 
         At the Company's written request,  the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense.

         Section 3.4.         Effect of Notice of Redemption.

         Once notice of redemption  is mailed by the Company,  or by the Trustee
at the written  request of the Company,  Notes called for redemption  become due
and payable on the  Redemption  Date and at the  Redemption  Price stated in the
notice, except for Notes that are converted in accordance with the provisions of
Section 15.1. Upon presentation and surrender to the Paying Agent,  Notes called
for redemption shall be paid at the Redemption  Price,  plus accrued interest up
to but not including the Redemption Date.

         Section 3.5.         Deposit of Redemption Price.

         On or before 10:00 a.m. New York City time on any Redemption  Date, the
Company  shall  deposit  with  the  Paying  Agent  money  sufficient  to pay the
Redemption  Price of and  accrued  interest  on all Notes to be redeemed on that
date,  other than Notes or portions  thereof  called for redemption on that date
which have been delivered by the Company to the Trustee for cancellation or have
been converted.  The Paying Agent shall promptly return to the Company any money
not required for that purpose  because of the  conversion  of Notes  pursuant to
Article XV or  otherwise.  If such money is  instead  held by the  Company or an
Affiliate of the Company in trust and is not required for such purpose, it shall
be discharged from the trust.

         Section 3.6.         Notes Redeemed in Part.

         Upon presentation and surrender of a Note that is redeemed in part, the
Company  shall  execute  and the Trustee  shall,  upon  receipt of an  Officer's
Certificate for the authentication  and delivery of Notes,  authenticate for and
deliver  to the Holder a new Note equal in  principal  amount to the  unredeemed
portion of the Note surrendered.

         Notwithstanding the foregoing, the Trustee shall not pay the Redemption
Price of any Notes or mail any notice of redemption  during the continuance of a
default in payment of  interest on the Notes or of any Event of Default of which
a Trust Officer has knowledge. If any Note called for redemption shall not be so
paid upon surrender thereof for redemption,  the principal and premium,  if any,
shall,  until paid or duly  provided  for, bear interest from the date fixed for
redemption at the rate borne by the Note and such Note shall remain  convertible
into Common Stock until the principal and premium,  if any, shall have been paid
or duly provided for.

         Section 3.7.         Conversion Arrangement on Call for Redemption.

         In connection with any redemption of Notes, the Company may arrange for
the  purchase  and  conversion  of any  Notes by an  agreement  with one or more
investment  bankers or other  purchasers to purchase such Notes by paying to the
Trustee in trust for the Holders, on or before the date fixed for redemption, an
amount not less than the  applicable  Redemption  Price,  together with interest
accrued  to (but  excluding)  that date  fixed for  redemption,  of such  Notes.
Notwithstanding  anything to the  contrary  contained  in this  Article III, the
obligation of the Company to pay the  Redemption  Price of such Notes,  together
with interest accrued to (but excluding) the date fixed for redemption, shall be
deemed to be satisfied  and  discharged  to the extent such amount is so paid by
such purchasers.  If such an agreement is entered into (a copy of which shall be
filed with the Trustee  prior to the date fixed for  redemption),  any Notes not
duly surrendered for conversion by the Holders thereof may, at the option of the
Company,  be deemed,  to the fullest extent  permitted by law,  acquired by such
purchasers from such Holders and surrendered by such purchasers for conversions,
all as of  immediately  prior to the  close of  business  on the date  fixed for
redemption  (and the right to convert any such Notes  shall be extended  through
such time), subject to payment of the above amount as aforesaid.  At the written
direction of the Company,  the Trustee shall hold and dispose of any such amount
paid to it in the  same  manner  as it  would  monies  deposited  with it by the
Company  for the  redemption  of Notes.  Without  the  Trustee's  prior  written
consent, no arrangement between the Company and such purchasers for the purchase
and  conversion  of any Notes  shall  increase  or  otherwise  affect any of the
powers,  duties,  responsibilities or obligations of the Trustee as set forth in
this  Indenture,  and the Company agrees to indemnify the Trustee from, and hold
it  harmless  against,  any loss,  liability  or  expense  arising  out of or in
connection  with any such  arrangement  for the purchase and  conversion  of any
Notes  between  the  Company  and such  purchasers  to which the Trustee has not
consented in writing,  including  the costs and expenses,  including  reasonable
legal fees,  incurred  by the  Trustee in the defense of any claim or  liability
arising out of or in connection  with the exercise or  performance of any of its
powers, duties, responsibilities or obligations under this Indenture.

                                  ARTICLE IV
                             SUBORDINATION OF NOTES

         Section 4.1.         Notes Subordinated to Senior Indebtedness.

         The  Company  covenants  and agrees,  and each  Holder of Notes  issued
hereunder by his or her acceptance thereof likewise  covenants and agrees,  that
all Notes shall be issued subject to the provisions of this Article IV; and each
Person  holding  any Note,  whether  upon  original  issue or upon  transfer  or
assignment thereof, accepts and agrees to be bound by such provisions.

         The  payment  of the  principal  of and  interest  on all Notes  issued
hereunder (including,  without limitation,  in connection with any redemption of
Notes)  shall,  to the  extent  and in the  manner  hereinafter  set  forth,  be
subordinated and subject in right of payment to the prior payment in full of all
Senior  Indebtedness,  whether  outstanding  at the  date of this  Indenture  or
thereafter created, incurred, assumed or guaranteed.

         Section 4.2.         Payments to Holders.

         No payment  shall be made with respect to the principal of, or premium,
if any, or interest on the Notes (including,  but not limited to, the Redemption
Price with respect to the Notes to be called for  redemption in accordance  with
Section 3.2 or submitted for repurchase in accordance  with Section 16.2, as the
case may be, as provided in the Indenture),  except  payments and  distributions
made by the Trustee as  permitted  by the first or second  paragraph  of Section
4.5, if:

         (a) a default in the payment of principal,  premium,  interest, rent or
other obligations due on any Senior  Indebtedness  occurs and is continuing (or,
in the case of Senior  Indebtedness for which there is a period of grace, in the
event of such a default  that  continues  beyond  the  period of grace,  if any,
specified  in the  instrument  or lease  evidencing  such Senior  Indebtedness),
unless  and until  such  default  shall  have been cured or waived or shall have
ceased to exist, or

         (b) a default,  other than a payment default,  on any Designated Senior
Indebtedness  occurs  and is  continuing  that  then  permits  holders  of  such
Designated  Senior  Indebtedness  to  accelerate  its  maturity  and the Trustee
receives a written  notice of the default (a "Payment  Blockage  Notice") from a
Representative or the Company.

         If the Trustee  receives any Payment Blockage Notice pursuant to clause
(b) above, no subsequent Payment Blockage Notice shall be effective for purposes
of this Section  unless and until (A) at least 365 days shall have elapsed since
the initial  effectiveness of the immediately prior Payment Blockage Notice, and
(B) all scheduled  payments of principal,  premium,  if any, and interest on the
Notes that have come due have been paid in full in cash. No  nonpayment  default
that existed or was  continuing on the date of delivery of any Payment  Blockage
Notice to the Trustee shall be, or be made,  the basis for a subsequent  Payment
Blockage Notice.

         The Company,  after  providing  written  notice to the  Trustee,  shall
resume  payments on and  distributions  in respect of the Notes upon the earlier
of:

         (a)      the date upon which  the default  is cured or waived or ceases
to exist, or

         (b) in the case of a default  referred to in clause (b) above, 179 days
pass  after  notice  is  received  if the  maturity  of such  Designated  Senior
Indebtedness has not been accelerated;

unless this Article IV otherwise  prohibits the payment or  distribution  at the
time of such payment or distribution.

         Upon any  payment  by the  Company,  or  distribution  of assets of the
Company of any kind or character,  whether in cash,  property or securities,  to
creditors upon any dissolution or winding up or liquidation or reorganization of
the Company,  whether  voluntary or involuntary  or in  bankruptcy,  insolvency,
receivership  or other  proceedings,  all  amounts due or to become due upon all
Senior  Indebtedness  shall  first  be paid in  full  in cash or  other  payment
satisfactory to the holders of such Senior  Indebtedness,  or payment thereof in
accordance with its terms provided for in cash or other payment  satisfactory to
the holders of such Senior  Indebtedness,  before any payment is made on account
of the principal of, premium,  if any, or interest on the Notes (except payments
made pursuant to Article XIII from monies  deposited  with the Trustee  pursuant
thereto prior to commencement of proceedings for such  dissolution,  winding up,
liquidation or  reorganization)  and upon any such  dissolution or winding up or
liquidation  or  reorganization  of  the  Company  or  bankruptcy,   insolvency,
receivership or other proceeding, any payment by the Company, or distribution of
assets of the  Company of any kind or  character,  whether in cash,  property or
securities,  to which the holders of the Notes or the Trustee would be entitled,
except for the provision of this Article IV, shall (except as aforesaid) be paid
by the Company or by any receiver,  trustee in bankruptcy,  liquidating trustee,
agent or other Person making such payment or distribution,  or by the holders of
the Notes or by the  Trustee  under this  Indenture  if  received by them or it,
directly to the holders of Senior  Indebtedness (pro rata to such holders on the
basis of the respective amounts of Senior  Indebtedness held by such holders, or
as  otherwise  required  by law or a court  order)  or their  representative  or
representatives,  or to the trustee or trustees under any indenture  pursuant to
which any instruments  evidencing any Senior  Indebtedness may have been issued,
as their  respective  interests may appear,  to the extent  necessary to pay all
Senior  Indebtedness  in full,  in cash or  other  payment  satisfactory  to the
holders of such  Senior  Indebtedness,  after  giving  effect to any  concurrent
payment or distribution to or for the holders of Senior Indebtedness, before any
payment or  distribution  or  provision  therefor  is made to the holders of the
Notes or to the Trustee.

         For  purposes  of  this  Article  IV,  the  words  "cash,  property  or
securities"  shall not be deemed to  include  shares of stock of the  Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization  or readjustment,  the payment of which
is  subordinated at least to the extent provided in this Article IV with respect
to the Notes to the payment of all Senior  Indebtedness which may at the time be
outstanding  provided  that (i) the  Senior  Indebtedness  is assumed by the new
corporation, if any, resulting from any reorganization or readjustment, and (ii)
the rights of the holders of Senior  Indebtedness  (other than leases  which are
not assumed by the Company or the new corporation,  as the case may be) are not,
without  the  consent  of  such  holders,  altered  by  such  reorganization  or
readjustment.  The  consolidation  of the  Company  with,  or the  merger of the
Company into,  another  corporation  or the  liquidation  or  dissolution of the
Company following the conveyance or transfer of its property as an entirety,  or
substantially  as an  entirety,  to  another  corporation  upon  the  terms  and
conditions  provided  for in  Article  XII shall  not be  deemed a  dissolution,
winding up,  liquidation or reorganization  for the purposes of this Section 4.2
if such  other  corporation  shall,  as a part of  such  consolidation,  merger,
conveyance or transfer, comply with the conditions stated in Article XII.

         In the event of the  acceleration  of the Notes  because of an Event of
Default,  no payment or distribution  shall be made to the Trustee or any holder
of Notes in respect of the  principal  of,  premium,  if any, or interest on the
Notes  (including,  but not limited to, the Redemption Price with respect to the
Notes,  called for  redemption in  accordance  with Section 3.2 or submitted for
repurchase in  accordance  with Section 16.2, as the case may be, as provided in
the  Indenture),  except  payments  and  distributions  made by the  Trustee  as
permitted  by the first or second  paragraph  of Section  4.5,  until all Senior
Indebtedness has been paid in full in cash or other payment  satisfactory to the
holders of Senior  Indebtedness or such  acceleration is rescinded in accordance
with the terms of this Indenture. If payment of the Notes is accelerated because
of an Event of Default,  the Company  shall  promptly  notify  holders of Senior
Indebtedness of the acceleration.

         In the  event  that,  notwithstanding  the  foregoing  provisions,  any
payment  or  distribution  of assets of the  Company  of any kind or  character,
whether in cash, property or securities (including,  without limitation,  by way
of setoff or otherwise),  prohibited by the foregoing,  shall be received by the
Trustee or the Holders before all Senior Indebtedness is paid in full in cash or
other  payment  satisfactory  to the  holders of such  Senior  Indebtedness,  or
provision is made for such payment  thereof in accordance with its terms in cash
or other payment satisfactory to the holders of such Senior  Indebtedness,  such
payment or  distribution  shall be held in trust for the benefit of and shall be
paid  over  or  delivered  to  the  holders  of  Senior  Indebtedness  or  their
representative  or  representatives,  or to the  trustee or  trustees  under any
indenture pursuant to which any instruments  evidencing any Senior  Indebtedness
may have been issued, as their respective interests may appear, as calculated by
the Company, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or
other payment  satisfactory  to the holders of such Senior  Indebtedness,  after
giving effect to any concurrent payment or distribution to or for the holders of
such Senior Indebtedness.

         Nothing in this  Section 4.2 shall apply to claims of, or payments  to,
the Trustee  under or pursuant to Section 8.6. This Section 4.2 shall be subject
to the further  provisions  of Section  4.5,  and the right to rescind and annul
acceleration of the notice pursuant to Section 7.1

         Section 4.3.         Notes  to  Be  Subrogated  to Rights of Holders of
Senior Indebtedness.

         Subject to the prior  payment in full of all Senior  Indebtedness  then
due,  the  Holders  shall be  subrogated  to the rights of the holders of Senior
Indebtedness  to receive  payments  or  distributions  of assets of the  Company
applicable to the Senior Indebtedness until the principal of and interest on the
Notes shall be paid in full, and, for purposes of such subrogation,  no payments
or  distributions  to the holders of Senior  Indebtedness of assets,  whether in
cash,   property  or  securities,   distributable   to  the  holders  of  Senior
Indebtedness  under the provisions hereof to which the Holders would be entitled
except for the  provisions  of this  Article IV, and no payment  pursuant to the
provisions  of this  Article  IV to the  holders of Senior  Indebtedness  by the
Holders  shall,  as among the Company,  its creditors  other than the holders of
Senior  Indebtedness,  and the Holders, be deemed to be a payment by the Company
to or on account of Senior Indebtedness, it being understood that the provisions
of this Article IV are, and are intended, solely for the purpose of defining the
relative  rights of the  Holders,  on the one hand,  and the  holders  of Senior
Indebtedness, on the other hand.

         Section 4.4.         Obligations of the Company Unconditional.

         Nothing  contained in this Article IV or elsewhere in this Indenture or
in any Note is intended to or shall impair, as among the Company,  its creditors
other than the holders of Senior  Indebtedness,  and the Holders, the obligation
of the Company,  which is absolute and unconditional,  to pay to the Holders the
principal of and interest on the Notes, as the same shall become due and payable
in accordance  with the terms of the Notes,  or to affect the relative rights of
the Holders and other  creditors of the Company other than the holders of Senior
Indebtedness,  nor shall anything  herein or therein  prevent the Trustee or any
Holder from exercising all remedies  otherwise  permitted by applicable law upon
the  happening  of an Event of  Default  under  this  Indenture,  subject to the
provisions of Article VIII, and the rights, if any, under this Article IV of the
holders of Senior  Indebtedness in respect of assets,  whether in cash, property
or securities, of the Company received upon the exercise of any such remedy.

         Section 4.5.         Notice to Trustee.

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Notes.  Notwithstanding the provisions of this Article
IV or any other provision of this  Indenture,  the Trustee shall not at any time
be charged with knowledge of the existence of any facts which would prohibit the
making of any  payment to or by the  Trustee,  unless and until a Trust  Officer
shall have received  written  notice thereof from the Company or from the holder
or   holders  of  Senior   Indebtedness   or  from   their   Representative   or
Representatives;  and,  prior to the  receipt of any such  written  notice,  the
Trustee, subject to the provisions of Sections 8.1 and 8.2, shall be entitled to
assume conclusively that such facts do not exist.

         The  Trustee  shall  be  entitled  to rely on the  delivery  to it of a
written  notice by a Person  representing  himself  or herself to be a holder of
Senior  Indebtedness (or a Representative of such holder) to establish that such
notice has been given by a holder of Senior  Indebtedness or a Representative of
any such  holder.  In the event that the Trustee  determines  in good faith that
further evidence is required with respect to the right of any Person as a holder
of Senior Indebtedness to participate in any payment or distribution pursuant to
this Article IV, the Trustee may request such Person to furnish  evidence to the
reasonable  satisfaction of the Trustee as to the amount of Senior  Indebtedness
held by such Person,  the extent of which such Person is entitled to participate
in such payment or  distribution  and any other facts pertinent to the rights of
each Person under this Article IV, and, if such evidence is not  furnished,  the
Trustee may defer any payment to such Person pending  judicial  determination as
to the right of such Person to receive such payment.

         Section 4.6.        Application by Trustee of Monies Deposited With It.

         Money or U.S. Government  Obligations deposited with the Trustee or any
Paying  Agent  (whether or not in trust) for the payment of the  principal of or
interest on any Notes shall be subject to the  provisions  of Sections 4.1, 4.2,
4.3 and 4.4; except that, if two (2) Business Days prior to the date on which by
the terms of this Indenture any such monies or U.S.  Government  Obligations may
become payable for any purpose (including,  without  limitation,  the payment of
either the  principal  of or interest  on any Note) the  Trustee  shall not have
received with respect to such monies or U.S.  Government  Obligations the notice
provided  for in Section  4.5,  then the Trustee or any Paying  Agent shall have
full power and  authority to receive such monies and to apply such monies to the
purpose for which they were received, and shall not be affected by any notice to
the contrary which may be received by it on or after such date. This Section 4.6
shall be  construed  solely for the benefit of the Trustee and the Paying  Agent
and shall not  otherwise  affect the rights that holders of Senior  Indebtedness
may have to recover any such payments  from the Holders in  accordance  with the
provisions of this Article IV.

         Section 4.7.     Subordination Rights Not Impaired by Acts or Omissions
                          of Company or holders of Senior Indebtedness.

         No right of any present or future holders of any Senior Indebtedness to
enforce  subordination,  as  herein  provided,  shall  at any time in any way be
prejudiced  or  impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith,  by any such  holder,  or by any
noncompliance  by the Company with the terms,  provisions  and covenants of this
Indenture, regardless of any knowledge thereof which any such holder may have or
be otherwise  charged with. The holders of any Senior  Indebtedness  may extend,
renew,  modify or amend the terms of such Senior  Indebtedness  or any  security
therefor and release,  sell or exchange such security and otherwise  deal freely
with the Company,  all without  affecting the liabilities and obligations of the
parties to this  Indenture  or the Holders.  No  provision  in any  supplemental
indenture  which  affects  the  superior  position  of the holders of the Senior
Indebtedness  shall be effective against the holders of the Senior  Indebtedness
unless the holders of such Senior  Indebtedness  (required pursuant to the terms
of such Senior Indebtedness to give such consent) have consented thereto.

         Section 4.8.         Trustee to Effectuate Subordination.

         Each Holder of a Note by his or her acceptance  thereof  authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary
or appropriate to effectuate the  subordination  provided in this Article IV and
appoints the Trustee his or her attorney-in-fact for any and all such purposes.

         Section 4.9.         Right of Trustee to Hold Senior Indebtedness.

         The Trustee,  in its individual  capacity,  shall be entitled to all of
the rights set forth in this Article IV in respect of any Senior Indebtedness at
any  time  held  by it to  the  same  extent  as  any  other  holder  of  Senior
Indebtedness,  and nothing in this  Indenture  shall be construed to deprive the
Trustee of any of its rights as such holder.

         Section 4.10.        Article IV Not to Prevent Events of Default.

         The  failure  to make a  payment  on  account  of the  principal  of or
interest on the Notes by reason of any provision in this Article IV shall not be
construed as preventing the occurrence of an Event of Default under Section 7.1.

         Section 4.11.        No  Fiduciary  Duty  Created  to Holders of Senior
                              Indebtedness.

         Notwithstanding  any other  provision  in this  Article IV, the Trustee
shall  not be  deemed  to owe  any  fiduciary  duty  to the  holders  of  Senior
Indebtedness by virtue of the provisions of this Article IV.

         Section 4.12.        Article Applicable to Paying Agent.

         In case at any time any Paying Agent other than the Trustee  shall have
been appointed by the Company and be then acting  hereunder,  the term "Trustee"
as used in this  Article  IV  shall  in such  case  (unless  the  context  shall
otherwise  require) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article IV in addition to or in place of the Trustee.

                                    ARTICLE V
                                    COVENANTS

         Section 5.1.         Payment of Notes.

         The Company shall promptly make all payments in respect of the Notes on
the dates  and in the  manner  provided  in the  Notes  and this  Indenture.  An
installment of principal or interest shall be considered  paid on the date it is
due if the Trustee or Paying  Agent  (other than the Company or an  Affiliate of
the Company)  holds on that date money  deposited by the Company or an Affiliate
thereof  sufficient  to pay the  installment.  The Company shall pay interest on
overdue  principal  at the rate  borne by the  Notes  per  annum;  it shall  pay
interest  on overdue  installments  of  interest  at the same rate to the extent
lawful.

         Section 5.2.         SEC Reports.

         The Company shall file all reports and other  information and documents
which it is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange  Act,  and within 15 days after it files them with the SEC, the Company
shall file copies of all such reports,  information and other documents with the
Trustee.  The Company will cause any quarterly and annual reports which it mails
to its stockholders to be mailed to the Holders.

         During the period beginning on the latest date of the original issuance
of the Notes and ending on the date that is two (2) years  from such  date,  the
Company covenants and agrees that it shall, during any period in which it is not
subject to Section 13 or 15(d) under the  Exchange  Act,  make  available to any
Holder or beneficial  Holder of Notes or any Common Stock issued upon conversion
thereof which continue to be Restricted  Securities in connection  with any sale
thereof and any  prospective  purchaser  of Notes or such Common Stock from such
Holder  or  beneficial  Holder,  the  information   required  pursuant  to  Rule
144A(d)(4) under the Securities Act upon the request of any Holder or beneficial
Holder of such Notes or such Common Stock and it will take such  further  action
as any  Holder or  beneficial  Holder  of such  Notes or such  Common  Stock may
reasonably request,  all to the extent required from time to time to enable such
Holder  or  beneficial  Holder  to  sell  its  Notes  or  Common  Stock  without
registration  under the  Securities  Act within the  limitation of the exemption
provided by Rule 144A,  as such Rule may be amended from time to time.  Upon the
request  of any  Holder or any  beneficial  Holder  of the Notes or such  Common
Stock, the Company will deliver to such Holder a written statement as to whether
it has complied with such requirements.

         section 5.3.         Maintenance of Office or Agency.

         The  Company  will  maintain  in  Atlanta,  Georgia an office or agency
(which may be the Corporate Trust Office) where the Notes may be surrendered for
registration  of transfer or  exchange  or for  presentation  for payment or for
conversion or redemption and where notices and demands to or upon the Company in
respect of the Notes and this  Indenture  may be served.  The Company  will give
prompt  written  notice to the  Trustee of the  location,  and any change in the
location,  of such office or agency not  designated or appointed by the Trustee.
If at any time the Company  shall fail to maintain any such  required  office or
agency or shall fail to furnish  the  Trustee  with the  address  thereof,  such
presentations,  surrenders,  notices  and  demands  may be made or served at the
Corporate  Trust  Office or the  office or agency  of the  Trustee  in  Atlanta,
Georgia.

         The  Company  may also from time to time  designate  one or more  other
offices or agencies where the Notes may be presented or  surrendered  for any or
all such purposes and may from time to time rescind such  designations  provided
that no such  designation or rescission  shall in any manner relieve the Company
of its obligation to maintain an office or agency in Atlanta,  Georgia, for such
purposes. The Company will give prompt written notice to the holders of any such
designation  or  rescission  and of any change in the location of any such other
office or agency.

         The Company hereby  initially  designates  each of the Corporate  Trust
Office of the  Trustee  and the  office or agency  of the  Trustee  in  Atlanta,
Georgia as one such office or agency of the  Company  for each of the  aforesaid
purposes.

         Section 5.4.         Stay, Extension and Usury Laws.

         The Company  covenants  (to the extent that it may lawfully do so) that
it shall not at any time insist upon,  plead, or in any manner whatsoever claims
or take the benefit or advantage  of, any stay,  extension or usury law or other
law which would  prohibit or forgive the Company  from paying all or any portion
of the principal of,  premium,  if any, or interest on the Notes as contemplated
herein,  wherever  enacted,  now or at any time hereafter in force, or which may
affect the covenants or the performance of this  Indenture,  and the Company (to
the extent it may  lawfully  do so) hereby  expressly  waives  all  benefits  or
advantage of any such law, and covenants that it will not, by resort to any such
law,  hinder,  delay or impede the execution of any power herein  granted to the
Trustee,  but will suffer and permit the execution of every such power as though
no such law has been enacted.
         Section 5.5.         Liquidation.

         Subject  to the  provisions  of  Article  IV,  so far  as  they  may be
applicable hereto, the Board of Directors or the stockholders of the Company may
not adopt a plan of  liquidation,  which plan provides for,  contemplates or the
effectuation  of which is preceded by (a) the sale,  lease,  conveyance or other
disposition of all or substantially  all of the assets of the Company  otherwise
than  substantially  as an entirety (any such sale,  lease,  conveyance or other
disposition  substantially as an entirety being governed by Article VII) and (b)
the  distribution  of all or  substantially  all of the  proceeds  of such sale,
lease,  conveyance  or other  disposition  and of the  remaining  assets  of the
Company to the holders of the capital  stock of the Company,  unless the Company
shall in connection  with the adoption of such plan make provision for, or agree
that prior to making any liquidating  distributions  it will make provision for,
the satisfaction of the Company's  obligations  hereunder and under the Notes as
to the payment of the  principal  and  interest  thereof.  The Company  shall be
deemed to make  provision for such payments only if (1) the Company  irrevocably
deposits in trust with the Trustee money or U.S. Government Obligations maturing
as to  principal  and  interest  in  such  amounts  and  at  such  times  as are
sufficient,  without  consideration of any reinvestment of such interest, to pay
the principal of and interest on the Notes then  outstanding  to maturity and to
pay all other sums payable by it hereunder or (2) there is an express assumption
of the due and punctual payment of the Company's obligations hereunder and under
the Notes and the  performance and observance of all covenants and conditions to
be  performed  by the Company  hereunder,  by the  execution  and  delivery of a
supplemental  indenture  in form  satisfactory  to the  Trustee  by a Person who
acquires,  or  will  acquire  (otherwise  than  pursuant  to a  lease),  all  or
substantially  all of the  assets of the  Company,  and which  Person  will have
assets  (immediately  after the  acquisition)  and aggregate  earnings (for such
Person's four full fiscal quarters  immediately  preceding such  acquisition) at
least  equal  to  the  assets  of  the  Company   (immediately   preceding  such
acquisition)  and the  aggregate  earnings of the Company (for its four (4) full
fiscal quarters immediately preceding the acquisition),  respectively, and which
is a  corporation  organized  under  the laws of the  United  States,  any State
thereof or the District of Columbia;  provided,  however, that the Company shall
not make any liquidating  distribution until after the Company (x) has certified
to the Trustee with an Officers' Certificate at least five (5) days prior to the
making of any liquidating  distribution that it has complied with the provisions
of this Section 5.5 and (y)  delivered to the Trustee an Opinion of Counsel that
all conditions precedent to such liquidation have been complied with.

         Section 5.6.         Compliance Certificates.

         The Company shall deliver to the Trustee,  within 90 days after the end
of each fiscal year of the Company, an Officers'  Certificate as to the signer's
knowledge of the Company's  compliance  with all conditions and covenants on its
part contained in this Indenture and stating  whether or not the signer knows of
any default or Event of Default. If such signer knows of such a default or Event
of Default,  the Officers'  Certificate  shall  describe the default or Event of
Default and the  efforts to remedy the same.  For the  purposes of this  Section
5.6,  compliance  shall be  determined  without  regard to any  grace  period or
requirement  of notice  provided  pursuant to the terms of this  Indenture.  The
Officers' Certificate need not comply with Section 17.5 hereof.

         Section 5.7.         Notice of Defaults.

         In the event  (a) that  Indebtedness  of the  Company  in an  aggregate
amount in excess of $5,000,000  is declared due and payable  before its maturity
because of the occurrence of any default under such Indebtedness,  or (b) of the
occurrence of any event which, with the giving of notice or the passage of time,
or both,  would  entitle the holder or holders of such  Indebtedness  to declare
such Indebtedness due and payable before its maturity, the Company will promptly
give written notice to the Trustee of such declaration.

         Section 5.8.         Payment of Taxes and Other Claims.

         The Company will pay or  discharge  or cause to be paid or  discharged,
before the same shall become delinquent, (a) all material taxes, assessments and
governmental  charges levied or imposed upon the Company,  directly or by reason
of its ownership of any  Subsidiary  or upon the income,  profits or property of
the  Company  and (b) all  material  lawful  claims  for  labor,  materials  and
supplies,  which, if unpaid, might by law become a lien upon the property of the
Company;  provided,  however,  that the Company  shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment,  charge or
claim whose amount,  applicability  or validity is being contested in good faith
by appropriate proceedings and for which adequate provision has been made.

         Section 5.9.         Corporate Existence.

         Subject to Article  XII,  the  Company  will do or cause to be done all
things  necessary  to preserve  and keep in full force and effect its  corporate
existence  and rights  (charter  and  statutory);  provided,  however,  that the
Company  shall not be required to preserve  any right if the Board of  Directors
shall determine in good faith that the  preservation  is no longer  desirable in
the conduct of the Company's business and that the loss thereof is not, and will
not be, adverse in any material respect to the Holders.

         Section 5.10.        Maintenance of Properties.

         Subject to Section 5.5, the Company and its Subsidiaries will cause all
material properties (real and personal) owned, leased or licensed in the conduct
of their  business  to be  maintained  and kept in good  condition,  repair  and
working  order and supplied  with all  necessary  equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof and thereto, all as in the reasonable judgment of the Board of Directors
may be necessary so that the business carried on in connection  therewith may be
properly  and  advantageously  conducted  at  all  times  while  any  Notes  are
outstanding,  provided, however, that nothing in this Section 5.10 shall prevent
the Company and its Subsidiaries from  discontinuing the maintenance of any such
properties  if,  in the  reasonable  judgment  of the Board of  Directors,  such
discontinuance is desirable in the conduct of the Company's business and is not,
and will not be, adverse in any material respect to the Holders.

         Section 5.11.        Further Instruments and Acts.

         Upon request of the Trustee,  the Company will execute and deliver such
further  instruments and do such further acts as may be reasonably  necessary or
proper to carry out more effectively the purposes of this Indenture.



                                  ARTICLE VI

                         NOTEHOLDERS' LISTS AND REPORTS
                                BY THE TRUSTEE

         Section 6.1.         Holders' Lists.

         The Company  covenants  and agrees that it will  furnish or cause to be
furnished to the Trustee,  semiannually,  not more than 15 days after each March
15 and September 15 in each year beginning with 1998, and at such other times as
the Trustee may request in writing,  within 30 days after receipt by the Company
of any such request (or such lesser time as the Trustee may  reasonably  request
in order to  enable  it to  timely  provide  any  notice  to be  provided  by it
hereunder),  a list in such form as the  Trustee may  reasonably  require of the
names and  addresses  of the Holders of Notes as of a date not more than 15 days
(or such other date as the Trustee may reasonably request in order to so provide
any such notices) prior to the time such  information is furnished,  except that
no such list need be furnished so long as the Trustee is acting as Registrar.

         Section 6.2.         Preservation and Disclosure of Lists.

         (a) The Trustee shall  preserve,  in as current a form as is reasonably
practicable,  all  information  as to the names and  addresses of the Holders of
Notes  contained in the most recent list  furnished to it as provided in Section
6.1 or maintained by the Trustee in its capacity as Registrar, if so acting. The
Trustee  may destroy  any list  furnished  to it as provided in Section 6.1 upon
receipt of a new list so furnished.

         (b) The rights of Holders to  communicate  with other  Holders of Notes
with respect to their rights  under this  Indenture or under the Notes,  and the
corresponding  rights and duties of the  Trustee,  shall be as  provided  by the
Trust Indenture Act.

         (c) Every  Noteholder,  by receiving and holding the same,  agrees with
the  Company and the  Trustee  that  neither the Company nor the Trustee nor any
Agent of either of them shall be held accountable by reason of any disclosure of
information  as to names and  addresses of Holders of Notes made pursuant to the
Trust Indenture Act.

         Section 6.3.         Reports by Trustee.

         (a) Within 60 days after December 31 of each year  commencing  with the
year 1997,  the Trustee shall transmit to Holders of Notes such reports dated as
of December 31 of the year in which such reports are made concerning the Trustee
and its actions  under this  Indenture as may be required  pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

         (b) A copy of such report shall,  at the time of such  transmission  to
Holders of Notes,  be filed by the Trustee with each stock exchange or automated
quotation  system upon which the Notes may be listed or traded with the Company.
The Company will notify the Trustee in writing  within a reasonable  time if the
Notes are listed on any stock exchange or automated quotation system.


                                   ARTICLE VII

                     REMEDIES OF THE TRUSTEE AND NOTEHOLDERS
                             ON AN EVENT OF DEFAULT

         Section 7.1.         Events of Default.

         In case one or more of the  following  Events of Default  (whatever the
reason  for  such  Event of  Default  and  whether  it  shall  be  voluntary  or
involuntary  or be effected  by  operation  of law or pursuant to any  judgment,
decree  or  order  of  any  court  or  any  order,  rule  or  regulation  of any
administrative or governmental body) shall have occurred and be continuing:

         (a) default in the payment of any  installment  of interest upon any of
the Notes as and when the same shall become due and payable,  and continuance of
such  default for a period of 30 days,  whether or not such payment is permitted
under Article IV hereof; or

         (b) default in the payment of the  principal of or premium,  if any, on
any of the Notes as and when the same  shall  become due and  payable  either at
maturity  or in  connection  with any  redemption  pursuant  to  Article  III or
repurchase pursuant to Article XVI, by acceleration or otherwise, whether or not
such payment is permitted under Article IV hereof; or

         (c) failure on the part of the  Company  duly to observe or perform any
other of the  covenants or agreements on the part of the Company in the Notes or
in this  Indenture  (other  than a  covenant  or  agreement  a default  in whose
performance or whose breach is elsewhere in this Section 7.1 specifically  dealt
with)  continued for a period of 60 days after the date on which written  notice
of such failure, requiring the Company to remedy the same, shall have been given
to the Company by the  Trustee,  or to the  Company  and a Trust  Officer of the
Trustee by the  Holders  of at least 25% in  aggregate  principal  amount of the
Notes at the time outstanding determined in accordance with Section 9.4; or

         (d) failure on the part of the Company or any  Subsidiary  with respect
to its obligation to pay principal of or interest on  Indebtedness  for borrowed
money which default shall have resulted in  Indebtedness  in an amount in excess
of $5,000,000; or

         (e)  default  by the  Company  with  respect  to any  Indebtedness  for
borrowed money of the Company, which default results in acceleration of any such
Indebtedness  which is in an  amount of in excess  of  $5,000,000  without  such
Indebtedness having been discharged,  or such acceleration having been rescinded
or annulled within the applicable grace period; or

         (f) the Company  shall  commence a voluntary  case or other  proceeding
seeking  liquidation,  reorganization  or other relief with respect to itself or
its debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect  or  seeking  the  appointment  of a  trustee,  receiver,  liquidator,
custodian  or  other  similar  official  of it or any  substantial  part  of its
property, or shall consent to any such relief or to the appointment of or taking
possession  by any such  official  in an  involuntary  case or other  proceeding
commenced  against  it, or shall make a general  assignment  for the  benefit of
creditors, or shall fail generally to pay its debts as they become due; or

         (g) an involuntary case or other proceeding shall be commenced  against
the Company seeking liquidation,  reorganization or other relief with respect to
it or its debts under any  bankruptcy,  insolvency  or other  similar law now or
hereafter  in  effect  or  seeking  the  appointment  of  a  trustee,  receiver,
liquidator, custodian or other similar official of it or any substantial part of
its  property,  and such  involuntary  case or  other  proceeding  shall  remain
undismissed and unstayed for a period of 60 consecutive days; or

         (h) the entry by a court having jurisdiction in the premises of a final
judgment,  decree or order  against  the Company or any  Subsidiary  which shall
require the payment by the Company or any Subsidiary of an amount (to the extent
not covered by  insurance) in excess of $5,000,000  and the  continuance  of any
such  judgment,  decree or order  unstayed  or  unsatisfied  and in effect for a
period of 60  consecutive  days  which is not being  contested  in good faith by
appropriate judicial proceedings;

then, and in each and every such case (other than an Event of Default  specified
in Section  7.1(f) or (g)),  unless the principal of all of the Notes shall have
already  become due and  payable,  either the Trustee or the Holders of not less
than 25% in aggregate  principal amount of the Notes then outstanding  hereunder
determined in  accordance  with Section 9.4, by notice in writing to the Company
(and to the Trustee if given by Holders),  may declare the  principal of all the
Notes and the interest  accrued thereon to be due and payable  immediately,  and
upon any such declaration the same shall become and shall be immediately due and
payable,  anything in this  Indenture or in the Notes  contained to the contrary
notwithstanding.  If an Event of  Default  specified  in  Section  7.1(f) or (g)
occurs, the principal of all the Notes and the interest accrued thereon shall be
immediately  and  automatically  due and payable  without  necessity  of further
action.  This  provision,  however,  is subject to the condition that if, at any
time after the decree for the payment of the monies due shall have been obtained
or entered as hereinafter provided,  the Company shall pay or shall deposit with
the Trustee a sum  sufficient to pay all matured  installments  of interest upon
all Notes and the  principal of and premium,  if any, on any and all Notes which
shall have become due otherwise than by  acceleration  (with interest on overdue
installments  of  interest  (to the  extent  that  payment of such  interest  is
enforceable under applicable law) and on such principal and premium,  if any, at
the rate borne by the Notes, to the date of such payment or deposit) and amounts
due to the Trustee  pursuant to Section 8.6,  and if any and all defaults  under
this Indenture,  other than the nonpayment of principal of and premium,  if any,
and accrued interest on Notes which shall have become due by acceleration, shall
have been cured or waived  pursuant to Section 7.7,  then and in every such case
the  Holders  of a  majority  in  aggregate  principal  amount of the Notes then
outstanding  determined in accordance with Section 9.4, by written notice to the
Company  and to the  Trustee,  may waive all  defaults  or Events of Default and
rescind and annul such declaration and its  consequences,  but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent  default
or Event of Default, or shall impair any right consequent  thereon.  The Company
shall notify a Trust Officer in writing,  promptly upon becoming  aware thereof,
of any default or Event of Default.

         In case the  Trustee  shall have  proceeded  to enforce any right under
this Indenture and such  proceedings  shall have been  discontinued or abandoned
because of such waiver or  rescission  and  annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the  Company,   the  Holders  of  Notes,  and  the  Trustee  shall  be  restored
respectively  to their several  positions  and rights  hereunder and all rights,
remedies and powers of the Company,  the Holders of Notes, and the Trustee shall
continue as though no such proceeding had been taken.

         Section 7.2.         Payment of Notes on Default; Suit Therefor.

         The Company  covenants  that (a) in case  default  shall be made in the
payment of any  installment  of  interest  upon any of the Notes as and when the
same shall become due and payable,  and such default shall have  continued for a
period of 30 days,  or (b) in case  default  shall be made in the payment of the
principal of or premium,  if any, on any of the Notes as and when the same shall
have become due and payable,  whether at maturity of the Notes or in  connection
with any  redemption or  repurchase,  under this  Indenture,  by  declaration or
otherwise,  then,  upon  demand  of the  Trustee,  the  Company  will pay to the
Trustee,  for the benefit of the Holders,  the whole amount that then shall have
become due and payable on all such Notes for principal  and premium,  if any, or
interest,  or both, as the case may be, with interest upon the overdue principal
and  premium,  if any,  and (to the  extent  that  payment of such  interest  is
enforceable  under applicable law) upon the overdue  installments of interest at
the rate borne by the Notes and, in addition  thereto,  such  further  amount as
shall be  sufficient  to cover the costs and expenses of  collection,  including
reasonable  compensation to the Trustee, its agents,  attorneys and counsel, and
any expenses or liabilities incurred by the Trustee hereunder. Until such demand
by the Trustee,  the Company may pay the  principal of and premium,  if any, and
interest on the Notes to the Holders, whether or not the Notes are overdue.

         In case the Company shall fail  forthwith to pay such amounts upon such
demand,  the Trustee,  in its own name and as Trustee of an express trust, shall
be entitled and empowered to institute any actions or  proceedings  at law or in
equity for the  collection of the sums so due and unpaid,  and may prosecute any
such action or proceeding to judgment or final decree,  and may enforce any such
judgment or final decree  against the Company or any other  obligor on the Notes
and collect in the manner  provided by law out of the property of the Company or
any other obligor on the Notes wherever  situated the monies adjudged or decreed
to be payable.

         In the case there shall be pending  proceedings  for the  bankruptcy or
for the  reorganization  of the Company or any other  obligor on the Notes under
Title 11 of the United  States Code, or any other  applicable  law, or in case a
receiver,  assignee  or trustee in  bankruptcy  or  reorganization,  liquidator,
sequestrator  or  similar  official  shall  have  been  appointed  for or  taken
possession of the Company or such other obligor,  the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to
the  Company  or such  other  obligor  upon the Notes,  or to the  creditors  or
property of the Company or such other  obligor,  the  Trustee,  irrespective  of
whether  the  principal  of the Notes  shall then be due and  payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 7.2, shall
be entitled and empowered,  by intervention in such proceedings or otherwise, to
file and prove a claim or claims for the whole amount of principal,  premium, if
any, and interest owing and unpaid in respect of the Notes,  and, in case of any
judicial proceedings, to file such proofs of claim and other papers or documents
as may be  necessary or advisable in order to have the claims of the Trustee and
of the Holders allowed in such judicial  proceedings  relative to the Company or
any  other  obligor  on the  Notes,  its or  their  creditors,  or its or  their
property,  and to collect and receive  any monies or other  property  payable or
deliverable  on any such claims,  and to distribute the same after the deduction
of any amounts due the Trustee under Section 8.6, and any receiver,  assignee or
trustee  in  bankruptcy  or  reorganization,  liquidator,  custodian  or similar
official is hereby  authorized  by each of the Holders to make such  payments to
the Trustee,  and, in the event that the Trustee  shall consent to the making of
such payments  directly to the Holders,  to pay to the Trustee any amount due it
for reasonable  compensation,  expenses,  advances and disbursements,  including
counsel fees incurred by it up to the date of such  distribution.  To the extent
that  such  payment  of   reasonable   compensation,   expenses,   advances  and
disbursements  out of the estate in any such proceedings shall be denied for any
reason, payment of the same shall be secured by a lien on, and shall be paid out
of, any and all distributions,  dividends, monies, securities and other property
which the Holders may be  entitled  to receive in such  proceedings,  whether in
liquidation or under any plan of reorganization or arrangement or otherwise.


                                        
         All rights of action and of asserting  claims under this Indenture,  or
under any of the Notes, may be enforced by the Trustee without the possession of
any of the Notes,  or the  production  thereof at any trial or other  proceeding
relative  thereto,  and any such suit or  proceeding  instituted  by the Trustee
shall be  brought  in its own  name as  trustee  of an  express  trust,  and any
recovery of judgment  shall,  after  provision for the payment of the reasonable
compensation,  expenses,  disbursements and advances of the Trustee,  its agents
and counsel, be for the ratable benefit of the Holders.

         In any  proceedings  brought  by the  Trustee  (and in any  proceedings
involving the  interpretation  of any  provision of this  Indenture to which the
Trustee  shall be a  party),  the  Trustee  shall be held to  represent  all the
Holders,  and it shall not be necessary to make any Holders  parties to any such
proceedings.

         Section 7.3.         Application of Monies Collected by Trustee.

         Any monies  collected by the Trustee pursuant to this Article VII shall
be applied in the order following, at the date or dates fixed by the Trustee for
the  distribution of such monies,  upon  presentation of the several Notes,  and
stamping  thereon  the  payment,  if only  partially  paid,  and upon  surrender
thereof, if fully paid:

         First: to the payment of all amounts due the Trustee under Section 8.6;

         Second:  subject to the provisions of Article IV, in case the principal
of the outstanding Notes shall not have become due and be unpaid, to the payment
of  interest  on the  Notes  in  default  in the  order of the  maturity  of the
installments  of such interest,  with interest (to the extent that such interest
has been collected by the Trustee) upon the overdue  installments of interest at
the rate borne by the Notes,  such  payments  to be made  ratably to the Persons
entitled thereto;

         Third:  subject to the  provisions of Article IV, in case the principal
of the  outstanding  Notes shall have become due, by  acceleration or otherwise,
and be unpaid, to the payment of the whole amount then owing and unpaid upon the
Notes for  principal  and premium,  if any, and  interest,  with interest on the
overdue principal and premium, if any, and (to the extent that such interest has
been  collected  by the Trustee)  upon overdue  payments of interest at the rate
borne by the Notes, and in case such monies shall be insufficient to pay in full
the whole amounts so due and unpaid upon the Notes,  then to the payment of such
principal and premium,  if any, and interest  without  preference or priority of
principal and premium, if any, over interest,  or of interest over principal and
premium, if any, or of any installment of interest over any other installment of
interest,  or of any Note over any other Note,  ratably to the aggregate of such
principal and premium, if any, and accrued and unpaid interest; and

         Fourth:  subject  to the  provisions  of  Article  IV,  to the  payment
of the  remainder,  if any, to the Company or any other Person lawfully entitled
thereto.

         Section 7.4.         Proceedings by Holders.

         No Holder  shall have any right by virtue of or by  availing  itself of
any provision of this  Indenture to institute any suit,  action or proceeding in
equity or at law upon or under or with  respect  to this  Indenture,  or for the
appointment  of a receiver,  trustee,  liquidator,  custodian  or other  similar
official, or for any other remedy hereunder, unless such Holder previously shall
have  given to the  Trustee  written  notice of an Event of  Default  and of the
continuance  thereof, as hereinbefore  provided,  and unless also the Holders of
not less than 25% in aggregate  principal  amount of the Notes then  outstanding
determined in accordance  with Section 9.4 shall have made written  request upon
the Trustee to institute  such action,  suit or  proceedings  in its own name as
Trustee  hereunder  and  shall  have  offered  to the  Trustee  such  reasonable
indemnity as it may require  against the costs,  expenses and  liabilities to be
incurred  therein or  thereby,  and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity,  shall have neglected or refused to
institute any such action, suit or proceeding and no direction inconsistent with
such written  request  shall have been given to the Trustee  pursuant to Section
7.7, it being  understood and intended,  and being  expressly  covenanted by the
taker and  Holder of every  Note  with  every  other  taker and  Holder  and the
Trustee, that no one or more Holders shall have any right in any manner whatever
by virtue of or by availing itself of any provision of this Indenture to affect,
disturb or prejudice  the rights of any other  Holder of Notes,  or to obtain or
seek to obtain  priority  over or  preference  to any other such  Holder,  or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal,  ratable and common  benefit of all Holders  (except as otherwise
provided  herein).  For the protection and enforcement of this Section 7.4, each
and every  Noteholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

         Notwithstanding any other provision of this Indenture and any provision
of any Note,  the  right of any  Holder of any Note to  receive  payment  of the
principal  of and premium,  if any,  and interest on such Note,  on or after the
respective due dates  therefor,  or to institute suit for the enforcement of any
such payment on or after such respective  dates against the Company shall not be
impaired or affected without the consent of such Holder.

         Anything   in   this   Indenture   or  the   Notes   to  the   contrary
notwithstanding,  the  Holder of any Note,  without  the  consent  of either the
Trustee  or the  Holder of any other  Note,  in his own  behalf  and for his own
benefit,  may enforce, and may institute and maintain any proceeding suitable to
enforce, his rights of conversion as provided herein.

         Section 7.5.         Proceedings by Trustee.

         In case of an Event  of  Default,  the  Trustee  may in its  discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate  judicial  proceedings  as the Trustee shall deem most  effectual to
protect and enforce any of such rights, either by suit in equity or by action at
law or by  proceeding  in  bankruptcy  or  otherwise,  whether for the  specific
enforcement  of any covenant or agreement  contained in this Indenture or in aid
of the exercise of any power granted in this Indenture,  or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.

         Section 7.6.         Remedies Cumulative and Continuing.

         Except as provided in the last paragraph of Section 2.9, all powers and
remedies  given by this Article VII to the Trustee or to the Holders  shall,  to
the extent  permitted  by law, be deemed  cumulative  and not  exclusive  of any
thereof or of any other  powers and  remedies  available  to the  Trustee or the
Holders,  by judicial  proceedings or otherwise,  to enforce the  performance or
observance of the covenants and agreements  contained in this Indenture,  and no
delay  or  omission  of the  Trustee  or of any  Holder  of any of the  Notes to
exercise  any  right or power  accruing  upon any  default  or Event of  Default
occurring and continuing as aforesaid  shall impair any such right or power,  or
shall be  construed  to be a  waiver  of any such  default  or any  acquiescence
therein and,  subject to the  provisions of Section 7.4,  every power and remedy
given by this  Article  VII or by law to the  Trustee or to the  Holders  may be
exercised from time to time, and as often as shall be deemed  expedient,  by the
Trustee or by the Holders.

         Section 7.7.         Direction of Proceedings and Waiver of Defaults by
                              Majority of Holders.

         The Holders of a majority in aggregate principal amount of the Notes at
the time  outstanding  determined in accordance  with Section 9.4 shall have the
right to direct the time,  method and place of conducting any proceeding for any
remedy  available to the Trustee or exercising  any trust or power  conferred on
the Trustee, provided, however, that (a) such direction shall not be in conflict
with any rule of law or with this  Indenture,  and (b) the  Trustee may take any
other action deemed proper by the Trustee  which is not  inconsistent  with such
direction.  The Holders of a majority in aggregate principal amount of the Notes
at the time outstanding  determined in accordance with Section 9.4 may on behalf
of the  Holders of all of the Notes  waive any past  default or Event of Default
hereunder and its  consequences  except (i) a default in the payment of interest
or premium,  if any, on, or the principal  of, the Notes,  (ii) a failure by the
Company to convert any Notes into Common  Stock,  (iii) a default in the payment
of the Redemption  Price pursuant to Article III or repurchase price pursuant to
Article  XVI or (iv) a default in respect of a  covenant  or  provisions  hereof
which under Article XI cannot be modified or amended  without the consent of the
Holders of all Notes then outstanding.  Upon any such waiver,  the Company,  the
Trustee and the Holders  shall be restored to their former  positions and rights
hereunder, but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon. Whenever any default or
Event of Default  hereunder  shall have been waived as permitted by this Section
7.7,  said  default or Event of Default  shall for all purposes of the Notes and
this  Indenture  be deemed to have been cured and to be not  continuing,  but no
such waiver shall extend to any  subsequent or other default or Event of Default
or impair any right consequent thereon.

         Section 7.8.         Notice of Defaults.

         The Trustee  shall,  within 90 days after a Trust Officer has knowledge
of the occurrence of a default,  mail to all Holders, as the names and addresses
of such Holders appear upon the Note register, notice of all defaults known to a
Trust  Officer,  unless such defaults shall have been cured or waived before the
giving of such notice and  provided  that,  except in the case of default in the
payment of the  principal  of, or  premium,  if any,  or  interest on any of the
Notes,  the Trustee shall be protected in withholding such notice if and so long
as a trust  committee of directors  and/or officers of the Trustee in good faith
determines  that  the  withholding  of such  notice  is in the  interest  of the
Holders.

         Section 7.9.         Undertaking to Pay Costs.

         All parties to this Indenture agree, and each Holder of any Note by his
acceptance  thereof  shall be deemed to have agreed,  that any court may, in its
discretion,  require,  in any suit for the  enforcement  of any  right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as  Trustee,  the filing by any party  litigant in such suit of an
undertaking  to pay the  costs  of such  suit  and that  such  court  may in its
discretion  assess  reasonable  costs,  including  reasonable  attorneys'  fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good faith of the claims or defenses made by such party litigant,  provided that
the  provisions  of this Section 7.9 (to the extent  permitted by law) shall not
apply to any suit  instituted  by the  Trustee,  to any suit  instituted  by any
Noteholder,  or group of Holders, holding in the aggregate more than ten percent
in  principal  amount  of  the  Notes  at the  time  outstanding  determined  in
accordance with Section 9.4, or to any suit instituted by any Noteholder for the
enforcement  of the payment of the principal of or premium,  if any, or interest
on any Note on or after the due date therefor or to any suit for the enforcement
of the right to convert any Note in accordance with the provisions of Article XV
or to require the Company to repurchase any Note in accordance with Article XVI.

                                 ARTICLE VIII
                            CONCERNING THE TRUSTEE

         Section 8.1.         Duties and Responsibilities of Trustee.

         The Trustee,  prior to the  occurrence of an Event of Default and after
the curing of all  Events of  Default  which may have  occurred,  undertakes  to
perform such duties and only such duties as are  specifically  set forth in this
Indenture. In case an Event of Default has occurred (which has not been cured or
waived),  the Trustee shall  exercise such of the rights and powers vested in it
by this Indenture,  and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

         No  provision  of this  Indenture  shall be  construed  to relieve  the
Trustee from liability for its own negligent  action,  its own negligent failure
to act or its own willful misconduct, except that:

         (a) prior to the occurrence of an Event of Default and after the curing
or waiving of all Events of Default which may have occurred:

         (1) the duties  and  obligations  of the  Trustee  shall be  determined
solely by the express  provisions of this Indenture and the Trust Indenture Act,
and the Trustee  shall not be liable except for the  performance  of such duties
and obligations as are  specifically  set forth in this Indenture and no implied
covenants  or  obligations  shall  be read  into  this  Indenture  or the  Trust
Indenture Act against the Trustee; and

         (2) in the absence of bad faith and willful  misconduct  on the part of
the  Trustee,  the  Trustee  may  conclusively  rely,  as to  the  truth  of the
statements  and the  correctness  of the opinions  expressed  therein,  upon any
certificates  or  opinions  furnished  to  the  Trustee  and  conforming  to the
requirements  of this  Indenture  but, in the case of any such  certificates  or
opinions  which  by  any  provisions  hereof  are  specifically  required  to be
furnished to the Trustee,  the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Indenture;

         (b) the Trustee  shall not be liable for any error of judgment  made in
good faith by a Trust  Officer or Officers,  unless the Trustee was negligent in
ascertaining the pertinent facts;

         (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance  with the direction of the
Holders of not less than a majority in principal amount of the Notes at the time
outstanding  determined as provided in Section 9.4 relating to the time,  method
and place of conducting any proceeding for any remedy  available to the Trustee,
or  exercising  any  trust  or power  conferred  upon the  Trustee,  under  this
Indenture; and

         (d) whether or not therein provided,  every provision of this Indenture
relating to the conduct or affecting the  liability of, or affording  protection
to, the Trustee as Trustee,  Paying  Agent,  Registrar,  Custodian or Conversion
Agent shall be subject to the provisions of this Section.

         None of the provisions  contained in this  Indenture  shall require the
Trustee to expend or risk its own funds or otherwise  incur  personal  financial
liability in the  performance  of any of its duties or in the exercise of any of
its rights or powers.

         Section 8.2.         Reliance on Documents, Opinions, Etc.

         Except as otherwise provided in Section 8.1,

         (a) the  Trustee  may rely and shall be  protected  in acting  upon any
resolution,   certificate,   statement,  instrument,  opinion,  report,  notice,
request,  consent, order, bond, note, coupon or other paper or document believed
by it in good faith to be genuine  and to have been signed or  presented  by the
proper party or parties;

         (b) any request,  direction,  order or demand of the Company  mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence  in  respect  thereof  be  herein  specifically   prescribed)  and  any
resolution  of the Board of  Directors  may be evidence to the Trustee by a copy
thereof certified by the Secretary or an Assistant Secretary of the Company;

         (c) the Trustee may consult with counsel,  and any advice or Opinion of
Counsel shall be full and complete  authorization  and  protection in respect of
any action  taken or omitted by it  thereunder  in good faith and in  accordance
with such advice or Opinion of Counsel;

         (d) the Trustee  shall be under no  obligation  to exercise  any of the
rights  or  powers  vested  in it by this  Indenture  at the  request,  order or
direction of any of the Holders  pursuant to the  provisions of this  Indenture,
unless such  Holders  shall have offered to the Trustee  reasonable  security or
indemnity  against the costs,  expenses  and  liabilities  which may be incurred
therein or thereby;

         (e) the Trustee shall not be bound to make any  investigation  into the
facts or matters stated in any resolution,  certificate,  statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, Note or other
paper or document,  but the Trustee,  in its  discretion,  may make such further
inquiry or  investigation  into such facts or matters as it may see fit, and, if
the Trustee shall  determine to make such further inquiry or  investigation,  it
shall be  entitled to examine the books,  records and  premises of the  Company,
personally  or by Agent or  attorney,  provided,  however,  that if the payments
within a reasonable  time to the Trustee of the costs,  expenses or  liabilities
likely  to be  incurred  by it in the  making of such  investigation  is, in the
opinion of the Trustee,  not  reasonably  assured to the Trustee by the security
afforded  to it by  the  terms  of  this  Indenture,  the  Trustee  may  require
reasonable  indemnity  against  such  expenses or liability as a condition to so
proceeding and the reasonable  expenses of every such examination  shall be paid
by the Company or, if paid by the Trustee or any predecessor  Trustee,  shall be
repaid by the Company upon demand;

         (f) the Trustee may  execute any of the trusts or powers  hereunder  or
perform  any  duties  hereunder  either  directly  or by or  through  agents  or
attorneys  and the  Trustee  shall  not be  responsible  for any  misconduct  or
negligence  on the part of any Agent or attorney  appointed  by it with due care
hereunder; and

         (g) the  Trustee  shall  not be  deemed  to have  notice of an Event of
Default or of any event or  conditions  which,  with the  giving of notice,  the
passage of time, or both,  might  constitute an Event of Default  unless (i) the
Trustee has received  written  notice thereof from the Company or any Noteholder
or (ii) a Trust Officer shall have actual knowledge thereof.

         Section 8.3.         No Responsibility for Recitals, Etc.

         The recitals contained herein and in the Notes (except in the Trustee's
certificate of authentication)  shall be taken as the statements of the Company,
and the Trustee assumes no  responsibility  for the correctness of the same. The
Trustee  makes no  representations  as to the  validity or  sufficiency  of this
Indenture or of the Notes.  The Trustee shall not be accountable  for the use or
application  by  the  Company  of  any  Notes  or  the  proceeds  of  any  Notes
authenticated  and delivered by the Trustee in conformity with the provisions of
this Indenture.

         Section 8.4.         Trustee,  Paying   Agents,  Conversion  Agents  or
                              Registrar May Own Notes.

         The Trustee,  any Paying Agent, any Conversion  Agent or Registrar,  in
its individual or any other  capacity,  may become the owner or pledgee of Notes
with the  same  rights  it would  have if it were  not  Trustee,  Paying  Agent,
Conversion Agent or Registrar.

         Section 8.5.         Monies to Be Held in Trust.

         Subject to the provisions of Section 13.4,  all monies  received by the
Trustee shall,  until used or applied as herein  provided,  be held in trust for
the  purposes for which they were  received.  Money held by the Trustee in trust
thereunder need not be segregated from other funds except to the extent required
by law.  The  Trustee  shall be under no  liability  for  interest  on any money
received  by it  hereunder  except  as may be  agreed  from  time to time by the
Company and the Trustee.

         Section 8.6.         Compensation and Expenses of Trustee.

         The Company  covenants  and agrees to pay to the  Trustee  from time to
time,  and the Trustee  shall be entitled to,  reasonable  compensation  for all
services rendered by it hereunder in any capacity (which shall not be limited by
any  provision of law in regard to the  compensation  of a Trustee of an express
trust),  and the Company will pay or reimburse  the Trustee upon its request for
all reasonable expenses,  disbursements and advances reasonably incurred or made
by the  Trustee  in  accordance  with any of the  provisions  of this  Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel  and of all  Persons  not  regularly  in its  employ),  except  any such
expense,  disbursement  or advance as may arise from the  Trustee's  negligence,
willful  misconduct,  recklessness  or bad faith.  The Company also covenants to
indemnify  the Trustee in any capacity  under this  Indenture and its agents and
any  authenticating  agent for,  and to hold them  harmless  against,  any loss,
liability  or  expense  incurred   without   negligence,   willful   misconduct,
recklessness,  or bad  faith  on the  part  of the  Trustee  or  such  Agent  or
authenticating  agent,  as the case may be, and arising out of or in  connection
with the  acceptance or  administration  of this trust or in any other  capacity
hereunder,  including the costs and expenses of defending themselves against any
claim of liability  in the  premises.  All  indemnifications  and releases  from
liability  granted  hereunder  to the  Trustee  shall  extend  to its  Officers,
directors,  employees,  agents,  successors and assigns.  The obligations of the
Company under this Section 8.6 to compensate or indemnify the Trustee and to pay
or reimburse  the Trustee for  expenses,  disbursements  and  advances  shall be
secured by a lien prior to that of the Notes upon all property and funds held or
collected by the Trustee as such,  except funds held in trust for the benefit of
the Holders of  particular  Notes.  The  obligation  of the  Company  under this
Section 8.6 shall survive the satisfaction and discharge of this Indenture.

         When the  Trustee  and its agents and any  authenticating  agent  incur
expenses  or render  services  after an Event of  Default  specified  in Section
7.1(f) or (g) occurs,  the  expenses and the  compensation  for the services are
intended  to  constitute  expenses  of  administration   under  any  bankruptcy,
insolvency or similar laws.

         Section 8.7.         Officers' Certificate as Evidence.

         Except  as  otherwise   provided  in  Section  8.1,   wherever  in  the
administration  of the provisions of this  Indenture,  the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action  hereunder,  such matter  (unless other  evidence in respect
thereof be herein  specifically  prescribed)  may, in the absence of negligence,
willful  misconduct,  recklessness,  or bad faith on the part of the Trustee, be
deemed to be  conclusively  proved and  established by an Officers'  Certificate
delivered to the Trustee.

         Section 8.8.         Conflicting Interests of Trustee.

         If the Trustee has or shall acquire a conflicting  interest  within the
meaning of the Trust  Indenture  Act, the Trustee  shall either  eliminate  such
interest or resign,  to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

         Section 8.9.         Eligibility of Trustee.

         There shall at all times be a Trustee hereunder which shall be a Person
that is eligible  pursuant to the Trust  Indenture  Act to act as such and which
shall have (or, in the case of a corporation  included in a bank holding company
system,  the related bank  holding  company  shall have) a combined  capital and
surplus of at least  $50,000,000.  If such Person publishes reports of condition
at least annually,  pursuant to law or to the requirements of any supervising or
examining  authority,  then for the  purposes of this  Section 8.9, the combined
capital and surplus of such Person  shall be deemed to be its  combined  capital
and surplus as set forth in its most recent report of condition so published. If
at any time the  Trustee  shall  cease to be  eligible  in  accordance  with the
provisions  of this Section 8.9, it shall resign  immediately  in the manner and
with the effect hereinafter specified in this Article VIII.

         Section 8.10.        Resignation or Removal of Trustee.

                  (a) The  Trustee  may at any time  resign  by  giving  written
notice of such  resignation  to the Company  and to the  Holders of Notes.  Upon
receiving  such notice of  resignation,  the Company  shall  promptly  appoint a
successor Trustee by written instrument, in duplicate,  executed by order of the
Board of  Directors,  one copy of which  instrument  shall be  delivered  to the
resigning Trustee and one copy to the successor Trustee. If no successor Trustee
shall have been so appointed and have accepted  appointment within 60 days after
the mailing of such notice of resignation to the Holders,  the resigning Trustee
may  petition  any court of  competent  jurisdiction  for the  appointment  of a
successor  Trustee,  or any Noteholder who has been a bona fide Holder of a Note
or Notes for at least six months may,  subject to the provisions of Section 7.9,
on behalf of himself and all others similarly situated,  petition any such court
for the appointment of a successor Trustee. Such court may thereupon, after such
notice,  if any,  as it may deem  proper  and  prescribe,  appoint  a  successor
Trustee.

                  (b) In case at any time any of the following shall occur:

                             (1)    the  Trustee  shall  fail  to  comply   with
Section 8.8 after written  request  therefor by the Company or by any Noteholder
who has been a bona fide  Holder of a Note or Notes for at least six (6) months;
or

                             (2) the  Trustee  shall  cease  to be  eligible  in
accordance with the provisions of
Section  8.9 and shall fail to resign  after  written  request  therefor  by the
Company or by any such Noteholder; or

                             (3) the Trustee  shall become  incapable of acting,
or shall be adjudged a bankrupt
or  insolvent,  or a  receiver  of the  Trustee  or of  its  property  shall  be
appointed,  or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of  rehabilitation,  conservation  or
liquidation;

                  then, in any such case, the Company may remove the Trustee and
appoint a successor  Trustee by written  instrument,  in duplicate,  executed by
order of the Board of Directors, one copy of which instrument shall be delivered
to the Trustee so removed and one copy to the successor Trustee,  or, subject to
the provisions of Section 7.9, any Noteholder who has been a bona fide Holder of
a Note or Notes for at least six (6) months  may,  on behalf of himself  and all
others similarly situated,  petition any court of competent jurisdiction for the
removal of the Trustee and the  appointment of a successor  Trustee.  Such court
may thereupon,  after such notice,  if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor Trustee.

                    (c) The Holders of a majority in aggregate  principal amount
of the Notes at the time  outstanding  may at any time  remove the  Trustee  and
nominate a  successor  Trustee  which  shall be deemed  appointed  as  successor
Trustee  unless  within  ten (10)  days  after  notice  to the  Company  of such
nomination, the Company objects thereto, in which case the Trustee so removed or
any  Noteholder,  upon the terms and  conditions  and  otherwise  as in  Section
8.10(a)  provided,  may  petition  any court of  competent  jurisdiction  for an
appointment of a successor Trustee.

                    (d)  Any   resignation   or  removal  of  the   Trustee  and
appointment  of a successor  Trustee  pursuant to any of the  provisions of this
Section  8.10 shall become  effective  upon  acceptance  of  appointment  by the
successor Trustee as provided in Section 8.11.

         Section 8.11.        Acceptance by Successor Trustee.

         Any  successor  Trustee  appointed  as provided  in Section  8.10 shall
execute,  acknowledge and deliver to the Company and to its predecessor  Trustee
an  instrument   accepting  such  appointment   hereunder,   and  thereupon  the
resignation  or removal of the  predecessor  Trustee shall become  effective and
such  successor  Trustee,  without any further act,  deed or  conveyance,  shall
become  vested  with all the  rights,  powers,  duties  and  obligations  of its
predecessor hereunder, with like effect as if originally named as Trustee herein
but,  nevertheless,  on the written  request of the Company or of its  successor
Trustee,  the Trustee ceasing to act shall, upon payment of any amounts then due
it pursuant to the provisions of Section 8.6,  execute and deliver an instrument
transferring to such successor  Trustee all the rights and powers of the Trustee
so ceasing to act. Upon request of any such successor Trustee, the Company shall
execute any and all instruments in writing for more fully and certainly  vesting
in and  confirming  to such  successor  Trustee all such rights and powers.  Any
Trustee ceasing to act shall, nevertheless,  retain a lien upon all property and
funds held or collected by such Trustee as such,  except for funds held in trust
for the benefit of Holders of particular  Notes,  to secure any amounts then due
it pursuant to the provisions of Section 8.6.

         No  successor  Trustee  shall  accept  appointment  as provided in this
Section 8.11 unless at the time of such acceptance, such successor Trustee shall
be  qualified  under the  provisions  of Section 8.8 and be  eligible  under the
provisions of Section 8.9.

         Upon  acceptance of appointment  by a successor  Trustee as provided in
this Section 8.11, the Company (or the former Trustee,  at the written direction
of the Company)  shall mail or cause to be mailed  notice of the  succession  of
such  Trustee  hereunder  the Holders of Notes at their  addresses as they shall
appear on the Note register. If the Company fails to mail such notice within ten
(10)  days  after  acceptance  of  appointment  by the  successor  Trustee,  the
successor  Trustee  shall  cause such  notice to be mailed at the expense of the
Company.

         Section 8.12.        Succession by Merger, Etc.

         Any  corporation  into which the Trustee may be merged or  converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding  to all or  substantially  all  of the  corporate  trust
business of the Trustee  (including any trust created by this Indenture),  shall
be the successor to the Trustee hereunder without the execution or filing of any
paper or any further act on the part of any of the parties hereto, provided that
in the case of any  corporation  succeeding to all or  substantially  all of the
corporate  trust business of the Trustee,  such  corporation  shall be qualified
under the provisions of Section 8.8 and eligible under the provisions of Section
8.9.

         In case at the time such  successor to the Trustee shall succeed to the
trusts created by this Indenture, any of the Notes shall have been authenticated
but not delivered,  any such successor to the Trustee may adopt the  certificate
of authentication of any predecessor  Trustee or authenticating  agent appointed
by such predecessor Trustee, and deliver such Notes so authenticated and in case
at that time any of the Notes shall not have been  authenticated,  any successor
to the Trustee or an  authenticating  agent appointed by such successor  Trustee
may  authenticate  such  Notes  either  in the name of any  predecessor  Trustee
hereunder  or in the name of the  successor  Trustee  and in all such cases such
certificates  shall have the full force  which it is anywhere in the Notes or in
this Indenture provided that the certificate of the Trustee shall have provided,
however,  that the  right to adopt  the  certificate  of  authentication  of any
predecessor  Trustee  shall apply only to its successor or successors by merger,
conversion or consolidation.

         Section 8.13.        Limitation on Rights of Trustee as Creditor.

         If and when the  Trustee  shall be or become a creditor  of the Company
(or any other  obligor  upon the  Notes),  the  Trustee  shall be subject to the
provisions of the Trust  Indenture  Act  regarding the  collection of the claims
against the Company (or any such other obligor).

                                  ARTICLE IX
                          CONCERNING THE NOTEHOLDERS

         Section 9.1.         Action by Holders.

         When in this  Indenture it is provided  that the Holders of a specified
percentage  in  aggregate  principal  amount of the  Notes  may take any  action
(including  the  making of any  demand or  request,  the  giving of any  notice,
consent or waiver or the taking of any other action),  the fact that at the time
of taking any such action, the Holders of such specified  percentage have joined
therein may be evidenced (a) by any  instrument or any number of  instruments of
similar  tenor  executed by Holders in Person or by Agent or proxy  appointed in
writing, or (b) by the record of the Holders of Notes voting in favor thereof at
any meeting of Holders duly called and held in accordance with the provisions of
Article X, or (c) by a combination  of such  instrument or  instruments  and any
such  record of such a meeting of Holders.  Whenever  the Company or the Trustee
solicits the taking of any action by the Holders, the Company or the Trustee may
fix in advance of such  solicitation,  a date as the record date for determining
Holders entitled to take such action.  The record date shall be not more than 15
days prior to the date of commencement of solicitation of such action.

         Section 9.2.         Proof of Execution by Holders.

         Subject to the  provisions of Sections 8.1, 8.2 and 10.5,  proof of the
execution  of any  instrument  by a  Noteholder  or his Agent or proxy  shall be
sufficient if made in accordance with such  reasonable  rules and regulations as
may be prescribed by the Trustee or in such manner as shall be  satisfactory  to
the  Trustee.  The holding of Notes  shall be  provided by the  registry of such
Notes or by a certificate of the Registrar.

         The  record of any  Holders'  meeting  shall be  proved  in the  manner
provided in Section 10.6.

         Section 9.3.         Who are Deemed Absolute Owners.

         The  Company,  any  other  obligor  on  the  Notes,  the  Trustee,  any
authenticating  agent,  any Paying Agent, any Conversion Agent and any Registrar
may deem the Person in whose name such Note  shall be  registered  upon the Note
register to be, and may treat him as, the absolute  owner of such Note  (whether
or not such Note shall be overdue and  notwithstanding any notation of ownership
or other writing thereon) for the purpose of receiving  payment of or on account
of the principal of, premium,  if any, and interest on such Note, for conversion
of such  Note  and for all  other  purposes  and  neither  the  Company  nor any
authenticating  agent nor any  Registrar  shall be affected by any notice to the
contrary.  All such  payments so made to any Holder for the time being,  or upon
his  order,  shall be  valid,  and,  to the  extent  of the sum or sums so paid,
effectual to satisfy and discharge  the  liability for monies  payable upon such
Note.

         Section 9.4.         Company-Owned Notes Disregarded.

         In determining whether the Holders of the requisite aggregate principal
amount of Notes have concurred in any direction, consent, waiver or other action
under this Indenture,  Notes which are owned by the Company or any other obligor
on the Notes or by any Person  directly or indirectly  controlling or controlled
by or under  direct or  indirect  common  control  with the Company or any other
obligor on the Notes shall be disregarded  and deemed not to be outstanding  for
the  purpose  of any  such  determination,  provided  that for the  purposes  of
determining  whether  the  Trustee  shall be  protected  in  relying on any such
direction,  consent,  waiver or other  action,  only Notes which a Trust Officer
knows  are so owned  shall be so  disregarded.  Notes so owned  which  have been
pledged in good faith may be  regarded  as  outstanding  for the purpose of this
Section 9.4 if the pledgee shall  establish to the  satisfaction  of the Trustee
the pledgee's  right to vote such Notes and that the pledgee is not the Company,
any other obligor on the Notes or a Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company of any
such other obligor.  In the case of a dispute as to such right,  any decision by
the Trustee  taken upon the advice of counsel  shall be full  protection  to the
Trustee.  Upon request of the Trustee,  the Company shall furnish to the Trustee
promptly an Officers'  Certificate  listing and  identifying  all Notes, if any,
known by the  Company  to be owned or held by or for the  account  of any of the
above-described  Persons  and,  subject to Section  8.1,  the  Trustee  shall be
entitled to accept such  Officers'  Certificate  as  conclusive  evidence of the
facts  therein  set forth and of the fact that all Notes not listed  therein are
outstanding for the purpose of any such determination.

         Section 9.5.         Revocation of Consents;  Future Holders Bound.

         At any time prior to (but not after) the evidencing to the Trustee,  as
provided  in Section  9.1,  of the  taking of any  action by the  Holders of the
percentage  in  aggregate  principal  amount  of the  Notes  specified  in  this
Indenture in connection with such action, any Holder of a Note which is shown by
the evidence to be included in the Notes the Holders of which have  consented to
such  action  may, by filing  written  notice with the Trustee at its  Corporate
Trust Office and upon proof of holding as provided in Section  9.2,  revoke such
action so far as it concerns  such Note.  Except as  aforesaid,  any such action
taken by the Holder of any Note shall be conclusive and binding upon such Holder
and upon all future  Holders and owners of such Note and of any Notes  issued in
exchange or  substitution  therefor,  irrespective  of whether  any  notation in
regard  thereto  is made  upon  such  Note or any Note  issued  in  exchange  or
substitution therefor.

                                    ARTICLE X
                              NOTEHOLDERS' MEETINGS

         Section 10.1.        Purpose of Meetings.

         A meeting  of  Holders  may be called at any time and from time to time
pursuant to the provisions of this Article X for any of the following purposes:

                  (a) to give any notice to the  Company or to the Trustee or to
give any directions to the Trustee permitted under this Indenture, or to consent
to  the  waiving  of  any  default  or  Event  of  Default   hereunder  and  its
consequences,  or to take any other  action  authorized  to be taken by  Holders
pursuant to any of the provisions of Article VII;

                  (b) to remove the  Trustee and  nominate a  successor  Trustee
pursuant to the provisions of Article VIII;

                  (c) to consent to the  execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 11.2; or

                  (d) to take any other action  authorized  to be taken by or on
behalf of the Holders of any specified  aggregate  principal amount of the Notes
under any other provision of this Indenture or under applicable law.

         Section 10.2.        Call of Meetings by Trustee.

         The  Trustee  may at any time call a  meeting  of  Holders  to take any
action specified in Section 10.1, to be held at such time and at such place at a
location within ten (10) miles of the Corporate Trust Office or in New York, New
York,  as the Trustee shall  determine.  Notice of every meeting of the Holders,
setting  forth the time and the place of such  meeting and in general  terms the
action proposed to be taken at such meeting and the  establishment of any record
date  pursuant  to  Section  9.1,  shall be mailed to  Holders of Notes at their
addresses as they shall appear on the Note  register.  Such notice shall also be
mailed to the Company.  Such  notices  shall be mailed not less than 20 nor more
than 90 days prior to the date fixed for the meeting.

         Any meeting of Holders shall be valid without  notice if the Holders of
all Notes  then  outstanding  are  present in Person or by proxy or if notice is
waived before or after the meeting by the Holders of all Notes outstanding,  and
if  the  Company  and  the  Trustee  are  either  present  by  duly   authorized
representatives or have, before or after the meeting, waived notice.

         Section 10.3.        Call of Meetings by Company or Holders.

         In case at any time the Company,  pursuant to a resolution of its Board
of  Directors,  or the  Holders of at least ten percent in  aggregate  principal
amount of the Notes then outstanding, shall have requested the Trustee to call a
meeting of Holders,  by written request  setting forth in reasonable  detail the
action  proposed  to be taken at the  meeting,  and the  Trustee  shall not have
mailed the notice of such meeting  within 20 days after receipt of such request,
then the  Company or such  Holders may  determine  the time and the place at any
location within 10 miles of the Corporate Trust Office or New York, New York for
such meeting and may call such meeting to take any action  authorized in Section
10.1, by mailing notice thereof as provided in Section 10.2.

         Section 10.4.        Qualifications for Voting.

         To be entitled to vote at any meeting of Holders a Person  shall (a) be
a Holder of one or more Notes on the record date  pertaining  to such meeting or
(b) be a Person  appointed by an  instrument  in writing as proxy by a Holder of
one or more  Notes.  The only  Persons who shall be entitled to be present or to
speak at any meeting of Holders  shall be the  Persons  entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.

         Section 10.5.        Regulations.

         Notwithstanding any other provisions of this Indenture, the Trustee may
make such  reasonable  regulations  as it may deem  advisable for any meeting of
Holders,  in regard to proof of the holding of Notes and of the  appointment  of
proxies, and in regard to the appointment and duties of inspectors of votes, the
submission and  examination of proxies,  certificates  and other evidence of the
right to vote,  and such other matters  concerning the conduct of the meeting as
it shall think fit.

         The Trustee  shall,  by an instrument  in writing,  appoint a temporary
chairman  of the  meeting,  unless the  meeting  shall  have been  called by the
Company or by Holders as provided in Section  10.3, in which case the Company or
the  Holders  calling  the  meeting,  as the case may be,  shall in like  manner
appoint a temporary chairman.  A permanent chairman and a permanent secretary of
the meeting  shall be elected by vote of the Holders of a majority in  principal
amount of the Notes  represented  at the  meeting  and  entitled  to vote at the
meeting.

         Subject  to  the  provisions  of  Section  9.4,  at  any  meeting  each
Noteholder  or proxy  Holder  shall  be  entitled  to one  vote for each  $1,000
principal  amount of Notes  then  outstanding  and held or  represented  by him,
provided,  however,  that no vote  shall be cast or  counted  at any  meeting in
respect of any Note  challenged as not  outstanding and ruled by the chairman of
the meeting to be not  outstanding.  The  chairman of the meeting  shall have no
right to vote  other  than by  virtue  of Notes  held by him or  instruments  in
writing as aforesaid duly  designating  him as the proxy vote on behalf of other
Holders.  Any meeting of Holders  duly  called  pursuant  to the  provisions  of
Section  10.2 or 10.3 may be  adjourned  from time to time by the  Holders  of a
majority of the aggregate  principal amount of Notes represented at the meeting,
whether  or not  constituting  a  quorum,  and  the  meeting  may be  held as so
adjourned without further notice.

         Section 10.6.        Voting.

         The vote upon any resolution  submitted to any meeting of Holders shall
be by written  ballot on which shall be subscribed the signatures of the Holders
of Notes or of their  representative  by proxy and the  principal  amount of the
Notes held or represented  by them. The permanent  chairman of the meeting shall
appoint  two  inspectors  of votes who shall count all votes cast at the meeting
for or against any  resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at the
meeting.  A record in  duplicate of the  proceedings  of each meeting of Holders
shall be prepared by the secretary of the meeting and there shall be attached to
said  record  the  original  reports of the  inspectors  of votes on any vote by
ballot taken thereat and affidavits by one or more Persons  having  knowledge of
the facts  setting  forth a copy of the notice of the meeting  and showing  that
said notice was mailed as provided in Section  10.2.  The record  shall show the
principal amount of the Notes voting in favor of or against any resolution.  The
record shall be signed and verified by the affidavits of the permanent  chairman
and secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee,  the latter
to have attached thereto the ballots voted at the meeting.

         Any record so signed and verified  shall be conclusive  evidence of the
matters therein stated.

         Section 10.7.        No Delay of Rights by Meeting.

         Nothing in this  Article X shall be deemed or construed to authorize or
permit, by reason of any call of a meeting of Holders or any rights expressly or
impliedly  conferred  hereunder to make such call, any hindrance or delay in the
exercise of any right or rights  conferred upon or reserved to the Trustee or to
the Holders under any of the provisions of this Indenture or of the Notes.

                                   ARTICLE XI
                             SUPPLEMENTAL INDENTURES

         Section 11.1.       Supplemental Indentures Without Consent of Holders.

         The Company,  when  authorized by resolutions of the Board of Directors
certified by its Secretary or an Assistant  Secretary,  and the Trustee may from
time to time and at any time enter into an indenture or indentures  supplemental
hereto for one or more of the following purposes:

                  (a) to make provisions  with respect to the conversion  rights
of the Holders of Notes  pursuant  to the  requirements  of Section  15.6 or the
repurchase  obligations of the Company  pursuant to the  requirements of Section
16.5;

                  (b)  subject  to  Article  IV, to  convey,  transfer,  assign,
mortgage  or pledge to the Trustee as security  for the Notes,  any  property or
assets;
                  (c) to evidence the  succession of another  corporation to the
Company,  or  successive  successions,  and  the  assumption  by  the  successor
corporation of the covenants, agreements and obligations of the Company pursuant
to Article XII;

                  (d) to  add to the  covenants  of  the  Company  such  further
covenants,  restrictions or conditions as the Board of Directors and the Trustee
shall  consider to be for the  benefit of the Holders of Notes,  and to make the
occurrence,  or the  occurrence  and  continuance,  of a  default  in  any  such
additional  covenants,  restrictions  or  conditions  a  default  or an Event of
Default  permitting  the  enforcement  of all or  any  of the  several  remedies
provided  in this  Indenture  as herein  set forth  provided,  however,  that in
respect  of  any  such  additional  covenant,  restriction  or  conditions  such
supplemental  indenture  may  provide  for a  particular  period of grace  after
default  (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default;

                  (e) to provide for the issuance  under this Indenture of Notes
in coupon form (including Notes registrable as to principal only) and to provide
for  exchangeability  of such Notes  with the Notes  issued  hereunder  in fully
registered form and to make all appropriate changes for such purpose;

                  (f) to cure any  ambiguity  or to  correct or  supplement  any
provision  contained  herein  or in  any  supplemental  indenture  which  may be
defective or inconsistent  with any other provisions  contained herein or in any
supplemental indenture, or to make such other provisions in regard to matters or
questions  arising under this  Indenture  which shall not  materially  adversely
affect the interests of the Holders;

                  (g) to evidence and provide for the  acceptance of appointment
hereunder by a successor Trustee with respect to the Notes; or

                  (h) to  modify,  eliminate  or add to the  provisions  of this
Indenture to such extent as shall be necessary  to effect the  qualification  of
this  Indenture  under the Trust  Indenture  Act, or under any  similar  federal
statue hereafter enacted.

         The  Trustee  is  hereby  authorized  to join with the  Company  in the
execution of any such supplemental  indenture,  to make any further  appropriate
agreements  and  stipulations  which may be therein  contained and to accept the
conveyance,  transfer and assignment of any property thereunder, but the Trustee
shall  not  be  obligated  to,  but  may  in  its  discretion,  enter  into  any
supplemental  indenture  which  affects  the  Trustee's  own  rights,  duties or
immunities under this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
11.1 may be executed  by the Company and the Trustee  without the consent of the
Holders of any of the Notes at the time outstanding,  notwithstanding any of the
provisions of Section 11.2.

         Section 11.2.        Supplemental Indentures with Consent of Holders.

         With the consent  (evidenced  as provided in Article IX) of the Holders
of not less than a majority in  aggregate  principal  amount of the Notes at the
time  outstanding  determined in accordance with Section 9.4, the Company,  when
authorized by the  resolutions  of the Board of  Directors,  and the Trustee may
from  time  to time  and at any  time  enter  into an  indenture  or  indentures
supplemental  hereto for the purpose of adding any  provisions to or changing in
any  manner  or  eliminating  any of the  provisions  of this  Indenture  or any
supplemental  indenture or of modifying in any manner the rights of the Holders,
provided,  however,  that no such  supplemental  indenture  shall (i) extend the
fixed  maturity of any Note, or reduce the rate or extend the time of payment of
interest  thereon,  or reduce the principal  amount thereof or premium,  if any,
thereon, or reduce any amount payable on redemption thereof, or impair the right
of any  Noteholder  to  institute  suit  for the  payment  thereof,  or make the
principal thereof or interest or premium, if any, thereon payable in any coin or
currency other than that provided in the Notes, or modify the provisions of this
Indenture with respect to the  subordination of the Notes in a manner adverse to
the Holders in any material respect,  or change the obligation of the Company to
repurchase  any Note  upon the  occurrence  of a Change in  Control  in a manner
adverse  to the Holder of Notes,  or impair the right to convert  the Notes into
Common Stock in any material respect,  without the consent of the Holder of each
Note so affected,  or (ii) reduce the aforesaid percentage of Notes, the Holders
of which are required to consent to any such  supplemental  indentures,  without
the consent of the Holders of all Notes then outstanding.

         Upon  the  request  of  the  Company,  accompanied  by a  copy  of  the
resolutions of the Board of Directors certified by its Secretary or an Assistant
Secretary  authorizing the execution of any such  supplemental  indentures,  and
upon the  filing  with the  Trustee  of  evidence  of the  consent of Holders as
aforesaid  the  Trustee  shall join with the  Company in the  execution  of such
supplemental indentures unless such supplemental indenture affects the Trustee's
own rights,  duties or immunities  under this  Indenture or otherwise,  in which
case the Trustee may in its  discretion,  but shall not be  obligated  to, enter
into such supplemental indenture.

         It shall not be  necessary  for the consent of the  Holders  under this
Section  11.2  to  approve  the  particular  form of any  proposed  supplemental
indenture,  but it  shall  be  sufficient  if such  consent  shall  approve  the
substance thereof.

         Section 11.3.        Effect of Supplemental Indenture.

         Any supplemental  indenture executed pursuant to the provisions of this
Article  XI shall  comply  with the  Trust  Indenture  Act,  as then in  effect,
provided that this Section 11.3 shall not require such supplemental indenture or
the Trustee to be qualified under the Trust Indenture Act prior to the time such
qualification  is in fact required under the terms of the Trust Indenture Act or
the Indenture has been  qualified  under the Trust  Indenture  Act, nor shall it
constitute  any admission or  acknowledgment  by any party to such  supplemental
indenture  that any  such  qualification  is  required  prior  to the time  such
qualification  is in fact required under the terms of the Trust Indenture Act or
the  Indenture  has been  qualified  under the  Trust  Indenture  Act.  Upon the
execution  of any  supplemental  indenture  pursuant to the  provisions  of this
Article XI, this Indenture  shall be and be deemed to be modified and amended in
accordance   therewith  and  the  respective   rights,   limitation  of  rights,
obligations,  duties and  immunities  under this  Indenture of the Trustee,  the
Company and the Holders of Notes shall  thereafter be determined,  exercised and
enforced  hereunder subject in all respects to such modifications and amendments
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and  conditions of this  Indenture for any and
all purposes.

         Section 11.4.        Notation on Notes.

         Notes   authenticated   and  delivered   after  the  execution  of  any
supplemental  indenture pursuant to the provisions of this Article XI may bear a
notation in form  approved by the Trustee as to any matter  provided for in such
supplemental  indenture.  If the Company or the Trustee shall so determine,  new
Notes so modified as to conform,  in the opinion of the Trustee and the Board of
Directors,  to  any  modification  of  this  Indenture  contained  in  any  such
supplemental  indenture may, at the Company's expense,  be prepared and executed
by the Company,  authenticated by the Trustee (or an  authenticating  agent duly
appointed by the Trustee  pursuant to Section  17.11) and  delivered in exchange
for the Notes then outstanding, upon surrender of such Notes then outstanding.

         Section 11.5.       Evidence of Compliance of Supplemental Indenture to
                             Be Furnished Trustee.

         The  Trustee,  subject to the  provisions  of Sections 8.1 and 8.2, may
require an  Officers'  Certificate  and an  Opinion  of  Counsel  as  conclusive
evidence that any supplemental  indenture executed pursuant hereto complies with
the requirements of this Article XI.

                                   ARTICLE XII
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

         Section 12.1.        Company May Consolidate Etc. on Certain Terms.

         Subject to the provisions of Sections 12.2 and 16.1,  nothing contained
in this  Indenture  or in any of the Notes shall  prevent any  consolidation  or
merger  of the  Company  with or into  any  other  corporation  or  corporations
(whether or not affiliated with the Company),  or successive  consolidations  or
mergers in which the Company or its successor or successors  shall be a party or
parties,  or shall prevent any sale,  conveyance or lease (or successive  sales,
conveyances  or leases) of the  property  of the  Company,  substantially  as an
entirety, to any other corporation (whether or not affiliated with the Company),
authorized  to acquire and operate  the same and which,  in each case,  shall be
organized  under the laws of the United States of America,  any state thereof or
the District of Columbia,  provided,  that upon any such consolidation,  merger,
sale,  conveyance or lease, if the Company is not the surviving entity,  the due
and punctual  payment of the  principal of and premium,  if any, and interest on
all of the Notes, according to their tenor, and the due and punctual performance
and  observance of all of the covenants and  conditions of this  Indenture to be
performed by the Company,  shall be expressly assumed, by supplemental indenture
satisfactory  in form to the Trustee,  executed and  delivered to the Trustee by
the  corporation (if other than the Company)  formed by such  consolidation,  or
into which the Company shall have been merged, or by the corporation which shall
have acquired or leased such property,  and such  supplemental  indenture  shall
provide for the applicable conversion rights set forth in Section 15.6.

         Section 12.2.        Successor Corporation to Be Substituted.

         In case of any such consolidation,  merger,  sale,  conveyance or lease
referenced in Section 12.1 and upon the assumption by any successor corporation,
by supplemental  indenture  required by Section 12.1,  executed and delivered to
the Trustee and  satisfactory  in form to the  Trustee,  of the due and punctual
payment of the  principal  of and  premium,  if any,  and interest on all of the
Notes  and  the  due  and  punctual  performance  of all of  the  covenants  and
conditions  of  this  Indenture  to be  performed  by  Company,  such  successor
corporation  shall succeed to and be substituted for the Company,  with the same
effect  as if it had been  named  herein  as such.  Such  successor  corporation
thereupon  may cause to be signed and may issue either in its own name or in the
name of World  Access,  Inc. any or all of the Notes  issuable  hereunder  which
theretofore  shall not have been  signed by the  Company  and  delivered  to the
Trustee and, upon the order of such successor corporation instead of the Company
and  subject to all the terms,  conditions  and  limitations  in this  Indenture
prescribed,  the Trustee shall  authenticate  and shall deliver,  or cause to be
authenticated  and delivered,  any Notes which previously shall have been signed
and delivered by the Officers of the Company to the Trustee for  authentication,
and any Notes  which such  successor  corporation  thereafter  shall cause to be
signed and  delivered to the Trustee for that  purpose.  All the Notes so issued
shall in all respects have the same legal rank and benefit under this  Indenture
as the Notes  theretofore or thereafter  issued in accordance  with the terms of
this  Indenture  as though all of such Notes had been  issued at the date of the
execution  hereof.  In the  event of any  such  consolidation,  merger,  sale or
conveyance  (but not in the event of any such  lease),  the Person  named as the
"Company" in the first  paragraph of this Indenture or any successor which shall
thereafter  have become such in the manner  prescribed in this Article XII shall
be released from its  liabilities as obligor and maker of the Notes and from its
obligations under this Indenture.

         In case of any such consolidation,  merger, sale,  conveyance or lease,
such changes in  phraseology  and form (but not in substance) may be made in the
Notes thereafter to be issued as may be appropriate.

         Section 12.3.        Opinion of Counsel to Be Given Trustee.

         The  Trustee,  subject  to  Sections  8.1 and  8.2,  shall  receive  an
Officers'  Certificate and an Opinion of Counsel as conclusive evidence that any
such consolidation,  merger,  sale,  conveyance or lease and any such assumption
complies with the provisions of this Article XII.


                                  ARTICLE XIII

                     SATISFACTION AND DISCHARGE OF INDENTURE

         Section 13.1.        Discharge of Indenture.

         When (a) the Company shall deliver to the Trustee for  cancellation all
Notes theretofore authenticated (other than any Notes which have been destroyed,
lost or stolen and in lieu of or in  substitution  for which  other  Notes shall
have been authenticated and delivered) and not theretofore  canceled, or (b) all
the Notes not theretofore  canceled or delivered to the Trustee for cancellation
shall  have  become  due and  payable,  or are by their  terms to become due and
payable  within one year or are to be canceled  for  redemption  within one year
under  arrangements  satisfactory  to the  Trustee  for the  giving of notice of
redemption,  and the Company  shall deposit with the Trustee,  in trust,  monies
sufficient to pay at maturity or upon redemption of all of the Notes (other than
any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu
of or in substitution  for which other Notes shall have been  authenticated  and
delivered)   not   theretofore   canceled  or   delivered  to  the  Trustee  for
cancellation,  including  principal and premium,  if any, and interest due or to
become due to such date of maturity or Redemption  Date, as the case may be, and
if in either case the Company  shall also pay or cause to be paid all other sums
payable  hereunder  by the  Company,  then this  Indenture  shall cease to be of
further effect (except as to (i) remaining  rights of  registration of transfer,
substitution  and exchange and  conversion  of Notes,  (ii) rights  hereunder of
Holders to receive  payments of principal  of and premium,  if any, and interest
on,  the Notes and the other  rights,  duties and  obligations  of  Holders,  as
beneficiaries  hereof with respect to the amounts, if any, so deposited with the
Trustee  and  (iii)  the  rights,  obligations  and  immunities  of the  Trustee
hereunder),  and  the  Trustee,  on  demand  of the  Company  accompanied  by an
Officers'  Certificate and an Opinion of Counsel as required by Section 17.5 and
at  the  cost  and  use  of  the  Company,   shall  execute  proper  instruments
acknowledging  satisfaction  of and  discharging  this  Indenture  the  Company,
however,  hereby  agreeing  to  reimburse  the Trustee for any costs or expenses
thereafter reasonably and properly incurred by the Trustee and to compensate the
Trustee for any services  thereafter  reasonably  and  properly  rendered by the
Trustee in connection with this Indenture or the Notes.

         Section 13.2.        Deposited Monies to Be Held in Trust by Trustee.

         Subject to Section 13.4, all monies deposited with the Trustee pursuant
to Section  13.1 and not in  violation  of Article IV shall be held in trust for
the sole  benefit of the  Holders  and not to be  subject  to the  subordination
provisions of Article IV, and such monies shall be applied by the Trustee to the
payment,  either directly or through any Paying Agent  (including the Company if
acting as its own Paying Agent),  to the Holders of the particular Notes for the
payment or redemption of which such monies have been deposited with the Trustee,
of all sums due and to  become  due  thereon  for  principal  and  interest  and
premium, if any.

         Section 13.3.        Paying Agent to Repay Monies Held.

         Upon the satisfaction and discharge of this Indenture,  all monies then
held by any Paying  Agent for the Notes  (other than the  Trustee)  shall,  upon
written request of the Company, be repaid to the Company or paid to the Trustee,
and  thereupon  such Paying Agent shall be released  from all further  liability
with respect to such monies.

         Section 13.4.        Return of Unclaimed Monies.

         Subject to the requirement of applicable law, any monies deposited with
or paid to the Trustee  for payment of the  principal  of,  premium,  if any, or
interest  on Notes and not  applied but  remaining  unclaimed  by the Holders of
Notes for two years after the date upon which the principal of, premium, if any,
or  interest  on such  Notes,  as the case may be,  shall  have  become  due and
payable,  shall be repaid  to the  Company  by the  Trustee  on  demand  and all
liability of the Trustee shall thereupon cease with respect to such monies,  and
the Holder of any of the Notes shall thereafter look only to the Company for any
payment  which such Holder may be entitled  to collect  except if an  applicable
abandoned property law does not so permit.

         Section 13.5.        Reinstatement.

         If the  Trustee  or the  Paying  Agent is  unable to apply any money in
accordance  with Section 13.2 by reason of any order or judgment of any court of
governmental  authority  enjoining,  restraining or otherwise  prohibiting  such
application,  the Company's obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred  pursuant to Section
13.1 until such time as the Trustee or the Paying  Agent is  permitted  to apply
all such money in accordance with Section 13.2, provided,  however,  that if the
Company makes any payment of interest or premium, if any, on or principal of any
Note  following  the  reinstatement  of its  obligations,  the Company  shall be
subrogated  to the rights of the Holders of such Notes to receive  such  payment
from the money held by the Trustee or Paying Agent.



                                  ARTICLE XIV

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

         Section 14.1.        Indenture and Notes Solely Corporate Obligations.

         No recourse for the payment of the principal of or premium,  if any, or
interest on any Note,  or for any claim based  thereon or  otherwise  in respect
thereof, and no recourse under or upon any obligation,  covenant or agreement of
the Company in this Indenture or in any  supplemental  indenture or in any Note,
or because of the creation of any Indebtedness represented thereby, shall be had
against any incorporator,  stockholder, employee, agent, Officer, or director or
subsidiary, as such, past, present or future, of the Company or of any successor
corporation,   either   directly  or  through  the  Company  or  any   successor
corporation,  whether by virtue of any constitution,  statute or rule of law, or
by the  enforcement of any assessment or penalty or otherwise it being expressly
understood that all such liability is hereby  expressly waived and released as a
condition of, and as a  consideration  for, the execution of this  Indenture and
the issue of the Notes.

                                   ARTICLE XV
                               CONVERSION OF NOTES

         Section 15.1.        Right to Convert.

         Subject to and upon  compliance  with the provisions of this Indenture,
the Holder of any Note shall have the right, at his option, at any time prior to
the close of business on October 1, 2002 (except that,  with respect to any Note
or portion of a Note which  shall be called  for  redemption,  such right  shall
terminate,  except as provided in Section  15.2 or Section  3.4, at the close of
business on the fifth  Business Day preceding  the date fixed for  redemption of
such Note or portion of a Note,  unless the Company shall default in payment due
upon  redemption  thereof) to convert the principal  amount of any such Note, or
any portion of such  principal  amount  which is $1,000 or an integral  multiple
thereof,  into that  number of fully  paid and  non-assessable  shares of Common
Stock (as such  shares  shall then be  constituted)  obtained  by  dividing  the
principal  amount of the Note or portion  thereof  surrendered for conversion by
the  Conversion  Price in effect at such time, by surrender of the Note so to be
converted in whole or in part in the manner provided, together with any required
funds,  in Section  15.2.  A Holder of Notes is not  entitled to any rights of a
Holder of Common  Stock  until  such  Holder has  converted  his Notes to Common
Stock,  and only to the extent such Notes are deemed to have been  converted  to
Common Stock under this Article XV.

         Section 15.2.      Exercise of Conversion Privilege; Issuance of Common
                            Stock on Conversion; No  Adjustment  for Interest or
                            Dividends.

         In order to exercise the conversion  privilege with respect to any Note
in certificated form, the Holder of any such Note to be converted in whole or in
part shall surrender such Note, duly endorsed, at an office or agency maintained
by the  Company  pursuant  to Section  5.3,  accompanied  by the funds,  if any,
required by the  penultimate  paragraph  of this  Section  15.2,  and shall give
written  notice of  conversion  in the form provided on the Notes (or such other
notice  which is  acceptable  to the  Company) to such office or agency that the
Holder  elects to convert  such Note or the portion  thereof  specified  in said
notice.  Such  notice  shall  also  state  the name or names  (with  address  or
addresses) in which the certificate or  certificates  for shares of Common Stock
which  shall be  issuable  on such  conversion  shall be  issued,  and  shall be
accompanied by transfer taxes,  if required  pursuant to Section 15.7. Each such
Note surrendered for conversion shall,  unless the shares issuable on conversion
are to be issued  in the same name as the  registration  of such  Note,  be duly
endorsed by, or be accompanied  by instruments of transfer in form  satisfactory
to the Company duly executed by, the Holder or his duly authorized attorney.

         In order to  exercise  the  conversion  privilege  with  respect to any
interest in a Note in global  form,  the  beneficial  Holder must  complete  the
appropriate  instruction  form  for  conversion  pursuant  to  the  Depositary's
book-entry  conversion  program,  deliver by book-entry  delivery an interest in
such  Note  in  global  form,  furnish  appropriate  endorsements  and  transfer
documents if required by the Company or the Trustee or Conversion Agent, and pay
the funds,  if any,  required by this  Section  15.2 and any  transfer  taxes if
required pursuant to Section 15.7.

         As promptly as practicable  after  satisfaction of the requirements for
conversion  set forth above,  subject to  compliance  with any  restrictions  on
transfer if shares  issuable on conversion are to be issued in a name other than
that of the Noteholder (as if such transfer were a transfer of the Note or Notes
(or portion thereof) so converted), the Company shall issue and shall deliver to
such Holder at the office or agency  maintained  by the Company for such purpose
pursuant to Section 5.3, a certificate  or  certificates  for the number of full
shares of Common  Stock  issuable  upon the  conversion  of such Note or portion
thereof in accordance with the provisions of this Article and a check or cash in
respect of any fractional interest in respect of a share of Common Stock arising
upon  such  conversion,  as  provided  in  Section  15.3.  In case any Note of a
denomination  greater than $1,000 shall be surrendered  for partial  conversion,
and subject to Section  2.3,  the Company  shall  execute and the Trustee  shall
authenticate  and  deliver  to the  Holder of the Note so  surrendered,  without
charge to him, a new Note or Notes in authorized  denominations  in an aggregate
principal amount equal to the unconverted portion of the surrendered Note.

         Each  conversion  shall be deemed to have been  effected as to any such
Note (or portion  thereof) on the date on which the requirements set forth above
in this Section 15.2 have been  satisfied as to such Note (or portion  thereof),
and the  Person in whose  name any  certificate  or  certificates  for shares of
Common  Stock shall be  issuable  upon such  conversion  shall be deemed to have
become on said date the  Holder of  record of the  shares  represented  thereby,
provided,  however,  that any such surrender on any date when the stock transfer
books of the Company shall be closed shall  constitute  the Person in whose name
the  certificates are to be issued as the record Holder thereof for all purposes
on the next succeeding day on which such stock transfer books are open, but such
conversion  shall be at the  Conversion  Price in effect on the date upon  which
such Note shall be surrendered.

         Any Note or  portion  thereof  surrendered  for  conversion  during the
period from the close of business  on the record date for any  interest  payment
date to the close of business on the Business Day next  preceding  the following
interest payment date shall (unless such Note or portion thereof being converted
shall have been  called  for  redemption  during  the  period  from the close of
business on such record date to the close of business on the  Business  Day next
preceding the following interest payment date) be accompanied by payment, in New
York Clearing House funds or other funds acceptable to the Company, of an amount
equal to the interest  payable on such  interest  payment date on the  principal
amount being converted provided,  however,  that no such payment need be made if
there shall exist at the time of conversion a default in the payment of interest
on the Notes. In the event a Note or portion thereof is called for redemption on
or after  October  1, 2000 and  before  April 1, 2001 and the  Holder  elects to
convert  such Note after it has been called for  redemption,  the Holder will be
entitled  to receive  interest  on such Note for the  period  from April 1, 2000
through  October 1, 2000.  Except as provided  above in this  Section  15.2,  no
adjustment  shall be made for  interest  accrued  on any Note  converted  or for
dividends on any shares  issued upon the  conversion of such Note as provided in
this Article.

         Upon the  conversion  of an  interest  in a Note in  global  form,  the
Trustee, or the Custodian at the direction of the Trustee, shall make a notation
on such  Note  in  global  form  as to the  reduction  in the  principal  amount
represented thereby as a result of such conversion.

         Section 15.3.        Cash Payments in Lieu of Fractional Shares.

         No fractional shares of Common Stock or scrip  representing  fractional
shares shall be issued upon  conversion of Notes. If more than one Note shall be
surrendered  for  conversion at one time by the same Holder,  the number of full
shares which shall be issuable upon conversion shall be computed on the basis of
the aggregate  principal  amount of the Notes (or specified  portions thereof to
the extent  permitted  hereby) so surrendered.  If any fractional share of stock
would be issuable upon the  conversion  of any Note or Notes,  the Company shall
make an  adjustment  and payment  therefor in cash at the current  market  value
thereof to the Holder of Notes.  The current  market  value of a share of Common
Stock shall be the Closing Price on the first Trading Day immediately  preceding
the day on which the Notes (or  specified  portions  thereof) are deemed to have
been converted.

         Section 15.4.        Conversion Price.

         The conversion  price shall be as specified in the form of Note (herein
called  the  "Conversion  Price")  attached  as  Exhibit  A hereto,  subject  to
adjustment as provided in this Article XV.

         Section 15.5.        Adjustment of Conversion Price.

         The Conversion Price shall be adjusted from time to time by the Company
as follows:

         (a) In case  the  Company  shall  hereafter  pay a  dividend  or make a
distribution to all Holders of the outstanding  Common Stock in shares of Common
Stock,  the  Conversion  Price in effect at the  opening of business on the date
following  the date fixed for the  determination  of  stockholders  entitled  to
receive such dividend or other distribution shall be reduced by multiplying such
Conversion  Price by a fraction  of which the  numerator  shall be the number of
shares of Common  Stock  outstanding  at the close of business on the date fixed
for such  determination  and the denominator  shall be the sum of such number of
shares  and the total  number  of shares  constituting  such  dividend  or other
distribution,  such reduction to become effective  immediately after the opening
of  business on the day  following  the date fixed for such  determination.  The
Company will not pay any dividend or make any  distribution  on shares of Common
Stock held in the treasury of the Company.  If any dividend or  distribution  of
the type described in this Section  15.5(a) is declared but not so paid or made,
the Conversion Price shall again be adjusted to the Conversion Price which would
then be in effect if such dividend or distribution had not been declared.

         (b) In case the Company  shall issue  rights or warrants to all Holders
of its outstanding  shares of Common Stock entitling them (for a period expiring
within 45 days after the date fixed for  determination of stockholders  entitled
to receive  such rights or  warrants)  to  subscribe  for or purchase  shares of
Common Stock at a price per share less than the Current Market Price (as defined
below) on the date fixed for  determination of stockholders  entitled to receive
such rights or warrants, the Conversion Price shall be adjusted so that the same
shall equal the price  determined by multiplying the Conversion  Price in effect
immediately prior to the date fixed for  determination of stockholders  entitled
to receive such rights or warrants by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding at the close of business on the
date fixed for determination of stockholders entitled to receive such rights and
warrants  plus the number of shares which the  aggregate  offering  price of the
total number of shares so offered would  purchase at such Current  Market Price,
and of which the  denominator  shall be the  number  of  shares of Common  Stock
outstanding  on the date fixed for  determination  of  stockholders  entitled to
receive such rights and warrants plus the total number of  additional  shares of
Common Stock offered for  subscription  or purchase.  Such  adjustment  shall be
successively  made  whenever any such rights and warrants are issued,  and shall
become effective  immediately after the opening of business on the day following
the date fixed for determination of stockholders entitled to receive such rights
or warrants.  To the extent that shares of Common Stock are not delivered  after
the  expiration  of such  rights or  warrants,  the  Conversion  Price  shall be
readjusted  to the  Conversion  Price  which  would  then be in  effect  had the
adjustments  made upon the issuance of such rights or warrants  been made on the
basis of  delivery  of only the  number  of  shares  of  Common  Stock  actually
delivered.  In the event that such  rights or  warrants  are not so issued,  the
Conversion  Price shall again be adjusted to be the Conversion Price which would
then be in effect  if such date  fixed  for the  determination  of  stockholders
entitled to receive such rights or warrants had not been fixed.  In  determining
whether any rights or warrants  entitle the Holders to subscribe for or purchase
shares  of  Common  Stock  at  less  than  such  Current  Market  Price,  and in
determining the aggregate  offering price of such shares of Common Stock,  there
shall be taken into account any  consideration  received by the Company for such
rights or warrants,  the value of such consideration,  if other than cash, to be
determined by the Board of Directors.

         (c) In case outstanding shares of Common Stock shall be subdivided into
a greater number of shares of Common Stock,  the  Conversion  Price in effect at
the opening of business on the day following the day upon which such subdivision
becomes  effective shall be  proportionately  reduced,  and conversely,  in case
outstanding  shares of Common Stock shall be combined  into a smaller  number of
shares of Common  Stock,  the  Conversion  Price in  effect  at the  opening  of
business  on the day  following  the day upon  which  such  combination  becomes
effective shall be proportionately increased, such reduction or increase, as the
case may be, to become  effective  immediately  after the opening of business on
the day following the day upon which such  subdivision  or  combination  becomes
effective.

         (d) In case the Company shall, by dividend or otherwise,  distribute to
all  Holders of its  Common  Stock  shares of any class of capital  stock of the
Company  (other than any dividends or  distributions  to which  Section  15.5(a)
applies) or evidences of its Indebtedness or assets (including  securities,  but
excluding any rights or warrants  referred to in Section 15.5(b),  and excluding
any dividend or  distribution  paid  exclusively  in cash (any of the  foregoing
hereinafter  in this Section  15.5(d) called the  "Securities")),  then, in each
such case (unless the Company elects to reserve such Securities for distribution
to the  Holders  upon the  conversion  of the  Notes  so that  any  such  Holder
converting Notes will receive upon such conversion, in addition to the shares of
Common  Stock to which  such  Holder is  entitled,  the  amount and kind of such
Securities  which such Holder would have  received if such Holder had  converted
its Notes into Common Stock  immediately prior to the Record Date (as defined in
Section 15.5(h) for such distribution of the Securities)),  the Conversion Price
shall be  reduced  so that the same  shall be equal to the price  determined  by
multiplying the Conversion Price in effect on the Record Date (as defined below)
with respect to such  distribution by a fraction of which the numerator shall be
the Current  Market Price per share of the Common Stock on such Record Date less
the  fair  market  value  (as  determined  by  the  Board  of  Directors,  whose
determination shall be conclusive, and described in a resolution of the Board of
Directors) on the Record Date of the portion of the  Securities  so  distributed
applicable to one share of Common Stock and the denominator shall be the Current
Market Price per share of the Common Stock,  such reduction to become  effective
immediately  prior to the opening of business on the day  following  such Record
Date  provided,  however,  that in the event the then fair  market  value (as so
determined) of the portion of the  Securities so  distributed  applicable to one
share of Common  Stock is equal to or greater  than the Current  Market Price of
the  Common  Stock on the  Record  Date,  in lieu of the  foregoing  adjustment,
adequate provision shall be made so that each Noteholder shall have the right to
receive upon conversion the amount of Securities such Holder would have received
had such Holder  converted  each Note on the Record Date. In the event that such
dividend or  distribution  is not so paid or made,  the  Conversion  Price shall
again be  adjusted to be the  Conversion  Price which would then be in effect if
such dividend or distribution  had not been declared.  If the Board of Directors
determines  the fair  market  value of any  distribution  for  purposes  of this
Section 15.5(d) by reference to the actual or when issued trading market for any
securities, it must in doing so consider the prices in such market over the same
period used in computing the Current Market Price of the Common Stock.

         In the event the Company  implements a  stockholder  rights plan,  such
rights plan shall  provide  that upon  conversion  of the Notes the Holders will
receive,  in addition to the Common Stock  issuable  upon such  conversion,  the
rights issued under such rights plan (notwithstanding the occurrence of an event
causing such rights to separate from the Common Stock at or prior to the time of
conversion).

         Rights or warrants  distributed by the Company to all Holders of Common
Stock  entitling the Holders  thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights  or  warrants,  until  the  occurrence  of a  specified  event or  events
("Trigger  Event"):  (i) are deemed to be transferred with such shares of Common
Stock (ii) are not  exercisable  and (iii) are also  issued in respect of future
issuances  of Common  Stock,  shall be deemed not to have been  distributed  for
purposes of this Section 15.5 (and no adjustment to the  Conversion  Price under
this Section 15.5 will be required) until the occurrence of the earliest Trigger
Event,  whereupon  such  rights  and  warrants  shall  be  deemed  to have  been
distributed and an appropriate adjustment (if any is required) to the Conversion
Price shall be made under this  Section  15.5(d).  If any such right or warrant,
including any such existing rights or warrants  distributed prior to the date of
this Indenture,  are subject to events, upon the occurrence of which such rights
or warrants become  exercisable to purchase different  securities,  evidences of
Indebtedness  or other assets,  then the date of the  occurrence of any and each
such event shall be deemed to be the date of  distribution  and record date with
respect  to new  rights or  warrants  with such  rights  (and a  termination  or
expiration  of the existing  rights or warrants  without  exercise by any of the
Holders  thereof).  In  addition,  in the event of any  distribution  (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the
type described in the preceding  sentence) with respect thereto that was counted
for purposes of calculating a distribution amount for which an adjustment to the
Conversion  Price under this Section 15.5 was made,  (1) in the case of any such
rights or warrants  which shall all have been  redeemed or  repurchased  without
exercise by any Holders  thereof,  the Conversion Price shall be readjusted upon
such final  redemption  or  repurchase  to give effect to such  distribution  or
Trigger Event, as the case may be, as though it were a cash distribution,  equal
to the per share  redemption or repurchase price received by a Holder or Holders
of Common  Stock with respect to such rights or warrants  (assuming  such Holder
had retained such rights or warrants), made to all Holders of Common Stock as of
the date of such redemption or repurchase, and (2) in the case of such rights or
warrants  which shall have expired or been  terminated  without  exercise by any
Holders thereof,  the Conversion Price shall be readjusted as if such rights and
warrants had not been issued.

         For purposes of this Section 15.5(d) and Sections  15.5(a) and (b), any
dividend or  distribution  to which this Section 15.5(d) is applicable that also
includes  shares of Common  Stock,  or rights or  warrants to  subscribe  for or
purchase  shares of Common Stock (or both),  shall be deemed instead to be (1) a
dividend or distribution of the evidences of  Indebtedness,  assets or shares of
capital  stock other than such shares of Common Stock or rights or warrants (and
any further  Conversion  Price  reduction  required by this Section 15.5(d) with
respect  to such  dividend  or  distribution  shall  then be  made)  immediately
followed by (2) a dividend  or  distribution  of such shares of Common  Stock or
such rights or warrants (and any further  Conversion Price reduction required by
Sections  15.5(a) and (b) with respect to such  dividend or  distribution  shall
then be made), except (A) the Record Date of such dividend or distribution shall
be substituted as "the date fixed for the determination of stockholders entitled
to receive  such  dividend or other  distribution"  and "the date fixed for such
determination"  within the  meaning of  Sections  15.5(a)  and (b),  and (B) any
shares of Common Stock  included in such dividend or  distribution  shall not be
deemed  "outstanding  at the  close  of  business  on the  date  fixed  for such
determination" within the meaning of Section 15.5(a).

         (e) In case the Company shall, by dividend or otherwise,  distribute to
all Holders of its Common  Stock cash  (excluding  any cash that is  distributed
upon a merger or  consolidation  to which  Section  15.6 applies or as part of a
distribution  referred  to in Section  15.5(d))  in an  aggregate  amount  that,
combined together with (1) the aggregate amount of any other such  distributions
to all holders of its Common Stock made exclusively in cash within the 12 months
preceding the date of payment of such  distribution,  and in respect of which no
adjustment pursuant to this Section 15.5(e) has been made, and (2) the aggregate
of any cash plus the fair market value (as determined by the Board of Directors,
whose  determination  shall be  conclusive  and described in a resolution of the
Board of Directors) of  consideration  payable in respect of any tender offer by
the Company for all or any portion of the Common Stock  concluded  within the 12
months  preceding  the date of payment of such  distribution,  and in respect of
which no adjustment  pursuant to Section  15.5(f) has been made,  exceeds 10% of
the  product of the  Current  Market  Price  (determined  as provided in Section
15.5(h)) on the Record Date with respect to such  distribution  times the number
of shares of Common Stock outstanding on such date, then, and in each such case,
immediately after the close of business on such date, the Conversion Price shall
be reduced so that the same shall equal the price  determined by multiplying the
Conversion  Price in effect  immediately  prior to the close of business on such
Record  Date by a  fraction  (i) the  numerator  of which  shall be equal to the
Current  Market Price on the Record Date less an amount equal to the quotient of
(x) the  excess of such  combined  amount  over  such 10% and (y) the  number of
shares of Common Stock  outstanding on the Record Date and (ii) the  denominator
of which  shall  be  equal to the  Current  Market  Price  on such  Record  Date
provided, however, that, if the portion of the cash so distributed applicable to
one share of Common Stock is equal to or greater  than the Current  Market Price
of the Common Stock on the Record  Date,  in lieu of the  foregoing  adjustment,
adequate provision shall be made so that each Noteholder shall have the right to
receive upon  conversion  the amount of cash such Holder would have received had
such Holder converted such Note  immediately  prior to such Record Date. If such
dividend or  distribution  is not so paid or made,  the  Conversion  Price shall
again be  adjusted to be the  Conversion  Price which would then be in effect if
such dividend or distribution had not been declared.

         (f)  In  case  a  tender  offer  made  by  the  Company  or  any of its
subsidiaries  for all or any portion of the Common Stock expires and such tender
offer  (as  amended  upon  the  expiration  thereof)  requires  the  payment  to
stockholders  (based on the acceptance (up to any maximum specified in the terms
of the tender  offer) of  Purchased  Shares (as defined  below)) of an aggregate
consideration  having  a fair  market  value  (as  determined  by the  Board  of
Directors, whose determination shall be conclusive and described in a resolution
of the Board of Directors) that, combined together with (1) the aggregate of the
cash plus the fair market value (as determined by the Board of Directors,  whose
determination  shall be conclusive and described in a resolution of the Board of
Directors),  as of the expiration of such tender offer, of consideration payable
in respect of any other tender offers, by the Company or any of its subsidiaries
for all or any  portion  of the  Common  Stock  expiring  within  the 12  months
preceding  the  expiration  of such  tender  offer  and in  respect  of which no
adjustment  pursuant to this Section 15.5(f) has been made and (2) the aggregate
amount of any  distributions to all Holders of the Common Stock made exclusively
in cash within 12 months  preceding  the  expiration of such tender offer and in
respect  of which no  adjustment  pursuant  to  Section  15.5(e)  has been made,
exceeds 10% of the product of the Current  Market Price  (determined as provided
in Section  15.5(h)) as of the last time (the  "Expiration  Time") tenders could
have been made  pursuant to such tender  offer (as it may be amended)  times the
number of shares of Common Stock outstanding  (including any tendered shares) at
the  Expiration  Time,  then,  and in each such case,  immediately  prior to the
opening  of  business  on the day after  the date of the  Expiration  Time,  the
Conversion  Price  shall be  adjusted  so that the same  shall  equal  the price
determined by multiplying the Conversion  Price in effect  immediately  prior to
the close of business on the date of the Expiration  Time by a fraction of which
the  numerator  shall be the  number  of  shares  of  Common  Stock  outstanding
(including any tendered shares) at the Expiration Time multiplied by the Current
Market  Price  of the  Common  Stock on the  Trading  Day  next  succeeding  the
Expiration  Time and the  denominator  shall  be the sum of (x) the fair  market
value  (determined  as  aforesaid)  of the  aggregate  consideration  payable to
stockholders  based on the acceptance (up to any maximum  specified in the terms
of the tender offer) of all shares validly  tendered and not withdrawn as of the
Expiration  Time (the shares deemed so accepted,  up to any such maximum,  being
referred  to as the  "Purchased  Shares")  and (y) the  product of the number of
shares of Common Stock outstanding (less any Purchased Shares) at the Expiration
Time and the Current  Market  Price of the Common  Stock on the Trading Day next
succeeding the  Expiration  Time,  such  reduction (if any) to become  effective
immediately prior to the opening of business on the day following the Expiration
Time. If the Company is obligated to purchase shares pursuant to any such tender
offer, but the Company is permanently prevented by applicable law from effecting
any such  purchases or all such purchases are  rescinded,  the Conversion  Price
shall again be adjusted to be the Conversion Price which would then be in effect
if such  tender  offer had not been made.  If the  application  of this  Section
15.5(f) to any tender offer would result in an increase in the Conversion Price,
no adjustment shall be made for such tender offer under this Section 15.5(f).

         (g) In case of a tender or exchange  offer made by a Person  other than
the Company or any  subsidiary of the Company for an amount which  increases the
offeror's  ownership  of  Common  Stock  to more  than 25% of the  Common  Stock
outstanding  and shall involve the payment by such Person of  consideration  per
share of Common Stock having a fair market value (as  determined by the Board of
Directors,   whose  determination  shall  be  conclusive,  and  described  in  a
resolution of the Board of Directors)  at the  Expiration  Time that exceeds the
Current Market Price of the Common Stock on the Trading Day next  succeeding the
Expiration  Time, and in which, as of the Expiration Time the Board of Directors
is not  recommending  rejection  of the offer,  the  Conversion  Price  shall be
reduced so that the same shall equal the price  determined  by  multiplying  the
Conversion  Price  in  effect  immediately  prior  to the  Expiration  Time by a
fraction of which the  numerator  shall be the number of shares of Common  Stock
outstanding  (including any tendered or exchanged shares) on the Expiration Time
multiplied  by the current  Market  Price of the Common Stock on the Trading Day
next succeeding the Expiration Time and the denominator  shall be the sum of (x)
the fair market value  (determined as aforesaid) of the aggregate  consideration
payable to stockholders  based on the acceptance (up to any maximum specified in
the terms of the tender or  exchange  offer) of all shares  validly  tendered or
exchanged  and not  withdrawn as of the  Expiration  Time (the shares  deemed so
accepted,  up to any such maximum,  being referred to as the "Purchased Shares")
and (y) the product of the number of shares of Common  Stock  outstanding  (less
any Purchased Shares) on the Expiration Time and the Current Market Price of the
Common  Stock on the Trading  Day next  succeeding  the  Expiration  Time,  such
reduction to become effective as of immediately prior to the opening of business
on the day  following  the  Expiration  Time.  In the event that such  Person is
obligated to purchase shares pursuant to any such tender or exchange offer,  but
such Person is  permanently  prevented by applicable law from effecting any such
purchases or all such purchases are rescinded,  the Conversion Price shall again
be  adjusted  to be the  Conversion  Price which would then be in effect if such
tender or exchange offer had not been made.  Notwithstanding the foregoing,  the
adjustment  described  in this Section  15.5(g)  shall not be made if, as of the
Expiration  Time,  the offering  documents with respect to such offer disclose a
plan or intention to cause the Company to engage in any transaction described in
Article XII.

         (h) For purposes of this Section 15.5,  the following  terms shall have
the meaning indicated:

         (1)  "Closing  Price" with respect to any  securities  on any day shall
mean the  closing  sale price  regular  way on such day or, in case no such sale
takes  place on such day,  the  average of the  reported  closing  bid and asked
prices,  regular way, in each case on the New York Stock  Exchange,  or, if such
security is not listed or admitted to trading on such Exchange, on the principal
national  security exchange or quotation system on which such security is quoted
or listed or  admitted  to  trading,  or, if not quoted or listed or admitted to
trading on any national  securities exchange or quotation system, the average of
the closing bid and asked prices of such security on the over-the-counter market
on  the  day  in  question  as  reported  by  the  National   Quotation   Bureau
Incorporated,  or a similar generally accepted  reporting service,  or if not so
available,  in such manner as  furnished by any New York Stock  Exchange  member
firm selected from time to time by the Board of Directors for that purpose, or a
price  determined  in good  faith by the Board of  Directors  or, to the  extent
permitted  by  applicable  law,  a  duly  authorized  committee  thereof,  whose
determination shall be conclusive.

         (2) "Current  Market Price" shall mean the average of the daily Closing
Prices  per  share  of  Common  Stock  for  the  ten  consecutive  Trading  Days
immediately  prior to the date in question  provided,  however,  that (1) if the
"ex" date (as  hereinafter  defined)  for any event  (other than the issuance or
distribution  requiring  such  computation)  that  requires an adjustment to the
Conversion  Price  pursuant to Section  15.5(a),  (b), (c), (d), (e), (f) or (g)
occurs  during such ten  consecutive  Trading  Days,  the Closing Price for each
Trading  Day prior to the "ex" date for such other  event  shall be  adjusted by
multiplying  such  Closing  Price by the same  fraction by which the  Conversion
Price is so required to be adjusted as a result of such other event,  (2) if the
"ex" date for any event (other than the issuance or distribution  requiring such
computation)  that requires an adjustment to the  Conversion  Price  pursuant to
Section 15.5(a), (b), (c), (d), (e), (f) or (g) occurs on or after the "ex" date
for the issuance or distribution requiring such computation and prior to the day
in question,  the Closing  Price for each Trading Day on and after the "ex" date
for such other event shall be adjusted by multiplying  such Closing Price by the
reciprocal  of the fraction by which the  Conversion  Price is so required to be
adjusted  as a result  of such  other  event,  and (3) if the "ex"  date for the
issuance  or  distribution  requiring  such  computation  is prior to the day in
question,  after taking into account any adjustment  required pursuant to clause
(1) or (2) of this  proviso,  the Closing Price for each Trading Day on or after
such "ex" date shall be  adjusted  by adding  thereto the amount of any cash and
the fair market value (as determined by the Board of Directors or, to the extent
permitted by applicable  law, a duly  authorized  committee  thereof in a manner
consistent with any determination of such value for purposes of Section 15.5(d),
(f)  or  (g),  whose  determination  shall  be  conclusive  and  described  in a
resolution of the Board of Directors or such duly authorized  committee thereof,
as the case may be) of the evidences of Indebtedness, shares of capital stock or
assets being distributed applicable to one share of Common Stock as of the close
of business on the day before such "ex" date.  For  purposes of any  computation
under  Section  15.5(f) or (g), the Current  Market Price of the Common Stock on
any date shall be deemed to be the average of the daily Closing Prices per share
of Common Stock for such day and the next two succeeding  Trading Days provided,
however,  that if the "ex" date for any event (other than the tender or exchange
offer requiring such  computation) that requires an adjustment to the Conversion
Price pursuant to Section  15.5(a),  (b), (c), (d), (e), (f) or (g) occurs on or
after the  Expiration  Time for the  tender or  exchange  offer  requiring  such
computation and prior to the day in question, the Closing Price for each Trading
Day on and  after  the "ex"  date for such  other  event  shall be  adjusted  by
multiplying  such Closing  Price by the  reciprocal of the fraction by which the
Conversion  Price is so required to be adjusted as a result of such other event.
For purposes of this  paragraph,  the term "ex" date, (1) when used with respect
to any issuance or distribution,  means the first date on which the Common Stock
trades regular way on the relevant exchange or in the relevant market from which
the Closing  Price was obtained  without the right to receive  such  issuance or
distribution,  (2) when used with respect to any  subdivision  or combination of
shares of Common  Stock,  means the first date on which the Common  Stock trades
regular  way on such  exchange  or in such  market  after the time at which such
subdivision or combination becomes effective,  and (3) when used with respect to
any tender or  exchange  offer  means the first  date on which the Common  Stock
trades regular way on such exchange or in such market after the Expiration  Time
of such offer.

         (3) "fair market  value"  shall mean the amount  which a willing  buyer
would pay a willing seller in an arm's length transaction.

         (4)  "Record   Date"  shall  mean,   with  respect  to  any   dividend,
distribution or other  transaction or event in which the Holders of Common Stock
have the right to receive any cash, securities or other property or in which the
Common Stock (or other  applicable  security) is exchanged for or converted into
any  combination  of cash,  securities  or other  property,  the date  fixed for
determination of stockholders entitled to receive such cash, securities or other
property  (whether  such date is fixed by the Board of  Directors or by statute,
contract or otherwise).

         (5) "Trading Day" shall mean (x) if the  applicable  security is listed
or admitted for trading on the New York Stock Exchange,  the Nasdaq Stock Market
(National Market) or another national security exchange,  a day on which the New
York  Stock  Exchange,  the Nasdaq  Stock  Market  (National  Market) or another
national  security  exchange  is  open  for  business  or (y) if the  applicable
security is quoted on the Nasdaq National  Market,  a day on which trades may be
made thereon or (z) if the  applicable  security is not so listed,  admitted for
trading  or quoted,  any day other  than a Saturday  or Sunday or a day on which
banking institutions in the State of New York are authorized or obligated by law
or executive order to close.

         (i) The Company may make such  reductions in the Conversion  Price,  in
addition to those required by Sections 15.5(a), (b), (c), (d), (e), (f) and (g),
as the Board of  Directors  considers  to be  advisable to avoid or diminish any
income  tax to  Holders  of  Common  Stock or rights to  purchase  Common  Stock
resulting  from any  dividend  or  distribution  of stock (or  rights to acquire
stock) or from any event treated as such for income tax purposes.

         To the extent  permitted  by  applicable  law, the Company from time to
time may reduce the Conversion Price by any amount for any period of time if the
period is at least 20 days, the reduction is  irrevocable  during the period and
the Board of Directors shall have made a determination that such reduction would
be  in  the  best  interests  of  the  Company,  which  determination  shall  be
conclusive.  Whenever the Conversion  Price is reduced pursuant to the preceding
sentence,  the Company  shall mail to Holders of record of the Notes a notice of
the  reduction at lease 15 days prior to the date the reduced  Conversion  Price
takes effect,  and such notice shall state the reduced  Conversion Price and the
period during which it will be in effect.

         (j) No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least 1.00% in such price
provided,  however, that any adjustments which by reason of this Section 15.5(j)
are not  required to be made shall be carried  forward and taken into account in
any subsequent adjustment.  All calculations under this Article XV shall be made
by the  Company  and shall be made to the  nearest  cent or to the  nearest  one
hundredth of a share, as the case may be.

         (k) Whenever the Conversion Price is adjusted as herein  provided,  the
Company shall promptly file with the Trustee and any Conversion Agent other than
the Trustee an Officers'  Certificate  setting forth the Conversion  Price after
such  adjustment and setting forth a brief statement of the facts requiring such
adjustment.  Promptly  after  delivery of such  certificate,  the Company  shall
prepare a notice of such  adjustment of the  Conversion  Price setting forth the
adjusted  Conversion  Price  and  the  date on  which  each  adjustment  becomes
effective and shall mail notice of such  adjustment of the  Conversion  Price to
the  Holder  of each Note at his last  address  appearing  on the Note  register
provided for in Section 2.5 of this  Indenture,  within 20 days after  execution
thereof.  Failure to deliver  such  notice  shall not  affect  the  legality  or
validity of any such adjustment.

         (l) In any case in which this Section 15.5  provides that an adjustment
shall become effective immediately after a record date for an event, the Company
may defer  until the  occurrence  of such event (i) issuing to the Holder of any
Note  converted  after such record date and before the  occurrence of such event
the additional shares of Common Stock issuable upon such conversion by reason of
the adjustment  required by such event over and above such  conversion by reason
of the  adjustment  required by such event and above the Common  Stock  issuable
upon such conversion  before giving effect to such adjustment and (ii) paying to
such Holder any amount in cash in lieu of any fraction pursuant to Section 15.5.

         (m) For purposes of this Section  15.5,  the number of shares of Common
Stock at any time  outstanding  shall not include shares held in the treasury of
the Company but shall include shares  issuable in respect of scrip  certificates
issued in lieu of fractions of shares of Common Stock.  The Company will not pay
any  dividend  or make any  distribution  on shares of Common  Stock held in the
treasury of the Company.

         Section 15.6.        Effect  of Reclassification, Consolidation, Merger
                              or Sale.

         If any of the following events occur,  namely (i) any  reclassification
or change of the outstanding shares of Common Stock (other than a subdivision or
combination to which Section 15.5(c) applies), (ii) any consolidation, merger or
combination of the Company with another corporation as a result of which Holders
of Common Stock shall be entitled to receive stock, securities or other property
or assets (including cash) with respect to or in exchange for such Common Stock,
or (iii) any sale or conveyance of the  properties and assets of the Company as,
or substantially  as, an entirety to any other  corporation as a result of which
Holders of Common Stock shall be entitled to receive stock,  securities or other
property or assets  (including  cash) with  respect to or in  exchange  for such
Common Stock,  then the Company or the successor or purchasing  corporation,  as
the case may be, shall execute with the Trustee a supplemental  indenture (which
shall comply with the Trust  Indenture  Act as in force at the date of execution
of such supplemental  indenture)  providing that such Notes shall be convertible
into the kind and amount of shares of stock and other  securities or property or
assets   (including  cash)  receivable  upon  such   reclassification,   change,
consolidation,  merger, combination,  sale or conveyance by a Holder of a number
of shares of Common Stock issuable upon conversion of such Notes (assuming,  for
such  purposes,  a  sufficient  number of  authorized  shares  of  Common  Stock
available to convert all such Notes) immediately prior to such reclassification,
change,  consolidation,  merger,  combination,  sale or conveyance assuming such
Holder of Common Stock did not  exercise  his rights of election,  if any, as to
the kind or amount of shares of stock and other securities or property or assets
(including cash) receivable upon such reclassification,  change,  consolidation,
merger, combination, sale or conveyance (provided that, if the kind or amount of
shares of stock and other  securities  or  property or assets  (including  cash)
receivable   upon  such   reclassification,   change,   consolidation,   merger,
combination,  sale or  conveyance is not the same for each share of Common Stock
in  respect  of which  such  rights of  election  shall not have been  exercised
("nonelecting  share"),  then for the purposes of this Section 15.6 the kind and
amount of shares of stock and other securities or property or assets  (including
cash)  receivable upon such  reclassification,  change,  consolidation,  merger,
combination,  sale or conveyance for each non-electing  share shall be deemed to
be  the  kind  and  amount  so  receivable  per  share  by a  plurality  of  the
non-electing  shares. Such supplemental  indenture shall provide for adjustments
which shall be as nearly  equivalent as may be  practicable  to the  adjustments
provided for in this Article.

         The Company  shall cause notice of the  execution of such  supplemental
indenture to be mailed to each Holder of Notes, at his address  appearing on the
Note  register  provided  for in Section 2.5 of this  Indenture,  within 20 days
after  execution  thereof.  Failure to deliver  such notice shall not affect the
legality or validity of such supplemental indenture.

         The  above   provisions  of  this  Section  shall  similarly  apply  to
successive reclassifications,  changes,  consolidations,  mergers, combinations,
sales and conveyances.

         If this Section 15.6 applies to any event or  occurrence,  Section 15.5
shall not apply.

         Section 15.7.        Taxes on Shares Issued.

         The issue of stock  certificates  on conversions of Notes shall be made
without charge to the converting  Noteholder for any tax in respect of the issue
thereof. The Company shall not, however, be required to pay any tax which may be
payable in respect of any  transfer  involved in the issue and delivery of stock
in any name other than that of the Holder of any Note converted, and the Company
shall not be required to issue or deliver any such stock certificate  unless and
until the Person or Persons  requesting the issue thereof shall have paid to the
Company the amount of such tax or shall have  established to the satisfaction of
the Company that such tax has been paid.

         Section 15.8.        Reservation of Shares to Be Fully Paid; Compliance
                              with Governmental Requirements;  Listing of Common
                              Stock.

         The Company shall  reserve,  free from  preemptive  rights,  out of its
authorized but unissued shares or shares held in treasury,  sufficient shares of
Common  Stock to provide  for the  conversion  of the Notes from time to time as
such Notes are presented for conversion.

         Before taking any action which would cause an  adjustment  reducing the
Conversion Price below the then par value, if any, of the shares of Common Stock
issuable  upon  conversion  of the Notes,  the Company  will take all  corporate
action which may, in the opinion of its counsel,  be necessary in order that the
Company  may  validly and  legally  issue  shares of such  Common  Stock at such
adjusted Conversion Price.

         The  Company  covenants  that all shares of Common  Stock  which may be
issued upon conversion of Notes will upon issue be fully paid and non-assessable
by the Company and free from all taxes,  liens and charges  with  respect to the
issue thereof.

         The Company covenants that if any shares of Common Stock to be provided
for the purpose of conversion of Notes hereunder  require  registration  with or
approval  of any  governmental  authority  under any federal or state law before
such shares may be validly  issued  upon  conversion,  the Company  will in good
faith and as expeditiously as possible  endeavor to secure such  registration or
approval, as the case may be.

         The  Company  further  covenants  that if at any time the Common  Stock
shall  be  listed  on the New York  Stock  Exchange,  the  Nasdaq  Stock  Market
(National Market),  or any other national  securities exchange the Company will,
if permitted by the rules of such exchange,  list and keep listed so long as the
Common Stock shall be so listed on such exchange, all Common Stock issuable upon
conversion of the Notes.

         Section 15.9.        Responsibility of Trustee.

         The  Trustee  and any other  Conversion  Agent shall not at any time be
under any duty or  responsibility to any Holder of Notes to either calculate the
Conversion  Price or  determine  whether  any facts  exist which may require any
adjustment of the Conversion  Price,  or with respect to the nature or extent or
calculation  of any such  adjustment  when made,  or with  respect to the method
employed, or herein or in any supplemental indenture provided to be employed, in
making  the same.  The  Trustee  and any  other  Conversion  Agent  shall not be
accountable with respect to the validity or value (or the kind or amount) of any
shares of Common Stock, or of any securities or property,  which may at any time
be issued or delivered  upon the  conversion of any Note and the Trustee and any
other Conversion Agent make no representations with respect thereto.  Subject to
the  provisions  of Section 8.1,  neither the Trustee nor any  Conversion  Agent
shall be  responsible  for any  failure  of the  Company to issue,  transfer  or
deliver any shares of Common Stock or stock  certificates or other securities or
property or cash upon the surrender of any Note for the purpose of conversion or
to comply with any of the duties,  responsibilities  or covenants of the Company
contained in this Article.  Without  limiting the  generality of the  foregoing,
neither the Trustee nor any Conversion  Agent shall be under any  responsibility
to determine the  correctness  of any provisions  contained in any  supplemental
indenture  entered into pursuant to Section 15.6 relating  either to the kind or
amount of shares of stock or securities or property  (including cash) receivable
by Holders  upon the  conversion  of their Notes after any event  referred to in
such Section 15.6 or to any  adjustment  to be made with respect  thereto,  but,
subject to the  provisions of Section 8.1, may accept as conclusive  evidence of
the correctness of any such provisions,  and shall be protected in relying upon,
the Officers' Certificate (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental  indenture) with respect
thereto.

         Section 15.10.       Notice to Holders Prior to Certain Actions.

         In case:

         (a) the Company shall declare a dividend (or any other distribution) on
its Common  Stock  that would  require an  adjustment  in the  Conversion  Price
pursuant to Section 15.5; or

         (b) the Company shall  authorize  the granting to all or  substantially
all the Holders of its Common  Stock of rights or warrants to  subscribe  for or
purchase any share of any class or any other rights or warrants; or

         (c) of any  reclassification  or  reorganization of the Common Stock of
the Company (other than a subdivision or combination of its  outstanding  Common
Stock,  or a change in par value,  or from par value to no par value, or from no
par value to par value),  or of any consolidation or merger to which the Company
is a party  and  for  which  approval  of any  stockholders  of the  Company  is
required,  or of the sale or transfer of all or substantially  all of the assets
of the Company; or

         (d)      of  the  voluntary  or involuntary dissolution, liquidation or
                  winding-up of the Company,

the  Company  shall  cause to be filed with the Trustee and to be mailed to each
Holder of Notes at his address  appearing on the Note  register  provided for in
Section 2.5 of this Indenture, as promptly as possible but in any event at least
15 days prior to the applicable date hereinafter specified, a notice stating (x)
the date on which a record  is to be taken  for the  purpose  of such  dividend,
distribution or rights or warrants, or, if a record is not to be taken, the date
as of which the  holders  of  Common  Stock of  record  to be  entitled  to such
dividend,  distribution,  or rights or warrants are to be determined, or (y) the
date on which such  reclassification,  consolidation,  merger,  sale,  transfer,
dissolution, liquidation or winding-up is expected to become effective or occur,
and the date as of which it is expected  that  Holders of Common Stock of record
shall be  entitled  to  exchange  their  Common  Stock for  securities  or other
property deliver-able upon such reclassification,  consolidation,  merger, sale,
transfer,  dissolution,  liquidation or winding-up. Failure to give such notice,
or any defect  therein,  shall not  affect  the  legality  or  validity  of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up.



                                   ARTICLE XVI

                   REPURCHASE OF NOTES AT OPTION OF THE HOLDER
                             UPON CHANGE IN CONTROL

         Section 16.1.        Right to Require Repurchase.

         In the event that a Change in Control (as  hereinafter  defined)  shall
occur, then each Holder shall have the right, at the Holder's option, to require
the Company to repurchase, and upon the exercise of such right the Company shall
repurchase,  all of such Holder's Notes, or any portion of the principal  amount
thereof that is an integral multiple of $1,000 (provided that no single Note may
be repurchased  in part unless the portion of the principal  amount of such Note
to be  outstanding  after  such  repurchase  is equal to $1,000  or an  integral
multiple of $1,000),  on the date (the "Repurchase  Date") that is 30 days after
the date of the  Company  Notice  (as  defined  in  Section  16.2) for cash at a
purchase price equal to 100% of the principal  amount (the  "Repurchase  Price")
plus interest accrued and unpaid to, but excluding,  the Repurchase Date. If the
Repurchase  Date is between a record date for an interest  payment date and such
interest  payment date, then the interest  payable on such interest payment date
shall be paid to the Holder of Record on the Note on such interest payment date.
Whenever  in  this  Indenture  there  is a  reference,  in any  context,  to the
principal of any Note as of any time,  such reference shall be deemed to include
reference to the Repurchase  Price payable in respect of such Note to the extent
that such  Repurchase  Price is, was or would be so  payable  at such time,  and
express mention of the Repurchase Price in any provision of this Indenture shall
not be construed as excluding the Repurchase  Price in those  provisions of this
Indenture when such express mention is not made.

         Section 16.2.        Notices; Method of Exercising Purchase Right, Etc.

         (a) Unless the Company shall have theretofore called for redemption all
of the  outstanding  Notes  pursuant  to Article  III, on or before the 15th day
after the  occurrence  of a Change in  Control,  the  Company or, at the written
request of the Company on or before the tenth  (10th) day after  receipt of such
request,  the Trustee,  shall give to all Holders of Notes notice (the  "Company
Notice") of the occurrence of the Change in Control and of the repurchase  right
set forth herein arising as a result  thereof.  The Company shall also deliver a
copy of such notice of a repurchase right to the Trustee.

         Each Company Notice shall state:

         (1)      the Repurchase Date,

         (2)      the date by which the repurchase right must exercised,

         (3)      the Repurchase Price,

         (4) a  description  of the  procedure  which a Holder  must  follow  to
exercise a repurchase right,

         (5) that on the Repurchase  Date the  Repurchase  Price will become due
and payable upon each such Note designated by the Holder to be repurchased,  and
that interest thereon shall cease to accrue on and after said date,

         (6) the  Conversion  Price,  the date on which the right to convert the
Notes to be  repurchased  will  terminate and the places where such Notes may be
surrendered for conversion, and

         (7) the place or places  where  such  Notes are to be  surrendered  for
payment of the Repurchase Price and accrued interest, if any.

         No  failure  of the  Company  to give the  foregoing  notices or defect
therein shall limit any Holder's right to exercise a repurchase  right or affect
the validity of the proceedings for the repurchase of Notes.

         If any of the foregoing  provisions or other provisions of this Article
are inconsistent with applicable law, such law shall govern.

         (b) To  exercise a  repurchase  right,  a Holder  shall  deliver to the
Trustee  or any  Paying  Agent on or  before  the 30th day after the date of the
Company Notice (i) written notice of the Holder's exercise of such right,  which
notice shall set forth the name of the Holder, the principal amount of the Notes
to be  repurchased  (and, if any Note is to be  repurchased  in part, the serial
number  thereof,  the portion of the principal  amount thereof to be repurchased
and the name of the Person in which the  portion  thereof to remain  outstanding
after such  repurchase is to be registered)  and a statement that an election to
exercise the  repurchase  right is being made  thereby,  and (ii) the Notes with
respect to which the repurchase right is being exercised.

         (c) In the event a repurchase  right shall be  exercised in  accordance
with the terms hereof,  the Company shall pay or cause to be paid to the Trustee
or the Paying Agent the  Repurchase  Price in cash, for payment to the Holder on
the  Repurchase  Date,  together  with  accrued  and  unpaid  interest  to,  but
excluding, the Repurchase Date payable with respect to the Notes as to which the
repurchase right has been exercised.

         (d) If any Note (or portion  thereof)  surrendered for repurchase shall
not be so paid on the  Repurchase  Date,  the principal  amount of such Note (or
portion thereof,  as the case may be) shall,  until paid, bear interest from the
Repurchase  Date at the  rate of 4.5% per  annum,  and each  Note  shall  remain
convertible  into  Common  Stock  until the  principal  of such Note (or portion
thereof, as the case may be) shall have been paid or duly provided for.

         (e)  Any  Note  which  is to be  repurchased  only  in  part  shall  be
surrendered to the Trustee (with, if the Company or the Trustee so requires, due
endorsement by, or a written  instrument of transfer in form satisfactory to the
Company and the Trustee  duly  executed  by, the Holder  thereof or his attorney
duly  authorized  in writing),  and the Company shall  execute,  and the Trustee
shall  authenticate  and  deliver  to the  Holder of such Note  without  service
charge, a new Note or Notes, containing identical terms and conditions,  each in
an  authorized  denomination  in  aggregate  principal  amount  equal  to and in
exchange for the portion of the  principal of the Note so  surrendered  that was
not repurchased.

         (f) Any Holder that has  delivered  to the  Trustee its written  notice
exercising  its right to  require  the  Company to  repurchase  its Notes upon a
Change in Control shall have the right to withdraw such notice at any time prior
to the close of business on the Repurchase  Date by delivery of a written notice
of withdrawal to the Trustee prior to the close of business on such date. A Note
in respect of which a Holder is exercising its option to require repurchase upon
a Change in Control  may be  converted  into  Common  Stock in  accordance  with
Article  XV only if such  Holder  withdraws  its notice in  accordance  with the
preceding sentence.

         Section 16.3.        Certain Definitions.

         For purposes of this Article XVI,

         (a) the term "beneficial  owner" shall be determined in accordance with
Rule 13d-3 promulgated by the Commission pursuant to the Exchange Act; and

         (b) the term "Person"  shall include any syndicate or group which would
be deemed to be a "Person" under Section 13(d)(3) of the Exchange Act.

         Section 16.4.        Change in Control.

         A "Change in  Control"  shall be deemed to have  occurred  at such time
after the original issuance of the Notes as:

         (a) any Person,  other than the Company,  any subsidiary of the Company
or any entity  Controlled (as defined  below) by the foregoing,  or any employee
benefit plan of the Company or any such subsidiary, is or becomes the beneficial
owner,  directly  or  indirectly,   through  a  purchase  or  other  acquisition
transaction  or series of  transactions  (other  than a merger or  consolidation
involving the Company), of shares of capital stock of the Company entitling such
Person to exercise in excess of 50% of the total  voting  power of all shares of
capital  stock of the Company  entitled  to vote  generally  in the  election of
directors;

         (b) there occurs any  consolidation  of the Company  with, or merger of
the  Company  into,  any other  Person,  any merger of another  Person  into the
Company,  or  any  sale  or  transfer  of  the  assets  of the  Company  as,  or
substantially  as,  an  entirety  to  another  Person  (other  than (i) any such
transaction  pursuant to which the Holders of the Common Stock immediately prior
to such transaction have, directly or indirectly, shares of capital stock of the
continuing or surviving  corporation  immediately  after such transaction  which
entitle  such  Holders to exercise in excess of 50% of the total voting power of
all shares of capital stock of the continuing or surviving  corporation entitled
to vote  generally in the  election of  directors  and (ii) any merger (1) which
does not result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock or (2) which is effected solely to change the
jurisdiction of incorporation of the Company and results in a  reclassification,
conversion or exchange of outstanding  shares of Common Stock solely into shares
of Common Stock and separate series of Common Stock carrying  substantially  the
same relative rights as the Common Stock); or

         (c) a change  in the Board of  Directors  of the  Company  in which the
individuals  who  constituted  the  Board of  Directors  of the  Company  at the
beginning of the one-year  period  immediately  preceding such change  (together
with any other  director whose election by the Board of Directors of the Company
or whose nomination for election by the stockholders of the Company was approved
by a vote of at least a majority of the directors then in office either who were
directors at the beginning of such period or whose  election or  nomination  for
election  was  previously  so  approved)  cease for any reason to  constitute  a
majority of the directors then in office;  provided,  however,  that a Change in
Control shall not be deemed to have occurred if either (a) the Closing Price per
share of the Common  Stock for any ten (10) Trading Days within the period of 20
consecutive  Trading Days ending  immediately before the Change in Control shall
equal or exceed 105% of the Conversion Price in effect on each such Trading Day,
or (b) (i) at  least  90% of the  consideration  (excluding  cash  payments  for
fractional shares) in the transaction or transactions constituting the Change in
Control  consists of shares of Common Stock with full voting  rights traded on a
national  securities  exchange or quoted on the Nasdaq National Market (or which
will be so traded or quoted when issued or  exchanged  in  connection  with such
Change in  Control)  (such  securities  being  referred to as  "Publicly  Traded
Securities")  and as a result of such  transaction  or  transactions  such Notes
become  convertible  solely into such Publicly  Traded  Securities  and (ii) the
consideration  in the  transaction or  transactions  constituting  the Change of
Control  consists of cash,  Publicly Traded  Securities or a combination of cash
and Publicly Traded  Securities  with an aggregate fair market value (which,  in
the case of Publicly  Traded  Securities,  shall be equal to the average Closing
Price of such Publicly Traded Securities during the ten (10) consecutive Trading
Days,  commencing  with the sixth  Trading Day,  following  consummation  of the
transaction or transactions constituting the Change in Control) is at least 105%
of the Conversion Price in effect on the date immediately  preceding the date of
consummation  of such  Change  in  Control.  The term  "Controlled"  shall  mean
ownership or control of more than 50% of the voting power of such entity.

         Section 16.5.        Consolidation, Merger, Etc.

         In the case of any  reclassification,  change,  consolidation,  merger,
combination,  sale or conveyance  to which  Section 15.6  applies,  in which the
Common  Stock of the Company is changed or  exchanged as a result into the right
to receive shares of stock and other securities or property or assets (including
cash) which  includes  shares of Common  Stock of the Company or Common Stock of
another  Person that are, or upon  issuance  will be,  traded on a United States
national securities exchange or approved for trading on an established automated
over-the-counter  trading market in the United States and such shares constitute
at the time such change or exchange  becomes  effective  in excess of 50% of the
aggregate  fair  market  value of such  shares of stock  and  other  securities,
property  and assets  (including  cash) (as  determined  by the  Company,  which
determination  shall be conclusive and binding),  then the Person formed by such
consolidation or resulting from such merger or combination or which acquires the
properties or assets (including cash) of the Company,  as the case may be, shall
execute and deliver to the Trustee a supplemental  indenture (which shall comply
with the  Trust  Indenture  Act as in force  at the  date of  execution  of such
supplemental  indenture)  modifying the provisions of this Indenture relating to
the right of Holders to cause the Company to  repurchase  the Notes  following a
Change in Control,  including  without  limitation the applicable  provisions of
this Article XVI and the  definitions of the Common Stock and Change in Control,
as  appropriate,  and  such  other  related  definitions  set  forth  herein  as
determined in good faith by the Company (which determination shall be conclusive
and binding),  to make such provisions  apply to the Common Stock and the issuer
thereof if  different  from the Company and Common Stock of the Company (in lieu
of the Company and the Common Stock of the Company).

                                  ARTICLE XVII
                            MISCELLANEOUS PROVISIONS

         Section 17.1.        Provisions Binding on Company's Successors.

         All the covenants, stipulations, promises and agreements by the Company
contained in this Indenture  shall bind its  successors  and assigns  whether so
expressed or not.

         Section 17.2.        Official Acts by Successor Corporation.

         Any act or proceeding by any provision of this Indenture  authorized or
required  to be done or  performed  by any  board,  committee  or Officer of the
Company  shall and may be done and  performed  with like force and effect by the
like board,  committee or Officer of any  corporation  that shall at the time be
the lawful sole successor of the Company.

         Section 17.3.        Addresses for Notices, Etc.

         Any  notice or  demand  which by any  provision  of this  Indenture  is
required or  permitted to be given or served by the Trustee or by the Holders of
Notes on the Company  shall be deemed to have been  sufficiently  given or made,
for all  purposes,  if given or served by being  deposited  postage  prepaid  by
registered  or  certified  mail in a post  office  letter box  addressed  (until
another address is filed by the Company with the Trustee) to World Access, Inc.,
945 East Paces  Ferry Road,  Suite 2240,  Atlanta,  Georgia  30326.  Any notice,
direction, request or demand hereunder to or upon the Trustee shall be deemed to
have been  sufficiently  given or made, for all purposes,  if given or served by
being deposited postage prepaid by registered or certified mail in a post office
letter box addressed to the Corporate Trust Office, which office is, at the date
as of which

                                   
this Indenture is dated,  located at 999 Peachtree Street,  Suite 1100, Atlanta,
Georgia 30309,  Attention: First Union National Bank Corporate Trust Department.

         The Trustee,  by notice to the Company,  may  designate  additional  or
different addresses for subsequent notices or communications.

         Any notice or  communication  mailed to a Noteholder shall be mailed to
him by first class mail,  postage  prepaid,  at his address as it appears on the
Note  register and shall be  sufficiently  given to him if so mailed  within the
time prescribed.

         Failure to mail a notice or communication to a Noteholder or any defect
in it shall not affect its  sufficiency  with  respect  to other  Holders.  If a
notice or  communication  is mailed in the  manner  provided  above,  it is duly
given, whether or not the addressee receives it.

         Section 17.4.        Governing Law.

         This  Indenture  and each Note  shall be deemed to be a  contract  made
under the laws of the State of Georgia and for all  purposes  shall be construed
in accordance with the laws of the State of Georgia.

         Section 17.5.        Evidence  of  Compliance with Conditions Precedent
                              Certificates to Trustee.

         Upon any  application  or demand by the  Company to the Trustee to take
any action under any of the  provisions  of this  Indenture,  the Company  shall
furnish to the Trustee an  Officers'  Certificate  stating  that all  conditions
precedent,  if any,  provided  for in this  Indenture  relating to the  proposed
action have been complied with,  and an Opinion of Counsel  stating that, in the
opinion of such counsel, all such conditions precedent have been complied with.

         Each  certificate  or  opinion  provided  for  in  this  Indenture  and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this  Indenture  shall  include (1) a statement  that the Person
making such  certificate  or opinion has read such  covenant or condition  (2) a
brief statement as to the nature and scope of the  examination or  investigation
upon which the statement or opinion  contained in such certificate or opinion is
based (3) a  statement  that,  in the opinion of such  Person,  he has made such
examination  or  investigation  as is  necessary  to enable  him to  express  an
informed  opinion as to  whether  or not such  covenant  or  condition  has been
complied  with and (4) a statement  as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

         Section 17.6.        Legal Holidays.

         In any case where the date of maturity of interest on or  principal  of
the Notes or the date fixed for redemption or repurchase of any Note will not be
a Business  Day, then payment of such interest on or principal of the Notes need
not be made on such date,  but may be made on the next  succeeding  Business Day
with the same  force and effect as if made on the date of  maturity  or the date
fixed for redemption or repurchase,  and no interest shall accrue for the period
from and after such date.

         Section 17.7.        Trust Indenture Act.

         This Indenture is hereby made subject to, and shall be governed by, the
provisions  of the  Trust  Indenture  Act  required  to be part of and to govern
indentures  qualified under the Trust Indenture Act;  provided,  however,  that,
unless otherwise required by law, notwithstanding the foregoing,  this Indenture
and the  Notes  issued  hereunder  shall not be  subject  to the  provisions  of
subsections (a)(1), (a)(2), and (a)(3) of Section 314 of the Trust Indenture Act
as now in effect or as hereafter amended or modified;  provided,  further,  that
this  Section  17.7  shall not  require  this  Indenture  or the  Trustee  to be
qualified under the Trust Indenture Act prior to the time such  qualification is
in fact  required  under  the  terms of the Trust  Indenture  Act,  nor shall it
constitute  any admission or  acknowledgment  by any party to such  supplemental
indenture  that any  such  qualification  is  required  prior  to the time  such
qualification is in fact required under the terms of the Trust Indenture Act. If
any  provision  hereof  limits,  qualifies or conflicts  with another  provision
hereof  which is required to be included  in an  indenture  qualified  under the
Trust Indenture Act, such required provision shall control.

         Section 17.8.        No Security Interest Created.

         Nothing in this Indenture or in the Notes,  expressed or implied, shall
be construed to constitute a security interest under the Uniform Commercial Code
or similar  legislation,  as now or  hereafter  enacted  and in  effect,  in any
jurisdiction where property of the Company or its subsidiaries is located.

         Section 17.9.        Benefits of Indenture.

         Nothing in this Indenture or in the Notes,  expressed or implied, shall
give to any  Person,  other  than the  parties  hereto,  any Paying  Agent,  any
authenticating  agent,  any Custodian,  any Conversion  Agent, any Registrar and
their  successors  hereunder,  the  Holders  of Notes and the  Holders of Senior
Indebtedness, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

         Section 17.10.       Table of Contents, Headings, Etc.

         The table of contents  and the titles and  headings of the articles and
sections of this Indenture have been inserted for convenience of reference only,
are not to be  considered a part hereof,  and shall in no way modify or restrict
any of the terms or provisions hereof.

         Section 17.11.       Authenticating Agent.

         The  Trustee  may  appoint  an  authenticating  agent  which  shall  be
authorized   to  act  on  its  behalf  and  subject  to  its  direction  in  the
authentication  and delivery of Notes in connection  with the original  issuance
thereof and transfers and exchanges of Notes hereunder, including under Sections
2.4,  2.5, 2.6, 2.7, 3.3, 15.2 and 16.2, as fully to all intents and purposes as
though the authenticating  agent had been expressly authorized by this Indenture
and those Sections to authenticate  and deliver Notes.  For all purposes of this
Indenture,  the authentication and delivery of Notes by the authenticating agent
shall be deemed to be authentication and delivery of such Notes "by the Trustee"
and a  certificate  of  authentication  executed  on behalf of the Trustee by an
authenticating agent shall be deemed to satisfy any requirement  hereunder or in
the Notes for the Trustee's  certificate of authentication.  Such authenticating
agent  shall at all times be a Person  eligible  to serve as  Trustee  hereunder
pursuant to Section 8.9.

         Any corporation  into which any  authenticating  agent may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  consolidation or conversion to which any authenticating  agent
shall be a party, or any corporation  succeeding to the corporate trust business
of any authenticating  agent, shall be the successor of the authenticating agent
hereunder,  if such  successor  corporation  is  otherwise  eligible  under this
Section  17.11,  without the execution or filing of any paper or any further act
on the part of the parties hereto or the authenticating  agent or such successor
corporation.

         Any  authenticating  agent may at any time  resign  by  giving  written
notice of resignation to the Trustee and to the Company.  The Trustee may at any
time terminate the agency of any  authenticating  agent by giving written notice
of termination to such authenticating  agent and to the Company.  Upon receiving
such a notice of resignation or upon such a termination,  or in case at any time
any  authenticating  agent shall cease to be eligible  under this  Section,  the
Trustee shall either promptly appoint a successor authenticating agent or itself
assume the duties and obligations of the former  authenticating agent under this
Indenture,  and upon such  appointment of a successor  authenticating  agent, if
made,   shall  give  written   notice  of  such   appointment   of  a  successor
authenticating agent to the Company and shall mail notice of such appointment of
a  successor  authenticating  agent to all  Holders  of Notes as the  names  and
addresses of such Holders appear on the Note register.

         The Trustee agrees to pay to the authenticating agent from time to time
reasonable  compensation  for its  services (to the extent  pre-approved  by the
Company in writing), and the Trustee shall be entitled to be reimbursed for such
pre-approved payments, subject to Section 8.6.

         The   provisions  of  Sections  8.2,  8.3,  8.4,  9.3 and this  Section
17.11 shall be  applicable  to any authenticating agent.

         Section 17.12.       Execution in Counterparts.

         This Indenture may be executed in any number of  counterparts,  each of
which shall be an original,  but such countervails shall together constitute but
one and the same instrument.



<PAGE>


         First Union  National Bank hereby  accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly signed, all as of the date first written above.

Attest:                                      World Access, Inc.



                                             By:     /s/ Steven A. Odom
                                                     -----------------------
                                             Title:  Steven A. Odom
                                                     Chairman and Chief 
                                                     Executive Officer


                                             Attest: First Union National Bank,
                                                     as Trustee





                                             By:    /s/ R Douglas Milner
                                                    ------------------------
                                             Name:  R. Douglas Milner
                                             Title: Trustee





<PAGE>


                                    EXHIBIT A

[For Global Note only:]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE  DEPOSITORY  TRUST  COMPANY  (55  WATER  STREET,  NEW YORK,  NEW YORK)  (THE
"DEPOSITARY," WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE CERTIFICATES)
TO THE COMPANY OR ITS AGENT FOR  REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,
AND ANY  CERTIFICATE  ISSUED IS  REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITARY AND
ANY  PAYMENT  HEREIN  IS MADE  TO CEDE & CO.  (OR TO  SUCH  OTHER  ENTITY  AS IS
REQUESTED BY AN  AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITARY),  ANY TRANSFER,
PLEDGE,  OR OTHER USE  HEREOF  FOR  VALUE OR  OTHERWISE  BY OR TO ANY  PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

[For all Notes:]

         THE NOTE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE  ACCOUNT OR BENEFIT  OF,  U.S.  PERSONS,  EXCEPT AS SET
FORTH BELOW.

         BY ITS ACQUISITION  HEREOF, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED  INSTITUTIONAL  BUYER" (AS DEFINED IN RULE 144A UNDER THE  SECURITIES
ACT) OR (B) IT IS AN  INSTITUTIONAL  "ACCREDITED  INVESTOR"  (AS DEFINED IN RULE
501(a)(1), (2), (3) or (7) UNDER THE SECURITIES ACT) ("INSTITUTIONAL  ACCREDITED
INVESTOR") OR (C) IT IS NOT A U.S.  PERSON AND IS ACQUIRING  THE NOTE  EVIDENCED
HEREBY IN AN OFFSHORE TRANSACTION; (2) AGREES THAT IT WILL NOT PRIOR TO THE DATE
THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THE NOTE EVIDENCED
HEREBY AND THE LAST DATE ON WHICH WORLD  ACCESS,  INC.  (THE  "COMPANY")  OR ANY
"AFFILIATE" (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY WAS
THE OWNER OF THE NOTE (THE "RESTRICTION  TERMINATION  DATE") RESELL OR OTHERWISE
TRANSFER THE NOTE EVIDENCED  HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION
OF SUCH NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE
UNITED STATES TO A QUALIFIED  INSTITUTIONAL  BUYER IN COMPLIANCE  WITH RULE 144A
UNDER THE  SECURITIES  ACT,  (C) INSIDE THE  UNITED  STATES TO AN  INSTITUTIONAL
ACCREDITED  INVESTOR  THAT,  PRIOR TO SUCH  TRANSFER,  FURNISHES  TO FIRST UNION
NATIONAL  BANK, AS TRUSTEE (OR A SUCCESSOR  TRUSTEE,  AS  APPLICABLE),  A SIGNED
LETTER  CONTAINING  CERTAIN  REPRESENTATIONS  AND  AGREEMENTS  RELATING  TO  THE
RESTRICTIONS ON TRANSFER OF THE NOTE EVIDENCED  HEREBY (THE FORM OF WHICH LETTER
CAN BE OBTAINED FROM SUCH TRUSTEE OR A SUCCESSOR  TRUSTEE,  AS APPLICABLE),  (D)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE  SECURITIES  ACT,  (E)  PURSUANT TO THE  EXEMPTION  FROM  REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO
A REGISTRATION  STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER);  AND (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED  HEREBY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

         IN CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED HEREBY BEFORE THE
RESTRICTION  TERMINATION  DATE,  THE HOLDER MUST CHECK THE  APPROPRIATE  BOX SET
FORTH ON THE REVERSE  HEREOF  RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
THIS NOTE TO FIRST UNION NATIONAL BANK, AS TRUSTEE (OR A SUCCESSOR  TRUSTEE,  AS
APPLICABLE).  IF THE  PROPOSED  TRANSFER IS  PURSUANT TO CLAUSE (C),  (D) OR (E)
ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,  FURNISH TO FIRST UNION NATIONAL
BANK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE),  SUCH  CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT
SUCH TRANSFER IS BEING MADE  PURSUANT TO AN EXEMPTION  FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

         THIS LEGEND WILL BE REMOVED AFTER THE  EXPIRATION OF TWO YEARS FROM THE
ORIGINAL  ISSUANCE  OF THE NOTE  EVIDENCED  HEREBY.  AS USED  HEREIN,  THE TERMS
"OFFSHORE  TRANSACTION,"  "UNITED  STATES" AND "U.S.  PERSON"  HAVE THE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.


<PAGE>


                               WORLD ACCESS, INC.
                  4.5% CONVERTIBLE SUBORDINATED NOTE DUE 2002

                           No. _______ CUSIP [_____]



         World Access,  Inc., a corporation  duly organized and validly existing
under the laws of the State of Delaware  (herein  called the  "Company"),  which
term includes any successor  corporation under the indenture  referred to on the
reverse hereof,  for value received hereby promises to pay to _____________ [for
global Note,  insert:  CEDE & CO.] or registered  assigns,  the principal sum of
[___________  ($____________)]  [for Global Note only (as increased or decreased
from time to time in accordance with the procedures of DTC)] on October 1, 2002,
at  the  office  or  agency  of the  Company  maintained  for  that  purpose  in
__________,  _____________, or, at the option of the Holder of this Note, at the
Corporate Trust Office, in such coin or currency of the United States of America
as at the time of payment  shall be legal  tender for the  payment of public and
private debts,  and to pay interest,  semi-annually  on April 1 and October 1 of
each year,  commencing  April 1, 1998,  on said  principal sum at said office or
agency,  in like coin or currency,  at the rate per annum of 4.5%, from the date
of this Note. The interest payable on this Note pursuant to the Indenture on any
April 1 or  October 1 will be paid to the person in whose name this Note (or one
or more  predecessor  Notes is registered at the close of business on the record
date,  which  shall be the March 15 or  September  15 (whether or not a Business
Day) next  preceding  such April 1 or October 1, as  provided  in the  Indenture
provided that any such interest not  punctually  paid or duly provided for shall
be payable as  provided  in the  Indenture.  Interest  may, at the option of the
Company,  be paid by check  mailed  to the  registered  address  of such  person
provided  that with  respect to any Holder with an  aggregate  principal  amount
equal to or in excess of  $5,000,000  interest  may be paid by wire  transfer as
more fully specified in the Indenture.

         Reference is made to the further  provisions  of this Note set forth on
the reverse hereof, including, without limitation,  provisions subordinating the
payment of principal  of and  premium,  if any, and interest on the Notes to the
prior payment in fully of all Senior Indebtedness,  as defined in the Indenture,
and  provisions  giving the  Holder of this Note the right to convert  this Note
into Common  Stock of the  Company on the terms and  subject to the  limitations
referred to on the reverse hereof and as more fully  specified in the Indenture.
Such further  provisions  shall for all purposes  have the same effect as though
fully set forth at this place.

         This Note shall be deemed to be a  contract  made under the laws of the
State of Georgia, and for all purposes shall be construed in accordance with and
governed by the laws of said State.

         This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication  hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.

         IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Note to be duly
executed under its corporate seal.


DATED:  October 1, 1997

Attest: World Access, Inc.




By:     Steven A. Odom
Title:  Chairman and Chief Executive Officer

[SEAL]


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within-named Indenture.

FIRST UNION NATIONAL BANK, as Trustee



By:
       Name:
       Title:


<PAGE>



                            [FORM OF REVERSE OF NOTE]

                                WORLD ACCESS, INC.

                   4.5% CONVERTIBLE SUBORDINATED NOTE DUE 2004


         1. This Note is one of a duly authorized issue of Notes of the Company,
designated as its 4.5%  Convertible  Subordinated  Notes due 2002 (herein called
the   "Notes"),   limited  to  aggregate   principal   amount  of   $100,000,000
($115,000,000 if the over-allotment option is exercised in full) issued or to be
issued under and  pursuant to an  indenture  dated as of October 1, 1997 (herein
called the  "Indenture"),  between the Company and First Union National Bank, as
trustee  (herein called the  "Trustee"),  to which  Indenture and all indentures
supplemental  thereto  reference is hereby made for a description of the rights,
limitations  of rights,  obligations,  duties and  immunities  thereunder of the
Trustee, the Company and the Holders.

         2. In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing,  the principal of and accrued  interest on all Notes
may be declared, and upon said declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

         3. The Indenture  contains  provisions  permitting  the Company and the
Trustee,  with the  consent  of the  Holders  of not  less  than a  majority  in
aggregate principal amount of the Notes as the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or  changing  in any  manner  or  eliminating  any of the  provisions  of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the Holders provided,  however, that no such supplemental indenture shall (i)
extend the fixed  maturity of any Note, or reduce the rate or extend the time of
payment of interest thereon,  or reduce the principal amount thereof or premium,
if any, thereon,  or reduce any amount payable on redemption  thereof, or impair
the right of any Noteholder to institute suit for the payment  thereof,  or make
the principal  thereof or interest or premium,  if any,  thereon  payable in any
coin or currency  other than that provided in the Note, or modify the provisions
of the  Indenture  with  respect to the  subordination  of the Notes in a manner
adverse to the Holders in any material respect,  or change the obligation of the
Company to repurchase  any Note upon the  occurrence of a Change in Control in a
manner  adverse to the Holder of the Notes,  or impair the right to convert  the
Notes into  Common  Stock in any  material  respect,  without the consent of the
Holder of each Note so  affected  or (ii)  reduce the  aforesaid  percentage  of
Notes,  the Holders of which are  required  to consent to any such  supplemental
indenture,  without the consent of the Holders of all Notes then outstanding. It
is also  provided in the  Indenture  that the Holders of a majority in aggregate
principal  amount  of the  Notes at the time  outstanding  may on  behalf of the
Holders of all of the Notes waive any past default or Event of Default under the
Indenture and its  consequences  except (i) a default in the payment of interest
or any premium,  if any, on, or the principal  of, the Notes,  (ii) a failure by
the  Company to  convert  any Notes into  Common  Stock,  (iii) a default in the
payment of the  Redemption  Price  pursuant to Article III or  repurchase  price
pursuant to Article XVI or (iv) a default in respect of a covenant or provisions
which under Article XI cannot be modified or amended  without the consent of the
Holders of all Notes then outstanding.  Any such consent or waiver by the Holder
of this Note (unless  revoked as provided in the Indenture)  shall be conclusive
and binding upon such Holder and upon all future Holders and owners of this Note
and any Notes which may be issued in exchange or substitute hereof, irrespective
of  whether  or not any  notation  thereof  is made upon this Note or such other
Notes.

         4. The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture,  expressly subordinate and subject in right of
payment to the prior payment in full of all Senior  Indebtedness of the Company,
as defined in the Indenture, whether outstanding at the date of the Indenture or
thereafter  incurred,  and this Note is issued  subject to the provisions of the
Indenture  with  respect  to such  subordination.  Each  Holder  of this Note by
accepting  the  same,  agrees  to and  shall  be bound  by such  provisions  and
authorizes  the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and appoints the Trustee
his attorney-in-fact for such purpose.

         5. No reference  herein to the  Indenture and no provision of this Note
or of the Indenture  shall alter or impair the obligation of the Company,  which
is  absolute  and  unconditional,  to pay the  principal  of and any premium and
interest on this Note at the place, at the respective  times, at the rate and in
the coin or currency herein prescribed.

         6.  Interest  on the Notes  shall be computed on the basis of a 360-day
year comprised of twelve 30-day months.

         7. The Notes are issuable in registered form without coupons in minimum
denominations  of  $1,000  ($100,000  in the case of Notes  issued  pursuant  to
Regulation D under the Securities Act) and any integral  multiple of $1,000.  At
the office or agency of the Company  referred to on the face hereof,  and in the
manner and subject to the limitations provided in the Indenture, without payment
of any service  charge but with payment of a sum  sufficient to cover any tax or
other   governmental   charge  that  may  be  imposed  in  connection  with  any
registration  or exchange of Notes,  Notes may be exchanged for a like aggregate
principal amount of Notes of other authorized denominations.

         8. The Notes will not be  redeemable at the option of the Company prior
to October 1, 2000.  At any time after  October 1, 2000,  and prior to maturity,
the Notes may be redeemed at the option of the Company  from time to time,  as a
whole or in part,  upon mailing a notice of such redemption not less than 15 nor
more than 60 days before the date fixed for  redemption  to the Holders of Notes
at  their  registered  addresses,  all  as  provided  in the  Indenture,  at the
following optional  Redemption Prices (expressed as percentages of the principal
amount), together in each case with accrued interest to, but excluding, the date
fixed for redemption.

         9. If redeemed during the 12-month period beginning October 1:

                                  Year                               Percentage
                                  2000..................................101.8%
                                  2001..................................100.9%

and 100% at October 1, 2002 provided that if the date fixed for redemption is on
April 1 or  October 1, then the  interest  payable on such date shall be paid to
the Holder of record of the Note on the next preceding March 15 or September 15,
respectively.

         10.......The Notes are not subject to redemption through  the operation
                  of any sinking fund.

         11.......Subject to the provisions of the Indenture,  the Holder hereof
has the right, at its option,  at any time prior to the close of business on the
maturity date,  subject to prior redemption or repurchase,  or, as to all or any
portion  hereof  called for  redemption,  prior to the close of  business on the
fifth Business day preceding the date fixed for  redemption  (unless the Company
shall default in payment due upon redemption thereof),  to convert the principal
hereof or any portion of such principal which is $1,000 or an integral  multiple
thereof,  into that number of shares of the Company's Common Stock,  said shares
shall be  constituted  at the  date of  conversion,  obtained  by  dividing  the
principal  amount  of this  Note  or  portion  thereof  to be  converted  by the
Conversion  Price of $37.03125 or such Conversion Price is adjusted from time to
time as provided in the Indenture,  upon surrender of this Note, together with a
conversion notice as provided in the Indenture,  to the Company at the office or
agency of the Company maintained for that purpose in Atlanta, Georgia, or at the
option of such  Holder,  the  Corporate  Trust  Office,  and,  unless the shares
issuable  on  conversion  are to be issued in the same name as this  Note,  duly
endorsed by, or accompanied by instruments of transfer in form  satisfactory  to
the Company duly executed by, the Holder or by his duly authorized attorney.  No
adjustment in respect of interest or dividends will be made upon any conversion;
provided,  however, that if this Note shall be surrendered for conversion during
the period  from the close of  business  on any record  date for the  payment of
interest to the close of business on the  Business  Day  preceding  the interest
payment  date,  this Note (unless it or the portion being  converted  shall have
been called for  redemption  during the period from the close of business on any
record date for the payment of interest to the close of business on the Business
Day preceding the interest  payment date) must be accompanied  by an amount,  in
New York Clearing house finds or other funds acceptable to the Company, equal to
the interest payable on such interest payment date on the principal amount being
converted,  provided further  however,  that in the event this Note or a portion
thereof is called for redemption on or after October 1, 2000 and before April 1,
2001 and the Holder elects to convert such Note,  the Holder will be entitled to
receive  interest on such Note for the period from April 1, 2000 through October
1, 2000  (provided  however,  that no such  payment  need be made if there shall
exist at the time of  conversion  a default in the  payment of  interest  on the
Notes.)  No  fractional  shares  will be  issued  upon  any  conversion,  but an
adjustment in cash will be made, as provided in the Indenture, in respect of any
fraction of a share which would  otherwise be issuable upon the surrender of any
Note or Notes for conversion.

         12.......Any  Notes  called  for  redemption,  unless  surrendered  for
conversion on or before the close of business on the date fixed for  redemption,
may be deemed to be  purchased  from the Holder of such Notes at an amount equal
to the applicable  Redemption Price,  together with accrued interest to the date
fixed for redemption,  by one or more investment bankers or other purchasers who
may agree with the Company to purchase  such Notes from the Holders  thereof and
convert them into Common Stock of the Company and to make payment for such Notes
as aforesaid to the Trustee in trust for such Holders.

         13.......Upon due presentment for registration of transfer of this Note
at the office or agency of the Company in  Atlanta,  Georgia or at the option of
the Holder of this Note, at the Corporate  Trust Office,  a new Note or Notes of
authorized  denominations for an equal aggregate principal amount will be issued
to the transferee in exchange  thereof,  subject to the limitations  provided in
the Indenture,  without charge except for any tax or other  governmental  charge
imposed in connection therewith.

         14.......The  Company,  the Trustee,  any  authenticating  agency,  any
paying  agent,  any  conversion  agent and any  Registrar may deem and treat the
registered  Holder  hereof as the absolute  owner of this Note  (whether or Note
this Note shall be overdue and  notwithstanding  any  notation of  ownership  or
other  writing  hereon),  for the purpose of  receiving  payment  hereof,  or on
account  hereof,  for the  conversion  hereof  and for all other  purposes,  and
neither the Company nor the Trustee nor any other  authenticating  agent nor any
paying agent nor any other  conversion agent nor any Registrar shall be affected
by any notice to the  contrary.  All payments  made to or upon the order of such
registered  Holder  shall,  to the extent of the sum or sums paid,  satisfy  and
discharge liability for monies payable on this Note.

         15.......No recourse for the payment of the principal or any premium or
interest on this Note,  or for any claim based  hereon or  otherwise  in respect
hereof,  and no recourse under or upon any obligation,  covenant or agreement of
the Company in the  Indenture or any  indenture  supplemental  thereto or in any
Note, or because of the creation of any indebtedness  represented thereby, shall
be had against  any  incorporation,  stockholder,  employee,  agent,  officer or
director or subsidiary,  as such, past,  present or future, of the Company or of
any  successor  corporation,  either  directly  or  through  the  Company or any
successor corporation, whether by virtue of any constitution, statute or rule of
law or by the  enforcement of any  assessment or penalty or otherwise,  all such
liability  being, by the acceptance  hereof and as part of the  consideration of
the issue hereof, expressly waived and released.

         16.......Terms  used in this Note and defined in the Indenture are used
herein as therein defined.


                             
                                  ABBREVIATIONS


         The following  abbreviations,  when used in the inscription of the face
of this  Note,  shall be  construed  as  though  they were  written  out in full
according to applicable laws or regulations:

TEN COM-          as tenants in common        UNIF GIFT MIN ACT  Custodian
                                                                (Cust)
                                                                (Minor)

TEN ENT-          as tenants by the
                  entireties

JT TEN-           as joint tenants with      under Uniform Gifts to Minors Act
                  right to survivor-ship
                  and not as tenants in
                  common                       ___________________________
                                                         (State)


                    Additional abbreviations may also be used
                          though not in the above list.


<PAGE>


                                CONVERSION NOTICE
                             To: WORLD ACCESS, INC.


         The  undersigned  registered  owner  of this  Note  hereby  irrevocably
exercises  the option to convert  this Note,  or the  portion  hereof  (which is
$1,000 or an integral multiple thereof) below designated,  into shares of Common
Stock of World  Access,  Inc.  in  accordance  with the  terms of the  Indenture
referred to in this Note, and directs that the shares  issuable and  deliverable
upon such conversion,  together with any check in payment for fractional  shares
and any Notes  representing any unconverted  principal amount hereof,  be issued
and delivered to the  registered  Holder hereof unless a different name has been
indicated  below.  If shares or any portion of this Note not converted are to be
issued in the name of a Person other than the undersigned,  the undersigned will
check the  appropriate box below and pay all transfer taxes payable with respect
thereto.  Any  amount  required  to be paid to the  undersigned  on  account  of
interest accompanies this Note.

Dated:  ______________________

                        


                                     
                                           Signature(s)

                                           Signature(s)  must  be
                                           guaranteed    by    an
                                           eligible     Guarantor
                                           Institution    (banks,
                                           stock brokers, savings
                                           and loan  associations
                                           and   credit   unions)
                                           with  membership in an
                                           approved     signature
                                           guarantee    medallion
                                           program   pursuant  to
                                           Securities         and
                                           Exchange    Commission
                                           Rule 17Ad-15 if shares
                                           of Common Stock are to
                                           be issued, or Notes to
                                           be  delivered,   other
                                           than  to  and  in  the
                                           name of the registered
                                           Holder.


                                         ---------------------------------------
                                         Signature Guarantee



<PAGE>


Fill in for registration of shares of Common Stock if to be issued, and Notes it
to be delivered, other than to and in the name of the registered Holder:

-------------------------
(Name)

-------------------------
(Street Address)

-------------------------
(City, State and Zip Code)

Please print name and address

Principal amount to be
converted (if less than all):
                                                         
$-----------


                                                         
-------------------------------------------------------
Social Security or Other Taxpayer Identification Number


<PAGE>


                                 ASSIGNMENT

For value received ___________________ hereby sell(s), assign(s) and transfer(s)
unto

------------------------------------------------------------------------
(Please insert name, social security or other Taxpayer Identification Number  of
assignee)

the within Note, and hereby irrevocably constitutes and appoints


------------------------------------------------------------------------------
attorney to transfer  the said Note on the Books of the  Company,  with power of
substitution in the premises.

         In connection  with any transfer of the within Note within two years of
the date of original  issuance of such Note, the undersigned  confirms that such
Note is being transferred:

         |_|  To World Access, Inc. or a subsidiary thereof; or

         |_|  Pursuant  to and in compliance with Rule 144A under the Securities
              Act of 1933, as amended; or

         |_|  To  an  Institutional   Accredited   Investor   pursuant to and in
              compliance with the Securities Act of 1933, as amended; or

         |_|  Pursuant  to  and  in  compliance  with  Regulation  S  under  the
              Securities  Act of 1933, as amended; or

         |_|  Pursuant  to  and in compliance with Rule 144 under the Securities
              Act of 1933, as amended;

and unless the box below is checked,  the undersigned confirms that such Note is
not being  transferred  to an  "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate").

         |_|  The transferee is an Affiliate of the Company;



<PAGE>


Dated:  ______________________
                                          


                                             -----------------------------------
                                             Signature(s)

                                             Signature(s)  must  be
                                             guaranteed    by    an
                                             eligible     Guarantor
                                             Institution    (banks,
                                             stock brokers, savings
                                             and loan  associations
                                             and   credit   unions)
                                             with  membership in an
                                             approved     signature
                                             guarantee    medallion
                                             program   pursuant  to
                                             Securities         and
                                             Exchange    Commission
                                             Rule 17Ad-15 if shares
                                             of Common Stock are to
                                             be issued, or Notes to
                                             be  delivered,   other
                                             than  to  and  in  the
                                             name of the registered
                                             Holder.

                                  
                                             -----------------------------------
                                             Signature Guarantee


<PAGE>


                                OPTION TO ELECT REPURCHASE
                                 UPON A CHANGE IN CONTROL

To:      WORLD ACCESS, INC.

         The  undersigned  registered  owner  of this  Note  hereby  irrevocably
acknowledges  receipt of a notice from World Access,  Inc. (the  Company") as to
the  occurrence  of a Change in Control with respect to the Company and requests
and instructs the Company to repay the entire  principal amount of this Note, or
the portion  thereof  (which is $1,000 or an integral  multiple  thereof)  below
designated,  in accordance  with the terms of the Indenture  referred to in this
Note at the repurchase price,  together with accrued interest to, but excluding,
such date, to the registered Holder hereof.

Dated:  ______________________



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


                                        ----------------------------------------
                                        Signature(s)

                                        NOTICE:    The   above
                                        signatures    of   the
                                        Holder(s)  hereof must
                                        correspond   with  the
                                        name as  written  upon
                                        the  face of the  Note
                                        in  every   particular
                                        without    alteration,
                                        enlargement   or   any
                                        change whatever.

                                                          
Principal amount to be
repurchased (if less than all):

$--------------


-----------------------------------
Social Security or Other Taxpayer
Identification Number

<PAGE>

Exhibit 10.1                                             

                                           

                                  $100,000,000
                  4.5% CONVERTIBLE SUBORDINATED NOTES DUE 2002

                               WORLD ACCESS, INC.


                               PURCHASE AGREEMENT



                               September 26, 1997


BT Alex. Brown Incorporated
Prudential Securities Incorporated
c/o BT Alex. Brown Incorporated
One South Street
Baltimore, Maryland  21202

Ladies and Gentlemen:

         World Access,  Inc., a Delaware  corporation (the "Company"),  confirms
its  agreement  with BT  Alex.  Brown  Incorporated  and  Prudential  Securities
Incorporated (the "Initial  Purchasers") with respect to the sale by the Company
and the purchase by the Initial Purchasers, acting severally and not jointly, of
the  respective  amounts  set  forth in  Schedule  A of  $100,000,000  aggregate
principal amount of the Company's 4.5% Convertible  Subordinated  Notes due 2002
(the  "Notes") to be issued  pursuant to the  provisions  of an  indenture to be
dated as of October 1, 1997 (the  "Indenture")  between  the  Company  and First
Union National Bank, as trustee (the  "Trustee").  Such  $100,000,000  aggregate
principal  amount of Notes are hereafter  referred to as the "Firm Notes".  Upon
the request of the  Initial  Purchasers,  as  provided  in Section  2(b) of this
Agreement, the Company shall also issue and sell to the Initial Purchasers up to
an additional $15,000,000 aggregate principal amount of Notes for the purpose of
covering over-allotments, if any. Such $15,000,000 aggregate principal amount of
Notes are  hereinafter  referred  to as the  "Option  Notes." The Firm Notes and
Option Notes collectively constitute all of the Notes.

         The Notes are  convertible  into shares of the Company's  common stock,
par value $.01 per share (the "Common Stock"),  at any time following the latest
date of the  original  issuance  thereof and before the close of business on the
maturity  date of the Notes,  unless  previously  redeemed or  repurchased.  The
Common Stock  issuable  upon  conversion  of the Notes is sometimes  hereinafter
referred to as the  "Underlying  Stock." Notes issued in book-entry form will be
issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant
to a letter agreement, to be dated as of the Closing Date (as defined in Section
3) among the Company, the Trustee and DTC.

         The Company  understands that the Initial Purchasers propose to make an
offering of the Notes on the terms and in the manner set forth herein and agrees
that the Initial  Purchasers  may resell,  subject to the  conditions  set forth
herein, all or a portion of the Notes to purchasers ("Subsequent Purchasers") at
any time after the date of this  Agreement.  The Notes will be offered  and sold
through the Initial Purchasers without being registered under the Securities Act
of 1933,  as amended  (the  "Securities  Act"),  in reliance  upon an  exemption
therefrom. Pursuant to the terms of the Notes and the Indenture,  investors that
acquire Notes may only resell or otherwise transfer such Notes if such Notes are
hereafter  registered  under  the  Securities  Act or if an  exemption  from the
registration  requirements  of the  Securities  Act is available  (including the
exemption  afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation  S")
of the  rules  and  regulations  promulgated  under  the  Securities  Act by the
Securities and Exchange Commission (the "Commission")).

         The Company has prepared and delivered to the Initial Purchasers copies
of a preliminary  offering memorandum dated September 15, 1997 (the "Preliminary
Offering  Memorandum"),  and  has  prepared  and  will  deliver  to the  Initial
Purchasers,  on the date hereof,  copies of a final  offering  memorandum  dated
September  26,  1997 (the  "Offering  Memorandum"),  setting  forth  information
regarding  the  Company,  the  Notes  and  the  Underlying  Stock.  Each  of the
Preliminary Offering Memorandum and the Offering Memorandum is to be used by the
Initial  Purchasers in connection  with their  solicitation  of purchases of, or
offering of, the Notes.  "Offering  Memorandum,"  unless stated to the contrary,
means, with respect to any date or time referred to in this Agreement,  the most
recent offering memorandum  (whether the Preliminary  Offering Memorandum or the
Offering  Memorandum,  or  any  amendment  or  supplement  to  such  documents),
including exhibits thereto and any documents  incorporated therein by reference,
which has been prepared and  delivered by the Company to the Initial  Purchasers
in  connection  with their  solicitation  of  purchases  of, or offering of, the
Notes.  The  Company  hereby  confirms  that  it has  authorized  the use of the
Preliminary  Offering  Memorandum and the Offering Memorandum in connection with
the offering and sale of the Notes.

         Holders (including  subsequent  transferees) of the Notes will have the
registration  rights  set  forth  in  the  Registration  Rights  Agreement  (the
"Registration Rights Agreement"). Pursuant to the Registration Rights Agreement,
the  Company  has  agreed  to file  with  the  Commission  a shelf  registration
statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration
Statement") to cover public resales of the Notes and the Underlying Stock by the
Holders thereof.

         Capitalized  terms used herein without  definition  have the respective
meanings  specified  therefor in the Offering  Memorandum.  For purposes hereof,
"Rules  and  Regulations"  means  the  rules  and  regulations  adopted  by  the
Commission  under the Securities  Act, the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act") or the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), as applicable.

         All references in this Agreement to financial  statements and schedules
and other information which is "contained,"  "included," "stated," or described"
in the Offering  Memorandum (or other references of like import) shall be deemed
to mean and  include  all such  financial  statements  and  schedules  and other
information which is incorporated by reference in the Offering  Memorandum;  and
all  references in this  Agreement to amendments or  supplements to the Offering
Memorandum  shall be deemed to mean and include the filing of any document under
the Exchange Act which is incorporated by reference in the Offering Memorandum.

         Section 1.  Representations and Warranties.  The Company represents and
warrants  to, and agrees  with,  each of the Initial  Purchasers  as of the date
hereof,  and as of the Closing Date and each Option  Closing Date (as defined in
Section 2(b) hereof), if any, as follows:

                  (a) The Offering  Memorandum,  as of its date,  together  with
each  amendment  or  supplement  thereto,  as of  its  date,  contains  all  the
information that, if requested by a prospective purchaser,  would be required to
be provided  pursuant to Rule 144A(d)(4)  under the Securities Act. The Offering
Memorandum  does not, and at the Closing  Date and any Option  Closing Date will
not, and any amendment or supplement  thereto, if any, as of its date, will not,
contain any untrue  statement  of a material  fact or omit to state any material
fact  necessary  in  order  to make  the  statements  therein,  in  light of the
circumstances  under  which  they were made,  not  misleading.  The  immediately
preceding  sentence does not apply to  information  contained in or omitted from
the  Preliminary   Offering  Memorandum  or  the  Offering  Memorandum  (or  any
supplement or amendment thereto) in reliance upon and in conformity with written
information  furnished  to the Company by or on behalf of any Initial  Purchaser
specifically  for use  therein  (the  "Initial  Purchaser's  Information").  The
parties acknowledge and agree that the Initial Purchaser's  Information consists
solely of the last  paragraph  at the bottom of the front cover page  concerning
the terms of the  offering  by the  Initial  Purchasers  and the text  under the
caption  "Plan of  Distribution"  in the  Offering  Memorandum.  The  Company is
subject to Sections 13 or 15(d) of the Exchange Act.

                  (b)  The  Company  has  been  duly  organized  and is  validly
existing  as a  corporation  in good  standing  under  the laws of the  State of
Delaware,  with  corporate  power and  corporate  authority  to own or lease its
properties  and conduct its business as  described  in the Offering  Memorandum.
Restor-AIT,  Inc., Westec  Communications,  Inc., Sunrise Sierra,  Inc. Cellular
Infrastructure Supply, Inc., and Galaxy Personal  Communications  Services, Inc.
(the  "Subsidiaries")  constitute all of the Company's  corporate  subsidiaries.
Each of the  Subsidiaries  has been duly organized and is validly  existing as a
corporation in good standing  under the laws of the state of its  incorporation,
with corporate power and corporate  authority to own or lease its properties and
conduct its  business  as  described  in the  Offering  Memorandum.  Each of the
Company and the Subsidiaries is duly qualified and licensed and in good standing
as a foreign  corporation in each jurisdiction in which its ownership or leasing
of any properties or the character of its operations requires such qualification
or licensing,  except where the failure to be so qualified or licensed would not
have a material adverse effect on the condition, financial or otherwise, results
of operations or business of the Company and the Subsidiaries,  taken as a whole
(a "Material Adverse Effect").  The outstanding  shares of capital stock of each
of the Subsidiaries have been duly authorized and validly issued, are fully paid
and  non-assessable,  are  owned by the  Company  free and  clear of all  liens,
charges,  claims,  encumbrances,  pledges,  security  interests defects or other
restrictions  or  equities  of any  kind  whatsoever,  and were  not  issued  in
violation  of any  preemptive  rights  or  applicable  securities  laws;  and no
options,  warrants  or other  rights to convert any  obligations  into shares of
capital stock or ownership interests in any of the Subsidiaries are outstanding.

                  (c)   The    information   set   forth   under   the   caption
"Capitalization"  in the Offering  Memorandum  is true and correct.  Neither the
Company nor any Subsidiaries is a party to or bound by any instrument, agreement
or other arrangement, including, but not limited to, any voting trust agreement,
stockholders'  agreement  or  other  agreement  or  instrument,   affecting  the
securities or rights or obligations of  securityholders of the Company or of the
Subsidiaries  or providing for any of them to issue,  sell,  transfer or acquire
any capital stock, rights, warrants,  options or other securities of the Company
or the  Subsidiaries,  except for this  Agreement  and the  Indenture and as set
forth in the Offering  Memorandum.  The Notes and the  Company's  capital  stock
conform  in  all  material  respects  to all  statements  with  respect  thereto
contained in the Offering Memorandum.

                  (d) All issued  and  outstanding  shares of  capital  stock or
other  securities  evidencing  equity  ownership  of each of the  Company or the
Subsidiaries have been duly authorized and validly issued and are fully paid and
non-assessable,  as applicable; the holders thereof have no rights of rescission
with  respect  thereto and are not subject to  personal  liability  by reason of
being such holders;  and none of such securities were issued in violation of the
preemptive  rights  of  any   securityholder  of  the  Company  or  any  of  the
Subsidiaries or similar  contractual rights granted by the Company or any of the
Subsidiaries.  The Notes will be issued  pursuant to the terms and conditions of
the Indenture,  and each of the Indenture and the Registration  Rights Agreement
conforms,  or will conform, to the description thereof contained in the Offering
Memorandum. The Notes have been duly authorized and, when validly authenticated,
issued, delivered and paid for in the manner contemplated by the Indenture, will
be duly  authorized,  validly issued and outstanding  obligations of the Company
entitled to the benefits of the  Indenture.  The shares of Common Stock issuable
upon  conversion  of the Notes will,  upon such  issuance,  be duly  authorized,
validly  issued,  fully  paid  and  non-assessable,  and the  Company  has  duly
authorized and reserved for issuance upon  conversion of the Notes the shares of
Common Stock issuable upon such  conversion.  The Notes and the Underlying Stock
are not and will not be subject to any preemptive or other similar rights of any
securityholder of the Company or the Subsidiaries; all corporate action required
to be  taken  for  the  authorization,  issue  and  sale  of the  Notes  and the
Underlying  Stock  has  been  duly  and  validly  taken;  and  the  certificates
representing  the Notes and the Underlying Stock will be in due and proper form.
Upon the issuance and delivery  pursuant to the terms of this  Agreement and the
Indenture of the Notes to be sold by the Company  hereunder and thereunder,  the
Initial Purchasers will acquire good and marketable title thereto free and clear
of any lien, charge, claim,  encumbrance,  pledge, security interest,  defect or
other restriction or equity of any kind whatsoever.

                  (e) The consolidated  historical  financial  statements of the
Company and the  Subsidiaries,  together with the related notes thereto included
in the  Preliminary  Offering  Memorandum  and the Offering  Memorandum,  fairly
present the financial position,  income,  changes in stockholders'  equity, cash
flow and  results of  operations  of the  Company  and the  Subsidiaries  at the
respective  dates and for the respective  periods to which they apply,  and such
historical  financial statements have been prepared in conformity with generally
accepted  accounting  principles  and the  Rules and  Regulations,  consistently
applied  throughout  the periods  involved.  Except as described in the Offering
Memorandum, there has been no material adverse change or development involving a
material prospective change in the condition, financial or otherwise, results of
operations  or business of the Company and the  Subsidiaries,  taken as a whole,
whether or not arising in the ordinary course of business, since the date of the
financial  statements  included in the Offering  Memorandum and the  outstanding
debt, the property, both tangible and intangible,  and the businesses of each of
the  Company  and the  Subsidiaries  conform  in all  material  respects  to the
descriptions thereof contained in the Offering Memorandum. Financial information
set forth in the Offering  Memorandum under the headings  "Summary  Consolidated
Financial and Operating Data," "Capitalization" and "Management's Discussion and
Analysis of Financial  Condition and Results of Operations"  fairly present,  on
the basis stated in the Offering  Memorandum,  the information set forth therein
and have been  derived from or compiled on a basis  consistent  with that of the
audited financial statements included in the Offering Memorandum.

                  (f)  Since the  respective  dates as of which  information  is
given in the Offering  Memorandum,  except as otherwise  stated or  contemplated
therein,  (i)  there  has been no  material  adverse  change  in the  condition,
financial or otherwise, results of operations or business of the Company and the
Subsidiaries, taken as a whole, whether or not arising in the ordinary course of
business,  (ii) there have been no  transactions  entered into by the Company or
any of the  Subsidiaries,  other than those in the ordinary  course of business,
which are material with respect to the Company and the Subsidiaries,  taken as a
whole,  and  (iii)  there  has  been no  dividend  or  distribution  of any kind
declared, paid or made by the Company on any class of its capital stock.

                  (g) Each of the Company and the Subsidiaries has filed all tax
returns required to be filed by it in any jurisdiction, other than those filings
being  contested  in good  faith,  and has paid all  federal,  state,  local and
foreign  taxes  shown to be due on such  returns  or claimed to be due from such
entities,  other than those (i) currently payable without penalty or interest or
(ii) being  contested in good faith,  in either  case,  for which the Company is
liable,  and  has  established  adequate  reserves  in the  Company's  financial
statements (in accordance  with generally  accepted  accounting  principles) for
such taxes which are not due and payable.

                  (h)      No  holders  of  securities  of  the  Company  or the
Subsidiaries  have any rights to require the Company to register such securities
except as described in (i) the Registration  Rights  Agreement,  dated March 27,
1997, by and among the Company and Thomas R. Canham, Brian A. Schuchman and John
T. Simon, and (ii) the Registration Rights Agreement,  dated August 25, 1997, by
and among the Company and Largo Holdings,  Ltd., Joseph W. Forbes, Jr., James E.
Bennett,  Moore Family Holdings,  Ltd., Paul G. Blaser,  Drew H. Davis, Lewis L.
Roberts, Jr. and Robert E. Schwartz.

                  (i)  There  is no  action,  suit,  proceeding,  litigation  or
governmental proceeding pending or, to the knowledge of the Company,  threatened
against,  or  involving  the  properties  or  businesses  of, the Company or the
Subsidiaries  which (i)  questions  the  validity  of the  capital  stock of the
Company  or  any  of  its  Subsidiaries,  this  Agreement,  the  Indenture,  the
Registration  Rights  Agreement  or of any  action  taken  or to be taken by the
Company or its  Subsidiaries  pursuant to or in connection  with this Agreement,
the Indenture or the Registration Rights Agreement or (ii) would have a Material
Adverse Effect, except as set forth in the Offering Memorandum.

                  (j) The Company has full legal right,  power and  authority to
authorize,  issue,  deliver  and sell the Notes and the  Underlying  Stock  upon
conversion  of the Notes,  to enter into this  Agreement,  the Indenture and the
Registration Rights Agreement and to consummate the transactions provided for in
such  agreements;  and this  Agreement  has been duly and  properly  authorized,
executed and  delivered by the Company,  and when the Company has duly  executed
and  delivered  the  Registration  Rights  Agreement  and  the  Indenture,  this
Agreement, the Registration Rights Agreement and the Indenture (assuming the due
execution and delivery thereof by the Initial Purchasers) will constitute legal,
valid and binding agreements of the Company  enforceable  against the Company in
accordance with their  respective  terms,  except to the extent that enforcement
thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium
or  similar  laws now or  hereafter  in effect  relating  to  creditors'  rights
generally  and  (ii)  general   principles  of  equity  (regardless  of  whether
enforceability  is considered in a proceeding at law or in equity) and except to
the extent that rights to  indemnification  and  contribution  contained in this
Agreement  may be limited by federal or state  securities  laws on public policy
relating thereto.

                  (k) None of the Company's  issue and sale of the Notes and the
Underlying  Stock upon the conversion of the Notes, the execution or delivery of
this  Agreement,  the  Indenture  and the  Registration  Rights  Agreement,  its
performance  hereunder and  thereunder,  its  consummation  of the  transactions
contemplated  herein and  therein or the conduct by it and the  Subsidiaries  of
their  businesses as described in the Offering  Memorandum or any  amendments or
supplements thereto conflicts or will conflict with or results or will result in
any breach or violation of any of the terms or provisions  of, or constitutes or
will  constitute a default  under,  or results or will result in the creation or
imposition of any lien, charge, claim,  encumbrance,  pledge, security interest,
defect or other  restriction or equity of any kind  whatsoever upon any property
or assets of the Company or the  Subsidiaries  pursuant to the terms of, (i) the
Certificate of Incorporation  or by-laws of the Company or of the  Subsidiaries,
(ii) any license,  contract,  indenture,  mortgage,  deed of trust, voting trust
agreement,  stockholders'  agreement,  note,  loan or credit  agreement or other
agreement or instrument to which the Company or its  Subsidiaries  is a party or
by which it is or may be bound or to which its properties or assets is or may be
subject, or any indebtedness,  or (iii) any statute,  judgment,  decree,  order,
rule or regulation  applicable to the Company or any of the  Subsidiaries of any
arbitrator,   court,   regulatory  body  or   administrative   agency  or  other
governmental  agency or body having  jurisdiction over the Company or any of the
Subsidiaries or any of their respective  activities or properties except, in the
case of clauses (ii) and (iii),  such defaults,  impositions and violations that
would not have a Material Adverse Effect.

                  (l) No consent,  approval,  authorization  or order of, and no
filing with, any court, arbitrator,  regulatory body, government agency or other
body,  domestic  or  foreign,  is  required  for  the  execution,   delivery  or
performance of this Agreement,  the Indenture, the Registration Rights Agreement
or the  transactions  contemplated  hereby  or  thereby,  except  such as may be
required under state securities or Blue Sky laws.

                  (m)  The  Company  and  its  Subsidiaries   have  no  material
contingent  obligations  which  are not  disclosed  in the  Company's  financial
statements which are included in the Offering Memorandum.

                  (n) Except as disclosed in the  Offering  Memorandum,  neither
the  Company  nor its  Subsidiaries  is or with the giving of notice or lapse of
time or both,  will be, in violation of or in default under its  Certificate  of
Incorporation or by-laws or under any agreement,  lease, contract,  indenture or
other  instrument or obligation to which it is a party or by which it, or any of
its properties, is bound and which default would have a Material Adverse Effect.

                  (o) Each approval, consent, order, authorization, designation,
declaration  or  filing  by or with  any  regulatory,  administrative  or  other
governmental body necessary in connection with the execution and delivery by the
Company  of this  Agreement  and the  consummation  of the  transactions  herein
contemplated (except such additional steps as may be required by the Commission,
or such additional  steps as may be necessary to qualify the Securities for sale
by the  Initial  Purchasers  under state  securities  or Blue Sky laws) has been
obtained or made and is in full force and effect.

                  (p)  The  Company  and  its  Subsidiaries  hold  all  material
licenses,  certificates  and permits  from  governmental  authorities  which are
necessary to the conduct of their  businesses.  The Company and the Subsidiaries
own or possess sufficient  trademarks,  trade names, patent rights,  copyrights,
licenses, trade secrets and other similar rights reasonably necessary to conduct
their  respective  businesses;  and the Company has no knowledge that either the
Company or its  Subsidiaries  has infringed any patents,  patent  rights,  trade
names, trademarks or copyrights,  which infringement is material to the business
of the Company and its  Subsidiaries  taken as a whole.  The Company knows of no
material  infringement  by  others  of  patents,  patent  rights,  trade  names,
trademarks or copyrights owned by or licensed to the Company.

                  (q)  Neither the  Company  nor any of its  Subsidiaries  is an
"investment  company"  within  the  meaning  of such term  under the  Investment
Company Act of 1940 and the rules and regulations of the Commission thereunder.

                  (r) The  Company  maintains  a system of  internal  accounting
controls  sufficient to provide reasonable  assurances that (i) transactions are
executed in accordance with management's general or specific authorization; (ii)
transactions  are  recorded as  necessary  to permit  preparation  of  financial
statements in conformity with generally  accepted  accounting  principles and to
maintain  accountability for assets; (iii) access to assets is permitted only in
accordance with  management's  general or specific  authorization;  and (iv) the
recorded   accountability  for  assets  is  compared  with  existing  assets  at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.

                  (s) The Company and its Subsidiaries carry, or are covered by,
insurance in such amounts and covering such risks as is adequate for the conduct
of their respective  businesses and the value of their respective properties and
as is customary for companies engaged in similar industries.

                  (t) The Company is in compliance in all material respects with
all presently  applicable  provisions of the Employee Retirement Income Security
Act of 1974, as amended, including the regulations and published interpretations
thereunder  ("ERISA");  no "reportable event" (as defined in ERISA) has occurred
with respect to any  "pension  plan" (as defined in ERISA) for which the Company
would have any  liability;  the Company has not  incurred and does not expect to
incur  liability  under (i) Title IV of ERISA with respect to termination of, or
withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of the Internal
Revenue  Code of 1986,  as amended,  including  the  regulations  and  published
interpretations  thereunder (the "Code");  and each "pension plan" for which the
Company would have any liability that is intended to be qualified  under Section
401(a) of the Code is so  qualified  in all  material  respects  and nothing has
occurred,  whether by action or by failure to act, which would cause the loss of
such qualification.

                  (u) Each of the  Company and its  Subsidiaries  is in material
compliance  with all  federal,  state,  local and foreign  laws and  regulations
respecting  employment  and  employment  practices,   terms  and  conditions  of
employment and wages and hours.  There are no pending  investigations  involving
the Company or its  Subsidiaries  by the U.S.  Department  of Labor or any other
governmental  agency  responsible  for the  enforcement of such federal,  state,
local or foreign laws and regulations.  There is no unfair labor practice charge
or complaint against the Company or its Subsidiaries pending before the National
Labor Relations Board or any strike,  picketing,  boycott,  dispute, slowdown or
stoppage  pending  or  threatened  against  or  involving  the  Company  or  its
Subsidiaries.  No representation question exists respecting the employees of the
Company  or  its  Subsidiaries,   and  no  collective  bargaining  agreement  or
modification  thereof  is  currently  being  negotiated  by the  Company  or its
Subsidiaries.  No  grievance  or  arbitration  proceeding  is pending  under any
expired or  existing  collective  bargaining  agreements  of the  Company or its
Subsidiaries.  Except as disclosed in the Offering Memorandum, no material labor
dispute with the employees of the Company or its Subsidiaries  exists or, to the
knowledge of the Company, is imminent.

                  (v) Neither the Company or any of its Subsidiaries, nor any of
its  affiliates  has taken or will  take,  directly  or  indirectly,  any action
designed  to or which has  constituted  or which  might be  expected to cause or
result in, under the Exchange Act or otherwise, stabilization or manipulation of
the price of any security of the Company to facilitate the sale or resale of the
Notes or otherwise.

                  (w)  Each of the  Company  and the  Subsidiaries  has good and
marketable title to, or valid and enforceable leasehold estates in, all items of
real and  personal  property  that are material to its  business,  in each case,
except as  disclosed in the  Offering  Memorandum,  free and clear of all liens,
charges, claims,  encumbrances,  pledges, security interests,  defects and other
restrictions that would have a Material Adverse Effect.

                  (x) Price  Waterhouse  LLP, who have certified  certain of the
financial  statements  included  as  part  of  the  Offering   Memorandum,   are
independent  certified  public  accountants  of the  Company as  required by the
Securities Act and the Rules and Regulations.

                  (y) The Notes  satisfy the  eligibility  requirements  of Rule
144A(d)(3)  under the Securities  Act, and the Notes are eligible for trading in
the Private Offerings,  Resale and Trading through Automated Linkages ("Portal")
market.  The Company's  Common Stock is included for trading in the Nasdaq Stock
Market (National Market).

                  (z) Other than payments  required or allowed by applicable law
of the United States,  neither the Company nor its Subsidiaries has, nor, to the
knowledge of the Company,  has any officer,  director or employee of the Company
or its  Subsidiaries  or any other person acting on behalf of the Company or its
Subsidiaries,  for the benefit of the Company or such  Subsidiaries  at any time
during the last five years,  (i) made any unlawful gift or  contribution  to any
candidate for federal,  state,  local or foreign  political office, or failed to
disclose fully any such gift or  contribution  in violation of law, or (ii) made
any payment to any  federal,  state,  local or foreign  governmental  officer or
official,  which  would be  reasonably  likely to  subject  the  Company  or its
Subsidiaries  to any damage or penalty in any civil,  criminal  or  governmental
litigation  or proceeding  (domestic or foreign).  Each of the Company's and the
Subsidiaries'  internal  accounting controls are sufficient to cause the Company
and its  Subsidiaries to comply with the Foreign Corrupt  Practices Act of 1977,
as amended.

                  (aa)  The  minute  books  of  each  of  the  Company  and  the
Subsidiaries  have been made  available  to the  Initial  Purchasers,  contain a
complete  summary of all meetings and actions of the directors and  stockholders
of each of the Company and the  Subsidiaries  since the time of their respective
incorporation  and  reflect  all  transactions   referred  to  in  such  minutes
accurately in all respects.

                  (bb)  Neither  the  Company  nor  its  Subsidiaries  has  been
notified  or is  otherwise  aware  that  it is  potentially  liable,  under  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended,  or any  similar  law  ("Environmental  Laws").  The  Company  and  the
Subsidiaries  are  in  substantial   compliance  with  all  applicable  existing
Environmental Laws, except for such instances of non-compliance  which would not
have a Material  Adverse  Effect.  The term  "Hazardous  Material" means (i) any
"hazardous  substance" as defined by the Comprehensive  Environmental  Response,
Compensation and Liability Act of 1980, as amended,  (ii) any "hazardous  waste"
as defined by the Resource Conservation and Recovery Act, as amended,  (iii) any
petroleum or petroleum product,  (iv) any  polychlorinated  biphenyl and (v) any
pollutant or contaminant or hazardous,  dangerous or toxic  chemical,  material,
waste  or  substance  regulation  under  or  within  the  meaning  of any  other
Environmental Law. To the best of the Company's knowledge, no disposal,  release
or discharge of "Hazardous Material" has occurred on, in, at or about any of the
facilities or properties of the Company or its Subsidiaries.

                  (cc)  Neither the Company nor any  affiliate  (as such term is
defined in Rule 501(b) under the Securities Act) of the Company has, directly or
through any agent, sold, offered for sale,  solicited offers to buy or otherwise
negotiated in respect of, any  "security"  (as defined in the  Securities  Act),
which is or could  reasonably be expected to be integrated  with the sale of the
Notes in a manner  that would  require the  registration  of the Notes under the
Securities Act. The Company and the Subsidiaries have not incurred any liability
for a fee,  commission,  or other compensation on account of the employment of a
broker  or finder  in  connection  with the  transactions  contemplated  by this
Agreement other than as contemplated hereby.

                  (dd)  None of the  Company,  any  affiliate  (as such  term is
defined in Rule 501 (b) under the  Securities  Act) of the  Company or any other
person  acting  on its or their  behalf  has  engaged,  in  connection  with the
offering  of  the  Notes,  in  any  form  of  general  solicitation  or  general
advertising within the meaning of Rule 502(c) under the Securities Act.

                  (ee) None of the Company,  its affiliates or any person acting
on its or their  behalf  (other  than  the  Initial  Purchasers,  as to whom the
Company  makes no  representation)  has engaged or will  engage in any  directed
selling efforts, and each of the Company, its affiliates or any person acting on
its or their behalf (other than the Initial  Purchasers,  as to whom the Company
makes no  representation)  has  complied  and  will  comply  with  the  offering
restrictions requirements of Regulation S. Terms used in this paragraph have the
meanings given to them in Regulation S.

         Section 2.        Sale to the Initial Purchasers.

                  (a)  On  the  basis  of the  representations,  warranties  and
agreements  contained herein,  and subject to the terms and conditions set forth
herein,  the  Company  agrees  to  issue  and  sell to each  Initial  Purchaser,
severally  and not  jointly,  and  each  Initial  Purchaser,  severally  and not
jointly, agrees to purchase from the Company, the Firm Notes at a purchase price
and the aggregate  principal amount as set forth in Schedule A opposite the name
of such Initial Purchaser.

                  (b)  In  addition,   on  the  basis  of  the  representations,
warranties  and  agreements  contained  herein,  and  subject  to the  terms and
conditions set forth herein,  the Company hereby grants an option to the Initial
Purchasers to purchase any or all of the Option Notes at a price equal to 97% of
the principal  amount thereof plus accrued interest from the Closing Date to the
applicable  Option  Closing Date.  Such option will expire thirty days after the
date hereof, and may be exercised in whole or in part from time to time only for
the purpose of covering  overallotments which may be made in connection with the
offering  and  distribution  of the  Firm  Notes  upon  notice  by  the  Initial
Purchasers to the Company setting forth the aggregate principal amount of Option
Notes as to which the Initial  Purchasers are then exercising the option and the
time  and date of  delivery  and  payment  therefor.  Any such  time and date of
delivery  and payment (an "Option  Closing  Date")  shall be  determined  by the
Initial  Purchasers,  but shall not be later than five full  business days after
the  exercise  of such  option  unless  otherwise  agreed by the Company and the
Initial  Purchasers.  If the option is  exercised  as to all or a portion of the
Option Notes, the Initial  Purchasers,  acting severally and not jointly,  shall
purchase that proportion of the total  principal  amount of Firm Notes set forth
in Schedule A opposite  the name of such  Initial  Purchaser  bears to the total
principal amount of Firm Notes.

                  (c) The Initial Purchasers have advised the Company that it is
their intention,  as promptly as they deem  appropriate  after the Company shall
have furnished the Initial Purchasers with copies of the Offering Memorandum, to
resell the Notes  pursuant to the procedures and upon the terms set forth in the
Offering Memorandum,  including not to solicit any offer to buy or offer to sell
the Notes by means of any form of general  solicitation  or general  advertising
(within the meaning of Regulation D under the  Securities  Act) or in any manner
involving a public offering within the meaning of Section 4(2) of the Securities
Act. Each of the Initial  Purchasers  warrant and agree with the Company that it
has  solicited  and will solicit  offers (the "Exempt  Resales")  for Notes only
from,  and will offer Notes only to, (i) persons that it reasonably  believes to
be  "Qualified  Institutional  Buyers" or "QIBs" in  transactions  that meet the
requirements  for  an  exemption  from  the  registration  requirements  of  the
Securities Act under Rule 144A, (ii) persons who are "accredited  investors" (as
defined  in Rule  501(a)(1),  (2),  (3) or (7)  under the  Securities  Act) that
execute and deliver a letter containing certain  representations  and agreements
in the form  attached as Annex A of the Offering  Memorandum,  and (iii) persons
who are not U.S. Persons within the meaning of Regulation S under the Securities
Act. Such persons are referred to herein as "Eligible  Purchasers."  Each of the
Initial Purchasers  represents and warrants,  severally and not jointly, that it
is an  Institutional  Accredited  Investor with such knowledge and experience in
financial and business matters as are necessary to evaluate the merits and risks
of an  investment  in the Notes,  and is acquiring its interest in the Notes not
with a view to the distribution or resale thereof,  except resales in compliance
with the registration requirements or exemption provisions of the Securities Act
and that neither it, nor anyone acting on its behalf, will offer the Notes so as
to bring the issuance and sale of the Notes within the  provisions  of Section 5
of the Securities  Act. Each of the Initial  Purchasers  further  represents and
warrants,  severally  and not jointly,  that it is not a pension or welfare plan
(as defined in Section 3 of ERISA) and is not acquiring the Notes on behalf of a
pension or welfare plan.  The Company  acknowledges  and agrees that the Initial
Purchasers  may sell Notes to any  affiliate of the Initial  Purchasers  and any
such  affiliate may sell Notes  purchased by it to the Initial  Purchasers.  The
Initial Purchasers agree that, prior to or simultaneously  with the confirmation
of sale by it to any Subsequent Purchaser of any of the Notes purchased from the
Company pursuant hereto, the Initial Purchasers shall furnish to that Subsequent
Purchaser  a copy of the  Offering  Memorandum  (and any  amendment  thereof  or
supplement  thereto  that  the  Company  shall  have  furnished  to the  Initial
Purchasers  prior to the date of such  confirmation of sale). In addition to the
foregoing, the Initial Purchasers agree and understand that the Company and, for
purposes of the opinions to be delivered to the Initial  Purchasers  pursuant to
Sections  5(b)  and  (c)  hereof,  counsel  to the  Company  and to the  Initial
Purchasers,  respectively, may rely upon the accuracy and truth of the foregoing
representations,  warranties  and  covenants in this Section 2(c) and in Section
2(d) hereof, and the Initial Purchasers hereby consent to such reliance.

                  (d) Each Initial Purchaser,  severally and not jointly, hereby
represents  and warrants  to, and agrees  with,  the Company that (i) no form of
general  solicitation or general advertising (within the meaning of Regulation D
under the Securities Act) has been or will be used by the Initial  Purchasers or
any of their representatives in connection with the offer and sale of any of the
Notes, including, but not limited to, articles,  notices or other communications
published  in any  newspaper,  magazine,  or similar  medium or  broadcast  over
television or radio, or any seminar or meeting whose attendees have been invited
by  any  general  solicitation  or  general  advertising  except  pursuant  to a
registered public offering as provided in the Registration Rights Agreement; and
(ii) it will otherwise act in accordance with the terms and conditions set forth
in this  Agreement in connection  with the  placement of the Notes  contemplated
hereby.

         Section 3.  Delivery  of and Payment  for the Notes.  Delivery  of, and
payment  for,  the Firm Notes  shall be made at 9:00 a.m.,  Baltimore,  Maryland
time, on October 1, 1997, or at such other date or time, not later than ten full
business days thereafter,  as shall be agreed by the Initial  Purchasers and the
Company  (such date and time being  referred to herein as the  "Closing  Date").
Delivery  of, and payment for, the Firm Notes and the Option Notes shall be made
at the offices of BT Alex. Brown Incorporated,  Baltimore, Maryland, or any such
other place as shall be agreed by the Initial  Purchasers  and the  Company.  In
addition,  in the event that any or all of the Option Notes are purchased by the
Initial  Purchasers,  delivery of such Option  Notes and payment of the purchase
price for such Option Notes shall be made at the  above-mentioned  offices of BT
Alex.  Brown  Incorporated,  or any such  other  place as shall be agreed by the
Initial Purchasers and the Company, on each date of delivery as specified in the
notice from the Initial Purchasers to the Company.  Payment shall be made to the
Company by wire  transfer of same day funds payable to the order of the Company,
against  delivery to the Initial  Purchasers of certificates for the Notes to be
purchased by them. On the Closing Date,  payment will be made against (i) to the
extent Notes are to be resold  outside the United States  pursuant to Regulation
S, delivery of a global Note, to a common  depository for Morgan  Guaranty Trust
Company of New York,  Brussels Office,  as operator of the Euroclear  System, or
Cedel  Bank,  societe  anonyme,  for credit to the  respective  accounts  of the
Initial  Purchasers  or to such other  accounts  as the Initial  Purchasers  may
direct,  and (ii) to the  extent  Notes are to be resold  in the  United  States
pursuant to Rule 144A under the Securities Act, delivery of a single global Note
in registered  form to be deposited with, or on behalf of, DTC and registered in
the name of Cede & Co., as nominee of DTC, in such  denominations and registered
in such names, or otherwise, as the Initial Purchasers shall have requested. The
Company shall make the  certificates for the Notes available for examination and
packaging by the Initial Purchasers not later than 10:00 a.m. (New York time) on
the last business day prior to the Closing Date, or Option  Closing Date, as the
case may be, at the offices of the Trustee or its agent in New York City.

         Section 4.        Covenants and Agreements of the Company.  The Company
covenants  and agrees with the Initial Purchasers as follows:

                  (a)  The  Company  will   furnish   promptly  to  the  Initial
Purchasers  and counsel  for the Initial  Purchasers,  without  charge,  as many
copies of the Preliminary  Offering  Memorandum and the Offering Memorandum (and
of any amendments or supplements thereto) as may be reasonably  requested;  will
furnish to the Initial  Purchasers on the date hereof a copy of the  independent
accountants'   report  included  in  the  Offering   Memorandum  signed  by  the
accountants rendering such report; and the Company hereby consents to the use of
the  Preliminary  Offering  Memorandum  and  the  Offering  Memorandum,  and any
amendments and  supplements  thereto,  in connection  with Exempt Resales of the
Notes.

                  (b) The  Company  will  notify  BT  Alex.  Brown  Incorporated
promptly,  and confirm  such  advice in  writing,  of (x) any filing made by the
Company of information relating to the offering of the Notes with any securities
exchange  or any  other  regulatory  body  in the  United  States  or any  other
jurisdiction,  and (y) prior to the  completion of the placement of the Notes by
the Initial  Purchasers  as  evidenced  by a notice in writing  from the Initial
Purchasers  to  the  Company,  any  material  adverse  changes  or  developments
involving  any  material  prospective  change  in the  condition,  financial  or
otherwise, results of operations or business of the Company or its Subsidiaries,
taken as a whole,  that (i) make any  statement  of a material  fact made in the
Offering  Memorandum  false or misleading in any material respect or (ii) if not
disclosed  in the Offering  Memorandum,  would  constitute  a material  omission
therefrom.  In such  event or if during  such time any  event  shall  occur as a
result of which it is necessary,  in the reasonable opinion of the Company,  its
counsel, the Initial Purchasers or counsel for the Initial Purchasers,  to amend
or supplement the Offering  Memorandum in order that the Offering Memorandum not
include any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of
the circumstances then existing,  the Company will forthwith amend or supplement
the Offering Memorandum by preparing and furnishing to each Initial Purchaser an
amendment or  amendments  of, or a supplement  or  supplements  to, the Offering
Memorandum  (in form and substance  satisfactory  in the  reasonable  opinion of
counsel for the Initial Purchasers) so that, as so amended or supplemented,  the
Offering  Memorandum will not include an untrue  statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the  circumstances  existing  at the time it is  delivered  to a
Subsequent Purchaser, not misleading.

                  (c) The Company  agrees that if the  delivery of the  Offering
Memorandum is required at any time in connection  with the sale of the Notes and
if at such time any events shall have occurred as a result of which the Offering
Memorandum as then amended or supplemented  would include an untrue statement of
a material  fact or omit to state any material  fact  necessary in order to make
the statements  therein, in the light of the circumstances under which they were
made when the Offering  Memorandum is delivered,  not misleading,  or if for any
other  reason  it shall be  necessary  at such time to amend or  supplement  the
Offering  Memorandum in order to comply with any law, the Company will notify BT
Alex.  Brown  Incorporated  immediately  thereof,  and to  promptly  prepare and
furnish to the Initial Purchasers an amended Offering Memorandum or a supplement
to the Offering Memorandum so that statements in the Offering Memorandum,  as so
amended or  supplemented,  will not, in light of the  circumstances  under which
they were made when it is so delivered,  be misleading,  or so that the Offering
Memorandum will comply with applicable law. The Initial Purchasers'  delivery of
any such  amendment or  supplement  shall not  constitute a waiver of any of the
conditions set forth in Section 5 hereof.

                  (d) The Company agrees to not amend or supplement the Offering
Memorandum  without the consent of the Initial  Purchasers,  which consent shall
not be unreasonably withheld, and to promptly advise the Initial Purchasers when
any  document  filed  under  the  Exchange  Act which is  incorporated  into the
Offering Memorandum shall have been filed with the Commission.

                  (e) The Company agrees,  during the five-year period following
the Closing  Date,  to furnish to the Initial  Purchasers  all reports and other
communications  furnished to stockholders and copies of all reports,  documents,
information and financial  statements  filed with the Commission or any national
securities  exchange on which any class of  securities  of the Company  shall be
listed.

                  (f) The  Company  will use the  proceeds  from the sale of the
Notes in the manner described in the Offering Memorandum.

                  (g) The Company will,  in connection  with the offering of the
Notes, make its officers,  employees,  independent accountants and legal counsel
reasonably available upon request by the Initial Purchasers.

                  (h) The Company will use its reasonable best efforts to do and
perform all things  required to be done and performed under this Agreement by it
that are  within  its  control  prior to or after  the  Closing  Date and to use
reasonable  efforts  to  satisfy  all  conditions  precedent  on its part to the
delivery of the Notes.

                  (i) None of the Company,  its  affiliates  (as defined in Rule
501(b) under the 1933 Act) or any person (other than the Initial  Purchasers and
their  respective  affiliates,  as to whom the Company makes no  representation)
acting on its behalf will engage,  in connection with the offering of the Notes,
in any form of general solicitation or general advertising within the meaning of
Rule  502(c)  under the 1933  Act,  nor will any  person  acting on its or their
behalf, directly or indirectly, make offers or sales of any security, or solicit
offers  to  buy  any  security,  under  circumstances  that  would  require  the
registration  of the Notes under the Securities Act. The Company will not permit
any of its  affiliates  to resell  any Notes that have been  acquired  by any of
them.

                  (j) None of the Company,  its  affiliates or any person acting
on its or their  behalf  (other  than  the  Initial  Purchasers,  as to whom the
Company makes no  representation)  will engage in any directed  selling efforts,
and each of the Company and its affiliates and any person acting on its or their
behalf  (other than the  Initial  Purchasers,  as to whom the  Company  makes no
representation)  will  comply with the  offering  restrictions  requirements  of
Regulation  S.  Terms used in this  paragraph  have the  meanings  given them by
Regulation S.

                  (k)  The   Company   will  not,  so  long  as  the  Notes  are
outstanding,  be or become,  or be or become  owned by, an  open-end  investment
company, unit investment trust or face-amount  certificate company that is or is
required to be  registered  under Section 8 of the  Investment  Company Act, and
will not be or become, or be or become owned by, a closed-end investment company
required to be registered, but not registered thereunder.

                  (l) The Company will cooperate with the Initial Purchasers and
counsel for the Initial Purchasers to qualify the Notes and the shares of Common
Stock  issuable  upon  conversion  of the Notes for  offering and sale under the
applicable  securities laws of such states and other jurisdictions  (domestic or
foreign) as the Initial  Purchasers  may reasonably  designate,  and to maintain
such qualifications in effect for as long as is required to complete the sale of
the Notes and the sale of the shares of Common Stock issuable upon conversion of
the Notes; provided, however, that in connection therewith the Company shall not
be required to qualify as a foreign  corporation or to file a general consent to
service of process or to subject it to taxation in any jurisdiction  where it is
not so qualified or so subject.  In each jurisdiction in which the Notes or such
shares  of Common  Stock  issuable  upon  conversion  of the Notes  have been so
qualified,  the Company will file such statements and reports as may be required
in connection with the distribution of the Notes.

                  (m) The Company  agrees that no future  offer and sale of debt
securities  of the  Company  of any  class  will be made if,  as a result of the
doctrine of "integration" referred to in Rule 502 under the Securities Act, such
offer and sale  would  render  invalid  (for the  purpose of (i) the sale of the
Notes by the Company to the Initial Purchasers,  (ii) the resale of the Notes by
the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Notes
by such  Subsequent  Purchasers to others) the exemption  from the  registration
requirements  of the  Securities Act provided by Section 4(2) thereof or by Rule
144A.

                  (n) So long as any of the Notes or Common  Stock  issued  upon
the conversion of the Notes are  "restricted  securities"  within the meaning of
Rule 144(a)(3) under the Securities Act, the Company will,  during any period in
which it is not subject to and in  compliance  with  Sections 13 or 15(d) of the
Exchange Act,  provide to each holder of such restricted  securities and to each
prospective  purchaser  (as  designated  by  such  holder)  of  such  restricted
securities,  upon the  request  of such  holder or  prospective  purchaser,  any
information required to be provided by Rule 144A(d)(4) under the Securities Act.
This covenant is intended to be for the benefit of the holders (and  prospective
purchasers  designated  by such  holders)  from time to time of such  restricted
securities.

                  (o) The Company will use its reasonable best efforts to comply
with the  Registration  Rights  Agreement  and all  agreements  set forth in any
representation  letters of the Company to DTC  relating  to the  approval of the
Notes for "book- entry" transfers;

                  (p)  The  Company  will  not  take  any  action  prior  to the
execution and delivery of the Indenture which, if taken after such execution and
delivery, would have violated any of the covenants contained in the Indenture.

                  (q) The Company  will not take any action prior to the Closing
Date which in the  Company's  reasonable  judgment  would  require the  Offering
Memorandum to be amended or supplemented pursuant to Section 4(c) hereof.

                  (r) The  Company  will  maintain  a  transfer  agent  and,  if
necessary under the laws of the jurisdiction of incorporation of the Company,  a
registrar  (which may be the same entity as the  transfer  agent) for the Common
Stock.

                  (s) The Company will use its reasonable  efforts to permit the
Notes to be  designated as PORTAL  securities  in accordance  with the rules and
regulations  adopted by the National  Association  of Securities  Dealers,  Inc.
relating to the PORTAL market.

                  (t) The Company will cooperate with the Initial Purchasers and
use its reasonable efforts to permit the Shares to be eligible for clearance and
settlement through DTC.

         Section 5.        Payment of Expenses.

                  The Company  hereby agrees to pay all of the expenses and fees
incident  to the  performance  of its  obligations  under  this  Agreement,  the
Indenture  and the  Registration  Rights  Agreement,  including,  regardless  of
whether any sale of the Notes to the Initial Purchasers is consummated:  (i) the
fees and expenses of accountants and counsel for the Company; (ii) all costs and
expenses  incurred in connection  with the  preparation,  duplication,  printing
(including mailing and handling charges), and delivery to the Initial Purchasers
of each  Preliminary  Offering  Memorandum  and the Offering  Memorandum and any
amendments and  supplements  thereto;  (iii) all costs and expenses  incurred in
connection  with the  reproduction of this Agreement,  the  Registration  Rights
Agreement,  the  Indenture  and  such  other  documents  as may be  required  in
connection with the offering, purchase, sale and delivery of the Notes; (iv) the
printing,  issuance and delivery of the Notes; (v) costs and expenses of travel,
food and  lodging of  Company  personnel  in  connection  with the "road  show,"
information  meetings and presentations;  (vi) fees and expenses of the transfer
agent and  registrar;  (vii) fees and  expenses of the  Trustee,  including  the
Trustee's  counsel,  in connection with the Indenture and the Notes;  (viii) the
qualification  of the  Notes  and the  shares  of  Common  Stock  issuable  upon
conversion  of the Notes  under state  securities  laws in  accordance  with the
provisions of Section 4(l), including filing fees and the fees and disbursements
of counsel for the Initial Purchasers; (ix) any fees incurred in connection with
the designation of the Notes as PORTAL  securities in connection with the PORTAL
market and designation of the Underlying Stock for quotation on the Nasdaq Stock
Market (National  Market);  and (x) all other costs and expenses incident to the
performance of its obligations  hereunder which are not  specifically  otherwise
provided for in this  Section.  The  Underwriters  shall pay their own costs and
expenses,  including costs and expenses of their counsel,  any transfer taxes on
Notes which they may sell and expenses incident to their sale of Notes.

         Section 6.  Conditions  of the  Initial  Purchasers'  Obligations.  The
obligations  of the Initial  Purchasers  hereunder are subject to the continuing
accuracy of the  representations  and warranties of the Company herein as of the
date hereof and as of the Closing Date and each Option  Closing Date, if any, as
if they had been made on and as of the Closing Date or each Option Closing Date,
as the case may be; and the  performance by the Company on and as of the Closing
Date and each Option  Closing Date,  if any, of its  covenants  and  obligations
hereunder and to the following further conditions:

                  (a) The Initial  Purchasers shall not have advised the Company
that the Offering Memorandum,  or any supplement or amendment thereto,  contains
an untrue statement of fact which is material, or omits to state a fact which is
material  and is  required  to be stated  therein  or is  necessary  to make the
statements,  in light of the  circumstances  under  which  they were  made,  not
misleading.  No order suspending the sale of the Notes in any jurisdiction shall
have been issued on either the Closing Date or the relevant Option Closing Date,
if any, and no proceedings  for that purpose shall have been instituted or shall
be contemplated.

                  (b) At Closing Date,  and the Option Closing Date, if any, the
Initial  Purchasers shall have received the favorable opinion of Rogers & Hardin
LLP,  counsel to the Company,  dated the Closing Date,  addressed to the Initial
Purchasers and in form and substance reasonably  satisfactory to Morris, Manning
& Martin, L.L.P., counsel to the Initial Purchasers, to the effect that:

                           (i)   The Company is a corporation  validly  existing
and in good standing under the laws of the State of Delaware. Each Subsidiary is
a corporation  duly  organized  validly  existing and in good standing under the
laws of the state of its incorporation.

                           (ii)  Each of the  Company  and the  Subsidiaries has
the full corporate  power and corporate  authority to own, lease and operate its
business as described in the  Offering  Memorandum;  and each of the Company and
the  Subsidiaries is duly qualified to do business as a foreign  corporation and
is in good  standing in all  jurisdictions  in the United  States in which it is
required to be  qualified  and in which the  failure so to qualify  taken in the
aggregate  would have a material  adverse effect on the business,  operations or
financial condition of the Company.

                           (iii) The outstanding  shares of capital stock of the
Company and the Subsidiaries
have  been  duly and  validly  authorized  and  issued  and are  fully  paid and
non-assessable and free of preemptive rights.

                           (iv)  The  shares  of  Common  Stock   issuable  upon
conversion of the Notes (i) have been
duly authorized and validly reserved for issuance upon such conversion, and such
shares,  when issued and delivered upon such  conversion in the manner  provided
for by the Notes and in the Indenture,  will be validly  issued,  fully paid and
non-assessable;  and (ii) will conform to the description  thereof  contained in
the Offering Memorandum.

                           (v)      The  issuance  of the  Notes  and the shares
of Common  Stock  issuable  upon  conversion  of the Notes  are not  subject  to
preemptive or other similar rights that have not been waived.

                           (vi)     There is no  restriction  upon the voting or
transfer of any securities of the Company pursuant to the Company's  Certificate
of  Incorporation  or by-laws,  in each case as amended,  or in any agreement or
other  instrument of which such counsel has knowledge except as described in the
Offering Memorandum; and, to the best of such counsel's knowledge, no holders of
securities  of the Company  have rights to the  registration  thereof  except as
described in (i) the Registration Rights Agreement, dated March 27, 1997, by and
among the Company and Thomas R. Canham,  Brian A.  Schuchman  and John T. Simon,
and (ii) the Registration Rights Agreement,  dated August 25, 1997, by and among
the Company and Largo Holdings,  Ltd., Joseph W. Forbes,  Jr., James E. Bennett,
Moore Family Holdings,  Ltd., Paul G. Blaser,  Drew H. Davis,  Lewis L. Roberts,
Jr. and Robert E. Schwartz.

                           (vii)  This   Agreement,   the   Indenture   and  the
Registration Rights Agreement have been
duly  authorized by all necessary  corporate  action on the part of the Company,
and have been duly executed and delivered by the Company.

                           (viii)   Assuming  the  accuracy  of  the   Company's
representations and warranties set
forth in subparagraph (y) of Section 1, the accuracy of the Initial  Purchasers'
representations  and warranties set forth in subparagraph  (d) of Section 2, and
compliance  with the procedures  set forth in Section 7 hereof,  and in reliance
upon the  acknowledgments,  representations and agreements made, or deemed to be
made, by each purchaser of Notes as set forth in the Offering Memorandum,  it is
not  necessary in connection  with the offer,  sale and delivery of the Notes to
the Initial Purchasers or the initial offer, resale and delivery of the Notes by
the  Initial  Purchasers,  in  each  case  in the  manner  contemplated  by this
Agreement  and  the  Offering  Memorandum,  to  register  the  Notes  under  the
Securities  Act or to  qualify  the  Indenture  under  the  1939  Act,  it being
understood that no opinion is expressed as to any subsequent  resale of any such
Note.

                           (ix) The Notes,  the Common Stock  issuable  upon the
conversion of the Notes, the
Registration Rights Agreement and the Indenture conform in all material respects
to the description thereof contained in the Offering Memorandum, and the form of
certificate  used to evidence  the Common  Stock is in due and proper form under
Delaware law.

                           (x)      To the best of such counsel's knowledge, and
except as  disclosed  in the Offering  Memorandum,  there is no action,  suit or
proceeding at law or in equity or by or before any governmental  instrumentality
or other agency now pending or threatened against or affecting the Company which
would require disclosure in the Offering Memorandum.

                           (xi) The statements in the Offering  Memorandum under
the captions "Certain Federal
Income Tax Considerations," "Risk  Factors-Subordination," "Risk Factors-Absence
of Public  Market for the Notes;  Restrictions  on  Transferability,"  and "Risk
Factors-Limitations on Repurchase of Notes Upon Change in Control" to the extent
that they constitute a summary of the legal matters,  documents,  or proceedings
referred to therein,  fairly present the information  called for with respect to
such legal  matters,  documents and  proceedings.  To the best of such counsel's
knowledge,  there  are no  statutes  or  regulations  that  are  required  to be
described in the Offering Memorandum that are not described as required.

                           (xii) To the best of such counsel's knowledge,  there
are no material franchises,
contracts,  indentures,  mortgages, loan or credit agreements,  notes, leases or
other  instruments  required to be  described  or  referred  to in the  Offering
Memorandum, other than those described or referred to therein.

                           (xiii) To the best of such  counsel's  knowledge,  no
authorization, consent, approval
of or  qualification  with,  any  governmental  authority  is  required  for the
performance by the Company of its obligations  under this Agreement,  the Notes,
the  Indenture  or the  Registration  Rights  Agreement,  except  such as may be
required under state or other blue sky laws in connection  with the purchase and
distribution of the Notes (on which such counsel need not express an opinion) by
the Initial Purchasers.

                           (xiv) The Notes are in the form  contemplated  by the
Indenture, have been duly
authorized  by the Company and,  assuming that the Notes have been duly executed
and  authenticated  by the Trustee in the manner  described  in its  certificate
delivered  to you  today  (which  fact such  counsel  need not  determine  by an
inspection  of  the  Notes),   the  Notes  will  constitute  valid  and  binding
obligations of the Company,  enforceable  against the Company in accordance with
their terms,  except as the  enforcement  thereof may be limited by  bankruptcy,
insolvency  (including,  without  limitation,  all laws  relating to  fraudulent
transfers), reorganization,  moratorium or similar laws affecting enforcement of
creditors'  rights  generally  and except as  enforcement  thereof is subject to
general principals of equity (regardless of whether enforcement is considered in
a proceeding in equity or at laws),  and will be entitled to the benefits of the
Indenture.

                           (xv)     Assuming the  due  authorization,  execution
and delivery thereof by the Initial Purchasers, this Agreement is a legal, valid
and  binding  obligation  of the  Company  enforceable  against  the  Company in
accordance with its terms,  except (a) as the enforcement thereof may be limited
by bankruptcy,  insolvency (including,  without limitation, all laws relating to
fraudulent  transfers),  reorganizations,  moratorium or similar laws  affecting
enforcement of creditors' rights generally and except as enforcement  thereof is
subject to general  principles of equity  (regardless of whether  enforcement is
considered in a proceeding in equity or at laws) and (b) rights to indemnity and
contribution  thereunder may be limited by federal or state  securities  laws or
the policies underlying such laws.

                           (xvi) Assuming the due  authorization,  execution and
delivery thereof by the Initial
Purchasers,  the  Registration  Rights  Agreement is a legal,  valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms,  except (a) as the  enforcement  thereof  may be  limited by  bankruptcy,
insolvency  (including,  without  limitation,  all laws  relating to  fraudulent
transfers), reorganizations, moratorium or similar laws affecting enforcement of
creditors'  rights  generally  and except as  enforcement  thereof is subject to
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at laws) and (b) rights to indemnity and  contribution
thereunder  may be limited by federal or state  securities  laws or the policies
underlying such laws.

                           (xvii) Assuming the due authorization,  execution and
delivery thereof by the Trustee,
the  Indenture  is  a  legal,  valid  and  binding  obligation  of  the  Company
enforceable  against the  Company in  accordance  with its terms,  except to the
extent that the  enforcement  thereof may be limited by  bankruptcy,  insolvency
(including,  without  limitation,  all laws relating to  fraudulent  transfers),
reorganizations,  moratorium or similar laws affecting enforcement of creditors'
rights  generally  and  except as  enforcement  thereof  is  subject  to general
principles  of equity  (regardless  of whether  enforcement  is  considered in a
proceeding  in equity or at laws) and (b) rights to indemnity  and  contribution
thereunder  may be limited by federal or state  securities  laws or the policies
underlying such laws.

                           (xviii) The Company is not and will not become,  as a
result of the consummation of the
transactions contemplated by this Agreement, and application of the net proceeds
therefrom as described in the Offering Memorandum, an "investment company" or an
entity "controlled" by an "investment company," as such terms are defined in the
1940 Act.

         In rendering  such opinion,  such counsel may rely (i) as to matters of
law other than Georgia law, the  Delaware  General  Corporation  Law and federal
law,  upon the opinion or opinions of local  counsel to the extent  specified in
such opinion and (ii) as to matters of fact, to the extent they  reasonably deem
proper,  on certificates of public  officials and of officers of the Company and
its Subsidiaries as specified in such opinion.

                  (c) On or prior to the Closing  Date,  and the Option  Closing
Date, if any, the Initial Purchasers shall have received from Morris,  Manning &
Martin L.L.P., counsel for the Initial Purchasers, such opinion or opinions with
respect to the  validity  of the  Notes,  the  Underlying  Stock,  the  Offering
Memorandum and other related matters as the Initial Purchasers may request,  and
Morris,  Manning & Martin L.L.P. shall have received such papers and information
as they request to enable it to pass upon such matters.

                  (d)  Rogers & Hardin  LLP shall  state in the  opinion  letter
contemplated  by Section 6(b) that such counsel has  participated in conferences
with  officers  and  other  representatives  of  each  of the  Company  and  its
Subsidiaries and  representatives  of the independent public accountants for the
Company and its Subsidiaries and the Initial  Purchasers,  at which  conferences
the contents of the Offering Memorandum and related matters were discussed, and,
although   such  counsel  is  not  passing   upon,   and  does  not  assume  any
responsibility  for, the accuracy,  completeness  or fairness of the  statements
contained  in the  Offering  Memorandum  and have made no  independent  check or
verification  thereof, on the basis of the foregoing,  no facts have come to the
attention  of such  counsel  which has lead them to  believe  that the  Offering
Memorandum,  as of its date, contained an untrue statement of a material fact or
omitted to state a material fact  required to be stated  therein or necessary to
make the statements  therein not misleading,  in light of the  circumstances  in
which they were made, except that such counsel need express no opinion or belief
with  respect to the  financial  statements  and  related  notes,  the pro forma
financial  information  and other  financial,  statistical  or  accounting  data
included the Offering Memorandum or excluded therefrom.

                  (e) At the Closing Date and each Option  Closing Date, if any,
the Initial  Purchasers  shall have received a certificate of the Company signed
by the  principal  executive  officer  and  by  the  chief  financial  or  chief
accounting  officer  of the  Company,  in their  capacities  as such,  dated the
Closing Date, to the effect that each of such persons has carefully examined the
Offering Memorandum, this Agreement and the Indenture, and that:

                           (i)      the  representations  and  warranties of the
Company in this Agreement,  the Indenture and the Registration  Rights Agreement
are true and  correct,  as if made on and as of the Closing  Date or such Option
Closing  Date,  as the  case  may be,  and the  Company  has  complied  with all
agreements  and  covenants  and  satisfied  all  conditions  contained  in  this
Agreement, the Indenture and the Registration Rights Agreement on its part to be
performed or satisfied at or prior to the Closing Date;

                           (ii)     no stop order suspending  the  qualification
or exemption  from  qualification  of the Notes shall have been  issued,  and no
proceedings  for that purpose shall have been  commenced or, to the knowledge of
the Company, be contemplated;

                           (iii)  since  the date of the most  recent  financial
statements included in the
Offering Memorandum, there has been no material adverse change in the condition,
financial or otherwise,  results of operation or business of the Company and the
Subsidiaries, taken as a whole, except as set forth in the Offering Memorandum;

                           (iv)     none of the Offering  Memorandum or any such
amendment  or  supplement  includes any untrue  statement of a material  fact or
omits 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; and

                           (v)      subsequent   to the  respective  dates as of
which information is given in the Offering  Memorandum:  (a) neither the Company
nor its  Subsidiaries  has incurred up to and  including the Closing Date or the
Option  Closing Date,  as the case may be, other than in the ordinary  course of
its business,  any material  liabilities or  obligations,  direct or contingent,
except as disclosed in the Offering Memorandum;  (b) neither the Company nor its
Subsidiaries  has paid or declared any dividends or other  distributions  on its
capital stock; (c) neither the Company nor its Subsidiaries has entered into any
material  transactions  not  in the  ordinary  course  of  business,  except  as
disclosed in the Offering Memorandum; (d) there has not been any material change
in the capital stock; (e) neither the Company nor its Subsidiaries has sustained
any material  loss or damage to its property or assets,  whether or not insured;
and (f) there is no litigation which is pending or, to the best of the Company's
knowledge,  threatened  against the Company,  its Subsidiaries or any affiliated
party of any of the  foregoing  which would have a Material  Adverse  Effect and
which  is  required  to be set  forth in an  amended  or  supplemented  Offering
Memorandum which has not been set forth.

                  (f) On or before the date hereof the Initial  Purchasers shall
have received a letter, dated such date, addressed to the Initial Purchasers and
the Company in form and substance reasonably satisfactory in all respects to the
Initial  Purchasers and Morris,  Manning & Martin L.L.P.,  from Price Waterhouse
LLP containing  statements and  information of the type  ordinarily  included in
accountants'  "comfort  letters" to  underwriters  with respect to the financial
statements  and  certain  financial   information   contained  in  the  Offering
Memorandum, including the following:

                           (i)   confirming that they are independent  certified
public  accountants  with  respect  to the  Company  within  the  meaning of the
Securities Act and the Exchange Act and the applicable Rules and Regulations;

                           (ii)  stating  that  it is  their  opinion  that  the
consolidated financial statements of
the  Company  and  the  Subsidiaries  included  in the  Offering  Memorandum  or
incorporated  by reference  therein  comply as to form in all material  respects
with the applicable accounting requirements of the Securities Act; and

                           (iii) stating that they have compared specific dollar
amounts, numbers of shares,
percentages  of  revenues  and  earnings,   statements  and/or  other  financial
information  pertaining  to the  Company and the  Subsidiaries  set forth in the
Offering  Memorandum,  in each case to the extent  that such  amounts,  numbers,
percentages,  statements  and  information  may  be  derived  from  the  general
accounting   records,   including  work  sheets,   of  the  Company  and/or  the
Subsidiaries and excluding any questions  requiring an  interpretation  by legal
counsel,  with the results obtained from the application of specified  readings,
inquiries and other appropriate procedures (which procedures need not constitute
an examination in accordance  with generally  accepted  auditing  standards) set
forth in the letter and found them to be in agreement.

                  (g) At the Closing Date and each Option  Closing Date, if any,
the Initial  Purchasers  shall have received from Price Waterhouse LLP a letter,
dated as of the Closing Date or such Option Closing Date, as the case may be, to
the effect  that they  reaffirm  that  statements  made in the letter  furnished
pursuant to  subsection  (f) of this Section 6, except that the  specified  date
referred  to shall be a date not more  than five (5) days  prior to the  Closing
Date or such Option Closing Date, as the case may be, to the further effect that
they have carried out  procedures as specified in clause (iii) of subsection (f)
of this Section 6 with respect to certain  amounts,  percentages  and  financial
information  as specified by the Initial  Purchasers  and deemed to be a part of
the Offering  Memorandum and have found such amounts,  percentages and financial
information to be in agreement with the records specified in such clause (iii).

                  (h) At the Closing Date and each Option  Closing Date, if any,
Morris,  Manning & Martin L.L.P.  shall have been  furnished with such documents
and opinions as they may reasonably  require for the purpose of enabling them to
pass upon the issuance and sale of the Notes as herein  contemplated and related
proceedings,  or in order to evidence the accuracy of any of the representations
or warranties,  or the fulfillment of any of the conditions,  herein  contained;
and all  proceedings  taken by the Company in  connection  with the issuance and
sale of the Notes and with respect to the shares of Common Stock  issuable  upon
conversion of the Notes as herein contemplated shall be reasonably  satisfactory
in form and  substance to the Initial  Purchasers  and Morris,  Manning & Martin
L.L.P.

                  (i)  The  Notes  shall  have  been  approved  by the  National
Association of Securities Dealers, Inc. for trading in the PORTAL market.

                  (j) Trading in the Common Stock shall not have been  suspended
by the Nasdaq Stock Market (National Market) at any time on or after the date of
this Agreement.

                  (k) Subsequent to the execution and delivery of this Agreement
there shall not have  occurred any of the  following:  (i) trading in securities
generally on the New York Stock  Exchange,  the  American  Stock  Exchange,  the
Nasdaq Stock Market (National Market) or the over-the-counter  market shall have
been  suspended or limited,  or minimum  prices shall have been  established  on
either of such exchanges or such market by the  Commission,  by such exchange or
by any other regulatory body or governmental  authority having jurisdiction,  or
trading in securities of the Company on any exchange or in the over-the- counter
market shall have been suspended;  or (ii) any moratorium on commercial  banking
activities shall have been declared by Federal or New York State authorities; or
(iii) an outbreak or escalation of  hostilities  or a declaration  by the United
States of a  national  emergency  or war or such a  material  adverse  change in
general  economic,   political  or  financial   conditions  (or  the  effect  of
international  conditions on the financial markets in the United States shall be
such) as to make it, in the judgment of the Initial Purchasers, impracticable or
inadvisable  to proceed  with the  offering or the  delivery of the Notes on the
terms and in the manner contemplated in the Offering Memorandum.

                  (l) The Company and the Initial Purchasers shall have executed
and delivered the Registration Rights Agreement on the Closing Date.

                  (m) The Indenture  shall have been duly executed and delivered
by the Company and the Trustee,  and the Notes shall have been duly executed and
delivered by the Company and duly authenticated by the Trustee.

                  (n) If any event shall have occurred that requires the Company
under  Section 4(b) hereof to prepare an amendment or supplement to the Offering
Memorandum,  such amendment or supplement shall have been prepared,  the Initial
Purchasers  shall have been given a reasonable  opportunity to comment  thereon,
and copies thereof delivered to the Initial Purchasers.

                  (o) There shall not have  occurred  any  invalidation  of Rule
144A  under  the  Securities  Act by any  court or any  withdrawal  or  proposed
withdrawal of any rule or regulation  under the  Securities  Act or the Exchange
Act by the  Commission  or any  amendment or proposed  amendment  thereof by the
Commission  which in the  judgment of the Initial  Purchasers  would  materially
impair the ability of the Initial Purchasers to purchase, hold or effect resales
of the Notes as contemplated hereby.

         All opinions,  letters,  evidence and  certificates  mentioned above or
elsewhere  in this  Agreement  shall  be  deemed  to be in  compliance  with the
provisions hereof only if they are in form and substance reasonably satisfactory
to the Initial Purchasers.

         If any condition to the Initial Purchasers' obligations hereunder to be
fulfilled  prior to or at the Closing Date or the relevant  Option Closing Date,
as the case may be, is not so fulfilled,  the Initial  Purchasers  may terminate
this Agreement upon notice to the Company, and such termination shall be without
liability of any party to any other party or if the Initial Purchasers so elect,
they may waive any such  conditions  which have not been fulfilled or extend the
time for their fulfillment.

         Section 7.        Subsequent Offers and Resales of the Notes.

                  (a) Each of the  Initial  Purchasers  and the  Company  hereby
establishes  and agrees to observe the following  procedures in connection  with
the offer and sale by the Initial Purchasers of the Notes.

                           (i)      Offers  have  been and will be, and sales of
the Notes will be, made by the Initial  Purchasers  only to (i) persons  that it
reasonably  believes  to  be  "Qualified  Institutional  Buyers"  or  "QIBs"  in
transactions  that meet the  requirements for an exemption from the registration
requirements  of the  Securities  Act under  Rule  144A,  (ii)  persons  who are
"accredited investors" (as defined in Rule 501(a)(1),  (2), (3) or (7) under the
Securities   Act)  that  execute  and  deliver  a  letter   containing   certain
representations  and  agreements in the form attached as Annex A of the Offering
Memorandum,  and (iii)  persons who are not U.S.  Persons  within the meaning of
Regulation S under the Securities Act.

                           (ii) The Notes  have been and will be  offered by the
Initial Purchasers only by
approaching prospective Subsequent Purchasers on an individual basis. No general
solicitation or general  advertising within the meaning of Rule 502(c) under the
Securities Act will be used in connection  with the offering of the Notes.  Each
of the Initial  Purchasers  agrees with respect to resales made in reliance upon
Rule 144A,  other than through the PORTAL  Market of any of the Notes  purchased
from the Company  hereunder,  to deliver  either with the  confirmation  of such
resale or otherwise  prior to  settlement  of such resale a notice to the effect
that the resale of such Notes has been made in reliance upon the exemption  from
the registration requirements of the Securities Act provided by Rule 144A.

                           (iii) In connection with the original distribution of
the Notes, the Company agrees
that, prior to any offer or resale of the Notes by the Initial  Purchasers,  the
Initial  Purchasers  and their counsel  shall have the right to make  reasonable
inquiries  into the  business of the Company and its  Subsidiaries.  The Company
agrees to provide answers to each prospective  Subsequent Purchaser of Notes who
so requests  information  concerning  the Company and its  Subsidiaries  (to the
extent such  information  is available or can be acquired and made  available to
prospective  Subsequent Purchasers without unreasonable effort or expense and to
the extent the provision  thereof is not  prohibited by applicable  law) and the
terms and  conditions of the offering of the Notes,  as provided in the Offering
Memorandum.

                  (b) With respect to offers and sales outside the United States
in  reliance  on  Regulation  S, each  Initial  Purchaser  understands  that the
Securities have not been and will not be registered under the Securities Act and
have not and may not be offered or sold  within the United  States or to, or for
the account or benefit of, U.S.  persons except in accordance  with Regulation S
under the  Securities  Act or pursuant  to an  exemption  from the  registration
requirements of the Securities Act. Each Initial Purchaser represents and agrees
that,  except as  permitted  by this  Section  7(b) as set forth  below,  it has
offered  and sold  Notes  and will  offer  and sell  Notes  (i) as part of their
distribution  at any time and (ii) otherwise until forty days after the later of
the date upon which the offering of the Notes  commences  and the Closing  Time,
only in  accordance  with  Rule  903 of  Regulation  S or Rule  144A  under  the
Securities Act.  Accordingly,  neither the Initial Purchasers,  their affiliates
nor any  persons  acting on their  behalf  have  engaged  or will  engage in any
directed selling efforts with respect to the Notes, and the Initial  Purchasers,
their  affiliates  and any person  acting on their behalf have complied and will
comply with the offering restriction  requirements of Regulation S. Each Initial
Purchaser  agrees that,  at or prior to  confirmation  of a sale of Notes (other
than a sale  of  Notes  pursuant  to  Rule  144A),  it  will  have  sent to each
distributor,  dealer or person  receiving  a  selling  concession,  fee or other
remuneration  that  purchases  Notes from it or through it during the restricted
period a confirmation or notice to substantially the following effect:

                  "The securities  covered hereby have not been registered under
                  the  United  States  Securities  Act of 1933 (the  "Securities
                  Act") and may not be offered or sold within the United  States
                  or to or for the  account or benefit  of U.S.  persons  (i) as
                  part of their  distribution  at any  time  and (ii)  otherwise
                  until  forty  days  after the later of the date upon which the
                  offering of the securities  commenced and the date of closing,
                  except in either case in accordance  with Regulation S or Rule
                  144A  under the  Securities  Act.  Terms  used  above have the
                  meaning given to them by Regulation S."

Terms used in the above  paragraph have the meanings given to them by Regulation
S.

         Section 8.        Indemnification.

                  (a) The Company  agrees to indemnify  and hold  harmless  each
Initial  Purchaser (for purposes of this Section 8, "Initial  Purchasers"  shall
include the  officers,  directors,  partners,  employees  and  agents,  and each
person, if any, who controls the Initial Purchaser ("controlling person") within
the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange
Act,  from  and  against  any and  all  losses,  claims,  damages,  expenses  or
liabilities, joint or several (and actions, proceedings, suits and litigation in
respect  thereof),  whatsoever,  as the same are incurred,  to which the Initial
Purchaser  or  any  such  controlling  person  may  become  subject,  under  the
Securities  Act,  the  Exchange  Act or any other  statute  or at common  law or
otherwise insofar as such losses, claims, damages, expenses or liabilities arise
out of or are based upon (i) any untrue statement or alleged untrue statement of
a material  fact  contained  in the  Offering  Memorandum  (as from time to time
amended and supplemented) or (ii) the omission or alleged omission  therefrom of
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements therein in the light of the circumstances under which they were made,
not misleading;  provided,  however, that the Company shall not be liable in any
such case to the extent that any such loss, claim, damage,  expense or liability
arises out of or is based upon any untrue  statement or alleged untrue statement
or omission or alleged  omission  made in the  Offering  Memorandum  or any such
amendment  or  supplement  in  reliance  upon  and in  conformity  with  written
information  furnished  to the  Company by or  through  the  Initial  Purchasers
specifically for use in the preparation thereof; and provided, further, that the
foregoing  indemnity with respect to the Preliminary  Offering  Memorandum,  the
Offering  Memorandum or any  amendment or supplement  thereto shall not inure to
the benefit of any Initial  Purchaser (or any  controlling  person thereof) from
whom the person asserting any such loss,  claim,  damage or liability  purchased
Notes  which are the subject  thereof to the extent  that any such loss,  claim,
damage or liability (i) results from the fact that such Initial Purchaser failed
to send or give a copy of the Offering  Memorandum (as amended or  supplemented)
to such person at or prior to the confirmation of the sale of such Notes to such
person and (ii) arises out of or is based upon an untrue  statement  or omission
of a material fact  contained in the Offering  Memorandum  that was corrected in
any amendment or supplement thereto.  The parties acknowledge and agree that the
Initial  Purchaser's  Information  consists  solely of the last paragraph at the
bottom of the front  cover  page  concerning  the terms of the  offering  by the
Initial  Purchasers and the text under the caption "Plan of Distribution" in the
Offering  Memorandum.  The  indemnity  agreement  shall  be in  addition  to any
liability which the Initial Purchasers may have at common law or otherwise.

                  (b) Each  Initial  Purchaser  severally  and not jointly  will
indemnify  and hold  harmless the Company,  each of its  directors,  each of its
executive  officers,  each person,  if any, who controls the Company  within the
meaning  of  the  Securities  Act,  against  any  losses,   claims,  damages  or
liabilities to which the Company, or any such director,  officer, or controlling
person may become subject under the Securities Act or otherwise, insofar as such
losses,  claims,  damages or  liabilities  (or actions or proceedings in respect
thereof)  arise out of or are based  upon (i) any  untrue  statement  or alleged
untrue  statement of any material  fact  contained in the  Preliminary  Offering
Memorandum,  the Offering  Memorandum or any amendment or supplement thereto, or
(ii) the  omission or the  alleged  omission  to state  therein a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading  in the light of the  circumstances  under which they were made;  and
will reimburse any legal or other expenses  reasonably  incurred by the Company,
or any  such  director,  officer,  or  controlling  person  in  connection  with
investigating or defending any such loss, claim,  damage,  liability,  action or
proceeding;  provided,  however,  that each Initial  Purchaser will be liable in
each case to the extent,  but only to the extent,  that such untrue statement or
alleged  untrue  statement or omission or alleged  omission has been made in the
Preliminary  Offering  Memorandum,  the Offering Memorandum or such amendment or
supplement,  in  reliance  upon  and  in  conformity  with  written  information
furnished to the Company by or through the Initial  Purchasers  specifically for
use in the  preparation  thereof;  and provided,  further,  that the immediately
preceding proviso shall not be applicable if the person asserting any such loss,
claim,  damage or liability  purchased  Notes from such Initial  Purchaser and a
copy of the Offering  Memorandum (as then amended or supplemented if the Company
shall have  furnished  any  amendments or  supplements  thereto) was not sent or
given by or on behalf of such Initial  Purchaser to such person,  at or prior to
the written  confirmation  of the sale of the Notes to such  person,  and if the
Offering  Memorandum (as so amended or supplemented) would have cured the defect
giving rise to such loss, claim,  damage or liability.  The parties  acknowledge
and agree that the Initial Purchaser's  Information  consists solely of the last
paragraph  at the  bottom of the front  cover page  concerning  the terms of the
offering  by the  Initial  Purchasers  and the text under the  caption  "Plan of
Distribution" in the Offering  Memorandum.  This indemnity  agreement will be in
addition to any liability which such Initial Purchaser may otherwise have.

                  (c)  In  case  any  proceeding   (including  any  governmental
investigation)  shall be  instituted  involving  any  person in respect of which
indemnity  may  be  sought   pursuant  to  this  Section  8,  such  person  (the
"indemnified  party")  shall  promptly  notify  the  person  against  whom  such
indemnity   may  be  sought   (the   "indemnifying   party")  in   writing.   No
indemnification  provided  for in Section  8(a) or (b) shall be available to any
party who shall fail to give  notice as  provided  in this  Section  8(c) if the
party to whom notice was not given was unaware of the  proceeding  to which such
notice would have related and was  materially  prejudiced by the failure to give
such  notice,  but the  failure  to give  such  notice  shall  not  relieve  the
indemnifying  party or parties from any  liability  which it or they may have to
the  indemnified  party for  contribution  or  otherwise  than on account of the
provisions of Section 8(a) or (b). In case any such proceeding  shall be brought
against any indemnified party and it shall notify the indemnifying  party of the
commencement  thereof,  the indemnifying  party shall be entitled to participate
therein  and,  to the  extent  that  it  shall  wish,  jointly  with  any  other
indemnifying  party  similarly  notified,  to assume the defense  thereof,  with
counsel  satisfactory  to such  indemnified  party and shall pay as incurred the
fees and  disbursements of such counsel related to such proceeding.  In any such
proceeding, any indemnified party shall have the right to retain its own counsel
at its own expense.  Notwithstanding the foregoing, the indemnifying party shall
pay as incurred (or within 30 days of presentation) the fees and expenses of the
counsel  retained  by the  indemnified  party in the event (i) the  indemnifying
party and the  indemnified  party shall have mutually agreed to the retention of
such counsel or (ii) the named  parties to any such  proceeding  (including  any
impleaded parties) include both the indemnifying party and the indemnified party
and  representation  of both parties by the same counsel would be  inappropriate
due to  actual  or  potential  differing  interests  between  them or (iii)  the
indemnifying  party shall have  failed to assume the defense and employ  counsel
acceptable  to the  indemnified  party within a reasonable  period of time after
notice of  commencement of the action.  It is understood  that the  indemnifying
party shall not, in connection with any proceeding or related proceedings in the
same  jurisdiction,  be liable for the reasonable fees and expenses of more than
one  separate  firm  for all  such  indemnified  parties.  Such  firm  shall  be
designated  in  writing by you in the case of parties  indemnified  pursuant  to
Section 8(a) and by the Company in the case of parties  indemnified  pursuant to
Section 8(b). The  indemnifying  party shall not be liable for any settlement of
any  proceeding  effected  without its written  consent but if settled with such
consent or if there be a final  judgment  for the  plaintiff,  the  indemnifying
party agrees to  indemnify  the  indemnified  party from and against any loss or
liability  by  reason  of  such  settlement  or  judgment.   In  addition,   the
indemnifying   party  will  not,  without  the  prior  written  consent  of  the
indemnified party,  settle or compromise or consent to the entry of any judgment
in  any  pending  or   threatened   claim,   action  or   proceeding   of  which
indemnification may be sought hereunder (whether or not any indemnified party is
an actual or potential  party to such claim,  action or proceeding)  unless such
settlement,  compromise  or consent  includes an  unconditional  release of each
indemnified  party  from all  liability  arising  out of such  claim,  action or
proceeding.

                  (d) If the  indemnification  provided for in this Section 8 is
unavailable  to or  insufficient  to hold  harmless an  indemnified  party under
Section 8(a) or (b) in respect of any losses, claims, damages or liabilities (or
actions or  proceedings  in respect  thereof)  referred  to  therein,  then each
indemnifying  party  shall  contribute  to the  amount  paid or  payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions or proceedings in respect  thereof) in such proportion as is appropriate
to reflect the relative benefits received by the Company on the one hand and the
Initial Purchasers on the other from the offering of the Notes. If, however, the
allocation  provided by the immediately  preceding  sentence is not permitted by
applicable  law, then each  indemnifying  party shall  contribute to such amount
paid or payable by such  indemnified  party in such proportion as is appropriate
to reflect not only such  relative  benefits but also the relative  fault of the
Company on the one hand and the Initial  Purchasers  on the other in  connection
with the statements or omissions which resulted in such losses,  claims, damages
or liabilities,  (or actions or proceedings in respect thereof),  as well as any
other relevant equitable  considerations.  The relative benefits received by the
Company on the one hand and the Initial  Purchasers on the other shall be deemed
to be in the same proportion as the total net proceeds from the offering (before
deducting  expenses)  received  by the  Company  bear to the  total  commissions
received  by the  Initial  Purchasers,  in each case as set forth in the Plan of
Distribution  section of the Offering  Memorandum.  The relative  fault shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to  information  supplied by the Company on the one hand
or the  Initial  Purchasers  on the  other  and the  parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.

        The Company and the Initial  Purchasers  agree that it would not be just
and equitable if contributions  pursuant to this Section 8(d) were determined by
pro rata allocation  (even if the Initial  Purchasers were treated as one entity
for such  purpose)  or by any other  method of  allocation  which  does not take
account of the equitable  considerations referred to above in this Section 8(d).
The amount  paid or payable by an  indemnified  party as a result of the losses,
claims,  damages or liabilities  (or actions or proceedings in respect  thereof)
referred to above in this  Section  8(d) shall be deemed to include any legal or
other expenses  reasonably incurred by such indemnified party in connection with
investigating  or  defending  any such  action  or  claim.  Notwithstanding  the
provisions of this subsection (d), (i) no Initial Purchaser shall be required to
contribute  any  amount  in excess of the  commissions  applicable  to the Notes
purchased by such Initial  Purchaser,  and (ii) no person  guilty of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent  misrepresentation.  The  Initial  Purchasers'  obligations  in  this
Section  8(d) to  contribute  are  several  in  proportion  to their  respective
obligations as Initial Purchasers and not joint.

                  (e) In any  proceeding  relating to the  Preliminary  Offering
Memorandum, the Offering Memorandum or any supplement or amendment thereto, each
party  against  whom  contribution  may be sought  under  this  Section 8 hereby
consents to the jurisdiction of any court already having  jurisdiction  over the
Company.

                  (f) Any losses, claims,  damages,  liabilities or expenses for
which an indemnified party is entitled to  indemnification or contribution under
this Section 8 shall be paid by the indemnifying  party to the indemnified party
as such losses,  claims,  damages,  liabilities  or expenses are  incurred.  The
indemnity  and  contribution  agreements  contained  in this  Section  8 and the
representations  and warranties of the Company set forth in this Agreement shall
remain  operative  and  in  full  force  and  effect,   regardless  of  (i)  any
investigation  made by or on  behalf  of any  Initial  Purchaser  or any  person
controlling  any Initial  Purchaser,  the  Company,  its  directors or executive
officers or any persons  controlling  the Company,  (ii) acceptance of any Notes
and payment therefor hereunder,  and (iii) any termination of this Agreement.  A
successor to any Initial Purchaser,  to the Company,  its directors or executive
officers,  or any person  controlling  the  Company,  shall be  entitled  to the
benefits of the indemnity,  contribution and reimbursement  agreements contained
in this Section 8.

         Section 9.  Representations  and  Agreements to Survive  Delivery.  All
representations,  warranties  and  agreements  contained  in this  Agreement  or
contained in certificates of officers of the Company  submitted  pursuant hereto
shall be deemed to be representations,  warranties and agreements at the Closing
Date and each Option Closing Date, as the case may be, and the agreements of the
Company and the provisions with respect to the payment of expenses  contained in
Sections 5 and 10 and the respective indemnity agreements contained in Section 8
hereof shall remain  operative  and in full force and effect  regardless  of any
investigation made by or on behalf of the Initial Purchasers,  the Company,  its
Subsidiaries or any controlling  person,  and shall survive  termination of this
Agreement or the issuance and delivery of the Notes to the Initial Purchasers.

         Section 10.       Termination.

                  (a) Subject to subsection  (b) of this Section 10, the Initial
Purchasers  shall have the right to terminate this  Agreement,  by notice to the
Company,  at any time at or prior to the  Closing  Date (i) if any  domestic  or
international  event  or act or  occurrence  has  disrupted,  or in the  Initial
Purchasers'  opinion will in the immediate future disrupt the financial markets;
(ii)  if the  United  States  shall  have  become  involved  in a war  or  major
hostilities,  or there shall have been an escalation in an existing war or major
hostilities,  or a national  emergency  shall have been  declared  in the United
States;  (iii) if the Company or its  Subsidiaries  shall have  sustained a loss
material or  substantial  to the  Company or its  Subsidiaries  by fire,  flood,
accident, hurricane,  earthquake, theft, sabotage or other calamity or malicious
act  which,  whether  or not such loss shall  have been  insured,  will,  in the
Initial Purchasers' opinion, make it inadvisable to proceed with the delivery of
the Notes;  or (iv) if there shall have been such a material  adverse  change in
the general  market,  political or economic  conditions  in the United States or
elsewhere, as in the Initial Purchasers' judgment,  would make it inadvisable to
proceed with the offering, sale and/or delivery of the Notes.

                  (b) If this Agreement is terminated by the Initial  Purchasers
in accordance with the provisions of Section 10(a),  such  termination  shall be
without liability of any party to any other party provided that Sections 1 and 8
hereof shall survive such termination and remain in full force and effect.

         Section 11.  Default by the Company.  If the Company  shall fail at the
Closing Date or any Option Closing Date, as applicable,  to sell and deliver the
number of Notes which it is obligated to sell hereunder on such date,  then this
Agreement  shall  terminate (or, if such default shall occur with respect to any
Option Notes to be purchased on an Option Closing Date,  the Initial  Purchasers
may, at their  option,  by notice from the Initial  Purchasers  to the  Company,
terminate the Initial  Purchasers'  obligation to purchase Option Notes from the
Company on such date)  without any  liability on the part of any  non-defaulting
party  other than  pursuant to Section 5,  Section 8 and  Section 10 hereof.  No
action  taken  pursuant  to this  Section  11 shall  relieve  the  Company  from
liability, if any, in respect of such default.

         Section  12.  Default  by  Initial  Purchasers.  If one of the  Initial
Purchasers  shall fail at the  Closing  Date to  purchase  the Notes which it is
obligated to purchase  under this Agreement (the  "Defaulted  Securities"),  the
non-defaulting  Initial  Purchaser shall have the right, but not the obligation,
within 24 hours  thereafter,  to  purchase  all,  but not less than all,  of the
Defaulted  Securities  in such  amounts as may be agreed upon and upon the terms
herein set forth; if, however,  the  non-defaulting  Initial Purchaser shall not
have completed such arrangements within such 24-hour period, then this Agreement
shall  terminate  without  liability on the part of any  non-defaulting  Initial
Purchaser.

         No action pursuant to this Section shall relieve any defaulting Initial
Purchaser from liability in respect of its default.

         In the event of any such default which does not result in a termination
of this Agreement,  either the  non-defaulting  Initial Purchaser or the Company
shall have the right to  postpone  the Closing  Date for a period not  exceeding
seven  (7)  days in  order  to  effect  any  required  changes  in the  Offering
Memorandum or in any other documents or arrangements.  As used herein,  the term
"Initial  Purchaser"  includes any person  substituted for an Initial  Purchaser
under this Section 12.

         Section 13.       Notices.  All  notices  and communications hereunder,
except as herein otherwise specifically provided,  shall be given in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of  telecommunication.  Notices to the Initial Purchasers shall be directed
to them c/o BT Alex. Brown  Incorporated,  1 South Street,  Baltimore,  Maryland
21202,  Attention:  General  Counsel,  with a copy to Morris,  Manning & Martin,
L.L.P.,  Attention:  Grant W.  Collingsworth.  Notices to the  Company  shall be
directed  to the Company at 945 East Paces  Ferry  Road,  Suite  2240,  Atlanta,
Georgia  30326,  Attention:  Mr.  Steven A. Odom,  Chairman and Chief  Executive
Officer, with a copy to Rogers & Hardin LLP, Attention: Steven E. Fox, Esq.

         Section 14.  Parties.  This Agreement shall inure to the benefit of and
shall  be  binding  upon  the  Initial  Purchasers  and the  Company  and  their
respective  successors.  Nothing  expressed or  mentioned  in this  Agreement is
intended or shall be construed to give any person,  firm or  corporation,  other
than the  parties  hereto  and  their  respective  successors,  heirs  and legal
representatives, and the controlling persons and officers and directors referred
to in Sections 8 and 9 and their heirs and legal  representatives,  any legal or
equitable  right,  remedy or claim under or in respect of this  Agreement or any
provision  herein  contained.  This  Agreement and all conditions and provisions
hereof is  intended  to be for the sole and  exclusive  benefit  of the  Initial
Purchasers and the Company and their respective successors, and said controlling
persons and officers and  directors  and their heirs and legal  representatives,
and for the benefit of no other  person,  firm or  corporation.  No purchaser of
Notes from the Initial  Purchasers  shall be deemed to be a successor  by reason
merely of such purchase.

         Section 15.       Governing  Law  and  Time.  THIS  AGREEMENT  SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE  WITH THE LAWS OF THE STATE
OF MARYLAND. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME UNLESS OTHERWISE
SPECIFIED.

         Section 16. Entire Agreement;  Amendments.  This Agreement  constitutes
the entire  agreement of the parties  hereto and supersedes all prior written or
oral agreements,  understandings  and  negotiations  with respect to the subject
matter  hereof.  This Agreement may not be amended except in a writing signed by
the Initial Purchasers and the Company.

         If the  foregoing  is in  accordance  with  your  understanding  of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument,  along with all  counterparts,  will become a binding agreement
among the Initial Purchasers and the Company in accordance with its terms.

                                              Very truly yours,

                                              WORLD ACCESS, INC.


                                              By:     /s/ Steven A. Odom
                                                      -----------------------
                                              Name:   Steven A. Odom
                                              Title:  Chairman and Chief 
                                                      Executive Officer

Confirmed and accepted as of the date first above written.

BT ALEX. BROWN INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED

By:      BT ALEX. BROWN INCORPORATED


         By:      /s/ Alexander Daignault
                  Authorized Signatory


<PAGE>


                                   SCHEDULE A

Initial Purchasers                       Purchase Price        Principal Amount

BT Alex. Brown Incorporated              $48,500,000.00         $ 50,000,000.00

Prudential Securities Incorporated       $48,500,000.00         $ 50,000,000.00
                                         --------------         ---------------
         Total                           $97,000,000.00         $100,000,000.00
                                         ==============         ===============




<PAGE>

Exhibit 10.2 
                                      

                          REGISTRATION RIGHTS AGREEMENT


         This  REGISTRATION  RIGHTS  AGREEMENT  (the  "Agreement")  is made  and
entered into as of October 1, 1997, by and among World Access,  Inc., a Delaware
corporation  (the  "Company"),   BT  Alex.  Brown  Incorporated  and  Prudential
Securities Incorporated (collectively, the "Initial Purchasers") pursuant to the
Purchase  Agreement  dated as of September 26, 1997 (the "Purchase  Agreement"),
between the Company and the Initial  Purchasers.  In order to induce the Initial
Purchasers  to enter into the  Purchase  Agreement,  the  Company  has agreed to
provide the  registration  rights set forth in this Agreement.  The execution of
this Agreement is a condition to the closing under the Purchase Agreement.

         The Company agrees with the Initial  Purchasers,  (i) for their benefit
as Initial  Purchasers and (ii) for the benefit of the holders from time to time
of the Notes  (including  the Initial  Purchasers)  and the holders from time to
time of the  Common  Stock  issued  upon  conversion  of the Notes  (each of the
foregoing a "Holder" and together the "Holders"), as follows:

         1. Definitions.  Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase  Agreement.  As used in
this Agreement, the following terms shall have the following meanings:

                  Affiliate: With respect to any specified Person, (i) any other
Person  directly or indirectly  controlling or controlled by, or under direct or
indirect  common  control  with,  such  specified  Person or (ii) any officer or
director  of such  other  Person.  For  purposes  of this  definition,  the term
"control" of a Person  means the  possession,  direct or indirect,  of the power
(whether or not  exercised) to direct or cause the  direction of the  management
and policies of such Person, whether through the ownership of voting securities,
by contract,  or otherwise,  and the terms  "controlling,"  "controlled by," and
"under  direct or  indirect  common  control  with"  have  meanings  correlative
thereto.

                  Business Day: Each Monday,  Tuesday,  Wednesday,  Thursday and
Friday that is not a day on which banking  institutions  in the City of New York
are authorized or obligated by law or executive order to close.

                  Common Stock:  The shares of common stock,  $.01 par value, of
the  Company  and any other  shares of common  stock as may  constitute  "Common
Stock" for purposes of the  Indenture,  in each case, as issuable or issued upon
conversion of the Notes.

                 Damages Accrual Period:  See Section 2(d) hereof.

                  Damages  Payment  Date:  Each  of  the  semi-annual   interest
payment  dates  provided  in  the Indenture, whether or not  Liquidated  Damages
are payable on such date.

                  Effectiveness  Period:  The  period  commencing  with the date
hereof and ending on the  earlier of the date that is two years after the latest
date of  original  issuance  of the  Notes  and the date  that  all  Registrable
Securities have ceased to be Registrable Securities.

                  Effectiveness Target Date:  See Section 2(a) hereof.

                  Event:  See Section 2(d) hereof.

                  Event Date:  See Section 2(d) hereof.

                  Exchange  Act: The Securities Exchange Act of 1934,as amended,
and the rules and  regulations of the SEC promulgated thereunder.

                  Filing Date:  See Section 2(a) hereof.

                  Holder:  See the second paragraph of this Agreement.

                  Indemnified Party:  See Section 5(c) hereof.

                  Indemnifying Party:  See Section 5(c) hereof.

                  Indenture: The Indenture, dated as of October 1, 1997, between
the Company and First Union  National  Bank,  as trustee,  pursuant to which the
Notes  are  being  issued,  as  amended  or  supplemented  from  time to time in
accordance with the terms thereof.

                  Initial Purchasers: See the first paragraph of this Agreement.

                  Initial Shelf Registration:  See Section 2(a) hereof.

                  Liquidated Damages:  See Section 2(d) hereof.

                  Losses:  See Section 5(a) hereof.

                  Majority  of  Registrable  Securities:  A majority of the then
outstanding aggregate principal amount of Registrable  Securities.  For purposes
of this  calculation,  Registrable  Securities  which have been  converted  into
shares of Common  Stock  shall be deemed to bear the  principal  amount at which
such Registrable Securities were converted.

                  Managing  Underwriters:  The  investment banking firm or firms
that shall manage or co-manage an Underwritten Offering.

                  Notes:  The 4.5%  Convertible  Subordinated  Notes due 2002 of
the Company  being issued and sold pursuant to the  Purchase  Agreement  and the
Indenture.

                  Person: Any natural person, corporation, partnership,  limited
liability  partnership,  limited liability company, trust or other legal entity.

                  Prospectus:   The  prospectus  included  in  any  Registration
Statement   (including,   without   limitation,   a  prospectus  that  discloses
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities  Act),  as amended or  supplemented  by any  amendment or  prospectus
supplement,  including post-effective  amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

                 Purchase Agreement:  See the first paragraph of this Agreement.

                  Record  Holder:  (i) with respect to any Damages  Payment Date
relating to the Notes,  each Person who is a registered  holder of such Notes on
the record date with respect to the interest payment date under the Indenture on
which such Damages Payment Date shall occur and (ii) with respect to any Damages
Payment  Date  relating to the Common  Stock,  each  Person who is a  registered
holder of such Common Stock 15 days prior to such Damages Payment Date.

                  Registrable  Securities:  Each  Note and each  share of Common
Stock into which the Notes are  convertible or converted upon original  issuance
thereof,  and at all times subsequent thereto,  and any Common Stock issued with
respect thereto upon any stock dividend,  split or similar event,  until, in the
case of any such Note or share of Common Stock, (i) it is effectively registered
under the  Securities  Act and disposed of in accordance  with the  Registration
Statement covering it, (ii) it is salable by the holder thereof pursuant to Rule
144(k) or (iii) it is sold to the public  pursuant to Rule 144, and, as a result
of an  event or  circumstance  described  in any of the  foregoing  clauses  (i)
through (iii), the legends with respect to transfer  restrictions required under
the Indenture  (other than any such legends  required solely as the consequences
of the fact that the  Registrable  Securities  are owned by, or were  previously
owned by, the Company or an  Affiliate  of the Company) are removed or removable
in accordance with the terms of the Indenture.

                  Registration Expenses:  See Section 5 hereof.

                 Registration  Statement:  Any  registration  statement  of  the
Company  which  covers  any  of  the  Registrable  Securities  pursuant  to  the
provisions  of  this  Agreement,   including  the  Prospectus,   amendments  and
supplements to such registration statement, including post-effective amendments,
all  exhibits  and all  material  incorporated  by  reference  or  deemed  to be
incorporated by reference in such registration statement.

                  Rule 144: Rule 144 under the Securities  Act, as such Rule may
be  amended  from time to time,  or any  similar  rule or  regulation  hereafter
adopted by the SEC.

                  Rule 144A:  Rule 144A under the  Securities  Act, as such Rule
may be amended from time to time,  or any similar rule or  regulation  hereafter
adopted by the SEC.

                  SEC:  The Securities and Exchange Commission.

                  Securities  Act: The  Securities  Act of 1933, as amended, and
the rules and  regulations of the SEC promulgated thereunder.

                  Selling  Expenses:   All   underwriting    discounts,  selling
commissions  and stock transfer taxes applicable to the Registrable Securities.

                  Selling Holder:   A   Holder  offering  to  sell   Registrable
Securities.

                  Shelf Registration:  See Section 2(a) hereof.

                  Special Counsel:  Morris,  Manning & Martin,  L.L.P.,  or such
other  successor  counsel as shall be  specified by the Holders of a Majority of
Registrable  Securities,  the fees  and  expenses  of which  will be paid by the
Company pursuant to Section 5 hereof.

                  Subsequent Shelf Registration:  See Section 2(b) hereof.

                  Suspension Period:  See Section 2(c).

                  TIA:  The Trust Indenture Act of 1939, as amended.

                  Trustee: The Trustee under the Indenture.

                  Underwritten   Registration   or   Underwritten   Offering:  A
registration  in which the Registrable Securities are sold by Holders thereof to
an underwriter for reoffering to the public.

         2.       Shelf Registration.

                  (a) The Company  shall  prepare and file with the SEC, as soon
as  practicable  but in any event on or prior to the date 90 days  following the
latest  date  of  original   issuance  of  the  Notes  (the  "Filing  Date"),  a
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415 of the  Securities  Act (a  "Shelf  Registration")  registering  the
resale  from  time to  time by the  Holders  thereof  of all of the  Registrable
Securities (the "Initial Shelf  Registration").  The Initial Shelf  Registration
shall  be  on  an  appropriate  SEC   Registration   Statement  form  permitting
registration  of such  Registrable  Securities for resale by such Holders in the
manner or manners designated by them (including, without limitation, one or more
Underwritten  Offerings).  The Company  shall use its best  efforts to cause the
Initial Shelf  Registration to be declared effective under the Securities Act as
soon as practicable  but in any event on or prior to the date 120 days following
the Filing Date (the "Effectiveness  Target Date"), and shall use its reasonable
efforts to keep the Initial Shelf Registration  continuously effective under the
Securities Act,  subject to the provisions of Section 2(c), until the earlier of
the  expiration  of the  Effectiveness  Period  or the date a  Subsequent  Shelf
Registration  (as defined below) covering all of the Registrable  Securities has
been declared  effective under the Securities  Act.  Subject to the right of the
Company to have the Initial Shelf  Registration  not be effective,  or not to be
updated, amended or supplemented, for periods of time set forth in Section 2(c),
the Company  further  agrees to use its best efforts to prevent the happening of
any event that would cause the Initial Shelf  Registration to contain a material
misstatement  or  omission or to be not  effective  and usable for resale of the
Registrable Securities during the Effective Period.

                  (b) If the Initial Shelf  Registration or any subsequent Shelf
Registration  ceases to be effective  for any reason as a result of the issuance
of a stop order by the SEC at any time  during  the  Effectiveness  Period,  the
Company shall use its best efforts to obtain the prompt  withdrawal of any order
suspending the effectiveness  thereof,  and in any event shall within 30 days of
such  cessation  of  effectiveness  amend  the  Shelf  Registration  in a manner
reasonably  expected  to  obtain  the  withdrawal  of the order  suspending  the
effectiveness  thereof, or file an additional Shelf Registration covering all of
the Registrable Securities (a "Subsequent Shelf Registration").  If a Subsequent
Shelf Registration is filed, the Company shall use its best efforts to cause the
Subsequent  Shelf  Registration to be declared  effective as soon as practicable
after such filing and to keep such Registration Statement continuously effective
until the end of the Effectiveness Period.

                  (c) In the event (A) of the happening of any event of the kind
described in Section 3(c)(ii),  3(c)(iii),  3(c)(iv), 3(c)(v) or 3(c)(vi) hereof
or (B) that,  in the good  faith-judgment  of the  Company,  it is  advisable to
suspend the use of the Prospectus  for a discrete  period of time due to pending
material  corporate  developments  or similar  material events that have not yet
been publicly  disclosed and as to which the Company believes public  disclosure
will be prejudicial  to the Company,  the Company shall deliver a certificate in
writing,  signed by an  authorized  executive  officer  of the  Company,  to the
Special Counsel, the Initial Purchasers and the Managing  Underwriters,  if any,
to the effect of the foregoing and thereafter the use of the Prospectus shall be
suspended,  and the Company,  subject to the terms of this Section  2(c),  shall
thereafter  not be required to maintain  the  effectiveness  or update the Shelf
Registration.  The Company  will use its best  efforts to ensure that the use of
the Prospectus may be resumed as soon as practicable,  in the case of suspension
under  Section  2(c)(A),  and,  in the case of a  pending  development  or event
referred to in Section 2(c)(B) hereof, as soon as, in the good faith-judgment of
the Company, public disclosure of such material corporate development or similar
material  event  would  not  have a  material  adverse  effect  on the  Company.
Notwithstanding the foregoing,  the Company shall not under any circumstances be
entitled to exercise its right under this Section 2(c) to suspend the use of the
Prospectus  (whether as a result of events referred to in Section 2(c)(A) hereof
or as a result  of the  pending  development  or event  referred  to in  Section
2(c)(B)  hereof) more than one (1) time in any three (3) month  period,  and the
periods in which the use of the Prospectus is suspended shall not exceed 15 days
in any three-month period (a "Suspension Period").

                  (d) The parties  hereto agree that the Holders of  Registrable
Securities will suffer  damages,  and that it would not be feasible to ascertain
the extent of such damages with precision, if (i) the Initial Shelf Registration
has not been  filed  on or prior to the  Filing  Date,  (ii) the  Initial  Shelf
Registration has not been declared  effective by the Effectiveness  Target Date,
(iii) prior to the end of the Effectiveness  Period, the SEC shall have issued a
stop order suspending the effectiveness of the Shelf Registration or proceedings
have been initiated with respect to the Shelf Registration under Section 8(d) or
8(e)  of the  Securities  Act,  (iv)  the  aggregate  number  of days in any one
Suspension  Period exceeds the period permitted  pursuant to Section 2(c) hereof
or (v) the number of Suspension Periods exceeds the number permitted pursuant to
Section  2(c)  hereof  (each of the  events  of a type  described  in any of the
foregoing  clauses  (i) through  (v) are  individually  referred to herein as an
"Event," and the Filing Date in the case of clause (i), the Effectiveness Target
Date in the case of  clause  (ii),  the date on which the  effectiveness  of the
Shelf  Registration  has been suspended or proceedings with respect to the Shelf
Registration  under  Section  8(d) or  8(e)  of the  Securities  Act  have  been
commenced  in the case of  clause  (iii),  the date on which the  duration  of a
Suspension  Period  exceeds the period  permitted  by Section 2(c) hereof in the
case of clause (iv),  and the date of the  commencement  of a Suspension  Period
that causes the limit on the number of  Suspension  Periods  under  Section 2(c)
hereof to be exceeded in the case of clause (v),  being referred to herein as an
"Event Date").

         Notwithstanding  the foregoing,  the parties hereto agree that an Event
shall be deemed not to have  occurred to the extent  that the direct,  proximate
cause of said Event was the act or failure  to act of one or more  Holders,  the
Initial  Purchasers  or the Managing  Underwriters.  An Event shall be deemed to
continue  until the date of the  termination  of such Event,  which shall be the
following  dates with respect to the  respective  types of Events:  the date the
Initial  Registration  Statement  is  filed  in the case of an Event of the type
described in clause (i),  the date the Initial  Shelf  Registration  is declared
effective in the case of an Event of the described in clause (ii), the date that
all stop orders  suspending  effectiveness of the Shelf  Registration  have been
removed and the  proceedings  initiated  with respect to the Shelf  Registration
under Section 8(d) or 8(e) of the  Securities Act have  terminated,  as the case
may  be,  in the  case  of  Events  of the  types  described  in  clause  (iii),
termination of the Suspension  Period which caused the aggregate  number of days
in any one Suspension  Period to exceed the number  permitted by Section 2(c) to
be exceeded in the case of Events of the types  described  in clause  (iv),  and
termination  of the Suspension  Periods,  the  commencement  of which caused the
number of  Suspension  Periods  permitted  by Section 2(d) to be exceeded in the
case of Events of the types described in clause (v).

         Accordingly,  upon the  occurrence  of any Event and until such time as
there are no Events which have occurred and are continuing (a "'Damages  Accrual
Period"),  commencing  on the Event Date on which such  Damages  Accrual  Period
began, the Company agrees to pay, as liquidated  damages,  and not as a penalty,
an additional  amount (the  "Liquidated  Damages"):  (i) to each holder of Notes
that are  Registrable  Securities,  accruing  at a rate equal to one-half of one
percent per annum (50 basis points) on the aggregate  principal  amount of Notes
that are  Registrable  Securities held by such Holder and (ii) to each holder of
shares of Common Stock that are Registrable Securities, accruing at a rate equal
to one-half of one percent per annum (50 basis  points)  calculated on an amount
equal to the product of (x) the then-applicable  Conversion Price (as defined in
the  Indenture),  times  (y) the  number of  shares  of  Common  Stock  that are
Registrable  Securities held by such holder.  Notwithstanding the foregoing,  no
Liquidated Damages shall accrue as to any Registrable  Securities from and after
the  earlier  of  (x)  the  date  such  securities  are  no  longer  Registrable
Securities,  and (y) the  expiration of the  Effectiveness  Period.  The rate of
accrual of the  Liquidated  Damages  with respect to any period shall not exceed
the rate  provided  for in this  paragraph  notwithstanding  the  occurrence  of
multiple concurrent Events.

         The Company shall pay the Liquidated Damages due on any Notes or Common
Stock by depositing  with the Trustee  under the  Indenture,  in trust,  for the
benefit of the holders of Notes or Common  Stock,  as the case may be,  entitled
thereto, at least one Business Day prior to the applicable Damages Payment Date,
sums sufficient to pay the Liquidated Damages accrued or accruing since the last
preceding Damages Payment Date through such Damages Payment Date. The Liquidated
Damages  shall be paid by the  Company  to the Record  Holders  on each  Damages
Payment  Date by wire  transfer of  immediately  available  funds to the account
specified by them, or if no such  accounts have been  specified on or before the
Damage  Payment  Date by mailing  checks to their  registered  addresses as they
appear in the Note  register (as defined in the  Indenture),  in the case of the
Notes,  and in the register of the Company for the Common Stock,  in the case of
the Common Stock;  provided,  however,  that any Liquidated Damages accrued with
respect to any Note or portion  thereof  called for  redemption  on a redemption
date, or repurchased  in connection  with a Change in Control (as defined in the
Indenture) on a repurchase  date, or converted into Common Stock on a conversion
date prior to the  Damages  Payment  Date,  shall,  in any such  event,  be paid
instead to the holder who submitted such Note or portion thereof for redemption,
repurchase or conversion on the applicable  redemption date,  repurchase date or
conversion  date,  as the case may be, on such date (or promptly  following  the
conversion  date, in the case of  conversion  of a Note).  If a holder of a Note
submits a Note for  conversion  during the period  between a record date for the
payment of Liquidated  Damages and the related Damages Payment Date,  Liquidated
Damages  for the period from the  conversion  date  through the next  succeeding
Damages  Payment  Date shall accrue and be payable to the holder of Common Stock
received  on  conversion   on  the  next   succeeding   Damages   Payment  Date,
notwithstanding  that such holder was not a Record  Holder with  respect to such
Damages Payment Date. The Trustee shall be entitled, on behalf of the Holders of
Notes and Common Stock to seek any available  remedy for the enforcement of this
Agreement,  including for the payment of such Liquidated Damages.  Nothing shall
preclude a Holder of Registrable  Securities from pursuing or obtaining specific
performance or other equitable relief with respect to this Agreement.

         All of the Company's  obligations  set forth in this Section 2(d) which
are  outstanding  with respect to any  Registrable  Securities  at the time such
security  ceases to be a Registrable  Security  shall survive until such time as
all such  obligations  with respect to such security have been satisfied in full
(notwithstanding termination of the Agreement pursuant to Section 7(o)).

         The parties  hereto agree that the Liquidated  Damages  provided for in
this  Section 2(d)  constitute a reasonable  estimate of the damages that may be
incurred  by  holders  of  Registrable   Securities   (other  than  the  Initial
Purchasers)  by reason of the failure of the Shelf  Registration  to be filed or
declared  effective or  unavailable  (absolutely  or as a practical  matter) for
effecting resales of Registrable  Securities,  as the case may be, in accordance
with the provisions hereof.

         1.   Registration   Procedures.   In  connection   with  the  Company's
registration  obligations under Section 2 hereof,  the Company shall effect such
registrations  to permit the sale of the  Registrable  Securities  in accordance
with the intended method or methods of disposition thereof, and pursuant thereto
the Company shall as expeditiously as possible:

                  (a) Prepare and file with the SEC a Registration  Statement or
Registration  Statements  on any  appropriate  form  under  the  Securities  Act
available for the sale of the  Registrable  Securities by the Holders thereof in
accordance with the intended method or methods of distribution thereof and shall
include all  required  financial  statements,  and use its best efforts to cause
each such  Registration  Statement to become  effective and remain  effective as
provided herein;  provided that before filing any such Registration Statement or
Prospectus or any  amendments or  supplements  thereto the Company shall furnish
within a  reasonable  time period to each Selling  Holder (if  requested by such
Selling Holder),  the Initial  Purchasers,  the Special Counsel and the Managing
Underwriters of such offering,  if any, copies of all such documents proposed to
be filed,  which  documents will be subject to the review of each Selling Holder
(if  requested  by such Selling  Holder),  the Initial  Purchasers,  the Special
Counsel and such Managing Underwriters,  and the Company shall not file any such
Registration  Statement or amendment thereto or any Prospectus or any supplement
thereto to which the Holders of a Majority of Registrable  Securities covered by
such Registration Statement, the Initial Purchasers or the Special Counsel shall
reasonably  object in  writing  within  five  Business  Days  after the  receipt
thereof. In addition,  the Company shall use its best efforts to reflect in each
such document  referenced in this  paragraph so filed with the SEC such comments
as the Initial  Purchasers,  Special Counsel and the Managing  Underwriters,  if
any, may propose.

                  (b)  Subject to Section  2(c),  prepare  and file with the SEC
such amendments and post-effective  amendments to each Registration Statement as
may be necessary to keep such Registration  Statement continuously effective for
the applicable period specified in Section 2; cause the related Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar  provisions  then in force) under the
Securities Act and comply with the provisions of the Securities Act with respect
to the  disposition of all  securities  covered by such  Registration  Statement
during  the  applicable  period  in  accordance  with the  intended  methods  or
disposition by the sellers thereof set forth in such  Registration  Statement as
so amended or such Prospectus as so supplemented.  The Company shall ensure that
(i) any Shelf  Registration and any amendment thereto and any Prospectus forming
a part thereof and any amendment or supplement  thereto complies in all material
respects with the Act and the rules and regulations  thereunder,  (ii) any Shelf
Registration  and any  amendment  thereto does not,  when it becomes  effective,
contain 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,  in
light of the circumstances  under which they were made, not misleading and (iii)
any  Prospectus  forming part of any Shelf  Registration,  and any  amendment or
supplement  to such  Prospectus,  does not  include  an  untrue  statement  or a
material  fact or omit to state a material  fact  necessary in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading.

                  (c) Notify the Holders,  the Initial  Purchasers,  the Special
Counsel and the Managing  Underwriters,  if any, promptly,  and (if requested by
any such Person)  confirm  such notice in writing,  (i) when a  Prospectus,  any
Prospectus supplement, a Registration Statement or a post-effective amendment to
a  Registration  Statement  has been filed with the SEC,  and, with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective;  (ii)  of any  request  by the  SEC or any  other  federal  or  state
governmental authority for amendments or supplements to a Registration Statement
or related  Prospectus or for additional  information,  (iii) of the issuance by
the SEC or any other federal or state  governmental  authority of any stop order
suspending the  effectiveness  of a Registration  Statement or the initiation or
threatening  of any  proceedings  for that  purpose,  (iv) of the receipt by the
Company of any notification  with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any  jurisdiction  or the initiation or threatening of any  proceedings for such
purpose,  (v) of the existence of any fact or happening of any event which makes
any  statement  of a material  fact in such  Registration  Statement  or related
Prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue  or which  would  require  the  making of any  changes  in the
Registration  Statement or Prospectus in order that the  Registration  Statement
will 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  not  misleading,  and that the  Prospectus  will 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 the light of the
circumstances  under  which  they were  made,  not  misleading,  and (vi) of the
Company's  determination  that  a  post-effective  amendment  to a  Registration
Statement would be appropriate.

                  (d) Use its best efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration  Statement, or the lifting of any
suspension of the qualification (or exemption from  qualification) of any of the
Registrable  Securities for sale in any  jurisdiction,  at the earliest possible
moment.

                  (e) If  requested  by the Initial  Purchasers  or the Managing
Underwriters, if any, or the Holders of a Majority of the Registrable Securities
being  sold,   (i)  promptly   incorporate   in  a  Prospectus   supplement   or
post-effective  amendment to the Registration  Statement such information as the
Initial Purchaser,  the Special Counsel, the Managing  Underwriters,  if any, or
such Holders and the Company mutually agree should be included therein, and (ii)
make all required filings of such Prospectus  supplement or such  post-effective
amendment as soon as practicable after the Company has received  notification of
the  matters  proposed  to be  incorporated  in such  Prospectus  supplement  or
post-effective amendment.

                  (f)  Furnish  to each  Selling  Holder (if  requested  by such
Selling Holder), the Special Counsel, the Initial Purchasers,  and each Managing
Underwriter,  if  any,  without  charge,  at  least  one  conformed  copy of the
Registration  Statement  or  Statements  and any  amendment  thereto,  including
financial  statements but excluding  schedules,  all documents  incorporated  or
deemed to be incorporated therein by reference and all exhibits.

                  (g) Deliver to each Selling Holder,  the Special Counsel,  the
Initial Purchasers and each Managing Underwriter, if any, in connection with any
offering  of  Registrable  Securities,  without  charge,  as many  copies of the
Prospectus or Prospectuses  relating to such Registrable  Securities  (including
each  preliminary  prospectus)  and any amendment or supplement  thereto as such
Persons may reasonably  request;  and the Company hereby  consents to the use of
such  Prospectus or each amendment or supplement  thereto by each of the Selling
Holders of Registrable  Securities and the  Underwriters,  if any, in connection
with  any  offering  and  sale of the  Registrable  Securities  covered  by such
Prospectus or any amendment or supplement thereto.

                  (h) Prior to any public offering of Registrable Securities, to
register  or  qualify  or  cooperate  with the  Selling  Holders,  the  Managing
Underwriters,   if  any,  and  the  Special   Counsel  in  connection  with  the
registration  or   qualification   (or  exemption  from  such   registration  or
qualification)  of such  Registrable  Securities  for offer  and sale  under the
securities  or Blue Sky laws of such  jurisdictions  within the United States as
any Selling Holder or Managing Underwriter  reasonably requests in writing, keep
each such  registration  or  qualification  (or exemption  therefrom)  effective
during the period such  Registration  Statement is required to be kept effective
and do any and all other acts or things  necessary  or  advisable  to enable the
disposition in such  jurisdictions of the Registrable  Securities covered by the
applicable  Registration  Statement,  provided,  that  the  Company  will not be
required to (i) qualify generally to do business in any jurisdiction where it is
not then so  qualified  (ii) take any action  that  would  subject it to general
service of process in suits or to taxation in any such jurisdiction  where it is
not then so subject.

                  (i) Cause the Registrable Securities covered by the applicable
Registration  Statement  to  be  registered  with  or  approved  by  such  other
governmental  agencies in addition to the SEC or  authorities  within the United
States as may be  necessary to enable the Selling  Holder or Holders  thereof or
the  Managing  Underwriters,  if any,  to  consummate  the  disposition  of such
Registrable Securities.

                  (j) During the Effectiveness Period (subject to the provisions
of Section 2(c)),  immediately  upon the existence of any fact or the occurrence
of any event as a result of which (i) a Registration Statement shall 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,  or (ii) a
Prospectus  shall  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 the light of the  circumstances  under  which they were
made, not misleading,  promptly prepare and file a  post-effective  amendment to
each  Registration  Statement or a supplement  to the related  Prospectus or any
document  incorporated  therein by reference or file any other required document
(such as a Current  Report on Form 8K) that would be  incorporated  by reference
into the  Registration  Statement so that the  Registration  Statement shall 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
not misleading, in light of the circumstances under which they were made, and so
that the Prospectus will 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 the light of the circumstances under which they
were made,  not  misleading,  as thereafter  delivered to the  purchasers of the
Registrable   Securities   being  sold   thereunder;   and  in  the  case  of  a
post-effective  amendment to a Registration  Statement,  use its best efforts to
cause it to become effective as soon as practicable.

                  (k) Enter into such agreements (including,  in the event of an
Underwritten Offering, an underwriting agreement in form, scope and substance as
is  customary  in  Underwritten  Offerings)  and take all such other  actions in
connection therewith (including,  in the event of an the Underwritten  Offering,
those reasonably requested by the Managing Underwriters,  if any, or the Holders
of a Majority of the Registrable  Securities being sold) in order to expedite or
facilitate  the  disposition  of  such   Registrable   Securities  and  in  such
connection, whether or not an underwriting agreement is entered into, and if the
registration is an Underwritten Registration,  (i) make such representations and
warranties to the Holders of such  Registrable  Securities and the  underwriters
with  respect  to  the  business  of  the  Company  and  its  subsidiaries,  the
Registration  Statement,  Prospectus and documents  incorporated by reference or
deemed incorporated by reference,  if any, in each case, in form,  substance and
scope  as are  customarily  made by  issuers  to  underwriters  in  underwritten
offerings and confirm the same if and when  requested;  (ii) use its  reasonable
efforts to obtain  opinions of counsel to the Company and updates thereof (which
counsel  and  opinions  (in  form,  scope  and  substance)  shall be  reasonably
satisfactory  to the  Managing  Underwriters,  if any,  Special  Counsel and the
Holders of a Majority of Registrable Securities being sold) addressed to each of
the underwriters  covering the matters customarily covered in opinions requested
in underwritten  offerings and such other matters as may be reasonably requested
by such Special  Counsel and  Managing  Underwriters;  (iii) use its  reasonable
efforts  to  obtain  "cold  comfort"   letters  and  updates  thereof  from  the
independent certified public accountants of the Company (and, if necessary,  any
other  certified  public  accountants  of any  subsidiary  of the Company or any
business  acquired  or to  be  acquired  by  the  Company  for  which  financial
statements  and  financial  data are,  or are  required  to be,  included in the
Registration Statement), addressed to each of the Managing Underwriters, if any,
such  letters  to  be in  customary  form  and  covering  matters  of  the  type
customarily  covered in "cold comfort"  letters in connection with  Underwritten
Offerings, and (iv) deliver such documents and certificates as may be reasonably
requested by the Holders of a majority of the Registrable Securities being sold,
the  Special  Counsel and the  Managing  Underwriters,  if any, to evidence  the
continued validity of the  representations and warranties of the Company and its
subsidiaries  made pursuant to clause (i) above and to evidence  compliance with
any  customary  conditions  contained  in the  underwriting  agreement  or other
agreement  entered into by the Company.  The above shall be done at each closing
under such  underwriting  or  similar  agreement  as and to the extent  required
thereunder.

                  (1) Make available for inspection by a  representative  of the
Holders  of  Registrable   Securities  being  sold,  any  Managing   Underwriter
participating in any disposition of Registrable Securities,  and any attorney or
accountant retained by such Selling Holders or underwriter,  financial and other
records,  pertinent  corporate  documents and  properties of the Company and its
subsidiaries,  and cause the executive officers,  directors and employees of the
Company and its subsidiaries to supply all information  reasonably  requested by
any  such  representative,  Managing  Underwriter,  attorney  or  accountant  in
connection with such disposition;  provided,  however, that any information that
is  reasonable  and in good  faith  designated  by the  Company  in  writing  as
confidential  at the  time  of  delivery  of  such  information  shall  be  kept
confidential  by such  Persons,  unless (i)  disclosure of such  information  is
required  by court  or  administrative  order  or is  necessary  to  respond  to
inquiries of regulatory  authorities,  (ii)  disclosure of such  information  is
required  by law  (including  any  disclosure  requirements  pursuant to federal
securities laws in connection with the filing of any  Registration  Statement or
the use of any prospectus referred to in this Agreement), (iii) such information
becomes  generally  available to the public other than as a result of disclosure
or failure to  safeguard  by any such  Person or (iv) such  information  becomes
available  to any such  Person  from a source  other than the  Company  and such
source is not bound by a confidentiality agreement.

                  (m) Comply with all  applicable  rules and  regulations of the
SEC in all material respects and make generally available to its securityholders
earnings  statements  (which need not be audited)  satisfying  the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) no later than 45 days after the end of any
12-month  period (or 90 days after the end of any 12-month period if such period
is a fiscal  year) (i)  commencing  at the end of any  fiscal  quarter  in which
Registrable  Securities  are sold to  underwriters  in firm  commitment  or best
efforts  underwritten  offering and (ii) if not sold to  underwriters in such an
offering, commencing on the first day of the first fiscal quarter of the Company
commencing  after  the  effective  date  of  a  Registration  Statement,   which
statements shall cover said 12-month periods.

                  (n)  Cooperate   with  the  Selling   Holders  of  Registrable
Securities,  the  Initial  Purchasers,  the  Special  Counsel  and the  Managing
Underwriters,  if any, to  facilitate  the timely  preparation  and  delivery of
certificates  representing Registrable Securities to be sold and not bearing any
restrictive  legends,  and  enable  such  Registrable  Securities  to be in such
denominations and registered in such names as the Holders may request.

                  (o) Not later than the effectiveness  date of any Registration
Statement  hereunder,  provide a CUSIP  number  for the  Registrable  Securities
registered under such Registration Statement,  and provide the Trustee under the
Indenture and the transfer agent for the Common Stock with printed  certificates
for the Registrable Securities which are in a form eligible for deposit with The
Depository Trust Company.

                  (p)  Cause  all  shares  of  Common   Stock   covered  by  the
Registration  Statement  to be listed on each  securities  exchange or quotation
system on which the  Company's  Common  Stock is then  listed or quoted no later
than the  date  the  Registration  Statement  is  declared  effective,  and,  in
connection therewith, to the extent applicable,  to make such findings under the
Exchange Act (e.g.,  the filing of a Registration  Statement on Form 8-A) and to
have such filings declared effective thereunder.

                  (q)  Cooperate  and assist in any filing  required  to be made
with the National Association of Securities Dealers, Inc.

                  (r) Cause the Indenture to be qualified under the TIA, and, in
connection  therewith,  cooperate with the Trustee and the Holders,  the Initial
Purchasers, the Special Counsel and the Managing Underwriters, if any, to effect
such changes to the  Indenture  as may be required  for such  Indenture to be so
qualified in accordance  with the terms of the TIA; and execute and use its best
efforts to cause the  Trustee to execute  all  documents  as may be  required to
effect such changes and all other forms and documents  required to be filed with
the SEC to enable such Indenture to be so qualified in a timely manner.

         The Company may require each Holder of  securities  to be sold pursuant
to any  Registration  Statement  to  furnish  to the  Company  such  information
regarding the Holder and the  distribution of such securities as the Company may
from  time  to time  reasonably  require  for  inclusion  in  such  Registration
Statement.  Any  Holder  who  fails to  provide  such  information  shall not be
entitled to use the Prospectus.

         2.  Registration  Expenses.  All fees and expenses  (other than Selling
Expenses)  incident to the Company's  obligations  under this Agreement shall be
borne by the Company whether or not any of the  Registration  Statements  become
effective.  Such fees and expenses shall include,  without  limitation,  (i) all
registration and filing fees (including,  without limitation,  fees and expenses
with  respect to filings  required to be made with the National  Association  of
Securities   Dealers,   Inc.),  (ii)  printing  expenses   (including,   without
limitation,  expenses of printing  certificates for Registrable  Securities in a
form  eligible for deposit  with The  Depository  Trust  Company and of printing
Prospectuses  if the  printing  of  Prospectuses  is  requested  by the  Special
Counsel, the Initial Purchasers,  the Managing  Underwriters or the holders of a
Majority of  Registrable  Securities  included in any  Registration  Statement),
(iii)  reasonable  fees and  disbursements  of counsel  for the  Company and the
Special  Counsel in connection  with the Shelf  Registration  (provided that the
Company  shall not be liable for the fees and expenses of more than one separate
firm for all parties (other than the Company)  participating  in any transaction
hereunder),  and (iv) fees and disbursements of all independent certified public
accountants  referred to in Section  3(k)(iii) hereof (including the expenses of
any special  audit and "cold  comfort"  letters  required by or incident to such
performance).  In addition, the Company shall pay the fees and expenses incurred
in connection  with the listing or quotation of the  securities to be registered
on any  securities  exchange or quotations  system on which  similar  securities
issued by the Company  are then listed and the fees and  expenses of any Person,
including special experts, retained by the Company.

         3.       Indemnification.

                  (a)   Indemnification  by  the  Company.   The  Company  shall
indemnify and hold harmless each Holder, the directors,  officers, employees and
agents of each such Holder and each Person, if any, who controls any such Holder
(within the meaning of either  Section 15 of the Securities Act or Section 20 of
the Exchange Act) from and against all losses, liabilities, damages and expenses
(including,  without limitation, any legal or other expenses reasonably incurred
in  connection  with  defending  or  investigating  any such  action  or  claim)
(collectively,  "Losses"),  arising out of or based upon any untrue statement or
alleged  untrue  statement  of a material  fact  contained  in any  Registration
Statement or Prospectus or in any  amendment or supplement  thereto,  or arising
out of or based  upon 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,  in light of the  circumstances  under which they were
made,  except  insofar  as  such  Losses  arise  out of or are  based  upon  the
information  relating to any Holder  furnished  to the Company in writing by any
Holder expressly for use therein; provided,  however, that the Company shall not
be liable in any such case to the extent that any such loss,  damage,  liability
or expense arises out of or is based upon an untrue  statement or alleged untrue
statement or omission or alleged omission made in any preliminary  prospectus if
(i) such holder failed to send or deliver a copy of the Prospectus with or prior
to the delivery of written  confirmation  of the sale of Registrable  Securities
and (ii) the Prospectus  would have corrected such untrue statement or omission;
and provided  further,  that the Company shall not be liable in any such case to
the extent that any such loss, damage,  liability or expense arises out of or is
based upon an untrue  statement  or alleged  untrue  statement  or  omission  or
alleged  omission in the Prospectus,  if such untrue statement or alleged untrue
statement,  omission  or  alleged  omission  is  corrected  in an  amendment  or
supplement to the Prospectus and if, having  previously  been furnished by or on
behalf  of  the  Company  with  copies  of  the  Prospectus  as  so  amended  or
supplemented,  such holder  thereafter fails to deliver such  Prospectus,  as so
amended or supplemented, prior to or concurrently with the sale of a Registrable
Security to the person  asserting  such loss,  damage,  liability or expense who
purchased  such  Registrable  Security  which is the subject  thereof  from such
holder.  The Company shall also indemnify each  underwriter,  their officers and
directors,  and each  Person who  controls  such  Person  (within the meaning of
Section 15 of the  Securities  Act or Section 20 of the Exchange Act to the same
extent and with the same  limitations  as  provided  above  with  respect to the
indemnification of the Holders of Registrable Securities.

                  (b) Indemnification by Holder of Registrable Securities.  Each
Holder,  agrees  severally  and not jointly to indemnify  and hold  harmless the
Company, its directors,  its officers who sign a Registration Statement and each
Person,  if any, who controls the Company  (within the meaning of either Section
15 of the Securities  Act or Section 20 of the Exchange  Act),  from and against
all losses arising out of or based upon any untrue  statement of a material fact
contained in any Registration  Statement,  Prospectus or arising out of or based
upon any omission of a material fact required to be stated  therein or necessary
to make the statements  therein not  misleading,  in light of the  circumstances
under  which they were made,  to the extent,  but only to the extent,  that such
untrue  statement or omission is contained in any  information  relating to such
Holder so furnished in writing by such Holder to the Company  expressly  for use
in such Registration Statement or Prospectus. In no event shall the liability of
any Selling Holder of Registrable Securities hereunder be greater in amount than
the dollar  amount of the proceeds  received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation.

                  (c)  Conduct  of  Indemnification  Proceedings.  In  case  any
proceeding  (including  any  governmental  investigation)  shall  be  instituted
involving  any Person in respect of which  indemnity  may be sought  pursuant to
either of the two preceding  paragraphs,  such Person (the "Indemnified  Party")
shall promptly  notify the Person against whom such indemnity may be sought (the
"Indemnifying Party") in writing, but failure so to notify an Indemnifying Party
shall not relieve such  Indemnifying  Party from any liability  hereunder to the
extent it is not materially  prejudiced as a result  thereof.  The  Indemnifying
Party, upon request of the Indemnified Party, shall retain counsel  satisfactory
to the Indemnified  Party to represent the Indemnified  Party and any others the
Indemnifying  Party may designate in such  proceeding and shall pay the fees and
disbursements  of  such  counsel  related  to  such  proceeding.   In  any  such
proceeding,  any  Indemnified  Party  shall  have the  right to  retain  its own
counsel,  but the fees and expenses of such  counsel  shall be at the expense of
such  Indemnified  Party unless (i) the  Indemnifying  Party and the Indemnified
Party shall have mutually agreed to the retention to such counsel (ii) the named
parties to any such proceeding  (including any impleaded  parties)  include both
the  Indemnifying  Party and the Indemnified  Party and  representation  of both
parties by the same counsel  would be  inappropriate  due to actual or potential
differing interests between them, or (iii) the Indemnifying Party shall not have
employed  counsel  satisfactory  to  the  Indemnified  Party  to  represent  the
Indemnified  Party within a reasonable  time after notice of commencement of the
action.  It is understood that the  Indemnifying  Party shall not, in respect of
the legal expenses of any Indemnified Party in connection with any proceeding or
related  proceedings  in the  same  jurisdiction,  be  liable  for the  fees and
expenses of more than one separate  firm (in addition to any local  counsel) for
all  indemnified  parties  under  Section 5(a) or 5(b) hereof who are parties to
such  proceeding or  proceedings,  and that all such fees and expenses  shall be
reimbursed as they are incurred.  The Indemnifying Party shall not be liable for
any settlement of any proceeding  effected without its written  consent,  but if
settled with such consent or if there be a final judgment for the plaintiff, the
Indemnifying  Party agrees to indemnify the  Indemnified  Party from and against
any loss or liability by reason of such settlement or judgment.  Notwithstanding
the foregoing sentence, if at any time an Indemnified Party shall have requested
an Indemnifying  Party to reimburse the Indemnified  Party for fees and expenses
of counsel as  contemplated by the second and third sentences of this paragraph,
such  Indemnifying  Party agrees that it shall be liable for any  settlements of
any proceeding  effected  without its written  consent if (i) such settlement is
entered into more than 45 days after receipt by such  Indemnifying  Party of the
aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the
Indemnified  Party in  accordance  with such  request  prior to the date of such
settlement.  No Indemnifying  Party shall,  without the prior written consent of
the  Indemnified  Party,  effect any  settlement  of any  pending or  threatened
proceeding  in  respect of which any  Indemnified  Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified  Party,
unless such settlement  includes an  unconditional  release of such  Indemnified
Party  from  all  liability  on  claims  that  are the  subject  matter  of such
proceeding.

                  (d) Contribution.  If the indemnification provided for in this
Section 5 is  unavailable  to an  Indemnified  Party under  Section 5(a) or 5(b)
hereof in  respect  of any Losses or is  insufficient  to hold such  Indemnified
Party harmless, then each applicable Indemnifying Party, in lieu of indemnifying
such Indemnified  Party,  shall contribute to the amount paid or payable by such
Indemnified  Party as a result  of such  Losses,  (i) in such  proportion  as is
appropriate to reflect the relative benefits received by the Indemnifying  Party
or Indemnifying Parties on the one hand and the Indemnified Party or Indemnified
Parties an the other hand or (ii) if the allocation provided by clause (i) above
is not permitted by applicable  law, in such  proportion  as is  appropriate  to
reflect not only the relative  benefits referred to in clause (i) above but also
the relative fault of the Indemnifying  Party or Indemnified  Parties on the one
hand and of the Indemnified  Party or Indemnifying  Parties on the other hand in
connection  with the  statements or omissions  that resulted in such Losses,  as
well as any other relevant  equitable  considerations.  Benefits received by the
Company  shall be deemed to be equal to the total net proceeds  from the initial
placement of the Notes pursuant to the Purchase Agreement.  Benefits received by
the  Initial  Purchasers  shall be  deemed  to be equal  to the  total  purchase
discounts and  commissions  received by them pursuant to the Purchase  Agreement
and benefits  received by any other  Holders  shall be deemed to be equal to the
value of receiving Notes registered under the Securities Act.  Benefits received
by any  underwriter  shall  be  deemed  to be equal  to the  total  underwriting
discounts  and  commissions,  as set forth on the cover  page of the  Prospectus
forming a part of the Registration  Statement which resulted in such Losses. The
relative  fault of the Holders on the one hand and the Company on the other hand
shall be determined  by reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or the omission or alleged omission
to state a material  fact relates to  information  supplied by the Holders or by
the Company and the parties' relative intent,  knowledge,  access to information
and  opportunity to correct or prevent such statement or omission.  The Holders'
respective  obligations to contribute  pursuant to this paragraph are several in
proportion to the  respective  number of Registrable  Securities  they have sold
pursuant to a Registration Statement, and not joint.

         The parties  hereto  agree that it would not be just and  equitable  if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method or allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
The amount  paid or payable  by an  Indemnified  Party as a result of the Losses
referred to in the immediately  preceding  paragraph shall be deemed to include,
subject  to the  limitations  set  forth  above,  any  legal or  other  expenses
reasonably  incurred by such Indemnified Party in connection with  investigating
or defending  any such action or claim.  Notwithstanding  this Section  5(d), an
Indemnifying Party that is a Selling Holder of Registrable  Securities shall not
be required to contribute  any amount in excess of the amount by which the total
price at which the Registrable  Securities sold by such  Indemnifying  Party and
distributed  to the public were offered to the public  exceeds the amount of any
damages  which such  Indemnifying  Party has  otherwise  been required to pay by
reason of such  untrue or  alleged  untrue  statement  or  omission  or  alleged
omission. No Person guilty of fraudulent  misrepresentation  (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to  contribution  from
any  Person  who  was  not  guilty  of such  fraudulent  misrepresentation.  The
indemnity,  contribution  and expense  reimbursement  obligations of the Company
hereunder  shall be in addition to any liability the Company may otherwise  have
hereunder, under the Purchase Agreement or otherwise.

         The indemnity and contribution  provisions  contained in this Section 5
shall  remain  operative  and in full  force and  effect  regardless  of (i) any
termination of this Agreement,  (ii) any  investigation  made by or on behalf of
any Holder or any Person controlling any Holder, or the Company, its officers or
directors  or any  Person  controlling  the  Company  and  (iii) the sale of any
Registrable Securities by any Holder.

         4.       Information Requirements.

                  (a) The Company shall file the reports required to be filed by
it under the Securities Act and the Exchange Act, and if at any time the Company
is not required to file such reports, it will, upon the request of any Holder of
Registrable  Securities,  make publicly  available other  information so long as
necessary  to  permit  sales  pursuant  to Rule  144 and  Rule  144A  under  the
Securities Act.

                  The Company further  covenants that it will cooperate with any
Holder of Registrable  Securities and take such further reasonable action as any
Holder of  Registrable  Securities may reasonably  request  (including,  without
limitation,  making  such  reasonable  representations  as any such  Holder  may
reasonably request),  all to the extent required from time to enable such Holder
to sell Registrable  Securities  without  registration  under the Securities Act
within the limitation of the exemptions provided by Rule 144 and Rule 144A under
the Securities  Act.  Notwithstanding  the foregoing,  nothing in this Section 6
shall be deemed to require the Company to register any of its  securities  under
any section of the Exchange Act.

                  (b) The Company shall file the reports required to be filed by
it under the Exchange Act and shall comply with all other requirements set forth
in  the  instructions  to  the  appropriate  SEC  Registration   Statement  form
permitting  registration of the Registrable Securities for resale by the Holders
thereof in the manner or manners designated by them.

         5.       Miscellaneous.

                  (a)  Remedies.  In the event of a breach by the Company of its
obligations  under this  Agreement,  each Holder of Registrable  Securities,  in
addition  to being  entitled to exercise  all rights  granted by law,  including
recovery of damages,  will be  entitled  to specific  performance  of its rights
under this  Agreement.  The Company  agrees that  monetary  damages would not be
adequate  compensation  for any loss incurred by reason or a breach by it of any
of the provisions of this Agreement and hereby further agrees that, in the event
of any action for specific performance in respect of such breach, it shall waive
the defense that a remedy at law would be adequate.

                  (b) No Conflicting Agreements. The Company has not entered, as
of the date hereof and shall not, on or after the date of this Agreement,  enter
into any  agreement  with respect to its  securities  which  conflicts  with the
rights granted to the Holders of Registrable  Securities in this Agreement.  The
Company  represents  and  warrants  that the rights  granted  to the  Holders of
Registrable  Securities  hereunder  do not in any way  conflict  with the rights
granted to the holders of the Company's securities under any other agreements.

                  (c) Amendments and Waivers.  The provisions of this Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given, unless the Company has obtained the written consent of Holders
of a Majority of Registrable Securities. Notwithstanding the foregoing, a waiver
or consent to depart from the  provisions  hereof with  respect to a matter that
relates  exclusively  to the rights of holders of Registrable  Securities  whose
securities are being sold pursuant to a Registration Statement and that does not
directly  or  indirectly  affect  the  rights of other  Holders  of  Registrable
Securities  may be given by Holders of at least a  majority  of the  Registrable
Securities  being sold by such Holders;  provided,  that the  provisions of this
sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence.

                  (d) Notices. All notices and other communications provided for
or  permitted  hereunder  shall be made in writing and shall be deemed given (i)
when  made,  if  made by  hand  delivery,  (ii)  upon  confirmation,  if made by
telecopier or (iii) one business day after being deposited with a reputable next
day courier, postage prepaid, to the parties as follows:

                           (x) if to a holder of Registrable Securities,  at the
most current address given by such  holder to the Company in accordance with the
provisions of Section 7(e):

<PAGE>



                           (y)      if to the Company, to:

                                    World Access , Inc.
                                    Suite 2240
                                    945 East Paces Ferry Road
                                    Atlanta, Georgia 30326
                                    Attention:
                                    Telecopy No.: (404) 262-2598

                                    with a copy to:

                                    Rogers & Hardin LLP
                                    2700 International Tower
                                    229 Peachtree Street, NE
                                    Atlanta, Georgia 30303
                                    Attention:  Steven E. Fox, Esq.
                                    Telecopy No.: (404) 525-2224
                                    and

                           (z)      if to the Special Counsel to:

                                    Morris, Manning & Martin, L.L.P.
                                    3343 Peachtree Road, N.E.
                                    Suite 1600
                                    Atlanta, Georgia  30326
                                    Attention: Grant W. Collingsworth, Esq.
                                    Telecopy No.: (404) 365-9532

or to such other address as such Person may have  furnished to the other Persons
identified in this Section 7(d) in writing in accordance herewith.

         Copies  of all  notices,  demands  or  other  communications  shall  be
concurrently  delivered  by the Person  given the same to the Trustee  under the
Indenture at the address specified in the Indenture.

                  (e)  Owner  of  Registrable   Securities.   The  Company  will
maintain, or will cause its registrar and transfer agent to maintain, a register
with respect to the Registrable Securities in which all transfers of Registrable
Securities  of which the  Company has  received  notice  will be  recorded.  The
Company may deem and treat the Person in whose name  Registrable  Securities are
registered  in  such  register  of the  Company  as the  owner  thereof  for all
purposes,  including,  without  limitation,  the  giving of  notices  under this
Agreement.

                  (f)  Approval of Holders.  Whenever the consent or approval of
Holders  of  a  specified  percentage  of  Registrable  Securities  is  required
hereunder, Registrable Securities held by the Company or its affiliates (as such
term is defined in Rule 405 under the  Securities  Act)  (other than the Initial
Purchasers or subsequent  holders of Registrable  Securities if such  subsequent
holders are deemed to be such  affiliates  solely by reason of their holdings of
such Registrable  Securities)  shall not be counted in determining  whether such
consent or approval was given by the Holders of such required percentage.

                  (g)  Successors  and  Assigns.  Any Person who  purchases  any
Registrable  Securities from an Initial Purchaser shall be deemed,  for purposes
of this  Agreement to be an assignee of such Initial  Purchaser.  The  Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
each of the parties  and shall inure to the benefit of and be binding  upon each
holder of any Registrable Securities.

                  (h) Counterparts. This Agreement may be executed in any number
of  counterparts  and by the parties  hereto in separate  counterparts,  each of
which when so  executed  shall be deemed to be  original  and all of which taken
together shall constitute one and the same agreement.

                  (i)  Headings.   The  headings  in  this   Agreement  are  for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof.

                  (j)  Governing  Law. THIS  AGREEMENT  SHALL BE GOVERNED BY AND
CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF  GEORGIA  AS APPLIED TO
CONTRACTS  MADE AND  PERFORMED  WITHIN  THE STATE OF GEORGIA  WITHOUT  REGARD TO
PRINCIPLES OF CONFLICT OF LAWS.

                  (k)  Severability.   If  any  term,  provision,   covenant  or
restriction  of  this  Agreement  is  held  to  be  invalid,  illegal,  void  or
unenforceable,   the   remainder  of  the  terms,   provisions,   covenants  and
restrictions  set forth herein shall remain in full force and effect,  and shall
in no way be affected,  impaired or invalidated  thereby, and the parties hereto
shall use their best efforts to find and employ an alternative  means to achieve
the same or  substantially  the same result as that  contemplated  by such term,
provision,  covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining  terms,
provisions,  covenants and restrictions  without including any of such which may
be hereafter declared invalid, illegal, void or unenforceable.

                  (l)  Entire  Agreement.  This  Agreement  is  intended  by the
parties  as a final  expression  of  their  agreement  and is  intended  to be a
complete and  exclusive  statement of the  agreement  and  understanding  of the
parties  hereto in respect of the subject  matter  contained  herein.  Except as
provided in the Purchase Agreement and the Indenture, there are no restrictions,
promises, warranties or undertakings,  other than those set forth or referred to
herein,  with  respect to the  registration  rights  granted by the Company with
respect to the  securities  sold  pursuant  to the  Purchase  Agreement  and the
Indenture.  This Agreement  supersedes all prior  agreements and  understandings
among the parties with respect to such subject matter.

                  (m)  Attorneys'  Fees. In any action or proceeding  brought to
enforce  any  provision  of this  Agreement,  or where any  provision  hereof is
validly asserted as a defense, the prevailing party, as determined by the court,
shall be entitled to recover reasonable attorneys' fees in addition to any other
available remedy.

                  (n) Further  Assurances.  Each of the parties hereto shall use
all reasonable efforts to take, or cause to be taken, all appropriate action, do
or cause to be done all things reasonably  necessary,  proper or advisable under
applicable law, and execute and deliver such documents and other papers,  as may
be  required  to  carry  out the  provisions  of this  Agreement  and the  other
documents contemplated hereby and consummate the make effective the transactions
contemplated hereby.

                  (o)  Termination.  This  Agreement and the  obligations of the
parties  hereunder  shall  terminate upon the end of the  Effectiveness  Period,
except for any  liabilities or  obligations  under Sections 2(d), 4 or 5 hereof,
each of which shall remain in effect in accordance with their terms.

                  (P) Third  Party  Beneficiaries.  The  Company and the Initial
Purchasers  agree that each Holder  shall be a third party  beneficiary  of this
Agreement.



<PAGE>



         IN WITNESS WHEREOF,  the parties have executed this Registration Rights
Agreement as of the date first written above.

                                           WORLD ACCESS, INC.


                                           By:     /s/ Mark A. Gergel
                                                   ----------------------------
                                           Name:   Mark A. Gergel
                                           Title:  Executive Vice President and
                                                   Chief Financial Officer

Accepted as of the date first above written:

BT ALEX. BROWN INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED


By:      BT Alex. Brown Incorporated


By:      /s/ Alexander Daignault
         Authorized Signatory



<PAGE>


Exhibit 99.1




                                     SUMMARY: COMPANY ANNOUNCES THAT IT
                                              WILL SELL $100 MILLION OF
                                              CONVERTIBLE SUBORDINATED NOTES

                                     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  -September  26, 1997 - WORLD  ACCESS,  INC.  (NASDAQ:  WAXS),
announced  today that it will sell $100 million  aggregate  principal  amount of
convertible  subordinated  notes under Rule 144A of the  Securities  Act of 1933
(plus up to an additional  $15 million to cover  over-allotments,  if any).  The
transaction is expected to close on October 1, 1997.

The net proceeds  from the sale of the notes are  expected to be used  primarily
for potential  acquisitions  of  businesses  and  technology  licenses and other
strategic  initiatives  related to the growth and  development  of the Company's
telecommunications  products  business.  The net proceeds  will also be used for
general corporate purposes,  including new product development, the expansion of
domestic and international sales and marketing efforts and working capital.

The notes bear  interest  at the rate of 4.5% per annum,  are  convertible  into
common stock of the Company at an initial  common  price of $37.03125  per share
and will be due on October 1, 2002.  The Company may not call the notes prior to
October  1,  2000.  The notes will not be  registered  under the  United  States
Securities  Act of 1933  and may not be  offered  or sold in the  United  States
absent registration or an applicable  exemption from registration  requirements.
The issuance of the notes will be structured to allow  secondary  market trading
under Rule 144A of the Securities Act of 1933.

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  also  provides  its
customers  with a broad range of design,  engineering,  manufacturing,  testing,
installation,   repair  and  other   value-added   services.   The   Company  is
headquartered  in Atlanta,  Georgia and conducts its principal  operations  from
facilities located strategically throughout the United States.


This press release does not constitute an offer to sell or the  solicitation  of
an offer to buy any security and shall not constitute an offer,  solicitation or
sales of any  securities in any  jurisdiction  in which such  offering  would be
unlawful.
[{"type": "8-K", "sequence": "1", "description": "FORM 8K", "secsgml_size_bytes": 502282}]
{"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": "97692397"}, "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):  September 26, 1997

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

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

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

Registrant's telephone number, including area code: (404) 231-2025
Item 5.  Other Events

         On September 26, 1997,  World Access,  Inc.  ("World  Access") issued a
press release announcing that it would sell in a private placement  $100,000,000
aggregate principal amount of 4.5% convertible subordinated notes due October 1,
2002 (the  "Notes"),  which Notes are  convertible  into shares of World  Access
common  stock,  $.01 par value per share (the "Common  Stock"),  at a conversion
price of $37.03125 per share, subject to adjustment (the "Conversion Price").

         On October 1, 1997,  the Company  completed the sale of the Notes to BT
Alex. Brown Incorporated and Prudential Securities  Incorporated  (collectively,
the "Initial  Purchasers")  pursuant to that certain  Purchase  Agreement by and
between World Access and the Initial  Purchasers  dated as of September 26, 1997
(the  "Purchase  Agreement"),  at a  purchase  price  of 97%  of  the  aggregate
principal amount of the Notes,  representing an aggregate discount of $3,000,000
to the Initial  Purchasers.  Under the terms of the  Purchase  Agreement,  World
Access  granted  the Initial  Purchasers  an option  exercisable  for 30 days to
purchase up to an aggregate of $15,000,000  additional principal amount of Notes
to cover over-allotments, if any.

         The Notes were issued  pursuant to an Indenture  dated as of October 1,
1997 by and between World Access and First Union  National Bank, as trustee (the
"Indenture").  The Notes bear  interest at the rate of 4.5% per annum and mature
on October 1, 2002.  The Notes are  convertible  into  Common  Stock at any time
prior to the close of business on the maturity date, unless previously  redeemed
or  repurchased,   at  the  Conversion   Price.  The  Notes  are  unsecured  and
subordinated  in right of payment  in full to all  existing  and  future  Senior
Indebtedness  (as  defined in the  Indenture)  of World  Access.  If a Change of
Control (as defined in the  Indenture)  of World Access  occurs,  each holder of
Notes may require World Access to  repurchase  all or a portion of such holder's
Notes at 100% of the principal amount thereof, together with accrued interest to
the  repurchase  date.  The Notes are  redeemable by World Access any time after
October 1, 2000.

         World Access has agreed to file,  within 90 days  following  the latest
date of  original  issuance  of the Notes,  a shelf  registration  statement  in
respect of the Notes and the  Common  Stock  issuable  upon  conversion  thereof
pursuant to the Registration Rights Agreement dated as of October 1, 1997 by and
between  World  Access and the  Initial  Purchasers  (the  "Registration  Rights
Agreement").

         The foregoing summary of the Press Release, the Purchase Agreement, the
Indenture,  the Registration  Rights Agreement and the Notes does not purport to
be complete and is subject to, and  qualified  in its entirety by reference  to,
the full text of the Press Release,  the Purchase  Agreement,  the Indenture and
the  Registration  Rights  Agreement,  the forms of which are filed as  exhibits
hereto,  and the  Notes,  the forms of which are  included  as an exhibit to the
Indenture filed as an exhibit hereto.
Item 7.  Exhibits

         The following exhibits are filed herewith by  direct  transmission  via
         "edgar."

         4.1      Indenture dated as of October 1, 1997  by  and  between  World
                  Access, Inc. and  First  Union National Bank, as trustee.

         10.1     Purchase  Agreement  dated  as of  September  26,  1997 by and
                  between World Access,  Inc., BT Alex.  Brown  Incorporated and
                  Prudential Securities Incorporated.

         10.2     Registration  Rights  Agreement dated as of October 1, 1997 by
                  and between World Access,  Inc., BT Alex.  Brown  Incorporated
                  and Prudential Securities Incorporated.

         99.1     Press release dated September 26, 1997.

Item 9.  Sales of Equity Securities Pursuant to Regulation S

         The response to Item 5 above is incorporated herein by reference.

         As  described  in  Item  5, on  October  1,  1997,  World  Access  sold
$100,000,000  aggregate  principal amount of the Notes to the Initial Purchasers
pursuant to the terms of the  Purchase  Agreement.  The sale of the Notes to the
Initial  Purchasers  was not  registered  under the  Securities  Act of 1933, as
amended (the "Securities Act"), in reliance on the exemption provided by Section
4(2) of the Securities Act. The Initial Purchasers resold $96,170,000  aggregate
principal  amount  of the  Notes in the  United  States  to  certain  "qualified
institutional  buyers"  pursuant  to Rule  144A  under  the  Securities  Act and
$3,830,000  aggregate principal amount of the Notes outside of the United States
to "non-U.S. persons" in reliance on Regulation S under the Securities Act.
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 October 8, 1997.
Exhibit 4.1

================================================================================

                              MMM DRAFT 9/30/1997

                               WORLD ACCESS, INC.

                                  $100,000,000
                  4.5% Convertible Subordinated Notes due 2002

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

                                   INDENTURE

                          Dated as of October 1, 1997

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

                           FIRST UNION NATIONAL BANK

                                    Trustee

================================================================================
INDENTURE  dated as of October 1, 1997,  between World Access,  Inc., a
Delaware corporation  (hereinafter sometimes called the "Company," as more fully
set forth in Section 1.1),  and First Union  National  Bank, a national  banking
association,  as trustee hereunder  (hereinafter sometimes called the "Trustee,"
as more fully set forth in Section 1.1).

                              W I T N E S S E T H:

         WHEREAS,  for its  lawful  corporate  purposes,  the  Company  has duly
authorized  the  issuance of its 4.5%  Convertible  Subordinated  Notes due 2002
(hereinafter sometimes called the "Notes"), in an aggregate principal amount not
to exceed $100,000,000 ($115,000,000 if the overallotment option is exercised in
full) and,  to provide the terms and  conditions  upon which the Notes are to be
authenticated,  issued  and  delivered,  the  Company  has duly  authorized  the
execution and delivery of this Indenture;

         WHEREAS,  the Notes, the certificate of  authentication  to be borne by
the Notes, a form of  assignment,  a form of option to elect  repurchase  upon a
Change in Control and a form of  conversion  notice to be borne by the Notes are
to be substantially in the forms hereinafter provided for; and

         WHEREAS, all acts and things necessary to make the Notes, when executed
by  the  Company  and  authenticated  and  delivered  by the  Trustee  or a duly
authorized  authenticating  agent,  as in this  Indenture  provided,  the valid,
binding and legal obligations of the Company, and to constitute these presents a
valid agreement  according to its terms,  have been done and performed,  and the
execution  of this  Indenture  and the issue  hereunder of the Notes have in all
respects been duly authorized.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That in order to declare the terms and conditions  upon which the Notes
are, and are to be, authenticated, issued and delivered, and in consideration of
the  premises and of the  purchase  and  acceptance  of the Notes by the Holders
thereof,  the  Company  covenants  and agrees with the Trustee for the equal and
proportionate  benefit of the respective  Holders from time to time of the Notes
(except as otherwise provided below), as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1.         Definitions.

         The terms  defined in this  Section  1.1  (except  as herein  otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this  Indenture  and  of  any  indenture  supplemental  hereto  shall  have  the
respective  meanings specified in this Section 1.1. All other terms used in this
Indenture that are defined in the Trust  Indenture Act or which are by reference
therein  defined in the  Securities  Act (except as herein  otherwise  expressly
provided  or unless the  context  otherwise  requires)  shall have the  meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act as
in force at the date of the  execution of this  Indenture.  The words  "herein,"
"hereof,"  "hereunder," and words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other Subdivision. The terms
defined in this Article include the plural as well as the singular.

         "Affiliate" of any specified  Person means any other Person directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control"  when used with  respect to any  specified  Person  means 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;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

         "Agent" means any Registrar, Paying  Agent or  Conversion  Agent or any
successor thereto.

         "Board of Directors" means either the Board of Directors of the Company
or any committee of such Board duly authorized to act for it hereunder.

         "Business  Day" means any day other  than (i) a  Saturday  or Sunday or
(ii) a day on which banking  institutions in the City of New York are authorized
or required by law or executive order to remain closed.

         "Capitalized  Lease  Obligation"  means  indebtedness   represented  by
obligations  under a lease that is  required  to be  capitalized  for  financial
reporting purposes in accordance with generally accepted accounting  principles;
the  amount  of  such  indebtedness  shall  be the  capitalized  amount  of such
obligations determined in accordance with such principles.

         "Cash" or "cash" means such coin or currency of the United States as at
any time of payment is legal tender for the payment of public and private debts.

         "Cedel" means Cedel Bank, societe anonyme.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or if at any time after the
execution of this  instrument such Commission is not existing and performing the
duties  now  assigned  to it  under  the  Trust  Indenture  Act,  then  the body
performing such duties on such date.

         "Common Stock" means the common stock, par value $0.01 per share,of the
Company.

         "Company" means World Access,  Inc. until a successor corporation shall
have become such pursuant to the applicable  provisions of this  Indenture,  and
thereafter "Company" shall mean such successor corporation.

         "Corporate Trust Office" means the principal  offices of the Trustee at
which at any particular time its corporate trust business shall be administered,
which  offices  as of the date of this  Indenture  are  located at 901 East Cary
Street, Second Floor,  Richmond,  Virginia 23219 and 999 Peachtree Street, Suite
1100, Atlanta, Georgia 30309.

         "Custodian"  means First Union National Bank, as custodian with respect
to the Notes in global form, or any successor entity thereto.

         "Default" means any event which is, or after notice or passage of time,
or both, would be, an Event of Default.

         "Depositary"  means,  with  respect to the Notes  issued or issuable in
whole or in part in global form,  the Person  designated  as  Depositary  by the
Company  pursuant  to Section 2.8 with  respect to such Notes (or any  successor
thereto).

         "Designated  Senior  Indebtedness"  means  the  Company's  Indebtedness
outstanding  from  time to time  under its  revolving  credit  facility  and any
particular  Senior  Indebtedness in which the instrument  creating or evidencing
the same or the  assumption  or  guarantee  thereof  (or related  agreements  or
documents to which the Company is a party)  expressly  provides that such Senior
Indebtedness  shall be  "Designated  Senior  Indebtedness"  for  purposes of the
Indenture (provided that such instrument,  agreement or other document may place
limitations and conditions on the right of such Senior  Indebtedness to exercise
the rights of Designated Senior Indebtedness).

         "DTC" means The  Depository  Trust  Company,  a limited  purpose  trust
company organized under the laws of the State of New York.

         "Euroclear" means the Euroclear System.

         "Event of Default" means any event  specified in Section  7.1(a),  (b),
(c), (d), (e), (f), (g) or (h).

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

         "Holder"  or  "Noteholder"  means  a  Person  in  whose  name a Note is
registered on the Note Register.

         "Indebtedness"   means,  with  respect  to  any  Person,   and  without
duplication,  (a) the  principal  of and  premium,  if any, and interest on, and
fees, costs,  enforcement  expenses,  collateral  protection  expenses and other
reimbursement  or  indemnity  obligations  in  respect  to all  indebtedness  or
obligations of the Company to any Person,  including,  but not limited to, banks
and other lending institutions,  for money borrowed that is evidenced by a note,
bond, loan agreement,  or similar  instrument or agreement  (including  purchase
money   obligations  with  original   maturities  in  excess  of  one  year  and
noncontingent reimbursement obligations in respect of amounts paid under letters
of credit), (b) all reimbursement  obligations and other liabilities (contingent
or otherwise) of such Person with respect to letters of credit,  bank guarantees
or bankers'  acceptances,  (c) all obligations  and  liabilities  (contingent or
otherwise) in respect of Capitalized  Lease  Obligations on the balance sheet of
such Person,  (d) all obligations of such Person  (contingent or otherwise) with
respect to an interest  rate or other  swap,  cap or collar  agreement  or other
similar instrument or agreement or foreign currency hedge, exchange, purchase or
similar  instrument  or  agreement,  (e) all direct or  indirect  guaranties  or
similar  agreements by such Person in respect of, and obligations or liabilities
(contingent  or  otherwise)  of such Person to purchase or otherwise  acquire or
otherwise assure a creditor against loss in respect of indebtedness, obligations
or  liabilities  of another  Person of the kind described in clauses (a) through
(d), (f) any indebtedness or other  obligations,  excluding any operating leases
the Company is  currently  (or may become) a party to,  described in clauses (a)
through (d) secured by any mortgage,  pledge, lien or other encumbrance existing
on property  which is owned or held by such  Person,  regardless  of whether the
indebtedness or other obligation secured thereby shall have been assumed by such
Person and (g) any and all deferrals, renewals, extensions and refundings of, or
amendments,  modifications  or supplements to, any  indebtedness,  obligation or
liability of the kind described in clauses (a) through (f).

         "Indenture"  means  this  instrument  as  originally  executed  or,  if
supplemented or amended as herein provided, as so supplemented or amended.

         "Initial Purchasers"  means  BT Alex. Brown Incorporated and Prudential
Securities Incorporated.

         "Institutional  Accredited Investor" means an institutional  accredited
investor within the meaning of Rule  501(a)(1),  (2), (3) or (7) of Regulation D
under the Securities Act.

         "Officer"  means the Chairman of the Board,  the  President,  the Chief
Financial Officer, the Controller, the Secretary, any Assistant Secretary or any
Vice President of the Company.

         "Officer's Certificate" means a certificate signed by two Officers, one
of whom must be the Chairman of the Board,  the President,  the Chief  Financial
Officer or a Vice President of the Company.

         "Opinion of  Counsel"  means a written  opinion of counsel,  who may be
counsel for the Company, and who shall be acceptable to the Trustee.

         "Person" means any individual, corporation, partnership, joint venture,
trust,  association,   joint  stock  company,   unincorporated  organization  or
government or any agency or political subdivision thereof.

         "PORTAL  Market"  means  the  Private  Offerings,   Resales and Trading
through  Automated  Linkages  Market  operated by the  National  Association  of
Securities Dealers, Inc. or any successor thereto.

         "Principal" or  "principal"  of a debt  security,  including the Notes,
means the principal of the security plus, when appropriate, the premium, if any,
on the security.

         "QIB" shall mean a "qualified  institutional  buyer" as defined in Rule
144A under the Securities Act.

         "Redemption  Date," when used with  respect to any Note to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

         "Redemption  Price," when used with respect to any Note to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

         "Registration  Rights Agreement" means that certain Registration Rights
Agreement,  dated as of October 1, 1997,  between  the  Company  and the Initial
Purchasers.

         "Regulation D" means Regulation D promulgated  under the Securities Act
(or any successor provision), as it may be amended from time to time.

         "Regulation S" means Regulation S promulgated  under the Securities Act
(or any successor provision), as it may be amended from time to time.

         "Representative" means the indenture trustee or other trustee, agent or
representative for the holders of any Senior Indebtedness.

         "Senior Indebtedness" means the principal of, premium, if any, interest
(including  all  interest  accruing   subsequent  to  the  commencement  of  any
bankruptcy  or  similar  proceeding,  whether  or not a claim for  post-petition
interest is allowable as a claim in any such  proceeding) and rent payable on or
in connection with, and all fees,  costs,  expenses and other amounts accrued or
due on or in connection with,  Indebtedness of the Company,  whether outstanding
on the  date  of  this  Indenture  or  thereafter  created,  incurred,  assumed,
guaranteed or in effect  guaranteed  by the Company  (including  all  deferrals,
renewals,   extensions  or  refundings  of,  or  amendments,   modifications  or
supplements  to,  the   foregoing),   unless  in  the  case  of  any  particular
Indebtedness the instrument creating or evidencing the same or the assumption or
guarantee thereof expressly  provides that such Indebtedness shall not be senior
in right of payment to the Notes or expressly provides that such Indebtedness is
"pari passu" with or "junior" to the Notes.  Notwithstanding the foregoing,  the
term Senior  Indebtedness  shall not include any  Indebtedness of the Company to
any Subsidiary of the Company.

         "SEC" or "Commission" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended,  and the
rules and regulations promulgated thereunder.

         "Subsidiary"  means with  respect to any Person,  (i) any  corporation,
association or other business  entity of which more than 50% of the total voting
power of shares of capital stock entitled  (without  regard to the occurrence of
any  contingency)  to vote in the  election of  directors,  managers or trustees
thereof is at the time owned or  controlled,  directly  or  indirectly,  by such
person or one or more Subsidiaries of such person (or a combination thereof) and
(ii) any partnership (a) the sole general partner or managing general partner of
which is such  person or a  Subsidiary  of such  person or (b) the only  general
partners of which are such person or one or more Subsidiaries of such Person (or
any combination thereof).

         "TIA" or "Trust  Indenture  Act" means the Trust  Indenture Act of 1939
(15 U.S.C.  ss.ss.77aaa-77666),  as amended by the Trust Indenture Reform Act of
1990,  and as in effect on the date of this  Indenture,  except as  provided  in
Sections  11.3,  15.6 and 16.5,  and except to the extent any  amendment  to the
Trust  Indenture Act expressly  provides for  application of the Trust Indenture
Act as in effect on another date.

         "Trading  Day" or "trading  day" means,  with respect to any  security,
each Monday,  Tuesday,  Wednesday,  Thursday  and Friday,  other than any day on
which securities are not traded on the exchange or market in which such security
is traded.

         "Transfer  Agent" means the transfer  agent for the Common Stock as may
be designated by the Company from time to time.

         "Trustee"  means  the  party  named as such in this  Indenture  until a
successor  replaces it in accordance with the provisions of this Indenture,  and
thereafter means the successor.

         "Trust   Officer"   means  any  officer  of  the  Trustee  with  direct
responsibility  for the  administration  of this  Indenture  or who is otherwise
exercising judgment with respect to this Indenture.

         "U.S. Government  Obligations" means direct noncallable obligations of,
or noncallable  obligations  guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States is pledged.

         "Vice President" when used with respect to the Company,  means any duly
appointed  vice  president,  whether or not  designated by a number or a word or
words added before or after the title "vice president."

         Section 1.2.         Other Definitions.

         TERM                                  DEFINED IN SECTION
         "Change in Control"                   Section 16.4
         "Closing Price"                       Section 15.5
         "Conversion Agent"                    Section 2.5
         "Conversion Price"                    Section 15.4
         "Current Market Price"                Section 15.5
         "Defaulted Interest"                  Section 2.3
         "Expiration Time"                     Section 15.5
         "Interest Payment Date"               Section 2.3
         "Global Note"                         Section 2.8
         "Paying Agent"                        Section 2.5
         "Payment Blockage Notice"             Section 4.2
         "Purchased Shares"                    Section 15.5
         "Record Date"                         Section 15.5
         "Registrar"                           Section 2.5
         "Regulation S Global Notes"           Section 2.8
         "Rule 144A Global Notes"              Section 2.8
         "Securities"                          Section 15.5
         "Trigger Event"                       Section 15.5

         Section 1.3.         Rules of Construction.

         Unless the context otherwise requires:

                  (1)    a term has the meaning assigned to it;

                  (2) an accounting  term not otherwise  defined has the meaning
assigned to it in accordance with generally  accepted  accounting  principles in
effect  on the  date  hereof,  and any  other  reference  in this  Indenture  to
"generally  accepted   accounting   principles"  refers  to  generally  accepted
accounting principles in effect on the date hereof;

                  (3) words in the singular include the plural, and words in the
plural include the singular;

                  (4) provisions  apply to successive  events and  transactions;
and

                  (5) "herein," "hereof" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision.

                                    ARTICLE II
                                    THE NOTES

         Section 2.1.         Designation, Amount and Issue of Notes.

         The Notes shall be designated as "4.5% Convertible  Subordinated  Notes
due 2002." Notes to exceed the aggregate  principal  amount of $100,000,000  (or
$115,000,000  if the  over-allotment  option  set forth in  Section  2(b) of the
Purchase Agreement, dated September 26, 1997, by and between the Company and the
Initial  Purchasers is exercised in full) upon the execution of this  Indenture,
or (except  pursuant to Sections  2.8,  2.9,  15.2 and 16.1 hereof) from time to
time thereafter, may be executed by the Company and delivered to the Trustee for
authentication,  and the Trustee shall thereupon  authenticate  and deliver said
Notes to or upon the written order of the Company, signed by its (a) Chairman of
the Board,  President  or any Vice  President  and (b)  Treasurer  or  Assistant
Treasurer or its Secretary or Assistant Secretary, without any further action by
the Company hereunder.

         Section 2.2.         Form of Notes.

         The Notes and the Trustee's  certificate of  authentication to be borne
by such Notes shall be  substantially  in the form set forth in Exhibit A, which
is incorporated in and part of this Indenture, with such appropriate insertions,
omissions,  substitutions  and other  variations as are required or permitted by
this Indenture.

         Any of the Notes  may have  such  letters,  numbers  or other  marks of
identification  and such  notations,  legends and  endorsements  as the Officers
executing the same may approve (execution  thereof to be conclusive  evidence of
such  approval)  and as  are  not  inconsistent  with  the  provisions  of  this
Indenture,  or as may be  required  to  comply  with any law or with any rule or
regulation  made  pursuant  thereto  or  with  any  rule  or  regulation  of any
securities  exchange  or  automated  quotation  system on which the Notes may be
listed, or to conform to usage.

         Any Note in global form shall represent such of the  outstanding  Notes
as shall be  specified  therein and shall  provide that it shall  represent  the
aggregate  amount of  outstanding  Notes from time to time endorsed  thereon and
that the aggregate amount of outstanding Notes represented thereby may from time
to time be  increased or reduced to reflect  transfers  or  exchanges  permitted
hereby.  Any  endorsement  of a Note in global form to reflect the amount of any
increase or  decrease in the amount of  outstanding  Notes  represented  thereby
shall be made by the Trustee or the Custodian,  at the direction of the Trustee,
in such  manner  and upon  instructions  given by the  Holder  of such  Notes in
accordance  with this  Indenture.  Payment  of  principal  of and  interest  and
premium,  if any, on any Note in global form shall be made to the Holder of such
Note.

         The terms and  provisions  contained  in the form of Note  attached  as
Exhibit A hereto shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable,  the Company and the Trustee,  by their
execution  and  delivery of this  Indenture,  expressly  agree to such terms and
provisions and to be bound thereby.

         Neither the Company nor the Trustee shall have any  responsibility  for
any  defect in the CUSIP  number  that  appears  on any Note,  check,  advice of
payment or redemption  notice,  and any such document may contain a statement to
the effect that CUSIP numbers have been assigned by an  independent  service for
convenience  of reference  and that neither the Company nor the Trustee shall be
liable for any inaccuracy in such numbers.

         Section 2.3.      Date and Denomination of Notes; Payments of Interest.

         The Notes shall be  issuable  in  registered  form  without  coupons in
denominations of $1,000  principal  amount  ($100,000 and integral  multiples of
$1,000 in excess thereof, in the case of Notes issued pursuant to Regulation D).
Every Note  shall be dated  October  1, 1997 and shall  bear  interest  from the
applicable  date  in each  case as  specified  on the  face of the  form of Note
attached as Exhibit A hereto.  Interest on the Notes shall be paid in arrears on
each April 1 and October 1 commencing April 1, 1998. Interest on the Notes shall
be computed on the basis of a 360-day year comprised of twelve 30-day months.

         The  Person  in  whose  name  any Note is  registered  at the  close of
business on any record date with respect to any Interest Payment Date (including
any Note that is  converted  after the record date and on or before the Interest
Payment Date) shall be entitled to receive the interest payable on such Interest
Payment Date  notwithstanding  the  cancellation of such Note upon any transfer,
exchange  or  conversion  subsequent  to the record date and on or prior to such
Interest  Payment  Date,  provided,  that in the case of any  Note,  or  portion
thereof, called for redemption on a Redemption Date or repurchased in connection
with a Change in Control on a  repurchase  date that is after a record  date and
prior to (but excluding) the next  succeeding  Interest  Payment Date,  interest
shall not be paid to the Person in whose name the Note, or portion  thereof,  is
registered  on the close of business  on such record date and the Company  shall
have no  obligation  to pay interest on such Note or such portion  except to the
extent required to be paid upon redemption or repurchase of such Note or portion
thereof  pursuant to Section 3.1 or 16.1 hereof.  Interest may, at the option of
the  Company,  be paid by check mailed to the address of such Person on the Note
register  provided  that,  with respect to any Holder of Notes with an aggregate
principal  amount  equal to or in excess of  $5,000,000  at the  request of such
Holder in  writing  to the  Company at least five (5) days prior to the date set
for payment of interest  (which shall then furnish written notice to such effect
to the Trustee),  interest on such Holder's Notes shall be paid by wire transfer
in immediately available funds in accordance with the wire transfer instructions
supplied by such Holder to the Trustee and Paying Agent (if  different  from the
Trustee).  The term "Interest  Payment Date" shall mean April 1 and October 1 of
each year  commencing  on April 1, 1998.  The term "record date" with respect to
any interest payment date shall mean the March 15 or September 15 preceding said
April 1 or October 1, respectively.

         Any interest on any Note which is payable,  but is not punctually  paid
or duly provided for, on any said April 1 or October 1 (herein called "Defaulted
Interest")  shall be paid by the  Company,  at its  election  in each  case,  as
provided in clause (1) or (2) below.

                           (1)   The Company  may elect to make  payment of  any
Defaulted  Interest to the Persons in whose names are registered at the close of
business on a special  record date for the payment of such  Defaulted  Interest,
which  shall be fixed in the  following  manner.  The Company  shall  notify the
Trustee in writing of the amount of  Defaulted  Interest to be paid on each Note
and the date of payment  (which shall not be less than 25 days after the receipt
by the Trustee of such notice,  unless the Trustee  shall  consent to an earlier
date), and at the same time the Company shall deposit with the Trustee an amount
of money equal to the aggregate  amount to be paid in respect of such  Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment,  such money when deposited to be held
in trust for the benefit of the Persons  entitled to such Defaulted  Interest as
in this clause  provided.  Thereupon the Trustee shall fix a special record date
for the payment of such Defaulted  Interest which shall be not more than 15 days
and not less than ten (10) days prior to the date of the  proposed  payment  and
not less than ten (10) days after the  receipt  by the  Trustee of the notice of
the proposed  payment.  The Trustee  shall  promptly  notify the Company of such
special  record date and, in the name and at the expense of the  Company,  shall
cause notice of the proposed payment of such Defaulted  Interest and the special
record  date  therefor  to be  mailed,  first-class  postage  prepaid,  to  each
Noteholder at his address as it appears in the Note register,  not less than ten
(10) days prior to such special record date.  Notice of the proposed  payment of
such  Defaulted  Interest and the special  record date  therefor  having been so
mailed,  such Defaulted Interest shall be paid to the Persons in whose names the
Notes were  registered at the close of business on such special  record date and
shall no longer be payable pursuant to the following clause (2).

                           (2) The  Company  may make  payment of any  Defaulted
Interest in any other lawful
manner not  inconsistent  with the  requirements  of any securities  exchange or
automated  quotation  system on which the Notes may be listed or designated  for
listing,  and upon such notice as may be required by such  exchange or automated
quotation  system,  if,  after  notice is given by the Company in writing to the
Trustee of the proposed payment pursuant to this clause,  such manner of payment
shall be deemed practicable by the Trustee.

         Section 2.4.         Execution of Notes.

         The Notes  shall be signed in the name and on behalf of the  Company by
the manual or facsimile  signage of its Chairman of the Board,  President or any
Vice  President  and  attested  by the  manual  or  facsimile  signature  of its
Secretary or any of its Assistant Secretaries (which may be printed, engraved or
otherwise  reproduced  thereon,  by facsimile or otherwise).  Only such Notes as
shall bear thereon a certificate of authentication substantially in the form set
forth on the form of Note attached as Exhibit A hereto, manually executed by the
Trustee  (or an  authenticating  agent  appointed  by the Trustee as provided by
Section 17.11),  shall be entitled to the benefits of this Indenture or be valid
or  obligatory  for any  purpose.  Such  certificate  by the Trustee (or such an
authenticating  agent) upon any Note executed by the Company shall be conclusive
evidence  that  the  Note so  authenticated  has  been  duly  authenticated  and
delivered  hereunder  and that the Holder is  entitled  to the  benefits of this
Indenture. Each Note shall be dated the date of its authentication.

         In case any  Officer who shall have signed any of the Notes shall cease
to be such Officer before the Notes so signed shall have been  authenticated and
delivered by the Trustee, or disposed of by the Company, such Notes nevertheless
may be  authenticated  and  delivered  or  disposed  of as though the Person who
signed  such Notes had not ceased to be such  Officer and any Note may be signed
on behalf of the Company by such Persons as, at the actual date of the execution
of  such  Note,  shall  be the  proper  Officers,  although  at the  date of the
execution of this Indenture any such Person was not such an Officer.

         Section 2.5.         Registrar, Paying Agent and Conversion Agent.

         The  Company  shall  maintain  an office or agency  where  Notes may be
presented for  registration  of transfer or for exchange (the  "Registrar"),  an
office or agency where Notes may be presented for payment (the "Paying  Agent"),
an office or agency where Notes may be presented for conversion (the "Conversion
Agent") and an office or agency where notices and demands to or upon the Company
in respect of the Notes and this  Indenture may be served.  The Registrar  shall
keep a register of the Notes and of their transfer and exchange.

         The Company shall enter into an appropriate  agency  agreement with any
Agent  not a  party  to  this  Indenture.  The  agreement  shall  implement  the
provisions of this Indenture that relate to such Agent. The Company shall notify
the  Trustee in writing of the name and address of any Agent not a party to this
Indenture.  If  the  Company  fails  to  maintain  a  Registrar,  Paying  Agent,
Conversion  Agent or agent for service of notices and demands,  or fails to give
the foregoing notice, the Trustee shall act as such.

         The Company initially appoints the Trustee as Registrar,  Paying Agent,
Conversion Agent and agent for service of notices and demands in connection with
the Notes.

         Section 2.6.         Paying Agent to Hold Money in Trust.

         On or prior to each due date of the  principal  of or  interest  on any
Securities,  the Company shall deposit with the Paying Agent a sum sufficient to
pay such principal or interest so becoming due. Subject to Sections 4.1, 4.2 and
4.3,  the Paying  Agent  shall  hold in trust for the  benefit of Holders or the
Trustee all money held by the Paying  Agent for the payment of  principal  of or
interest  on the  Notes,  and shall  notify the  Trustee  of any  default by the
Company (or any other obligor on the Notes) in making any such  payment.  If the
Company or an  Affiliate of the Company acts as Paying  Agent,  it shall,  on or
before each due date of the principal of or interest on any Notes, segregate the
money and hold it as a separate  trust fund. The Company at any time may require
a Paying Agent to pay all money held by it to the Trustee and the Trustee may at
any time during the continuance of any default, upon written request to a Paying
Agent,  require such Paying  Agent to  forthwith  pay to the Trustee all sums so
held in trust by such Paying Agent.  Upon doing so, the Paying Agent (other than
the Company) shall have no further liability for the money.

         Section 2.7.         Noteholder Lists.

         The  Trustee  shall  preserve  in as  current  a form as is  reasonably
practicable  the most recent list  available to it of the names and addresses of
Holders.  If the Trustee is not the Registrar,  the Company shall furnish to the
Trustee on or before each  interest  payment date and at such other times as the
Trustee  may  request  in writing a list in such form and as of such date as the
Trustee may  reasonably  require of the names and addresses of Holders,  and the
Company shall otherwise comply with TIA Section 312(a).

         Section 2.8.         Exchange  and  Registration  of Transfer of Notes;
                              Restrictions on Transfer; Depositary.

         (a) The Company shall cause to be kept at the Corporate  Trust Office a
register  (the  register  maintained  in such office and in any other  office or
agency of the Company designated  pursuant to Section 5.3 being herein sometimes
collectively  referred  to as the "Note  register")  in which,  subject  to such
reasonable  regulations as it may  prescribe,  the Company shall provide for the
registration  of Notes and of transfers of Notes.  The Note register shall be in
written form or in any form capable of being  converted into written form within
a reasonably prompt period of time. The Trustee is hereby appointed  "Registrar"
for the purpose of registering  Notes and transfers of Notes as herein provided.
The Company may appoint one or more  co-Registrars  in  accordance  with Section
5.3.

                           Upon  surrender  for  registration  of   transfer  of
any  Note  to  the  Registrar  or  any  co-Registrar,  and  satisfaction  of the
requirements  for such transfer set forth in this Section 2.8, the Company shall
execute,  and the Trustee  shall  authenticate  and deliver,  in the name of the
designated  transferee or  transferees,  one or more new Notes of any authorized
denominations  and  of a  like  aggregate  principal  amount  and  bearing  such
restrictive legends as may be required by this Indenture.

                           Notes  may  be  exchanged  for  other  Notes  of  any
authorized  denominations  and  of  a  like  aggregate  principal  amount,  upon
surrender of the Notes to be  exchanged at any such office or agency  maintained
by the Company  pursuant to Section 5.3.  Whenever any Notes are so  surrendered
for exchange,  the Company shall execute, and the Trustee shall authenticate and
deliver,  the Notes  which the  Noteholder  making the  exchange  is entitled to
receive bearing registration numbers not contemporaneously outstanding.

                           Whenever any Notes are to be issued  pursuant to this
Indenture,  the Company  shall  deliver to the Trustee an Officer's  Certificate
specifying  the  amount of Notes to be  authenticated  and  certifying  that all
conditions  precedent to the issuance of such Notes  contained in this Indenture
have been complied with.

                           All Notes issued  upon any  registration  of transfer
or exchange of Notes shall be the valid  obligations of the Company,  evidencing
the same debt,  and entitled to the same benefits under this  Indenture,  as the
Notes surrendered upon such registration of transfer or exchange.

                           All Notes presented or surrendered  for  registration
of transfer or for exchange,  redemption,  repurchase or conversion shall (if so
required by the Company or the Registrar) be duly endorsed, or be accompanied by
a written  instrument or  instruments  of transfer in form  satisfactory  to the
Company and the Trustee,  and the Notes shall be duly executed by the Noteholder
thereof or his attorney duly authorized in writing.

                           No service charge shall be made for any  registration
of transfer  or  exchange  of Notes,  but the Company or the Trustee may require
payment of a sum sufficient to cover any tax,  assessment or other  governmental
charge that may be imposed in connection  with any  registration  of transfer or
exchange of Notes.

                           Neither the Company nor the Trustee nor any Registrar
nor any co-Registrar shall be required to exchange or register a transfer of (a)
any Notes for a period of 15 days next  preceding  any  selection of Notes to be
redeemed or (b) any Notes or portions thereof called for redemption  pursuant to
Article  III or (c) any Notes or portions  thereof  surrendered  for  conversion
pursuant to Article XV.

                           (b)  So long as the Notes are eligible for book-entry
settlement with the Depositary,  unless otherwise  required by law, all Notes to
be traded (i) on the PORTAL Market shall be represented by a Note in global form
(the "Rule 144A Global  Note") or (ii) to a Person who is not a U.S.  Person (as
defined in Regulation S) who is acquiring the Note in an offshore transaction (a
"Foreign Person") in accordance with Regulation S shall be represented by a Note
in global form (the  "Regulation S Global Note") (the Rule 144 A Global Note and
the Regulation S Global Note  collectively  referred to in this Indenture as the
"Global Note"), the Rule 144A Global Note and the Regulation S Global Note being
registered in the name of the Depositary or the nominee of the  Depositary.  The
transfer and exchange of beneficial interests in the Global Note, which does not
involve the issuance of a Note in certificated  form,  shall be effected through
the  Depositary,  in accordance with this Indenture  (including  restrictions on
transfer set forth herein) and the procedures of the Depositary therefor.

                           At any time at the  request of the  beneficial Holder
of an interest in the Global Note to obtain a Note in  certificated  form,  such
beneficial  Holder shall be entitled to obtain a Note in certificated  form upon
written request to the Trustee and the Custodian in accordance with the standing
instructions  and procedures  existing  between the Custodian and Depositary for
the issuance  thereof.  Upon receipt of any such  request,  the Trustee,  or the
Custodian at the discretion of the Trustee,  will cause,  in accordance with the
standing,  instructions  and procedures  existing between the Depositary and the
Custodian,  the  aggregate  principal  amount  of the Rule 144A  Global  Note or
Regulation S Global Note, as appropriate,  to be reduced by the principal amount
of the Note in certified form issued upon such request to such beneficial Holder
and,  following  such  reduction,  the Company will execute and the Trustee will
authenticate  and deliver to such  beneficial  Holder (or its nominee) a Note or
Notes in certificated form in the appropriate  aggregate principal amount in the
name of such  beneficial  Holder (or its nominee)  and bearing such  restrictive
legends as may be required by this Indenture.

                           Any  transfer of a  beneficial interest in the Global
Note which cannot be effected through book-entry  settlement must be effected by
the  delivery  to the  transferee  (or  its  nominee)  of a  Note  or  Notes  in
certificated  form  registered in the name of the transferee (or its nominee) on
the  books   maintained  by  the  Registrar  in  accordance  with  the  transfer
restrictions set forth herein.  With respect to any such transfer,  the Trustee,
or the Custodian at the direction of the Trustee, will cause, in accordance with
the standing instructions and procedures existing between the Depositary and the
Custodian,  the  aggregate  principal  amount  of the Rule 144A  Global  Note or
Regulation S Global Note to be reduced by the principal amount of the respective
beneficial  interest in the Rule 144A Global  Note or  Regulation  S Global Note
being  transferred and,  following such reduction,  the Company will execute and
the  Trustee  will   authenticate   and  deliver  to  the  transferee  (or  such
transferee's  nominee, as the case may be), a Note or Notes in certificated form
in the appropriate aggregate principal amount in the name of such transferee (or
its  nominee)  bearing  such  restrictive  legends  as may be  required  by this
Indenture.

                           (c) So long as the Notes are eligible for  book-entry
settlement, or unless otherwise
required by law,  upon any transfer of a Note in  certificated  form to a QIB in
accordance  with Rule 144A or a Foreign Person in accordance with the Regulation
S,  and  upon  receipt  of the  Note or  Notes  in  certificated  form  being so
transferred,  together  with  a  certification  from  the  transferor  that  the
transferee is a QIB or a Foreign Person (or other evidence  satisfactory  to the
Trustee),  the  Trustee  shall  make,  or  direct  the  Custodian  to  make,  an
endorsement  on the Rule 144A Global Note or Regulation S Global Note to reflect
an increase in the aggregate  principal  amount of the Notes  represented by the
Rule 144A Global Note or Regulation S Global Note,  and the Trustee shall cancel
such Note or Notes in  certificated  form and cause,  or direct the Custodian to
cause,  in accordance  with the standing  instructions  and procedures  existing
between the  Depositary  and the Custodian,  the aggregate  principal  amount of
Notes represented by the Rule 144A Global Note or Regulation S Global Note to be
increased  accordingly  provided that no Note in  certificated  form, or portion
thereof, in respect of which the Company or an Affiliate of the Company held any
beneficial  interest  shall be  included  in the Global  Note until such Note in
certificated  form is freely  tradable in accordance  with Rule 144(k)  provided
further  that the  Trustee  shall  issue  Notes in  certificated  form  upon any
transfer  of a  beneficial  interest  in the  Global  Note to the  Company or an
Affiliate of the Company.

                           Any   Global  Note  may  be  endorsed  with  or  have
incorporated  in the text  thereof  such  legends or  recitals  or  changes  not
inconsistent  with the  provisions  of this  Indenture as may be required by the
Custodian,  the Depositary or by the National Association of Securities Dealers,
Inc. in order for the Notes to be  tradable on the PORTAL  Market or tradable on
Euroclear  or Cedel or as may be  required  for the Notes to be  tradable on any
other  market  developed  for  trading of  securities  pursuant  to Rule 144A or
Regulation S under the  Securities Act or required to comply with any applicable
law or any  regulation  thereunder  or with the  rules  and  regulations  of any
securities  exchange or automated  quotation  system upon which the Notes may be
listed or traded  or to  conform  with any usage  with  respect  thereto,  or to
indicate any special  limitations or restrictions to which any particular  Notes
are subject.

                           (d) Every Note that bears or is  required  under this
Section 2.8(d) to bear the
legend set forth in this Section  2.8(d)  (together with any Common Stock issued
upon  conversion  of the  Notes and  required  to bear the  legend  set forth in
Section 2.8(e),  collectively,  the "Restricted  Notes") shall be subject to the
restrictions on transfer set forth in this Section 2.8(d)  (including  those set
forth in the legend set forth below) unless such  restrictions on transfer shall
be  waived  by  written  consent  of the  Company  (with  written  notice to the
Trustee),  and the Holder of each such  Restricted  Note,  by such  Noteholder's
acceptance thereof,  agrees to be bound by all such restrictions on transfer. As
used in Section 2.8(d) and 2.8(e),  the term  "transfer"  encompasses  any sale,
pledge, transfer or other disposition whatsoever of any Restricted Note.

                           Until  two  (2) years  after  the  original  issuance
date of any Note, any certificate  evidencing such Note (and all Notes issued in
exchange  therefor or  substitution  thereof,  other than Common Stock,  if any,
issued upon conversion thereof, which shall bear the legend set forth in Section
2.8(e),  if applicable) shall bear a legend in substantially the following form,
unless otherwise  agreed by the Company in writing,  with written notice thereof
to the Trustee:

                           THE NOTE  EVIDENCED  HEREBY HAS NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE U.S.
SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "SECURITIES  ACT")  OR  ANY  STATE
SECURITIES LAWS, AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE  ACCOUNT OR BENEFIT  OF,  U.S.  PERSONS,  EXCEPT AS SET
FORTH BELOW.

                           BY ITS ACQUISITION HEREOF, THE HOLDER: (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED  INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE  SECURITIES  ACT) OR (B) IT IS AN  INSTITUTIONAL  "ACCREDITED  INVESTOR" (AS
DEFINED  IN  RULE  501(a)(1),   (2),  (3)  or  (7)  UNDER  THE  SECURITIES  ACT)
("INSTITUTIONAL  ACCREDITED  INVESTOR")  OR (C) IT IS NOT A U.S.  PERSON  AND IS
ACQUIRING THE NOTE EVIDENCED HEREBY IN AN OFFSHORE TRANSACTION;  (2) AGREES THAT
IT WILL NOT PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF THE  ORIGINAL
ISSUANCE OF THE NOTE  EVIDENCED  HEREBY AND THE LAST DATE ON WHICH WORLD ACCESS,
INC.  (THE  "COMPANY")  OR ANY  "AFFILIATE"  (AS  DEFINED  IN RULE 144 UNDER THE
SECURITIES  ACT) OF THE  COMPANY  WAS THE  OWNER OF THE NOTE  (THE  "RESTRICTION
TERMINATION DATE") RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE
COMMON STOCK ISSUABLE UPON  CONVERSION OF SUCH NOTE EXCEPT (A) TO THE COMPANY OR
ANY   SUBSIDIARY   THEREOF,   (B)  INSIDE  THE  UNITED  STATES  TO  A  QUALIFIED
INSTITUTIONAL  BUYER IN COMPLIANCE  WITH RULE 144A UNDER THE SECURITIES ACT, (C)
INSIDE THE UNITED STATES TO AN INSTITUTIONAL  ACCREDITED INVESTOR THAT, PRIOR TO
SUCH  TRANSFER,  FURNISHES  TO FIRST  UNION  NATIONAL  BANK,  AS  TRUSTEE  (OR A
SUCCESSOR   TRUSTEE,   AS  APPLICABLE),   A  SIGNED  LETTER  CONTAINING  CERTAIN
REPRESENTATIONS  AND AGREEMENTS  RELATING TO THE RESTRICTIONS ON TRANSFER OF THE
NOTE  EVIDENCED  HEREBY  (THE FORM OF WHICH  LETTER  CAN BE  OBTAINED  FROM SUCH
TRUSTEE OR A SUCCESSOR TRUSTEE, AS APPLICABLE), (D) OUTSIDE THE UNITED STATES IN
AN OFFSHORE  TRANSACTION IN COMPLIANCE  WITH RULE 904 UNDER THE SECURITIES  ACT,
(E) PURSUANT TO THE EXEMPTION FROM  REGISTRATION  PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED  EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH TRANSFER);  AND (3) AGREES THAT IT WILL DELIVER TO
EACH  PERSON  TO  WHOM  THE  NOTE  EVIDENCED  HEREBY  IS  TRANSFERRED  A  NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

                           IN CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED
HEREBY  BEFORE THE  RESTRICTION  TERMINATION  DATE,  THE  HOLDER  MUST CHECK THE
APPROPRIATE  BOX SET FORTH ON THE REVERSE HEREOF  RELATING TO THE MANNER OF SUCH
TRANSFER  AND SUBMIT THIS NOTE TO FIRST UNION  NATIONAL  BANK,  AS TRUSTEE (OR A
SUCCESSOR  TRUSTEE,  AS  APPLICABLE).  IF THE  PROPOSED  TRANSFER IS PURSUANT TO
CLAUSE (C), (D) OR (E) ABOVE, THE HOLDER MUST,  PRIOR TO SUCH TRANSFER,  FURNISH
TO  FIRST  UNION  NATIONAL  BANK,  AS  TRUSTEE  (OR  A  SUCCESSOR  TRUSTEE,   AS
APPLICABLE), SUCH CERTIFICATIONS,  LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY
REASONABLY  REQUIRE TO CONFIRM THAT SUCH  TRANSFER IS BEING MADE  PURSUANT TO AN
EXEMPTION  FROM,  OR  IN  A  TRANSACTION   NOT  SUBJECT  TO,  THE   REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

                           THIS  LEGEND  WILL BE  REMOVED  AFTER  THE EXPIRATION
OF TWO YEARS FROM THE ORIGINAL  ISSUANCE OF THE NOTE EVIDENCED  HEREBY.  AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

                           Any Note  (or   security   issued   in   exchange  or
substitution  therefor)  as to which such  restrictions  on transfer  shall have
expired in accordance with their terms or as to which the conditions for removal
of the  foregoing  legend  set forth  therein  have  been  satisfied  may,  upon
surrender of such Note for  exchange to the  Registrar  in  accordance  with the
provisions  of this Section 2.8, be exchanged  for a new Note or Notes,  of like
tenor and  aggregate  principal  amount,  which  shall not bear the  restrictive
legend required by this Section 2.8(d).

                          Notwithstanding any other provisions of this Indenture
(other than the provisions  set forth in the second  paragraph of Section 2.8(b)
and in this Section  2.8(d),  a Global Note may not be transferred as a whole or
in part except by the  Depositary to a nominee of the Depositary or by a nominee
of the Depositary to the  Depositary or another  nominee of the Depositary or by
the  Depositary  or any such nominee to a successor  Depositary  or a nominee of
such successor Depositary.

                           The  Depositary shall be a clearing agency registered
under the Exchange  Act. The Company  initially  appoints The  Depository  Trust
Company to act as Depositary  with respect to the Global Notes.  Initially,  the
Rule 144A Global Note shall be deposited  with, or on behalf of, the  Depositary
and  registered  in the name of Cede & Co.,  as the  nominee of the  Depositary.
Initially,  the  Regulation S Global Note shall be deposited  with, or on behalf
of, the  Depositary  and registered in the name of Cede & Co., as the nominee of
the Depositary, for the accounts of Euroclear and Cedel.

                           The  Trustee is hereby  authorized  and  requested to
execute  and  deliver a Letter  of  Representation  to the  Depositary  and,  in
connection  with any  successor  nominee  for the  Depositary  or any  successor
Depositary,  enter into comparable arrangements,  and shall have the same rights
with  respect to its  actions  thereunder  as it has with  respect to its action
under this Indenture.

                           If  at any time the  Depositary  for the Global  Note
notifies the Company  that it is  unwilling or unable to continue as  Depositary
for the Global Note, the Company may appoint a successor Depositary with respect
to such Global Note.  If a successor  Depositary is not appointed by the Company
within 90 days after the Company receives such notice, the Company will execute,
and the Trustee, upon receipt of an Officers' Certificate for the authentication
and delivery of Notes,  will  authenticate  and deliver,  Notes in  certificated
form,  in an aggregate  principal  amount equal to the  principal  amount of the
Global Note, in exchange for the Global Note.

                           If a Note in certificated  form is issued in exchange
for any  portion of a Global  Note after the close of  business at the office or
agency where such  exchange  occurs on any record date and before the opening of
business at such office or agency on the next succeeding  Interest Payment Date,
interest  will not be payable on such  interest  payment date in respect of such
Note,  but will be payable on such  interest  payment date only to the Person to
whom  interest  in respect of such  portion  of such  Global  Note is payable in
accordance with the provisions of this Indenture.

                           Notes in  certificated  form issued  in  exchange for
all or a part of a Global Note  pursuant to this Section 2.8 shall be registered
in such names and in such authorized  denominations as the Depositary,  pursuant
to  instruction  from its direct or indirect  participants  or otherwise,  shall
instruct the Trustee in writing. Upon execution and authentication,  the Trustee
shall deliver such Notes in certificated form to the Persons in whose names such
Notes in certificated form are so registered.

                           At such time as all interests in a Global  Note  have
been  redeemed,  repurchased,   converted,  canceled,  exchanged  for  Notes  in
certificated  form,  or  transferred  to a  transferee  who  receives  Notes  in
certificated form, such Global Note shall, upon receipt thereof,  be canceled by
the Trustee in accordance  with standing  procedures and  instructions  existing
between  the  Depositary   and  the  Custodian.   At  any  time  prior  to  such
cancellation,  if any  interest  in a  Global  Note is  exchanged  for  Notes in
certificated form, redeemed, converted,  repurchased or canceled, or transferred
to a transferee who receives Notes in certificated  form therefor or any Note in
certificated  form is exchanged or  transferred  for part of a Global Note,  the
principal  amount of such Global Note shall,  in  accordance  with the  standing
procedures and  instructions  existing between the Depositary and the Custodian,
be  appropriately  reduced or increased,  as the case may be, and an endorsement
shall be made on such  Global  Note,  by the  Trustee or the  Custodian,  at the
direction of the Trustee, to reflect such reduction or increase. In the event of
any transfer of any  beneficial  interest  between the Rule 144A Global Note and
the  Regulation S Global Note in  accordance  with the standing  procedures  and
instructions   between  the  Depositary  and  the  Custodian  and  the  transfer
restrictions  set forth herein,  the aggregate  principal  amount of each of the
Rule 144A Global Note and the  Regulation  S Global Note shall be  appropriately
increased or decreased,  as the case may be, and an endorsement shall be made on
each of the Rule  144A  Global  Note  and the  Regulation  S Global  Note by the
Trustee or the  Custodian,  at the  direction  of the  Trustee,  to reflect such
reduction or increase.

                           (e) Until two (2) years after the  original  issuance
date of any Note, any stock
certificate  representing Common Stock issued upon conversion of such Note shall
bear a legend in substantially  the following form, unless such Common Stock has
been  transferred  pursuant to a  registration  statement that has been declared
effective  under the Securities Act (and which  continues to be effective at the
time of such  transfer) or such Common Stock has been issued upon  conversion of
Notes that have been transferred  pursuant to a registration  statement that has
been declared  effective under the Securities Act, or unless otherwise agreed by
the Company in writing with written notice thereof to the Transfer Agent and the
Registrar:

                           THE  COMMON  STOCK   EVIDENCED   HEREBY  HAS NOT BEEN
REGISTERED  UNDER THE U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES
ACT"), OR ANY STATE  SECURITIES  LAWS, AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR
SOLD  WITHIN THE UNITED  STATES OR TO, OR FOR THE  ACCOUNT OR BENEFIT  OF,  U.S.
PERSONS EXCEPT AS SET FORTH BELOW.

                           THE HOLDER  HEREOF AGREES THAT PRIOR TO THE DATE THAT
IS TWO  YEARS  AFTER  THE LATER OF THE  ORIGINAL  ISSUANCE  OF THE NOTE UPON THE
CONVERSION  OF WHICH THE COMMON STOCK  EVIDENCED  HEREBY WAS ISSUED AND THE LAST
DATE ON WHICH WORLD ACCESS,  INC. (THE COMPANY") OR ANY  "AFFILIATE" (AS DEFINED
IN RULE 144 UNDER THE  SECURITIES  ACT) OF THE COMPANY WAS THE OWNER OF THE NOTE
OR THE COMMON STOCK EVIDENCED HEREBY (THE "RESTRICTION  TERMINATION  DATE"); (1)
IT WILL NOT RESELL OR  OTHERWISE  TRANSFER  THE COMMON  STOCK  EVIDENCED  HEREBY
EXCEPT (A) TO THE  COMPANY,  OR ANY  SUBSIDIARY  THEREOF,  (B) INSIDE THE UNITED
STATES TO A "QUALIFIED  INSTITUTIONAL  BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN COMPLIANCE WITH RULE 144A, (C) INSIDE THE UNITED STATES TO AN
INSTITUTIONAL  "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1),  (2), (3) OR
(7)  UNDER  THE  SECURITIES  ACT)  THAT,  PRIOR TO SUCH  TRANSFER  FURNISHES  TO
CONTINENTAL STOCK TRANSFER AND TRUST COMPANY,  AS TRANSFER AGENT (OR A SUCCESSOR
TRANSFER   AGENT,   AS   APPLICABLE),   A  SIGNED  LETTER   CONTAINING   CERTAIN
REPRESENTATIONS  AND AGREEMENTS  RELATING TO THE RESTRICTIONS ON TRANSFER OF THE
COMMON STOCK  EVIDENCED  HEREBY (THE FORM OF WHICH  LETTER CAN BE OBTAINED  FROM
SUCH TRANSFER AGENT OR A SUCCESSOR  TRANSFER AGENT, AS APPLICABLE),  (D) OUTSIDE
THE UNITED STATES IN AN OFFSHORE  TRANSACTION IN COMPLIANCE  WITH RULE 904 UNDER
THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION  PROVIDED BY
RULE  144  UNDER  THE  SECURITIES  ACT  (IF  AVAILABLE),  OR (F)  PURSUANT  TO A
REGISTRATION  STATEMENT  WHICH HAS BEEN DECLARED  EFFECTIVE UNDER THE SECURITIES
ACT (AND WHICH  CONTINUES  TO BE EFFECTIVE  AT THE TIME OF SUCH  TRANSFER);  (2)
PRIOR TO SUCH TRANSFER  BEFORE THE  RESTRICTION  TERMINATION  DATE (OTHER THAN A
TRANSFER  PURSUANT TO CLAUSE 1(F)  ABOVE),  IT WILL  FURNISH  CONTINENTAL  STOCK
TRANSFER AND TRUST COMPANY, AS TRANSFER AGENT (OR A SUCCESSOR TRANSFER AGENT, AS
APPLICABLE), SUCH CERTIFICATIONS,  LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY
REASONABLY  REQUIRE TO CONFIRM THAT SUCH  TRANSFER IS BEING MADE  PURSUANT TO AN
EXEMPTION  FROM,  OR  IN  A  TRANSACTION   NOT  SUBJECT  TO,  THE   REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND (3) IT WILL  DELIVER TO EACH PERSON TO
WHOM THE COMMON STOCK  EVIDENCED  HEREBY IS  TRANSFERRED  (OTHER THAN A TRANSFER
PURSUANT  TO CLAUSE  1(F)  ABOVE) A NOTICE  SUBSTANTIALLY  TO THE EFFECT OF THIS
LEGEND.

                           THIS  LEGEND   WILL BE REMOVED  UPON THE  EARLIER  OF
THE TRANSFER OF THE COMMON STOCK EVIDENCED  HEREBY PURSUANT TO CLAUSE 1(F) ABOVE
OR UPON THE  RESTRICTION  TERMINATION  DATE OR UPON THE EARLIER  SATISFACTION OF
CONTINENTAL STOCK TRANSFER AND TRUST COMPANY,  AS TRANSFER AGENT (OR A SUCCESSOR
TRANSFER  AGENT,  AS  APPLICABLE),  THAT THE  COMMON  STOCK HAS BEEN OR IS BEING
OFFERED AND SOLD IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT.

                           AS USED HEREIN,  THE  TERMS  "OFFSHORE  TRANSACTION,"
"UNITED STATES" AND "U.S.  PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
S UNDER THE SECURITIES ACT.

                           Any such  Common Stock as to which such  restrictions
on transfer shall have expired in accordance with their terms or as to which the
conditions  for  removal of the  foregoing  legend set forth  therein  have been
satisfied may, upon surrender of the  certificates  representing  such shares of
Common  Stock for exchange in  accordance  with the  procedures  of the transfer
agent for the Common Stock,  be exchanged for a new  certificate or certificates
for a like  number  of  shares  of  Common  Stock,  which  shall  not  bear  the
restrictive legend required by this Section 2.8(e). The Company shall advise the
Trustee  in  writing  as to the  termination  of the  restricted  period and the
Trustee may rely conclusively thereon.

                           (f)  Any  certificate evidencing a Note that has been
transferred  to an  Affiliate  of the  Company  within  two (2) years  after the
original issuance date of the Note, as evidenced by a notation on the Assignment
Form for such  transfer or in the  representation  letter  delivered  in respect
thereof  (substantially  in the form  attached  as an  exhibit  to the  Offering
Memorandum),  shall, until two (2) years after the last day on which the Company
or any  Affiliate  of the  Company  was an owner of such Note,  bear a legend in
substantially  the following form,  unless otherwise agreed by the Company (with
written notice thereof to the Trustee):

                           THE  NOTE  EVIDENCED  HEREBY HAS NOT BEEN  REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
STATE SECURITIES LAWS, AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED  STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.  PERSONS  EXCEPT AS
SET FORTH IN THE FOLLOWING SENTENCE.

                           BY  ACQUISITION  HEREOF,  THE HOLDER  AGREES (1) THAT
IT WILL NOT RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE COMMON
STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE EXCEPT (A) TO WORLD ACCESS,  INC. OR
ANY SUBSIDIARY THEREOF, (B) IN A TRANSACTION REGISTERED UNDER THE SECURITIES ACT
OR (C) PURSUANT TO THE EXEMPTION  FROM  REGISTRATION  PROVIDED BY RULE 144 UNDER
THE SECURITIES ACT (IF AVAILABLE) AND (2) THAT IT WILL DELIVER TO EACH PERSON TO
WHOM THE NOTE  EVIDENCED  HEREBY IS  TRANSFERRED A NOTICE  SUBSTANTIALLY  TO THE
EFFECT OF THIS  LEGEND.  THIS LEGEND  SHALL BE REMOVED  UPON THE TRANSFER OF THE
NOTE EVIDENCED  HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE
PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE.

                           IF THE PROPOSED TRANSFER IS PURSUANT TO THE EXEMPTION
FROM  REGISTRATION  PROVIDED BY RULE 144 UNDER THE  SECURITIES  ACT,  THE HOLDER
MUST,  PRIOR TO SUCH  TRANSFER,  FIRST  UNION  NATIONAL  BANK,  AS TRUSTEE (OR A
SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS,  LEGAL OPINIONS OR OTHER
INFORMATION AS THE COMPANY MAY REASONABLY  REQUIRE TO CONFIRM THAT SUCH TRANSFER
IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                           AS  USED HEREIN,  THE TERMS "UNITED STATES" AND "U.S.
PERSON" HAVE THE  MEANINGS  GIVEN TO THEM BY  REGULATION S UNDER THE  SECURITIES
ACT.

                           Any  stock  certificate  representing   Common  Stock
issued upon  conversion  of such Note shall also bear a legend in  substantially
the form indicated  above,  unless otherwise agreed by the Company (with written
notice thereof to the Trustee).

                           (g)   Neither  the  Company  nor  the  Trustee  shall
have any  responsibility  for any actions taken or not taken by the  Depositary,
Euroclear or Cedel.

         Section 2.9.         Mutilated, Destroyed, Lost or Stolen Notes.

         In case  any Note  shall  become  mutilated  or be  destroyed,  lost or
stolen,  the  Company  in its  discretion  may  execute  and upon  receipt of an
Officer's Certificate for the authentication and delivery of Notes, the Trustee,
or an  authenticating  agent appointed by the Trustee,  shall  authenticate  and
deliver  a new Note,  bearing a number  not  contemporaneously  outstanding,  in
exchange  and  substitution  for  the  mutilated  Note,  or in  lieu  of  and in
substitution  for the Note so  destroyed,  lost or  stolen.  In  every  case the
applicant  for a substituted  Note shall furnish to the Company,  to the Trustee
and, if applicable,  to such authenticating  agent such security or indemnity as
may be required by them to save each of them  harmless for any loss,  liability,
cost or expense  caused by or connected  with such  substitution,  and, in every
case of destruction,  loss or theft, the applicant shall furnish to the Company,
to the Trustee and, if  applicable,  to such  authenticating  agent  evidence to
their  satisfaction  of the  destruction,  loss or theft of such Note and of the
ownership thereof.

         The  Trustee or such  authenticating  agent may  authenticate  any such
substituted  Note and  deliver  the same upon the  receipt of such  security  or
indemnity as the Trustee,  the Company and, if applicable,  such  authenticating
agent may require. Upon the issuance of any substituted Note, the Company or the
Trustee may require  the payment of a sum  sufficient  to cover any tax or other
governmental  charge  that may be  imposed  in  relation  thereto  and any other
expenses connected therewith.  In case any Note which has matured or is about to
mature or has been called for redemption or is about to be converted into Common
Stock shall become mutilated or be destroyed,  lost or stolen,  the Company may,
instead of issuing a substitute Note, pay or authorize the payment of or convert
or authorize the conversion of the same (without surrender thereof except in the
case of a mutilated Note), as the case may be, if the applicant for such payment
or conversion  shall furnish to the Company,  to the Trustee and, if applicable,
to such  authenticating  agent such  security or indemnity as may be required by
them to save each of them  harmless  for any loss,  liability,  cost or  expense
caused by or connected with such substitution, and, in case of destruction, loss
or theft,  evidence satisfactory to the Company, the Trustee and, if applicable,
any Paying Agent or Conversion Agent of the  destruction,  loss or theft of such
Note and of the ownership thereof.

         Every substitute Note issued pursuant to the provisions of this Section
2.9 by  virtue  of the fact that any Note is  destroyed,  lost or  stolen  shall
constitute an additional contractual  obligation of the Company,  whether or not
the  destroyed,  lost or stolen  Note  shall be found at any time,  and shall be
entitled to all the benefits of (but shall be subject to all the limitations set
forth in) this Indenture equally and proportionally with any and all other Notes
duly issued  hereunder.  To the extent permitted by law, all Notes shall be held
and owned upon the express condition that the foregoing provisions are exclusive
with  respect  to  the  replacement  or  payment  or  conversion  of  mutilated,
destroyed,  lost or stolen Notes and shall  preclude any and all other rights or
remedies notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the  replacement or payment or conversion of negotiable
instruments or other securities without their surrender.

         Section 2.10.        Treasury Notes.

         In determining  whether the Holders of the required principal amount of
Notes have concurred in any notice, direction, waiver or consent, Notes owned by
the Company or any other obligor on the Notes or by any Affiliate of the Company
or of such other  obligor on the Notes shall be  disregarded,  except that,  for
purposes of determining whether the Trustee shall be protected in relying on any
such  notice,  direction,  waiver or consent,  only Notes which a Trust  Officer
knows  are so owned  shall be so  disregarded.  Notes so owned  which  have been
pledged in good faith shall not be disregarded if the pledgee establishes to the
satisfaction  of the Trustee the  pledgee's  right so to act with respect to the
Notes and that the pledgee is not the Company or any other  obligor on the Notes
or any Affiliate of the Company or of such other obligor.

         Section 2.11.        Temporary Notes.

         Until definitive Notes are ready for delivery,  the Company may prepare
and execute, and, upon the order of the Company, the Trustee, upon receipt of an
Officer's  Certificate  for the  authentication  and  delivery  of Notes,  shall
authenticate and deliver temporary Notes. Temporary Notes shall be substantially
in the form of definitive  Notes but may have variations that the Company,  with
the  consent of the  Trustee,  considers  appropriate  for  temporary  Notes (as
conclusively  evidenced by its  execution of such Notes).  Without  unreasonable
delay, the Company shall prepare and execute and the Trustee, upon receipt of an
Officer's  Certificate  for the  authentication  and  delivery  of Notes,  shall
authenticate and deliver definitive Notes in exchange for temporary Notes. Until
so exchanged,  the Temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as definitive Notes.

         Section 2.12.        Cancellation.

         All  Notes   surrendered  for  the  purpose  of  payment,   redemption,
repurchase,   conversion,  exchange  or  registration  of  transfer,  shall,  if
surrendered  to the  Company  or  any  Paying  Agent  or  any  Registrar  or any
Conversion Agent, be surrendered to the Trustee and promptly canceled by it, or,
if  surrendered to the Trustee,  shall be promptly  canceled by it, and no Notes
shall be issued in lieu  thereof  except as  expressly  permitted  by any of the
provisions  of  this  Indenture  provided  that  any  Note  or  portion  thereof
surrendered  for repurchase  shall only be canceled at such time as such Note or
portion thereof has been repurchased pursuant to Article XVI hereof. The Trustee
shall destroy  canceled  Notes  (unless the Company  directs it in writing to do
otherwise)  and,  after such  destruction,  shall,  if requested by the Company,
deliver a certificate of such  destruction to the Company.  If the Company shall
acquire any of the Notes, such acquisitions shall not operate as a redemption or
satisfaction of the indebtedness  represented by such Notes unless and until the
same are delivered to the Trustee for cancellation.

         Section 2.13.        Deposit of Funds.

         Prior to 10:00 a.m.  New York City time on each  Interest  Payment Date
and the  maturity  date,  the Company  shall  deposit  with the Paying  Agent in
immediately  available  funds  sufficient to make cash payments,  if any, due on
such  Interest  Payment Date or maturity  date,  as the case may be, in a timely
manner which  permits the Paying  Agent to remit  payment to the Holders on such
Interest Payment Date or maturity date, as the case may be.

                                   ARTICLE III
                               REDEMPTION OF NOTES

         Section 3.1.         Right to Redeem; Notice to Trustee.

         The Notes shall not be redeemable at the option of the Company prior to
October 1, 2000. At any time after October 1, 2000,  and prior to maturity,  the
Notes may be redeemed at the option of the Company from time to time, as a whole
or in part, at the Redemption  Prices specified in paragraph nine of the form of
Note (reverse side) attached hereto as Exhibit A, together with accrued interest
up to but not including the Redemption Date.

         If the Company  elects to redeem Notes pursuant to this Section 3.1 and
paragraph eight of the Notes, it shall notify the Trustee in writing at least 45
days  prior to the  Redemption  Date as fixed by the  Company  (unless a shorter
notice  shall be  satisfactory  to the Trustee) of the  Redemption  Date and the
principal  amount of Notes to be redeemed and shall  deliver to the Trustee such
documentation  and records as shall enable the Trustee to select the Notes to be
redeemed.  If fewer than all of the Notes are to be  redeemed,  the record  date
relating  to such  redemption  shall be selected by the Company and given to the
Trustee in writing,  which record date shall not be less than ten days after the
date of written notice to the Trustee.
         Section 3.2.         Selection of Notes to Be Redeemed.

         If less than all of the Notes are to be  redeemed,  the Trustee  shall,
not more  than 60 days  prior to the  Redemption  Date,  select  the Notes to be
redeemed  by lot or by a method  the  Trustee  considers  fair and  appropriate;
provided,  however,  that such method is not prohibited by any stock exchange or
automated  quotations  system on which the Notes are then listed or traded.  The
Trustee shall make the selection from the Notes  outstanding  and not previously
called for redemption.  The Trustee shall select for redemption  portions of the
principal of Notes that have  denominations  larger than $1,000.  Provisions  of
this Indenture that apply to Notes called for redemption  also apply to portions
of Notes called for redemption.

         Section 3.3.         Notice of Redemption.

         At least 15 days but not more than 60 days  before a  Redemption  Date,
the  Company  shall  mail or  cause  to be  mailed a  notice  of  redemption  by
first-class  mail to the  Trustee  and to each Holder of Notes to be redeemed at
such Holder's address as it appears on the Note register.

         The notice shall identify the Notes to be redeemed and shall state:

         (1)      the Redemption Date;

         (2)      the Redemption Price;

         (3)      the then current Conversion Price;

         (4)      the name and address of  the Paying  Agent and the  Conversion
 Agent;

         (5) that Notes called for redemption  must be presented and surrendered
to the Paying Agent to collect the Redemption Price;

         (6) that the Notes called for  redemption  may be converted at any time
before the close of business on the fifth Business Day immediately preceding the
Redemption Date;

         (7)that Holders who wish to convert Notes must satisfy the requirements
in  paragraph 11 of the Notes;

         (8) that, unless the Company defaults in making the redemption payment,
the only  remaining  right of the  Holder  shall be to  receive  payment  of the
Redemption  Price upon  presentation  and  surrender  to the Paying Agent of the
Notes;

         (9) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that,  after the  Redemption  Date,  upon
presentation and surrender of such Note, a new Note or Notes in principal amount
equal to the unredeemed portion thereof will be issued; and

         (10)     that  interest on Notes called for redemption ceases to accrue
on and after the Redemption Date.
 
         At the Company's written request,  the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense.

         Section 3.4.         Effect of Notice of Redemption.

         Once notice of redemption  is mailed by the Company,  or by the Trustee
at the written  request of the Company,  Notes called for redemption  become due
and payable on the  Redemption  Date and at the  Redemption  Price stated in the
notice, except for Notes that are converted in accordance with the provisions of
Section 15.1. Upon presentation and surrender to the Paying Agent,  Notes called
for redemption shall be paid at the Redemption  Price,  plus accrued interest up
to but not including the Redemption Date.

         Section 3.5.         Deposit of Redemption Price.

         On or before 10:00 a.m. New York City time on any Redemption  Date, the
Company  shall  deposit  with  the  Paying  Agent  money  sufficient  to pay the
Redemption  Price of and  accrued  interest  on all Notes to be redeemed on that
date,  other than Notes or portions  thereof  called for redemption on that date
which have been delivered by the Company to the Trustee for cancellation or have
been converted.  The Paying Agent shall promptly return to the Company any money
not required for that purpose  because of the  conversion  of Notes  pursuant to
Article XV or  otherwise.  If such money is  instead  held by the  Company or an
Affiliate of the Company in trust and is not required for such purpose, it shall
be discharged from the trust.

         Section 3.6.         Notes Redeemed in Part.

         Upon presentation and surrender of a Note that is redeemed in part, the
Company  shall  execute  and the Trustee  shall,  upon  receipt of an  Officer's
Certificate for the authentication  and delivery of Notes,  authenticate for and
deliver  to the Holder a new Note equal in  principal  amount to the  unredeemed
portion of the Note surrendered.

         Notwithstanding the foregoing, the Trustee shall not pay the Redemption
Price of any Notes or mail any notice of redemption  during the continuance of a
default in payment of  interest on the Notes or of any Event of Default of which
a Trust Officer has knowledge. If any Note called for redemption shall not be so
paid upon surrender thereof for redemption,  the principal and premium,  if any,
shall,  until paid or duly  provided  for, bear interest from the date fixed for
redemption at the rate borne by the Note and such Note shall remain  convertible
into Common Stock until the principal and premium,  if any, shall have been paid
or duly provided for.

         Section 3.7.         Conversion Arrangement on Call for Redemption.

         In connection with any redemption of Notes, the Company may arrange for
the  purchase  and  conversion  of any  Notes by an  agreement  with one or more
investment  bankers or other  purchasers to purchase such Notes by paying to the
Trustee in trust for the Holders, on or before the date fixed for redemption, an
amount not less than the  applicable  Redemption  Price,  together with interest
accrued  to (but  excluding)  that date  fixed for  redemption,  of such  Notes.
Notwithstanding  anything to the  contrary  contained  in this  Article III, the
obligation of the Company to pay the  Redemption  Price of such Notes,  together
with interest accrued to (but excluding) the date fixed for redemption, shall be
deemed to be satisfied  and  discharged  to the extent such amount is so paid by
such purchasers.  If such an agreement is entered into (a copy of which shall be
filed with the Trustee  prior to the date fixed for  redemption),  any Notes not
duly surrendered for conversion by the Holders thereof may, at the option of the
Company,  be deemed,  to the fullest extent  permitted by law,  acquired by such
purchasers from such Holders and surrendered by such purchasers for conversions,
all as of  immediately  prior to the  close of  business  on the date  fixed for
redemption  (and the right to convert any such Notes  shall be extended  through
such time), subject to payment of the above amount as aforesaid.  At the written
direction of the Company,  the Trustee shall hold and dispose of any such amount
paid to it in the  same  manner  as it  would  monies  deposited  with it by the
Company  for the  redemption  of Notes.  Without  the  Trustee's  prior  written
consent, no arrangement between the Company and such purchasers for the purchase
and  conversion  of any Notes  shall  increase  or  otherwise  affect any of the
powers,  duties,  responsibilities or obligations of the Trustee as set forth in
this  Indenture,  and the Company agrees to indemnify the Trustee from, and hold
it  harmless  against,  any loss,  liability  or  expense  arising  out of or in
connection  with any such  arrangement  for the purchase and  conversion  of any
Notes  between  the  Company  and such  purchasers  to which the Trustee has not
consented in writing,  including  the costs and expenses,  including  reasonable
legal fees,  incurred  by the  Trustee in the defense of any claim or  liability
arising out of or in connection  with the exercise or  performance of any of its
powers, duties, responsibilities or obligations under this Indenture.

                                  ARTICLE IV
                             SUBORDINATION OF NOTES

         Section 4.1.         Notes Subordinated to Senior Indebtedness.

         The  Company  covenants  and agrees,  and each  Holder of Notes  issued
hereunder by his or her acceptance thereof likewise  covenants and agrees,  that
all Notes shall be issued subject to the provisions of this Article IV; and each
Person  holding  any Note,  whether  upon  original  issue or upon  transfer  or
assignment thereof, accepts and agrees to be bound by such provisions.

         The  payment  of the  principal  of and  interest  on all Notes  issued
hereunder (including,  without limitation,  in connection with any redemption of
Notes)  shall,  to the  extent  and in the  manner  hereinafter  set  forth,  be
subordinated and subject in right of payment to the prior payment in full of all
Senior  Indebtedness,  whether  outstanding  at the  date of this  Indenture  or
thereafter created, incurred, assumed or guaranteed.

         Section 4.2.         Payments to Holders.

         No payment  shall be made with respect to the principal of, or premium,
if any, or interest on the Notes (including,  but not limited to, the Redemption
Price with respect to the Notes to be called for  redemption in accordance  with
Section 3.2 or submitted for repurchase in accordance  with Section 16.2, as the
case may be, as provided in the Indenture),  except  payments and  distributions
made by the Trustee as  permitted  by the first or second  paragraph  of Section
4.5, if:

         (a) a default in the payment of principal,  premium,  interest, rent or
other obligations due on any Senior  Indebtedness  occurs and is continuing (or,
in the case of Senior  Indebtedness for which there is a period of grace, in the
event of such a default  that  continues  beyond  the  period of grace,  if any,
specified  in the  instrument  or lease  evidencing  such Senior  Indebtedness),
unless  and until  such  default  shall  have been cured or waived or shall have
ceased to exist, or

         (b) a default,  other than a payment default,  on any Designated Senior
Indebtedness  occurs  and is  continuing  that  then  permits  holders  of  such
Designated  Senior  Indebtedness  to  accelerate  its  maturity  and the Trustee
receives a written  notice of the default (a "Payment  Blockage  Notice") from a
Representative or the Company.

         If the Trustee  receives any Payment Blockage Notice pursuant to clause
(b) above, no subsequent Payment Blockage Notice shall be effective for purposes
of this Section  unless and until (A) at least 365 days shall have elapsed since
the initial  effectiveness of the immediately prior Payment Blockage Notice, and
(B) all scheduled  payments of principal,  premium,  if any, and interest on the
Notes that have come due have been paid in full in cash. No  nonpayment  default
that existed or was  continuing on the date of delivery of any Payment  Blockage
Notice to the Trustee shall be, or be made,  the basis for a subsequent  Payment
Blockage Notice.

         The Company,  after  providing  written  notice to the  Trustee,  shall
resume  payments on and  distributions  in respect of the Notes upon the earlier
of:

         (a)      the date upon which  the default  is cured or waived or ceases
to exist, or

         (b) in the case of a default  referred to in clause (b) above, 179 days
pass  after  notice  is  received  if the  maturity  of such  Designated  Senior
Indebtedness has not been accelerated;

unless this Article IV otherwise  prohibits the payment or  distribution  at the
time of such payment or distribution.

         Upon any  payment  by the  Company,  or  distribution  of assets of the
Company of any kind or character,  whether in cash,  property or securities,  to
creditors upon any dissolution or winding up or liquidation or reorganization of
the Company,  whether  voluntary or involuntary  or in  bankruptcy,  insolvency,
receivership  or other  proceedings,  all  amounts due or to become due upon all
Senior  Indebtedness  shall  first  be paid in  full  in cash or  other  payment
satisfactory to the holders of such Senior  Indebtedness,  or payment thereof in
accordance with its terms provided for in cash or other payment  satisfactory to
the holders of such Senior  Indebtedness,  before any payment is made on account
of the principal of, premium,  if any, or interest on the Notes (except payments
made pursuant to Article XIII from monies  deposited  with the Trustee  pursuant
thereto prior to commencement of proceedings for such  dissolution,  winding up,
liquidation or  reorganization)  and upon any such  dissolution or winding up or
liquidation  or  reorganization  of  the  Company  or  bankruptcy,   insolvency,
receivership or other proceeding, any payment by the Company, or distribution of
assets of the  Company of any kind or  character,  whether in cash,  property or
securities,  to which the holders of the Notes or the Trustee would be entitled,
except for the provision of this Article IV, shall (except as aforesaid) be paid
by the Company or by any receiver,  trustee in bankruptcy,  liquidating trustee,
agent or other Person making such payment or distribution,  or by the holders of
the Notes or by the  Trustee  under this  Indenture  if  received by them or it,
directly to the holders of Senior  Indebtedness (pro rata to such holders on the
basis of the respective amounts of Senior  Indebtedness held by such holders, or
as  otherwise  required  by law or a court  order)  or their  representative  or
representatives,  or to the trustee or trustees under any indenture  pursuant to
which any instruments  evidencing any Senior  Indebtedness may have been issued,
as their  respective  interests may appear,  to the extent  necessary to pay all
Senior  Indebtedness  in full,  in cash or  other  payment  satisfactory  to the
holders of such  Senior  Indebtedness,  after  giving  effect to any  concurrent
payment or distribution to or for the holders of Senior Indebtedness, before any
payment or  distribution  or  provision  therefor  is made to the holders of the
Notes or to the Trustee.

         For  purposes  of  this  Article  IV,  the  words  "cash,  property  or
securities"  shall not be deemed to  include  shares of stock of the  Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization  or readjustment,  the payment of which
is  subordinated at least to the extent provided in this Article IV with respect
to the Notes to the payment of all Senior  Indebtedness which may at the time be
outstanding  provided  that (i) the  Senior  Indebtedness  is assumed by the new
corporation, if any, resulting from any reorganization or readjustment, and (ii)
the rights of the holders of Senior  Indebtedness  (other than leases  which are
not assumed by the Company or the new corporation,  as the case may be) are not,
without  the  consent  of  such  holders,  altered  by  such  reorganization  or
readjustment.  The  consolidation  of the  Company  with,  or the  merger of the
Company into,  another  corporation  or the  liquidation  or  dissolution of the
Company following the conveyance or transfer of its property as an entirety,  or
substantially  as an  entirety,  to  another  corporation  upon  the  terms  and
conditions  provided  for in  Article  XII shall  not be  deemed a  dissolution,
winding up,  liquidation or reorganization  for the purposes of this Section 4.2
if such  other  corporation  shall,  as a part of  such  consolidation,  merger,
conveyance or transfer, comply with the conditions stated in Article XII.

         In the event of the  acceleration  of the Notes  because of an Event of
Default,  no payment or distribution  shall be made to the Trustee or any holder
of Notes in respect of the  principal  of,  premium,  if any, or interest on the
Notes  (including,  but not limited to, the Redemption Price with respect to the
Notes,  called for  redemption in  accordance  with Section 3.2 or submitted for
repurchase in  accordance  with Section 16.2, as the case may be, as provided in
the  Indenture),  except  payments  and  distributions  made by the  Trustee  as
permitted  by the first or second  paragraph  of Section  4.5,  until all Senior
Indebtedness has been paid in full in cash or other payment  satisfactory to the
holders of Senior  Indebtedness or such  acceleration is rescinded in accordance
with the terms of this Indenture. If payment of the Notes is accelerated because
of an Event of Default,  the Company  shall  promptly  notify  holders of Senior
Indebtedness of the acceleration.

         In the  event  that,  notwithstanding  the  foregoing  provisions,  any
payment  or  distribution  of assets of the  Company  of any kind or  character,
whether in cash, property or securities (including,  without limitation,  by way
of setoff or otherwise),  prohibited by the foregoing,  shall be received by the
Trustee or the Holders before all Senior Indebtedness is paid in full in cash or
other  payment  satisfactory  to the  holders of such  Senior  Indebtedness,  or
provision is made for such payment  thereof in accordance with its terms in cash
or other payment satisfactory to the holders of such Senior  Indebtedness,  such
payment or  distribution  shall be held in trust for the benefit of and shall be
paid  over  or  delivered  to  the  holders  of  Senior  Indebtedness  or  their
representative  or  representatives,  or to the  trustee or  trustees  under any
indenture pursuant to which any instruments  evidencing any Senior  Indebtedness
may have been issued, as their respective interests may appear, as calculated by
the Company, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in cash or
other payment  satisfactory  to the holders of such Senior  Indebtedness,  after
giving effect to any concurrent payment or distribution to or for the holders of
such Senior Indebtedness.

         Nothing in this  Section 4.2 shall apply to claims of, or payments  to,
the Trustee  under or pursuant to Section 8.6. This Section 4.2 shall be subject
to the further  provisions  of Section  4.5,  and the right to rescind and annul
acceleration of the notice pursuant to Section 7.1

         Section 4.3.         Notes  to  Be  Subrogated  to Rights of Holders of
Senior Indebtedness.

         Subject to the prior  payment in full of all Senior  Indebtedness  then
due,  the  Holders  shall be  subrogated  to the rights of the holders of Senior
Indebtedness  to receive  payments  or  distributions  of assets of the  Company
applicable to the Senior Indebtedness until the principal of and interest on the
Notes shall be paid in full, and, for purposes of such subrogation,  no payments
or  distributions  to the holders of Senior  Indebtedness of assets,  whether in
cash,   property  or  securities,   distributable   to  the  holders  of  Senior
Indebtedness  under the provisions hereof to which the Holders would be entitled
except for the  provisions  of this  Article IV, and no payment  pursuant to the
provisions  of this  Article  IV to the  holders of Senior  Indebtedness  by the
Holders  shall,  as among the Company,  its creditors  other than the holders of
Senior  Indebtedness,  and the Holders, be deemed to be a payment by the Company
to or on account of Senior Indebtedness, it being understood that the provisions
of this Article IV are, and are intended, solely for the purpose of defining the
relative  rights of the  Holders,  on the one hand,  and the  holders  of Senior
Indebtedness, on the other hand.

         Section 4.4.         Obligations of the Company Unconditional.

         Nothing  contained in this Article IV or elsewhere in this Indenture or
in any Note is intended to or shall impair, as among the Company,  its creditors
other than the holders of Senior  Indebtedness,  and the Holders, the obligation
of the Company,  which is absolute and unconditional,  to pay to the Holders the
principal of and interest on the Notes, as the same shall become due and payable
in accordance  with the terms of the Notes,  or to affect the relative rights of
the Holders and other  creditors of the Company other than the holders of Senior
Indebtedness,  nor shall anything  herein or therein  prevent the Trustee or any
Holder from exercising all remedies  otherwise  permitted by applicable law upon
the  happening  of an Event of  Default  under  this  Indenture,  subject to the
provisions of Article VIII, and the rights, if any, under this Article IV of the
holders of Senior  Indebtedness in respect of assets,  whether in cash, property
or securities, of the Company received upon the exercise of any such remedy.

         Section 4.5.         Notice to Trustee.

         The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Notes.  Notwithstanding the provisions of this Article
IV or any other provision of this  Indenture,  the Trustee shall not at any time
be charged with knowledge of the existence of any facts which would prohibit the
making of any  payment to or by the  Trustee,  unless and until a Trust  Officer
shall have received  written  notice thereof from the Company or from the holder
or   holders  of  Senior   Indebtedness   or  from   their   Representative   or
Representatives;  and,  prior to the  receipt of any such  written  notice,  the
Trustee, subject to the provisions of Sections 8.1 and 8.2, shall be entitled to
assume conclusively that such facts do not exist.

         The  Trustee  shall  be  entitled  to rely on the  delivery  to it of a
written  notice by a Person  representing  himself  or herself to be a holder of
Senior  Indebtedness (or a Representative of such holder) to establish that such
notice has been given by a holder of Senior  Indebtedness or a Representative of
any such  holder.  In the event that the Trustee  determines  in good faith that
further evidence is required with respect to the right of any Person as a holder
of Senior Indebtedness to participate in any payment or distribution pursuant to
this Article IV, the Trustee may request such Person to furnish  evidence to the
reasonable  satisfaction of the Trustee as to the amount of Senior  Indebtedness
held by such Person,  the extent of which such Person is entitled to participate
in such payment or  distribution  and any other facts pertinent to the rights of
each Person under this Article IV, and, if such evidence is not  furnished,  the
Trustee may defer any payment to such Person pending  judicial  determination as
to the right of such Person to receive such payment.

         Section 4.6.        Application by Trustee of Monies Deposited With It.

         Money or U.S. Government  Obligations deposited with the Trustee or any
Paying  Agent  (whether or not in trust) for the payment of the  principal of or
interest on any Notes shall be subject to the  provisions  of Sections 4.1, 4.2,
4.3 and 4.4; except that, if two (2) Business Days prior to the date on which by
the terms of this Indenture any such monies or U.S.  Government  Obligations may
become payable for any purpose (including,  without  limitation,  the payment of
either the  principal  of or interest  on any Note) the  Trustee  shall not have
received with respect to such monies or U.S.  Government  Obligations the notice
provided  for in Section  4.5,  then the Trustee or any Paying  Agent shall have
full power and  authority to receive such monies and to apply such monies to the
purpose for which they were received, and shall not be affected by any notice to
the contrary which may be received by it on or after such date. This Section 4.6
shall be  construed  solely for the benefit of the Trustee and the Paying  Agent
and shall not  otherwise  affect the rights that holders of Senior  Indebtedness
may have to recover any such payments  from the Holders in  accordance  with the
provisions of this Article IV.

         Section 4.7.     Subordination Rights Not Impaired by Acts or Omissions
                          of Company or holders of Senior Indebtedness.

         No right of any present or future holders of any Senior Indebtedness to
enforce  subordination,  as  herein  provided,  shall  at any time in any way be
prejudiced  or  impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith,  by any such  holder,  or by any
noncompliance  by the Company with the terms,  provisions  and covenants of this
Indenture, regardless of any knowledge thereof which any such holder may have or
be otherwise  charged with. The holders of any Senior  Indebtedness  may extend,
renew,  modify or amend the terms of such Senior  Indebtedness  or any  security
therefor and release,  sell or exchange such security and otherwise  deal freely
with the Company,  all without  affecting the liabilities and obligations of the
parties to this  Indenture  or the Holders.  No  provision  in any  supplemental
indenture  which  affects  the  superior  position  of the holders of the Senior
Indebtedness  shall be effective against the holders of the Senior  Indebtedness
unless the holders of such Senior  Indebtedness  (required pursuant to the terms
of such Senior Indebtedness to give such consent) have consented thereto.

         Section 4.8.         Trustee to Effectuate Subordination.

         Each Holder of a Note by his or her acceptance  thereof  authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary
or appropriate to effectuate the  subordination  provided in this Article IV and
appoints the Trustee his or her attorney-in-fact for any and all such purposes.

         Section 4.9.         Right of Trustee to Hold Senior Indebtedness.

         The Trustee,  in its individual  capacity,  shall be entitled to all of
the rights set forth in this Article IV in respect of any Senior Indebtedness at
any  time  held  by it to  the  same  extent  as  any  other  holder  of  Senior
Indebtedness,  and nothing in this  Indenture  shall be construed to deprive the
Trustee of any of its rights as such holder.

         Section 4.10.        Article IV Not to Prevent Events of Default.

         The  failure  to make a  payment  on  account  of the  principal  of or
interest on the Notes by reason of any provision in this Article IV shall not be
construed as preventing the occurrence of an Event of Default under Section 7.1.

         Section 4.11.        No  Fiduciary  Duty  Created  to Holders of Senior
                              Indebtedness.

         Notwithstanding  any other  provision  in this  Article IV, the Trustee
shall  not be  deemed  to owe  any  fiduciary  duty  to the  holders  of  Senior
Indebtedness by virtue of the provisions of this Article IV.

         Section 4.12.        Article Applicable to Paying Agent.

         In case at any time any Paying Agent other than the Trustee  shall have
been appointed by the Company and be then acting  hereunder,  the term "Trustee"
as used in this  Article  IV  shall  in such  case  (unless  the  context  shall
otherwise  require) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article IV in addition to or in place of the Trustee.

                                    ARTICLE V
                                    COVENANTS

         Section 5.1.         Payment of Notes.

         The Company shall promptly make all payments in respect of the Notes on
the dates  and in the  manner  provided  in the  Notes  and this  Indenture.  An
installment of principal or interest shall be considered  paid on the date it is
due if the Trustee or Paying  Agent  (other than the Company or an  Affiliate of
the Company)  holds on that date money  deposited by the Company or an Affiliate
thereof  sufficient  to pay the  installment.  The Company shall pay interest on
overdue  principal  at the rate  borne by the  Notes  per  annum;  it shall  pay
interest  on overdue  installments  of  interest  at the same rate to the extent
lawful.

         Section 5.2.         SEC Reports.

         The Company shall file all reports and other  information and documents
which it is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange  Act,  and within 15 days after it files them with the SEC, the Company
shall file copies of all such reports,  information and other documents with the
Trustee.  The Company will cause any quarterly and annual reports which it mails
to its stockholders to be mailed to the Holders.

         During the period beginning on the latest date of the original issuance
of the Notes and ending on the date that is two (2) years  from such  date,  the
Company covenants and agrees that it shall, during any period in which it is not
subject to Section 13 or 15(d) under the  Exchange  Act,  make  available to any
Holder or beneficial  Holder of Notes or any Common Stock issued upon conversion
thereof which continue to be Restricted  Securities in connection  with any sale
thereof and any  prospective  purchaser  of Notes or such Common Stock from such
Holder  or  beneficial  Holder,  the  information   required  pursuant  to  Rule
144A(d)(4) under the Securities Act upon the request of any Holder or beneficial
Holder of such Notes or such Common Stock and it will take such  further  action
as any  Holder or  beneficial  Holder  of such  Notes or such  Common  Stock may
reasonably request,  all to the extent required from time to time to enable such
Holder  or  beneficial  Holder  to  sell  its  Notes  or  Common  Stock  without
registration  under the  Securities  Act within the  limitation of the exemption
provided by Rule 144A,  as such Rule may be amended from time to time.  Upon the
request  of any  Holder or any  beneficial  Holder  of the Notes or such  Common
Stock, the Company will deliver to such Holder a written statement as to whether
it has complied with such requirements.

         section 5.3.         Maintenance of Office or Agency.

         The  Company  will  maintain  in  Atlanta,  Georgia an office or agency
(which may be the Corporate Trust Office) where the Notes may be surrendered for
registration  of transfer or  exchange  or for  presentation  for payment or for
conversion or redemption and where notices and demands to or upon the Company in
respect of the Notes and this  Indenture  may be served.  The Company  will give
prompt  written  notice to the  Trustee of the  location,  and any change in the
location,  of such office or agency not  designated or appointed by the Trustee.
If at any time the Company  shall fail to maintain any such  required  office or
agency or shall fail to furnish  the  Trustee  with the  address  thereof,  such
presentations,  surrenders,  notices  and  demands  may be made or served at the
Corporate  Trust  Office or the  office or agency  of the  Trustee  in  Atlanta,
Georgia.

         The  Company  may also from time to time  designate  one or more  other
offices or agencies where the Notes may be presented or  surrendered  for any or
all such purposes and may from time to time rescind such  designations  provided
that no such  designation or rescission  shall in any manner relieve the Company
of its obligation to maintain an office or agency in Atlanta,  Georgia, for such
purposes. The Company will give prompt written notice to the holders of any such
designation  or  rescission  and of any change in the location of any such other
office or agency.

         The Company hereby  initially  designates  each of the Corporate  Trust
Office of the  Trustee  and the  office or agency  of the  Trustee  in  Atlanta,
Georgia as one such office or agency of the  Company  for each of the  aforesaid
purposes.

         Section 5.4.         Stay, Extension and Usury Laws.

         The Company  covenants  (to the extent that it may lawfully do so) that
it shall not at any time insist upon,  plead, or in any manner whatsoever claims
or take the benefit or advantage  of, any stay,  extension or usury law or other
law which would  prohibit or forgive the Company  from paying all or any portion
of the principal of,  premium,  if any, or interest on the Notes as contemplated
herein,  wherever  enacted,  now or at any time hereafter in force, or which may
affect the covenants or the performance of this  Indenture,  and the Company (to
the extent it may  lawfully  do so) hereby  expressly  waives  all  benefits  or
advantage of any such law, and covenants that it will not, by resort to any such
law,  hinder,  delay or impede the execution of any power herein  granted to the
Trustee,  but will suffer and permit the execution of every such power as though
no such law has been enacted.
         Section 5.5.         Liquidation.

         Subject  to the  provisions  of  Article  IV,  so far  as  they  may be
applicable hereto, the Board of Directors or the stockholders of the Company may
not adopt a plan of  liquidation,  which plan provides for,  contemplates or the
effectuation  of which is preceded by (a) the sale,  lease,  conveyance or other
disposition of all or substantially  all of the assets of the Company  otherwise
than  substantially  as an entirety (any such sale,  lease,  conveyance or other
disposition  substantially as an entirety being governed by Article VII) and (b)
the  distribution  of all or  substantially  all of the  proceeds  of such sale,
lease,  conveyance  or other  disposition  and of the  remaining  assets  of the
Company to the holders of the capital  stock of the Company,  unless the Company
shall in connection  with the adoption of such plan make provision for, or agree
that prior to making any liquidating  distributions  it will make provision for,
the satisfaction of the Company's  obligations  hereunder and under the Notes as
to the payment of the  principal  and  interest  thereof.  The Company  shall be
deemed to make  provision for such payments only if (1) the Company  irrevocably
deposits in trust with the Trustee money or U.S. Government Obligations maturing
as to  principal  and  interest  in  such  amounts  and  at  such  times  as are
sufficient,  without  consideration of any reinvestment of such interest, to pay
the principal of and interest on the Notes then  outstanding  to maturity and to
pay all other sums payable by it hereunder or (2) there is an express assumption
of the due and punctual payment of the Company's obligations hereunder and under
the Notes and the  performance and observance of all covenants and conditions to
be  performed  by the Company  hereunder,  by the  execution  and  delivery of a
supplemental  indenture  in form  satisfactory  to the  Trustee  by a Person who
acquires,  or  will  acquire  (otherwise  than  pursuant  to a  lease),  all  or
substantially  all of the  assets of the  Company,  and which  Person  will have
assets  (immediately  after the  acquisition)  and aggregate  earnings (for such
Person's four full fiscal quarters  immediately  preceding such  acquisition) at
least  equal  to  the  assets  of  the  Company   (immediately   preceding  such
acquisition)  and the  aggregate  earnings of the Company (for its four (4) full
fiscal quarters immediately preceding the acquisition),  respectively, and which
is a  corporation  organized  under  the laws of the  United  States,  any State
thereof or the District of Columbia;  provided,  however, that the Company shall
not make any liquidating  distribution until after the Company (x) has certified
to the Trustee with an Officers' Certificate at least five (5) days prior to the
making of any liquidating  distribution that it has complied with the provisions
of this Section 5.5 and (y)  delivered to the Trustee an Opinion of Counsel that
all conditions precedent to such liquidation have been complied with.

         Section 5.6.         Compliance Certificates.

         The Company shall deliver to the Trustee,  within 90 days after the end
of each fiscal year of the Company, an Officers'  Certificate as to the signer's
knowledge of the Company's  compliance  with all conditions and covenants on its
part contained in this Indenture and stating  whether or not the signer knows of
any default or Event of Default. If such signer knows of such a default or Event
of Default,  the Officers'  Certificate  shall  describe the default or Event of
Default and the  efforts to remedy the same.  For the  purposes of this  Section
5.6,  compliance  shall be  determined  without  regard to any  grace  period or
requirement  of notice  provided  pursuant to the terms of this  Indenture.  The
Officers' Certificate need not comply with Section 17.5 hereof.

         Section 5.7.         Notice of Defaults.

         In the event  (a) that  Indebtedness  of the  Company  in an  aggregate
amount in excess of $5,000,000  is declared due and payable  before its maturity
because of the occurrence of any default under such Indebtedness,  or (b) of the
occurrence of any event which, with the giving of notice or the passage of time,
or both,  would  entitle the holder or holders of such  Indebtedness  to declare
such Indebtedness due and payable before its maturity, the Company will promptly
give written notice to the Trustee of such declaration.

         Section 5.8.         Payment of Taxes and Other Claims.

         The Company will pay or  discharge  or cause to be paid or  discharged,
before the same shall become delinquent, (a) all material taxes, assessments and
governmental  charges levied or imposed upon the Company,  directly or by reason
of its ownership of any  Subsidiary  or upon the income,  profits or property of
the  Company  and (b) all  material  lawful  claims  for  labor,  materials  and
supplies,  which, if unpaid, might by law become a lien upon the property of the
Company;  provided,  however,  that the Company  shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment,  charge or
claim whose amount,  applicability  or validity is being contested in good faith
by appropriate proceedings and for which adequate provision has been made.

         Section 5.9.         Corporate Existence.

         Subject to Article  XII,  the  Company  will do or cause to be done all
things  necessary  to preserve  and keep in full force and effect its  corporate
existence  and rights  (charter  and  statutory);  provided,  however,  that the
Company  shall not be required to preserve  any right if the Board of  Directors
shall determine in good faith that the  preservation  is no longer  desirable in
the conduct of the Company's business and that the loss thereof is not, and will
not be, adverse in any material respect to the Holders.

         Section 5.10.        Maintenance of Properties.

         Subject to Section 5.5, the Company and its Subsidiaries will cause all
material properties (real and personal) owned, leased or licensed in the conduct
of their  business  to be  maintained  and kept in good  condition,  repair  and
working  order and supplied  with all  necessary  equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof and thereto, all as in the reasonable judgment of the Board of Directors
may be necessary so that the business carried on in connection  therewith may be
properly  and  advantageously  conducted  at  all  times  while  any  Notes  are
outstanding,  provided, however, that nothing in this Section 5.10 shall prevent
the Company and its Subsidiaries from  discontinuing the maintenance of any such
properties  if,  in the  reasonable  judgment  of the Board of  Directors,  such
discontinuance is desirable in the conduct of the Company's business and is not,
and will not be, adverse in any material respect to the Holders.

         Section 5.11.        Further Instruments and Acts.

         Upon request of the Trustee,  the Company will execute and deliver such
further  instruments and do such further acts as may be reasonably  necessary or
proper to carry out more effectively the purposes of this Indenture.

                                  ARTICLE VI

                         NOTEHOLDERS' LISTS AND REPORTS
                                BY THE TRUSTEE

         Section 6.1.         Holders' Lists.

         The Company  covenants  and agrees that it will  furnish or cause to be
furnished to the Trustee,  semiannually,  not more than 15 days after each March
15 and September 15 in each year beginning with 1998, and at such other times as
the Trustee may request in writing,  within 30 days after receipt by the Company
of any such request (or such lesser time as the Trustee may  reasonably  request
in order to  enable  it to  timely  provide  any  notice  to be  provided  by it
hereunder),  a list in such form as the  Trustee may  reasonably  require of the
names and  addresses  of the Holders of Notes as of a date not more than 15 days
(or such other date as the Trustee may reasonably request in order to so provide
any such notices) prior to the time such  information is furnished,  except that
no such list need be furnished so long as the Trustee is acting as Registrar.

         Section 6.2.         Preservation and Disclosure of Lists.

         (a) The Trustee shall  preserve,  in as current a form as is reasonably
practicable,  all  information  as to the names and  addresses of the Holders of
Notes  contained in the most recent list  furnished to it as provided in Section
6.1 or maintained by the Trustee in its capacity as Registrar, if so acting. The
Trustee  may destroy  any list  furnished  to it as provided in Section 6.1 upon
receipt of a new list so furnished.

         (b) The rights of Holders to  communicate  with other  Holders of Notes
with respect to their rights  under this  Indenture or under the Notes,  and the
corresponding  rights and duties of the  Trustee,  shall be as  provided  by the
Trust Indenture Act.

         (c) Every  Noteholder,  by receiving and holding the same,  agrees with
the  Company and the  Trustee  that  neither the Company nor the Trustee nor any
Agent of either of them shall be held accountable by reason of any disclosure of
information  as to names and  addresses of Holders of Notes made pursuant to the
Trust Indenture Act.

         Section 6.3.         Reports by Trustee.

         (a) Within 60 days after December 31 of each year  commencing  with the
year 1997,  the Trustee shall transmit to Holders of Notes such reports dated as
of December 31 of the year in which such reports are made concerning the Trustee
and its actions  under this  Indenture as may be required  pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

         (b) A copy of such report shall,  at the time of such  transmission  to
Holders of Notes,  be filed by the Trustee with each stock exchange or automated
quotation  system upon which the Notes may be listed or traded with the Company.
The Company will notify the Trustee in writing  within a reasonable  time if the
Notes are listed on any stock exchange or automated quotation system.

                                   ARTICLE VII

                     REMEDIES OF THE TRUSTEE AND NOTEHOLDERS
                             ON AN EVENT OF DEFAULT

         Section 7.1.         Events of Default.

         In case one or more of the  following  Events of Default  (whatever the
reason  for  such  Event of  Default  and  whether  it  shall  be  voluntary  or
involuntary  or be effected  by  operation  of law or pursuant to any  judgment,
decree  or  order  of  any  court  or  any  order,  rule  or  regulation  of any
administrative or governmental body) shall have occurred and be continuing:

         (a) default in the payment of any  installment  of interest upon any of
the Notes as and when the same shall become due and payable,  and continuance of
such  default for a period of 30 days,  whether or not such payment is permitted
under Article IV hereof; or

         (b) default in the payment of the  principal of or premium,  if any, on
any of the Notes as and when the same  shall  become due and  payable  either at
maturity  or in  connection  with any  redemption  pursuant  to  Article  III or
repurchase pursuant to Article XVI, by acceleration or otherwise, whether or not
such payment is permitted under Article IV hereof; or

         (c) failure on the part of the  Company  duly to observe or perform any
other of the  covenants or agreements on the part of the Company in the Notes or
in this  Indenture  (other  than a  covenant  or  agreement  a default  in whose
performance or whose breach is elsewhere in this Section 7.1 specifically  dealt
with)  continued for a period of 60 days after the date on which written  notice
of such failure, requiring the Company to remedy the same, shall have been given
to the Company by the  Trustee,  or to the  Company  and a Trust  Officer of the
Trustee by the  Holders  of at least 25% in  aggregate  principal  amount of the
Notes at the time outstanding determined in accordance with Section 9.4; or

         (d) failure on the part of the Company or any  Subsidiary  with respect
to its obligation to pay principal of or interest on  Indebtedness  for borrowed
money which default shall have resulted in  Indebtedness  in an amount in excess
of $5,000,000; or

         (e)  default  by the  Company  with  respect  to any  Indebtedness  for
borrowed money of the Company, which default results in acceleration of any such
Indebtedness  which is in an  amount of in excess  of  $5,000,000  without  such
Indebtedness having been discharged,  or such acceleration having been rescinded
or annulled within the applicable grace period; or

         (f) the Company  shall  commence a voluntary  case or other  proceeding
seeking  liquidation,  reorganization  or other relief with respect to itself or
its debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect  or  seeking  the  appointment  of a  trustee,  receiver,  liquidator,
custodian  or  other  similar  official  of it or any  substantial  part  of its
property, or shall consent to any such relief or to the appointment of or taking
possession  by any such  official  in an  involuntary  case or other  proceeding
commenced  against  it, or shall make a general  assignment  for the  benefit of
creditors, or shall fail generally to pay its debts as they become due; or

         (g) an involuntary case or other proceeding shall be commenced  against
the Company seeking liquidation,  reorganization or other relief with respect to
it or its debts under any  bankruptcy,  insolvency  or other  similar law now or
hereafter  in  effect  or  seeking  the  appointment  of  a  trustee,  receiver,
liquidator, custodian or other similar official of it or any substantial part of
its  property,  and such  involuntary  case or  other  proceeding  shall  remain
undismissed and unstayed for a period of 60 consecutive days; or

         (h) the entry by a court having jurisdiction in the premises of a final
judgment,  decree or order  against  the Company or any  Subsidiary  which shall
require the payment by the Company or any Subsidiary of an amount (to the extent
not covered by  insurance) in excess of $5,000,000  and the  continuance  of any
such  judgment,  decree or order  unstayed  or  unsatisfied  and in effect for a
period of 60  consecutive  days  which is not being  contested  in good faith by
appropriate judicial proceedings;

then, and in each and every such case (other than an Event of Default  specified
in Section  7.1(f) or (g)),  unless the principal of all of the Notes shall have
already  become due and  payable,  either the Trustee or the Holders of not less
than 25% in aggregate  principal amount of the Notes then outstanding  hereunder
determined in  accordance  with Section 9.4, by notice in writing to the Company
(and to the Trustee if given by Holders),  may declare the  principal of all the
Notes and the interest  accrued thereon to be due and payable  immediately,  and
upon any such declaration the same shall become and shall be immediately due and
payable,  anything in this  Indenture or in the Notes  contained to the contrary
notwithstanding.  If an Event of  Default  specified  in  Section  7.1(f) or (g)
occurs, the principal of all the Notes and the interest accrued thereon shall be
immediately  and  automatically  due and payable  without  necessity  of further
action.  This  provision,  however,  is subject to the condition that if, at any
time after the decree for the payment of the monies due shall have been obtained
or entered as hereinafter provided,  the Company shall pay or shall deposit with
the Trustee a sum  sufficient to pay all matured  installments  of interest upon
all Notes and the  principal of and premium,  if any, on any and all Notes which
shall have become due otherwise than by  acceleration  (with interest on overdue
installments  of  interest  (to the  extent  that  payment of such  interest  is
enforceable under applicable law) and on such principal and premium,  if any, at
the rate borne by the Notes, to the date of such payment or deposit) and amounts
due to the Trustee  pursuant to Section 8.6,  and if any and all defaults  under
this Indenture,  other than the nonpayment of principal of and premium,  if any,
and accrued interest on Notes which shall have become due by acceleration, shall
have been cured or waived  pursuant to Section 7.7,  then and in every such case
the  Holders  of a  majority  in  aggregate  principal  amount of the Notes then
outstanding  determined in accordance with Section 9.4, by written notice to the
Company  and to the  Trustee,  may waive all  defaults  or Events of Default and
rescind and annul such declaration and its  consequences,  but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent  default
or Event of Default, or shall impair any right consequent  thereon.  The Company
shall notify a Trust Officer in writing,  promptly upon becoming  aware thereof,
of any default or Event of Default.

         In case the  Trustee  shall have  proceeded  to enforce any right under
this Indenture and such  proceedings  shall have been  discontinued or abandoned
because of such waiver or  rescission  and  annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the  Company,   the  Holders  of  Notes,  and  the  Trustee  shall  be  restored
respectively  to their several  positions  and rights  hereunder and all rights,
remedies and powers of the Company,  the Holders of Notes, and the Trustee shall
continue as though no such proceeding had been taken.

         Section 7.2.         Payment of Notes on Default; Suit Therefor.

         The Company  covenants  that (a) in case  default  shall be made in the
payment of any  installment  of  interest  upon any of the Notes as and when the
same shall become due and payable,  and such default shall have  continued for a
period of 30 days,  or (b) in case  default  shall be made in the payment of the
principal of or premium,  if any, on any of the Notes as and when the same shall
have become due and payable,  whether at maturity of the Notes or in  connection
with any  redemption or  repurchase,  under this  Indenture,  by  declaration or
otherwise,  then,  upon  demand  of the  Trustee,  the  Company  will pay to the
Trustee,  for the benefit of the Holders,  the whole amount that then shall have
become due and payable on all such Notes for principal  and premium,  if any, or
interest,  or both, as the case may be, with interest upon the overdue principal
and  premium,  if any,  and (to the  extent  that  payment of such  interest  is
enforceable  under applicable law) upon the overdue  installments of interest at
the rate borne by the Notes and, in addition  thereto,  such  further  amount as
shall be  sufficient  to cover the costs and expenses of  collection,  including
reasonable  compensation to the Trustee, its agents,  attorneys and counsel, and
any expenses or liabilities incurred by the Trustee hereunder. Until such demand
by the Trustee,  the Company may pay the  principal of and premium,  if any, and
interest on the Notes to the Holders, whether or not the Notes are overdue.

         In case the Company shall fail  forthwith to pay such amounts upon such
demand,  the Trustee,  in its own name and as Trustee of an express trust, shall
be entitled and empowered to institute any actions or  proceedings  at law or in
equity for the  collection of the sums so due and unpaid,  and may prosecute any
such action or proceeding to judgment or final decree,  and may enforce any such
judgment or final decree  against the Company or any other  obligor on the Notes
and collect in the manner  provided by law out of the property of the Company or
any other obligor on the Notes wherever  situated the monies adjudged or decreed
to be payable.

         In the case there shall be pending  proceedings  for the  bankruptcy or
for the  reorganization  of the Company or any other  obligor on the Notes under
Title 11 of the United  States Code, or any other  applicable  law, or in case a
receiver,  assignee  or trustee in  bankruptcy  or  reorganization,  liquidator,
sequestrator  or  similar  official  shall  have  been  appointed  for or  taken
possession of the Company or such other obligor,  the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to
the  Company  or such  other  obligor  upon the Notes,  or to the  creditors  or
property of the Company or such other  obligor,  the  Trustee,  irrespective  of
whether  the  principal  of the Notes  shall then be due and  payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 7.2, shall
be entitled and empowered,  by intervention in such proceedings or otherwise, to
file and prove a claim or claims for the whole amount of principal,  premium, if
any, and interest owing and unpaid in respect of the Notes,  and, in case of any
judicial proceedings, to file such proofs of claim and other papers or documents
as may be  necessary or advisable in order to have the claims of the Trustee and
of the Holders allowed in such judicial  proceedings  relative to the Company or
any  other  obligor  on the  Notes,  its or  their  creditors,  or its or  their
property,  and to collect and receive  any monies or other  property  payable or
deliverable  on any such claims,  and to distribute the same after the deduction
of any amounts due the Trustee under Section 8.6, and any receiver,  assignee or
trustee  in  bankruptcy  or  reorganization,  liquidator,  custodian  or similar
official is hereby  authorized  by each of the Holders to make such  payments to
the Trustee,  and, in the event that the Trustee  shall consent to the making of
such payments  directly to the Holders,  to pay to the Trustee any amount due it
for reasonable  compensation,  expenses,  advances and disbursements,  including
counsel fees incurred by it up to the date of such  distribution.  To the extent
that  such  payment  of   reasonable   compensation,   expenses,   advances  and
disbursements  out of the estate in any such proceedings shall be denied for any
reason, payment of the same shall be secured by a lien on, and shall be paid out
of, any and all distributions,  dividends, monies, securities and other property
which the Holders may be  entitled  to receive in such  proceedings,  whether in
liquidation or under any plan of reorganization or arrangement or otherwise.

                                        
         All rights of action and of asserting  claims under this Indenture,  or
under any of the Notes, may be enforced by the Trustee without the possession of
any of the Notes,  or the  production  thereof at any trial or other  proceeding
relative  thereto,  and any such suit or  proceeding  instituted  by the Trustee
shall be  brought  in its own  name as  trustee  of an  express  trust,  and any
recovery of judgment  shall,  after  provision for the payment of the reasonable
compensation,  expenses,  disbursements and advances of the Trustee,  its agents
and counsel, be for the ratable benefit of the Holders.

         In any  proceedings  brought  by the  Trustee  (and in any  proceedings
involving the  interpretation  of any  provision of this  Indenture to which the
Trustee  shall be a  party),  the  Trustee  shall be held to  represent  all the
Holders,  and it shall not be necessary to make any Holders  parties to any such
proceedings.

         Section 7.3.         Application of Monies Collected by Trustee.

         Any monies  collected by the Trustee pursuant to this Article VII shall
be applied in the order following, at the date or dates fixed by the Trustee for
the  distribution of such monies,  upon  presentation of the several Notes,  and
stamping  thereon  the  payment,  if only  partially  paid,  and upon  surrender
thereof, if fully paid:

         First: to the payment of all amounts due the Trustee under Section 8.6;

         Second:  subject to the provisions of Article IV, in case the principal
of the outstanding Notes shall not have become due and be unpaid, to the payment
of  interest  on the  Notes  in  default  in the  order of the  maturity  of the
installments  of such interest,  with interest (to the extent that such interest
has been collected by the Trustee) upon the overdue  installments of interest at
the rate borne by the Notes,  such  payments  to be made  ratably to the Persons
entitled thereto;

         Third:  subject to the  provisions of Article IV, in case the principal
of the  outstanding  Notes shall have become due, by  acceleration or otherwise,
and be unpaid, to the payment of the whole amount then owing and unpaid upon the
Notes for  principal  and premium,  if any, and  interest,  with interest on the
overdue principal and premium, if any, and (to the extent that such interest has
been  collected  by the Trustee)  upon overdue  payments of interest at the rate
borne by the Notes, and in case such monies shall be insufficient to pay in full
the whole amounts so due and unpaid upon the Notes,  then to the payment of such
principal and premium,  if any, and interest  without  preference or priority of
principal and premium, if any, over interest,  or of interest over principal and
premium, if any, or of any installment of interest over any other installment of
interest,  or of any Note over any other Note,  ratably to the aggregate of such
principal and premium, if any, and accrued and unpaid interest; and

         Fourth:  subject  to the  provisions  of  Article  IV,  to the  payment
of the  remainder,  if any, to the Company or any other Person lawfully entitled
thereto.

         Section 7.4.         Proceedings by Holders.

         No Holder  shall have any right by virtue of or by  availing  itself of
any provision of this  Indenture to institute any suit,  action or proceeding in
equity or at law upon or under or with  respect  to this  Indenture,  or for the
appointment  of a receiver,  trustee,  liquidator,  custodian  or other  similar
official, or for any other remedy hereunder, unless such Holder previously shall
have  given to the  Trustee  written  notice of an Event of  Default  and of the
continuance  thereof, as hereinbefore  provided,  and unless also the Holders of
not less than 25% in aggregate  principal  amount of the Notes then  outstanding
determined in accordance  with Section 9.4 shall have made written  request upon
the Trustee to institute  such action,  suit or  proceedings  in its own name as
Trustee  hereunder  and  shall  have  offered  to the  Trustee  such  reasonable
indemnity as it may require  against the costs,  expenses and  liabilities to be
incurred  therein or  thereby,  and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity,  shall have neglected or refused to
institute any such action, suit or proceeding and no direction inconsistent with
such written  request  shall have been given to the Trustee  pursuant to Section
7.7, it being  understood and intended,  and being  expressly  covenanted by the
taker and  Holder of every  Note  with  every  other  taker and  Holder  and the
Trustee, that no one or more Holders shall have any right in any manner whatever
by virtue of or by availing itself of any provision of this Indenture to affect,
disturb or prejudice  the rights of any other  Holder of Notes,  or to obtain or
seek to obtain  priority  over or  preference  to any other such  Holder,  or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal,  ratable and common  benefit of all Holders  (except as otherwise
provided  herein).  For the protection and enforcement of this Section 7.4, each
and every  Noteholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

         Notwithstanding any other provision of this Indenture and any provision
of any Note,  the  right of any  Holder of any Note to  receive  payment  of the
principal  of and premium,  if any,  and interest on such Note,  on or after the
respective due dates  therefor,  or to institute suit for the enforcement of any
such payment on or after such respective  dates against the Company shall not be
impaired or affected without the consent of such Holder.

         Anything   in   this   Indenture   or  the   Notes   to  the   contrary
notwithstanding,  the  Holder of any Note,  without  the  consent  of either the
Trustee  or the  Holder of any other  Note,  in his own  behalf  and for his own
benefit,  may enforce, and may institute and maintain any proceeding suitable to
enforce, his rights of conversion as provided herein.

         Section 7.5.         Proceedings by Trustee.

         In case of an Event  of  Default,  the  Trustee  may in its  discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate  judicial  proceedings  as the Trustee shall deem most  effectual to
protect and enforce any of such rights, either by suit in equity or by action at
law or by  proceeding  in  bankruptcy  or  otherwise,  whether for the  specific
enforcement  of any covenant or agreement  contained in this Indenture or in aid
of the exercise of any power granted in this Indenture,  or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.

         Section 7.6.         Remedies Cumulative and Continuing.

         Except as provided in the last paragraph of Section 2.9, all powers and
remedies  given by this Article VII to the Trustee or to the Holders  shall,  to
the extent  permitted  by law, be deemed  cumulative  and not  exclusive  of any
thereof or of any other  powers and  remedies  available  to the  Trustee or the
Holders,  by judicial  proceedings or otherwise,  to enforce the  performance or
observance of the covenants and agreements  contained in this Indenture,  and no
delay  or  omission  of the  Trustee  or of any  Holder  of any of the  Notes to
exercise  any  right or power  accruing  upon any  default  or Event of  Default
occurring and continuing as aforesaid  shall impair any such right or power,  or
shall be  construed  to be a  waiver  of any such  default  or any  acquiescence
therein and,  subject to the  provisions of Section 7.4,  every power and remedy
given by this  Article  VII or by law to the  Trustee or to the  Holders  may be
exercised from time to time, and as often as shall be deemed  expedient,  by the
Trustee or by the Holders.

         Section 7.7.         Direction of Proceedings and Waiver of Defaults by
                              Majority of Holders.

         The Holders of a majority in aggregate principal amount of the Notes at
the time  outstanding  determined in accordance  with Section 9.4 shall have the
right to direct the time,  method and place of conducting any proceeding for any
remedy  available to the Trustee or exercising  any trust or power  conferred on
the Trustee, provided, however, that (a) such direction shall not be in conflict
with any rule of law or with this  Indenture,  and (b) the  Trustee may take any
other action deemed proper by the Trustee  which is not  inconsistent  with such
direction.  The Holders of a majority in aggregate principal amount of the Notes
at the time outstanding  determined in accordance with Section 9.4 may on behalf
of the  Holders of all of the Notes  waive any past  default or Event of Default
hereunder and its  consequences  except (i) a default in the payment of interest
or premium,  if any, on, or the principal  of, the Notes,  (ii) a failure by the
Company to convert any Notes into Common  Stock,  (iii) a default in the payment
of the Redemption  Price pursuant to Article III or repurchase price pursuant to
Article  XVI or (iv) a default in respect of a  covenant  or  provisions  hereof
which under Article XI cannot be modified or amended  without the consent of the
Holders of all Notes then outstanding.  Upon any such waiver,  the Company,  the
Trustee and the Holders  shall be restored to their former  positions and rights
hereunder, but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon. Whenever any default or
Event of Default  hereunder  shall have been waived as permitted by this Section
7.7,  said  default or Event of Default  shall for all purposes of the Notes and
this  Indenture  be deemed to have been cured and to be not  continuing,  but no
such waiver shall extend to any  subsequent or other default or Event of Default
or impair any right consequent thereon.

         Section 7.8.         Notice of Defaults.

         The Trustee  shall,  within 90 days after a Trust Officer has knowledge
of the occurrence of a default,  mail to all Holders, as the names and addresses
of such Holders appear upon the Note register, notice of all defaults known to a
Trust  Officer,  unless such defaults shall have been cured or waived before the
giving of such notice and  provided  that,  except in the case of default in the
payment of the  principal  of, or  premium,  if any,  or  interest on any of the
Notes,  the Trustee shall be protected in withholding such notice if and so long
as a trust  committee of directors  and/or officers of the Trustee in good faith
determines  that  the  withholding  of such  notice  is in the  interest  of the
Holders.

         Section 7.9.         Undertaking to Pay Costs.

         All parties to this Indenture agree, and each Holder of any Note by his
acceptance  thereof  shall be deemed to have agreed,  that any court may, in its
discretion,  require,  in any suit for the  enforcement  of any  right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as  Trustee,  the filing by any party  litigant in such suit of an
undertaking  to pay the  costs  of such  suit  and that  such  court  may in its
discretion  assess  reasonable  costs,  including  reasonable  attorneys'  fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good faith of the claims or defenses made by such party litigant,  provided that
the  provisions  of this Section 7.9 (to the extent  permitted by law) shall not
apply to any suit  instituted  by the  Trustee,  to any suit  instituted  by any
Noteholder,  or group of Holders, holding in the aggregate more than ten percent
in  principal  amount  of  the  Notes  at the  time  outstanding  determined  in
accordance with Section 9.4, or to any suit instituted by any Noteholder for the
enforcement  of the payment of the principal of or premium,  if any, or interest
on any Note on or after the due date therefor or to any suit for the enforcement
of the right to convert any Note in accordance with the provisions of Article XV
or to require the Company to repurchase any Note in accordance with Article XVI.

                                 ARTICLE VIII
                            CONCERNING THE TRUSTEE

         Section 8.1.         Duties and Responsibilities of Trustee.

         The Trustee,  prior to the  occurrence of an Event of Default and after
the curing of all  Events of  Default  which may have  occurred,  undertakes  to
perform such duties and only such duties as are  specifically  set forth in this
Indenture. In case an Event of Default has occurred (which has not been cured or
waived),  the Trustee shall  exercise such of the rights and powers vested in it
by this Indenture,  and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

         No  provision  of this  Indenture  shall be  construed  to relieve  the
Trustee from liability for its own negligent  action,  its own negligent failure
to act or its own willful misconduct, except that:

         (a) prior to the occurrence of an Event of Default and after the curing
or waiving of all Events of Default which may have occurred:

         (1) the duties  and  obligations  of the  Trustee  shall be  determined
solely by the express  provisions of this Indenture and the Trust Indenture Act,
and the Trustee  shall not be liable except for the  performance  of such duties
and obligations as are  specifically  set forth in this Indenture and no implied
covenants  or  obligations  shall  be read  into  this  Indenture  or the  Trust
Indenture Act against the Trustee; and

         (2) in the absence of bad faith and willful  misconduct  on the part of
the  Trustee,  the  Trustee  may  conclusively  rely,  as to  the  truth  of the
statements  and the  correctness  of the opinions  expressed  therein,  upon any
certificates  or  opinions  furnished  to  the  Trustee  and  conforming  to the
requirements  of this  Indenture  but, in the case of any such  certificates  or
opinions  which  by  any  provisions  hereof  are  specifically  required  to be
furnished to the Trustee,  the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Indenture;

         (b) the Trustee  shall not be liable for any error of judgment  made in
good faith by a Trust  Officer or Officers,  unless the Trustee was negligent in
ascertaining the pertinent facts;

         (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance  with the direction of the
Holders of not less than a majority in principal amount of the Notes at the time
outstanding  determined as provided in Section 9.4 relating to the time,  method
and place of conducting any proceeding for any remedy  available to the Trustee,
or  exercising  any  trust  or power  conferred  upon the  Trustee,  under  this
Indenture; and

         (d) whether or not therein provided,  every provision of this Indenture
relating to the conduct or affecting the  liability of, or affording  protection
to, the Trustee as Trustee,  Paying  Agent,  Registrar,  Custodian or Conversion
Agent shall be subject to the provisions of this Section.

         None of the provisions  contained in this  Indenture  shall require the
Trustee to expend or risk its own funds or otherwise  incur  personal  financial
liability in the  performance  of any of its duties or in the exercise of any of
its rights or powers.

         Section 8.2.         Reliance on Documents, Opinions, Etc.

         Except as otherwise provided in Section 8.1,

         (a) the  Trustee  may rely and shall be  protected  in acting  upon any
resolution,   certificate,   statement,  instrument,  opinion,  report,  notice,
request,  consent, order, bond, note, coupon or other paper or document believed
by it in good faith to be genuine  and to have been signed or  presented  by the
proper party or parties;

         (b) any request,  direction,  order or demand of the Company  mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence  in  respect  thereof  be  herein  specifically   prescribed)  and  any
resolution  of the Board of  Directors  may be evidence to the Trustee by a copy
thereof certified by the Secretary or an Assistant Secretary of the Company;

         (c) the Trustee may consult with counsel,  and any advice or Opinion of
Counsel shall be full and complete  authorization  and  protection in respect of
any action  taken or omitted by it  thereunder  in good faith and in  accordance
with such advice or Opinion of Counsel;

         (d) the Trustee  shall be under no  obligation  to exercise  any of the
rights  or  powers  vested  in it by this  Indenture  at the  request,  order or
direction of any of the Holders  pursuant to the  provisions of this  Indenture,
unless such  Holders  shall have offered to the Trustee  reasonable  security or
indemnity  against the costs,  expenses  and  liabilities  which may be incurred
therein or thereby;

         (e) the Trustee shall not be bound to make any  investigation  into the
facts or matters stated in any resolution,  certificate,  statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, Note or other
paper or document,  but the Trustee,  in its  discretion,  may make such further
inquiry or  investigation  into such facts or matters as it may see fit, and, if
the Trustee shall  determine to make such further inquiry or  investigation,  it
shall be  entitled to examine the books,  records and  premises of the  Company,
personally  or by Agent or  attorney,  provided,  however,  that if the payments
within a reasonable  time to the Trustee of the costs,  expenses or  liabilities
likely  to be  incurred  by it in the  making of such  investigation  is, in the
opinion of the Trustee,  not  reasonably  assured to the Trustee by the security
afforded  to it by  the  terms  of  this  Indenture,  the  Trustee  may  require
reasonable  indemnity  against  such  expenses or liability as a condition to so
proceeding and the reasonable  expenses of every such examination  shall be paid
by the Company or, if paid by the Trustee or any predecessor  Trustee,  shall be
repaid by the Company upon demand;

         (f) the Trustee may  execute any of the trusts or powers  hereunder  or
perform  any  duties  hereunder  either  directly  or by or  through  agents  or
attorneys  and the  Trustee  shall  not be  responsible  for any  misconduct  or
negligence  on the part of any Agent or attorney  appointed  by it with due care
hereunder; and

         (g) the  Trustee  shall  not be  deemed  to have  notice of an Event of
Default or of any event or  conditions  which,  with the  giving of notice,  the
passage of time, or both,  might  constitute an Event of Default  unless (i) the
Trustee has received  written  notice thereof from the Company or any Noteholder
or (ii) a Trust Officer shall have actual knowledge thereof.

         Section 8.3.         No Responsibility for Recitals, Etc.

         The recitals contained herein and in the Notes (except in the Trustee's
certificate of authentication)  shall be taken as the statements of the Company,
and the Trustee assumes no  responsibility  for the correctness of the same. The
Trustee  makes no  representations  as to the  validity or  sufficiency  of this
Indenture or of the Notes.  The Trustee shall not be accountable  for the use or
application  by  the  Company  of  any  Notes  or  the  proceeds  of  any  Notes
authenticated  and delivered by the Trustee in conformity with the provisions of
this Indenture.

         Section 8.4.         Trustee,  Paying   Agents,  Conversion  Agents  or
                              Registrar May Own Notes.

         The Trustee,  any Paying Agent, any Conversion  Agent or Registrar,  in
its individual or any other  capacity,  may become the owner or pledgee of Notes
with the  same  rights  it would  have if it were  not  Trustee,  Paying  Agent,
Conversion Agent or Registrar.

         Section 8.5.         Monies to Be Held in Trust.

         Subject to the provisions of Section 13.4,  all monies  received by the
Trustee shall,  until used or applied as herein  provided,  be held in trust for
the  purposes for which they were  received.  Money held by the Trustee in trust
thereunder need not be segregated from other funds except to the extent required
by law.  The  Trustee  shall be under no  liability  for  interest  on any money
received  by it  hereunder  except  as may be  agreed  from  time to time by the
Company and the Trustee.

         Section 8.6.         Compensation and Expenses of Trustee.

         The Company  covenants  and agrees to pay to the  Trustee  from time to
time,  and the Trustee  shall be entitled to,  reasonable  compensation  for all
services rendered by it hereunder in any capacity (which shall not be limited by
any  provision of law in regard to the  compensation  of a Trustee of an express
trust),  and the Company will pay or reimburse  the Trustee upon its request for
all reasonable expenses,  disbursements and advances reasonably incurred or made
by the  Trustee  in  accordance  with any of the  provisions  of this  Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel  and of all  Persons  not  regularly  in its  employ),  except  any such
expense,  disbursement  or advance as may arise from the  Trustee's  negligence,
willful  misconduct,  recklessness  or bad faith.  The Company also covenants to
indemnify  the Trustee in any capacity  under this  Indenture and its agents and
any  authenticating  agent for,  and to hold them  harmless  against,  any loss,
liability  or  expense  incurred   without   negligence,   willful   misconduct,
recklessness,  or bad  faith  on the  part  of the  Trustee  or  such  Agent  or
authenticating  agent,  as the case may be, and arising out of or in  connection
with the  acceptance or  administration  of this trust or in any other  capacity
hereunder,  including the costs and expenses of defending themselves against any
claim of liability  in the  premises.  All  indemnifications  and releases  from
liability  granted  hereunder  to the  Trustee  shall  extend  to its  Officers,
directors,  employees,  agents,  successors and assigns.  The obligations of the
Company under this Section 8.6 to compensate or indemnify the Trustee and to pay
or reimburse  the Trustee for  expenses,  disbursements  and  advances  shall be
secured by a lien prior to that of the Notes upon all property and funds held or
collected by the Trustee as such,  except funds held in trust for the benefit of
the Holders of  particular  Notes.  The  obligation  of the  Company  under this
Section 8.6 shall survive the satisfaction and discharge of this Indenture.

         When the  Trustee  and its agents and any  authenticating  agent  incur
expenses  or render  services  after an Event of  Default  specified  in Section
7.1(f) or (g) occurs,  the  expenses and the  compensation  for the services are
intended  to  constitute  expenses  of  administration   under  any  bankruptcy,
insolvency or similar laws.

         Section 8.7.         Officers' Certificate as Evidence.

         Except  as  otherwise   provided  in  Section  8.1,   wherever  in  the
administration  of the provisions of this  Indenture,  the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action  hereunder,  such matter  (unless other  evidence in respect
thereof be herein  specifically  prescribed)  may, in the absence of negligence,
willful  misconduct,  recklessness,  or bad faith on the part of the Trustee, be
deemed to be  conclusively  proved and  established by an Officers'  Certificate
delivered to the Trustee.

         Section 8.8.         Conflicting Interests of Trustee.

         If the Trustee has or shall acquire a conflicting  interest  within the
meaning of the Trust  Indenture  Act, the Trustee  shall either  eliminate  such
interest or resign,  to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

         Section 8.9.         Eligibility of Trustee.

         There shall at all times be a Trustee hereunder which shall be a Person
that is eligible  pursuant to the Trust  Indenture  Act to act as such and which
shall have (or, in the case of a corporation  included in a bank holding company
system,  the related bank  holding  company  shall have) a combined  capital and
surplus of at least  $50,000,000.  If such Person publishes reports of condition
at least annually,  pursuant to law or to the requirements of any supervising or
examining  authority,  then for the  purposes of this  Section 8.9, the combined
capital and surplus of such Person  shall be deemed to be its  combined  capital
and surplus as set forth in its most recent report of condition so published. If
at any time the  Trustee  shall  cease to be  eligible  in  accordance  with the
provisions  of this Section 8.9, it shall resign  immediately  in the manner and
with the effect hereinafter specified in this Article VIII.

         Section 8.10.        Resignation or Removal of Trustee.

                  (a) The  Trustee  may at any time  resign  by  giving  written
notice of such  resignation  to the Company  and to the  Holders of Notes.  Upon
receiving  such notice of  resignation,  the Company  shall  promptly  appoint a
successor Trustee by written instrument, in duplicate,  executed by order of the
Board of  Directors,  one copy of which  instrument  shall be  delivered  to the
resigning Trustee and one copy to the successor Trustee. If no successor Trustee
shall have been so appointed and have accepted  appointment within 60 days after
the mailing of such notice of resignation to the Holders,  the resigning Trustee
may  petition  any court of  competent  jurisdiction  for the  appointment  of a
successor  Trustee,  or any Noteholder who has been a bona fide Holder of a Note
or Notes for at least six months may,  subject to the provisions of Section 7.9,
on behalf of himself and all others similarly situated,  petition any such court
for the appointment of a successor Trustee. Such court may thereupon, after such
notice,  if any,  as it may deem  proper  and  prescribe,  appoint  a  successor
Trustee.

                  (b) In case at any time any of the following shall occur:

                             (1)    the  Trustee  shall  fail  to  comply   with
Section 8.8 after written  request  therefor by the Company or by any Noteholder
who has been a bona fide  Holder of a Note or Notes for at least six (6) months;
or

                             (2) the  Trustee  shall  cease  to be  eligible  in
accordance with the provisions of
Section  8.9 and shall fail to resign  after  written  request  therefor  by the
Company or by any such Noteholder; or

                             (3) the Trustee  shall become  incapable of acting,
or shall be adjudged a bankrupt
or  insolvent,  or a  receiver  of the  Trustee  or of  its  property  shall  be
appointed,  or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of  rehabilitation,  conservation  or
liquidation;

                  then, in any such case, the Company may remove the Trustee and
appoint a successor  Trustee by written  instrument,  in duplicate,  executed by
order of the Board of Directors, one copy of which instrument shall be delivered
to the Trustee so removed and one copy to the successor Trustee,  or, subject to
the provisions of Section 7.9, any Noteholder who has been a bona fide Holder of
a Note or Notes for at least six (6) months  may,  on behalf of himself  and all
others similarly situated,  petition any court of competent jurisdiction for the
removal of the Trustee and the  appointment of a successor  Trustee.  Such court
may thereupon,  after such notice,  if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor Trustee.

                    (c) The Holders of a majority in aggregate  principal amount
of the Notes at the time  outstanding  may at any time  remove the  Trustee  and
nominate a  successor  Trustee  which  shall be deemed  appointed  as  successor
Trustee  unless  within  ten (10)  days  after  notice  to the  Company  of such
nomination, the Company objects thereto, in which case the Trustee so removed or
any  Noteholder,  upon the terms and  conditions  and  otherwise  as in  Section
8.10(a)  provided,  may  petition  any court of  competent  jurisdiction  for an
appointment of a successor Trustee.

                    (d)  Any   resignation   or  removal  of  the   Trustee  and
appointment  of a successor  Trustee  pursuant to any of the  provisions of this
Section  8.10 shall become  effective  upon  acceptance  of  appointment  by the
successor Trustee as provided in Section 8.11.

         Section 8.11.        Acceptance by Successor Trustee.

         Any  successor  Trustee  appointed  as provided  in Section  8.10 shall
execute,  acknowledge and deliver to the Company and to its predecessor  Trustee
an  instrument   accepting  such  appointment   hereunder,   and  thereupon  the
resignation  or removal of the  predecessor  Trustee shall become  effective and
such  successor  Trustee,  without any further act,  deed or  conveyance,  shall
become  vested  with all the  rights,  powers,  duties  and  obligations  of its
predecessor hereunder, with like effect as if originally named as Trustee herein
but,  nevertheless,  on the written  request of the Company or of its  successor
Trustee,  the Trustee ceasing to act shall, upon payment of any amounts then due
it pursuant to the provisions of Section 8.6,  execute and deliver an instrument
transferring to such successor  Trustee all the rights and powers of the Trustee
so ceasing to act. Upon request of any such successor Trustee, the Company shall
execute any and all instruments in writing for more fully and certainly  vesting
in and  confirming  to such  successor  Trustee all such rights and powers.  Any
Trustee ceasing to act shall, nevertheless,  retain a lien upon all property and
funds held or collected by such Trustee as such,  except for funds held in trust
for the benefit of Holders of particular  Notes,  to secure any amounts then due
it pursuant to the provisions of Section 8.6.

         No  successor  Trustee  shall  accept  appointment  as provided in this
Section 8.11 unless at the time of such acceptance, such successor Trustee shall
be  qualified  under the  provisions  of Section 8.8 and be  eligible  under the
provisions of Section 8.9.

         Upon  acceptance of appointment  by a successor  Trustee as provided in
this Section 8.11, the Company (or the former Trustee,  at the written direction
of the Company)  shall mail or cause to be mailed  notice of the  succession  of
such  Trustee  hereunder  the Holders of Notes at their  addresses as they shall
appear on the Note register. If the Company fails to mail such notice within ten
(10)  days  after  acceptance  of  appointment  by the  successor  Trustee,  the
successor  Trustee  shall  cause such  notice to be mailed at the expense of the
Company.

         Section 8.12.        Succession by Merger, Etc.

         Any  corporation  into which the Trustee may be merged or  converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding  to all or  substantially  all  of the  corporate  trust
business of the Trustee  (including any trust created by this Indenture),  shall
be the successor to the Trustee hereunder without the execution or filing of any
paper or any further act on the part of any of the parties hereto, provided that
in the case of any  corporation  succeeding to all or  substantially  all of the
corporate  trust business of the Trustee,  such  corporation  shall be qualified
under the provisions of Section 8.8 and eligible under the provisions of Section
8.9.

         In case at the time such  successor to the Trustee shall succeed to the
trusts created by this Indenture, any of the Notes shall have been authenticated
but not delivered,  any such successor to the Trustee may adopt the  certificate
of authentication of any predecessor  Trustee or authenticating  agent appointed
by such predecessor Trustee, and deliver such Notes so authenticated and in case
at that time any of the Notes shall not have been  authenticated,  any successor
to the Trustee or an  authenticating  agent appointed by such successor  Trustee
may  authenticate  such  Notes  either  in the name of any  predecessor  Trustee
hereunder  or in the name of the  successor  Trustee  and in all such cases such
certificates  shall have the full force  which it is anywhere in the Notes or in
this Indenture provided that the certificate of the Trustee shall have provided,
however,  that the  right to adopt  the  certificate  of  authentication  of any
predecessor  Trustee  shall apply only to its successor or successors by merger,
conversion or consolidation.

         Section 8.13.        Limitation on Rights of Trustee as Creditor.

         If and when the  Trustee  shall be or become a creditor  of the Company
(or any other  obligor  upon the  Notes),  the  Trustee  shall be subject to the
provisions of the Trust  Indenture  Act  regarding the  collection of the claims
against the Company (or any such other obligor).

                                  ARTICLE IX
                          CONCERNING THE NOTEHOLDERS

         Section 9.1.         Action by Holders.

         When in this  Indenture it is provided  that the Holders of a specified
percentage  in  aggregate  principal  amount of the  Notes  may take any  action
(including  the  making of any  demand or  request,  the  giving of any  notice,
consent or waiver or the taking of any other action),  the fact that at the time
of taking any such action, the Holders of such specified  percentage have joined
therein may be evidenced (a) by any  instrument or any number of  instruments of
similar  tenor  executed by Holders in Person or by Agent or proxy  appointed in
writing, or (b) by the record of the Holders of Notes voting in favor thereof at
any meeting of Holders duly called and held in accordance with the provisions of
Article X, or (c) by a combination  of such  instrument or  instruments  and any
such  record of such a meeting of Holders.  Whenever  the Company or the Trustee
solicits the taking of any action by the Holders, the Company or the Trustee may
fix in advance of such  solicitation,  a date as the record date for determining
Holders entitled to take such action.  The record date shall be not more than 15
days prior to the date of commencement of solicitation of such action.

         Section 9.2.         Proof of Execution by Holders.

         Subject to the  provisions of Sections 8.1, 8.2 and 10.5,  proof of the
execution  of any  instrument  by a  Noteholder  or his Agent or proxy  shall be
sufficient if made in accordance with such  reasonable  rules and regulations as
may be prescribed by the Trustee or in such manner as shall be  satisfactory  to
the  Trustee.  The holding of Notes  shall be  provided by the  registry of such
Notes or by a certificate of the Registrar.

         The  record of any  Holders'  meeting  shall be  proved  in the  manner
provided in Section 10.6.

         Section 9.3.         Who are Deemed Absolute Owners.

         The  Company,  any  other  obligor  on  the  Notes,  the  Trustee,  any
authenticating  agent,  any Paying Agent, any Conversion Agent and any Registrar
may deem the Person in whose name such Note  shall be  registered  upon the Note
register to be, and may treat him as, the absolute  owner of such Note  (whether
or not such Note shall be overdue and  notwithstanding any notation of ownership
or other writing thereon) for the purpose of receiving  payment of or on account
of the principal of, premium,  if any, and interest on such Note, for conversion
of such  Note  and for all  other  purposes  and  neither  the  Company  nor any
authenticating  agent nor any  Registrar  shall be affected by any notice to the
contrary.  All such  payments so made to any Holder for the time being,  or upon
his  order,  shall be  valid,  and,  to the  extent  of the sum or sums so paid,
effectual to satisfy and discharge  the  liability for monies  payable upon such
Note.

         Section 9.4.         Company-Owned Notes Disregarded.

         In determining whether the Holders of the requisite aggregate principal
amount of Notes have concurred in any direction, consent, waiver or other action
under this Indenture,  Notes which are owned by the Company or any other obligor
on the Notes or by any Person  directly or indirectly  controlling or controlled
by or under  direct or  indirect  common  control  with the Company or any other
obligor on the Notes shall be disregarded  and deemed not to be outstanding  for
the  purpose  of any  such  determination,  provided  that for the  purposes  of
determining  whether  the  Trustee  shall be  protected  in  relying on any such
direction,  consent,  waiver or other  action,  only Notes which a Trust Officer
knows  are so owned  shall be so  disregarded.  Notes so owned  which  have been
pledged in good faith may be  regarded  as  outstanding  for the purpose of this
Section 9.4 if the pledgee shall  establish to the  satisfaction  of the Trustee
the pledgee's  right to vote such Notes and that the pledgee is not the Company,
any other obligor on the Notes or a Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company of any
such other obligor.  In the case of a dispute as to such right,  any decision by
the Trustee  taken upon the advice of counsel  shall be full  protection  to the
Trustee.  Upon request of the Trustee,  the Company shall furnish to the Trustee
promptly an Officers'  Certificate  listing and  identifying  all Notes, if any,
known by the  Company  to be owned or held by or for the  account  of any of the
above-described  Persons  and,  subject to Section  8.1,  the  Trustee  shall be
entitled to accept such  Officers'  Certificate  as  conclusive  evidence of the
facts  therein  set forth and of the fact that all Notes not listed  therein are
outstanding for the purpose of any such determination.

         Section 9.5.         Revocation of Consents;  Future Holders Bound.

         At any time prior to (but not after) the evidencing to the Trustee,  as
provided  in Section  9.1,  of the  taking of any  action by the  Holders of the
percentage  in  aggregate  principal  amount  of the  Notes  specified  in  this
Indenture in connection with such action, any Holder of a Note which is shown by
the evidence to be included in the Notes the Holders of which have  consented to
such  action  may, by filing  written  notice with the Trustee at its  Corporate
Trust Office and upon proof of holding as provided in Section  9.2,  revoke such
action so far as it concerns  such Note.  Except as  aforesaid,  any such action
taken by the Holder of any Note shall be conclusive and binding upon such Holder
and upon all future  Holders and owners of such Note and of any Notes  issued in
exchange or  substitution  therefor,  irrespective  of whether  any  notation in
regard  thereto  is made  upon  such  Note or any Note  issued  in  exchange  or
substitution therefor.

                                    ARTICLE X
                              NOTEHOLDERS' MEETINGS

         Section 10.1.        Purpose of Meetings.

         A meeting  of  Holders  may be called at any time and from time to time
pursuant to the provisions of this Article X for any of the following purposes:

                  (a) to give any notice to the  Company or to the Trustee or to
give any directions to the Trustee permitted under this Indenture, or to consent
to  the  waiving  of  any  default  or  Event  of  Default   hereunder  and  its
consequences,  or to take any other  action  authorized  to be taken by  Holders
pursuant to any of the provisions of Article VII;

                  (b) to remove the  Trustee and  nominate a  successor  Trustee
pursuant to the provisions of Article VIII;

                  (c) to consent to the  execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 11.2; or

                  (d) to take any other action  authorized  to be taken by or on
behalf of the Holders of any specified  aggregate  principal amount of the Notes
under any other provision of this Indenture or under applicable law.

         Section 10.2.        Call of Meetings by Trustee.

         The  Trustee  may at any time call a  meeting  of  Holders  to take any
action specified in Section 10.1, to be held at such time and at such place at a
location within ten (10) miles of the Corporate Trust Office or in New York, New
York,  as the Trustee shall  determine.  Notice of every meeting of the Holders,
setting  forth the time and the place of such  meeting and in general  terms the
action proposed to be taken at such meeting and the  establishment of any record
date  pursuant  to  Section  9.1,  shall be mailed to  Holders of Notes at their
addresses as they shall appear on the Note  register.  Such notice shall also be
mailed to the Company.  Such  notices  shall be mailed not less than 20 nor more
than 90 days prior to the date fixed for the meeting.

         Any meeting of Holders shall be valid without  notice if the Holders of
all Notes  then  outstanding  are  present in Person or by proxy or if notice is
waived before or after the meeting by the Holders of all Notes outstanding,  and
if  the  Company  and  the  Trustee  are  either  present  by  duly   authorized
representatives or have, before or after the meeting, waived notice.

         Section 10.3.        Call of Meetings by Company or Holders.

         In case at any time the Company,  pursuant to a resolution of its Board
of  Directors,  or the  Holders of at least ten percent in  aggregate  principal
amount of the Notes then outstanding, shall have requested the Trustee to call a
meeting of Holders,  by written request  setting forth in reasonable  detail the
action  proposed  to be taken at the  meeting,  and the  Trustee  shall not have
mailed the notice of such meeting  within 20 days after receipt of such request,
then the  Company or such  Holders may  determine  the time and the place at any
location within 10 miles of the Corporate Trust Office or New York, New York for
such meeting and may call such meeting to take any action  authorized in Section
10.1, by mailing notice thereof as provided in Section 10.2.

         Section 10.4.        Qualifications for Voting.

         To be entitled to vote at any meeting of Holders a Person  shall (a) be
a Holder of one or more Notes on the record date  pertaining  to such meeting or
(b) be a Person  appointed by an  instrument  in writing as proxy by a Holder of
one or more  Notes.  The only  Persons who shall be entitled to be present or to
speak at any meeting of Holders  shall be the  Persons  entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.

         Section 10.5.        Regulations.

         Notwithstanding any other provisions of this Indenture, the Trustee may
make such  reasonable  regulations  as it may deem  advisable for any meeting of
Holders,  in regard to proof of the holding of Notes and of the  appointment  of
proxies, and in regard to the appointment and duties of inspectors of votes, the
submission and  examination of proxies,  certificates  and other evidence of the
right to vote,  and such other matters  concerning the conduct of the meeting as
it shall think fit.

         The Trustee  shall,  by an instrument  in writing,  appoint a temporary
chairman  of the  meeting,  unless the  meeting  shall  have been  called by the
Company or by Holders as provided in Section  10.3, in which case the Company or
the  Holders  calling  the  meeting,  as the case may be,  shall in like  manner
appoint a temporary chairman.  A permanent chairman and a permanent secretary of
the meeting  shall be elected by vote of the Holders of a majority in  principal
amount of the Notes  represented  at the  meeting  and  entitled  to vote at the
meeting.

         Subject  to  the  provisions  of  Section  9.4,  at  any  meeting  each
Noteholder  or proxy  Holder  shall  be  entitled  to one  vote for each  $1,000
principal  amount of Notes  then  outstanding  and held or  represented  by him,
provided,  however,  that no vote  shall be cast or  counted  at any  meeting in
respect of any Note  challenged as not  outstanding and ruled by the chairman of
the meeting to be not  outstanding.  The  chairman of the meeting  shall have no
right to vote  other  than by  virtue  of Notes  held by him or  instruments  in
writing as aforesaid duly  designating  him as the proxy vote on behalf of other
Holders.  Any meeting of Holders  duly  called  pursuant  to the  provisions  of
Section  10.2 or 10.3 may be  adjourned  from time to time by the  Holders  of a
majority of the aggregate  principal amount of Notes represented at the meeting,
whether  or not  constituting  a  quorum,  and  the  meeting  may be  held as so
adjourned without further notice.

         Section 10.6.        Voting.

         The vote upon any resolution  submitted to any meeting of Holders shall
be by written  ballot on which shall be subscribed the signatures of the Holders
of Notes or of their  representative  by proxy and the  principal  amount of the
Notes held or represented  by them. The permanent  chairman of the meeting shall
appoint  two  inspectors  of votes who shall count all votes cast at the meeting
for or against any  resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at the
meeting.  A record in  duplicate of the  proceedings  of each meeting of Holders
shall be prepared by the secretary of the meeting and there shall be attached to
said  record  the  original  reports of the  inspectors  of votes on any vote by
ballot taken thereat and affidavits by one or more Persons  having  knowledge of
the facts  setting  forth a copy of the notice of the meeting  and showing  that
said notice was mailed as provided in Section  10.2.  The record  shall show the
principal amount of the Notes voting in favor of or against any resolution.  The
record shall be signed and verified by the affidavits of the permanent  chairman
and secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee,  the latter
to have attached thereto the ballots voted at the meeting.

         Any record so signed and verified  shall be conclusive  evidence of the
matters therein stated.

         Section 10.7.        No Delay of Rights by Meeting.

         Nothing in this  Article X shall be deemed or construed to authorize or
permit, by reason of any call of a meeting of Holders or any rights expressly or
impliedly  conferred  hereunder to make such call, any hindrance or delay in the
exercise of any right or rights  conferred upon or reserved to the Trustee or to
the Holders under any of the provisions of this Indenture or of the Notes.

                                   ARTICLE XI
                             SUPPLEMENTAL INDENTURES

         Section 11.1.       Supplemental Indentures Without Consent of Holders.

         The Company,  when  authorized by resolutions of the Board of Directors
certified by its Secretary or an Assistant  Secretary,  and the Trustee may from
time to time and at any time enter into an indenture or indentures  supplemental
hereto for one or more of the following purposes:

                  (a) to make provisions  with respect to the conversion  rights
of the Holders of Notes  pursuant  to the  requirements  of Section  15.6 or the
repurchase  obligations of the Company  pursuant to the  requirements of Section
16.5;

                  (b)  subject  to  Article  IV, to  convey,  transfer,  assign,
mortgage  or pledge to the Trustee as security  for the Notes,  any  property or
assets;
                  (c) to evidence the  succession of another  corporation to the
Company,  or  successive  successions,  and  the  assumption  by  the  successor
corporation of the covenants, agreements and obligations of the Company pursuant
to Article XII;

                  (d) to  add to the  covenants  of  the  Company  such  further
covenants,  restrictions or conditions as the Board of Directors and the Trustee
shall  consider to be for the  benefit of the Holders of Notes,  and to make the
occurrence,  or the  occurrence  and  continuance,  of a  default  in  any  such
additional  covenants,  restrictions  or  conditions  a  default  or an Event of
Default  permitting  the  enforcement  of all or  any  of the  several  remedies
provided  in this  Indenture  as herein  set forth  provided,  however,  that in
respect  of  any  such  additional  covenant,  restriction  or  conditions  such
supplemental  indenture  may  provide  for a  particular  period of grace  after
default  (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default;

                  (e) to provide for the issuance  under this Indenture of Notes
in coupon form (including Notes registrable as to principal only) and to provide
for  exchangeability  of such Notes  with the Notes  issued  hereunder  in fully
registered form and to make all appropriate changes for such purpose;

                  (f) to cure any  ambiguity  or to  correct or  supplement  any
provision  contained  herein  or in  any  supplemental  indenture  which  may be
defective or inconsistent  with any other provisions  contained herein or in any
supplemental indenture, or to make such other provisions in regard to matters or
questions  arising under this  Indenture  which shall not  materially  adversely
affect the interests of the Holders;

                  (g) to evidence and provide for the  acceptance of appointment
hereunder by a successor Trustee with respect to the Notes; or

                  (h) to  modify,  eliminate  or add to the  provisions  of this
Indenture to such extent as shall be necessary  to effect the  qualification  of
this  Indenture  under the Trust  Indenture  Act, or under any  similar  federal
statue hereafter enacted.

         The  Trustee  is  hereby  authorized  to join with the  Company  in the
execution of any such supplemental  indenture,  to make any further  appropriate
agreements  and  stipulations  which may be therein  contained and to accept the
conveyance,  transfer and assignment of any property thereunder, but the Trustee
shall  not  be  obligated  to,  but  may  in  its  discretion,  enter  into  any
supplemental  indenture  which  affects  the  Trustee's  own  rights,  duties or
immunities under this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
11.1 may be executed  by the Company and the Trustee  without the consent of the
Holders of any of the Notes at the time outstanding,  notwithstanding any of the
provisions of Section 11.2.

         Section 11.2.        Supplemental Indentures with Consent of Holders.

         With the consent  (evidenced  as provided in Article IX) of the Holders
of not less than a majority in  aggregate  principal  amount of the Notes at the
time  outstanding  determined in accordance with Section 9.4, the Company,  when
authorized by the  resolutions  of the Board of  Directors,  and the Trustee may
from  time  to time  and at any  time  enter  into an  indenture  or  indentures
supplemental  hereto for the purpose of adding any  provisions to or changing in
any  manner  or  eliminating  any of the  provisions  of this  Indenture  or any
supplemental  indenture or of modifying in any manner the rights of the Holders,
provided,  however,  that no such  supplemental  indenture  shall (i) extend the
fixed  maturity of any Note, or reduce the rate or extend the time of payment of
interest  thereon,  or reduce the principal  amount thereof or premium,  if any,
thereon, or reduce any amount payable on redemption thereof, or impair the right
of any  Noteholder  to  institute  suit  for the  payment  thereof,  or make the
principal thereof or interest or premium, if any, thereon payable in any coin or
currency other than that provided in the Notes, or modify the provisions of this
Indenture with respect to the  subordination of the Notes in a manner adverse to
the Holders in any material respect,  or change the obligation of the Company to
repurchase  any Note  upon the  occurrence  of a Change in  Control  in a manner
adverse  to the Holder of Notes,  or impair the right to convert  the Notes into
Common Stock in any material respect,  without the consent of the Holder of each
Note so affected,  or (ii) reduce the aforesaid percentage of Notes, the Holders
of which are required to consent to any such  supplemental  indentures,  without
the consent of the Holders of all Notes then outstanding.

         Upon  the  request  of  the  Company,  accompanied  by a  copy  of  the
resolutions of the Board of Directors certified by its Secretary or an Assistant
Secretary  authorizing the execution of any such  supplemental  indentures,  and
upon the  filing  with the  Trustee  of  evidence  of the  consent of Holders as
aforesaid  the  Trustee  shall join with the  Company in the  execution  of such
supplemental indentures unless such supplemental indenture affects the Trustee's
own rights,  duties or immunities  under this  Indenture or otherwise,  in which
case the Trustee may in its  discretion,  but shall not be  obligated  to, enter
into such supplemental indenture.

         It shall not be  necessary  for the consent of the  Holders  under this
Section  11.2  to  approve  the  particular  form of any  proposed  supplemental
indenture,  but it  shall  be  sufficient  if such  consent  shall  approve  the
substance thereof.

         Section 11.3.        Effect of Supplemental Indenture.

         Any supplemental  indenture executed pursuant to the provisions of this
Article  XI shall  comply  with the  Trust  Indenture  Act,  as then in  effect,
provided that this Section 11.3 shall not require such supplemental indenture or
the Trustee to be qualified under the Trust Indenture Act prior to the time such
qualification  is in fact required under the terms of the Trust Indenture Act or
the Indenture has been  qualified  under the Trust  Indenture  Act, nor shall it
constitute  any admission or  acknowledgment  by any party to such  supplemental
indenture  that any  such  qualification  is  required  prior  to the time  such
qualification  is in fact required under the terms of the Trust Indenture Act or
the  Indenture  has been  qualified  under the  Trust  Indenture  Act.  Upon the
execution  of any  supplemental  indenture  pursuant to the  provisions  of this
Article XI, this Indenture  shall be and be deemed to be modified and amended in
accordance   therewith  and  the  respective   rights,   limitation  of  rights,
obligations,  duties and  immunities  under this  Indenture of the Trustee,  the
Company and the Holders of Notes shall  thereafter be determined,  exercised and
enforced  hereunder subject in all respects to such modifications and amendments
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and  conditions of this  Indenture for any and
all purposes.

         Section 11.4.        Notation on Notes.

         Notes   authenticated   and  delivered   after  the  execution  of  any
supplemental  indenture pursuant to the provisions of this Article XI may bear a
notation in form  approved by the Trustee as to any matter  provided for in such
supplemental  indenture.  If the Company or the Trustee shall so determine,  new
Notes so modified as to conform,  in the opinion of the Trustee and the Board of
Directors,  to  any  modification  of  this  Indenture  contained  in  any  such
supplemental  indenture may, at the Company's expense,  be prepared and executed
by the Company,  authenticated by the Trustee (or an  authenticating  agent duly
appointed by the Trustee  pursuant to Section  17.11) and  delivered in exchange
for the Notes then outstanding, upon surrender of such Notes then outstanding.

         Section 11.5.       Evidence of Compliance of Supplemental Indenture to
                             Be Furnished Trustee.

         The  Trustee,  subject to the  provisions  of Sections 8.1 and 8.2, may
require an  Officers'  Certificate  and an  Opinion  of  Counsel  as  conclusive
evidence that any supplemental  indenture executed pursuant hereto complies with
the requirements of this Article XI.

                                   ARTICLE XII
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

         Section 12.1.        Company May Consolidate Etc. on Certain Terms.

         Subject to the provisions of Sections 12.2 and 16.1,  nothing contained
in this  Indenture  or in any of the Notes shall  prevent any  consolidation  or
merger  of the  Company  with or into  any  other  corporation  or  corporations
(whether or not affiliated with the Company),  or successive  consolidations  or
mergers in which the Company or its successor or successors  shall be a party or
parties,  or shall prevent any sale,  conveyance or lease (or successive  sales,
conveyances  or leases) of the  property  of the  Company,  substantially  as an
entirety, to any other corporation (whether or not affiliated with the Company),
authorized  to acquire and operate  the same and which,  in each case,  shall be
organized  under the laws of the United States of America,  any state thereof or
the District of Columbia,  provided,  that upon any such consolidation,  merger,
sale,  conveyance or lease, if the Company is not the surviving entity,  the due
and punctual  payment of the  principal of and premium,  if any, and interest on
all of the Notes, according to their tenor, and the due and punctual performance
and  observance of all of the covenants and  conditions of this  Indenture to be
performed by the Company,  shall be expressly assumed, by supplemental indenture
satisfactory  in form to the Trustee,  executed and  delivered to the Trustee by
the  corporation (if other than the Company)  formed by such  consolidation,  or
into which the Company shall have been merged, or by the corporation which shall
have acquired or leased such property,  and such  supplemental  indenture  shall
provide for the applicable conversion rights set forth in Section 15.6.

         Section 12.2.        Successor Corporation to Be Substituted.

         In case of any such consolidation,  merger,  sale,  conveyance or lease
referenced in Section 12.1 and upon the assumption by any successor corporation,
by supplemental  indenture  required by Section 12.1,  executed and delivered to
the Trustee and  satisfactory  in form to the  Trustee,  of the due and punctual
payment of the  principal  of and  premium,  if any,  and interest on all of the
Notes  and  the  due  and  punctual  performance  of all of  the  covenants  and
conditions  of  this  Indenture  to be  performed  by  Company,  such  successor
corporation  shall succeed to and be substituted for the Company,  with the same
effect  as if it had been  named  herein  as such.  Such  successor  corporation
thereupon  may cause to be signed and may issue either in its own name or in the
name of World  Access,  Inc. any or all of the Notes  issuable  hereunder  which
theretofore  shall not have been  signed by the  Company  and  delivered  to the
Trustee and, upon the order of such successor corporation instead of the Company
and  subject to all the terms,  conditions  and  limitations  in this  Indenture
prescribed,  the Trustee shall  authenticate  and shall deliver,  or cause to be
authenticated  and delivered,  any Notes which previously shall have been signed
and delivered by the Officers of the Company to the Trustee for  authentication,
and any Notes  which such  successor  corporation  thereafter  shall cause to be
signed and  delivered to the Trustee for that  purpose.  All the Notes so issued
shall in all respects have the same legal rank and benefit under this  Indenture
as the Notes  theretofore or thereafter  issued in accordance  with the terms of
this  Indenture  as though all of such Notes had been  issued at the date of the
execution  hereof.  In the  event of any  such  consolidation,  merger,  sale or
conveyance  (but not in the event of any such  lease),  the Person  named as the
"Company" in the first  paragraph of this Indenture or any successor which shall
thereafter  have become such in the manner  prescribed in this Article XII shall
be released from its  liabilities as obligor and maker of the Notes and from its
obligations under this Indenture.

         In case of any such consolidation,  merger, sale,  conveyance or lease,
such changes in  phraseology  and form (but not in substance) may be made in the
Notes thereafter to be issued as may be appropriate.

         Section 12.3.        Opinion of Counsel to Be Given Trustee.

         The  Trustee,  subject  to  Sections  8.1 and  8.2,  shall  receive  an
Officers'  Certificate and an Opinion of Counsel as conclusive evidence that any
such consolidation,  merger,  sale,  conveyance or lease and any such assumption
complies with the provisions of this Article XII.

                                  ARTICLE XIII

                     SATISFACTION AND DISCHARGE OF INDENTURE

         Section 13.1.        Discharge of Indenture.

         When (a) the Company shall deliver to the Trustee for  cancellation all
Notes theretofore authenticated (other than any Notes which have been destroyed,
lost or stolen and in lieu of or in  substitution  for which  other  Notes shall
have been authenticated and delivered) and not theretofore  canceled, or (b) all
the Notes not theretofore  canceled or delivered to the Trustee for cancellation
shall  have  become  due and  payable,  or are by their  terms to become due and
payable  within one year or are to be canceled  for  redemption  within one year
under  arrangements  satisfactory  to the  Trustee  for the  giving of notice of
redemption,  and the Company  shall deposit with the Trustee,  in trust,  monies
sufficient to pay at maturity or upon redemption of all of the Notes (other than
any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu
of or in substitution  for which other Notes shall have been  authenticated  and
delivered)   not   theretofore   canceled  or   delivered  to  the  Trustee  for
cancellation,  including  principal and premium,  if any, and interest due or to
become due to such date of maturity or Redemption  Date, as the case may be, and
if in either case the Company  shall also pay or cause to be paid all other sums
payable  hereunder  by the  Company,  then this  Indenture  shall cease to be of
further effect (except as to (i) remaining  rights of  registration of transfer,
substitution  and exchange and  conversion  of Notes,  (ii) rights  hereunder of
Holders to receive  payments of principal  of and premium,  if any, and interest
on,  the Notes and the other  rights,  duties and  obligations  of  Holders,  as
beneficiaries  hereof with respect to the amounts, if any, so deposited with the
Trustee  and  (iii)  the  rights,  obligations  and  immunities  of the  Trustee
hereunder),  and  the  Trustee,  on  demand  of the  Company  accompanied  by an
Officers'  Certificate and an Opinion of Counsel as required by Section 17.5 and
at  the  cost  and  use  of  the  Company,   shall  execute  proper  instruments
acknowledging  satisfaction  of and  discharging  this  Indenture  the  Company,
however,  hereby  agreeing  to  reimburse  the Trustee for any costs or expenses
thereafter reasonably and properly incurred by the Trustee and to compensate the
Trustee for any services  thereafter  reasonably  and  properly  rendered by the
Trustee in connection with this Indenture or the Notes.

         Section 13.2.        Deposited Monies to Be Held in Trust by Trustee.

         Subject to Section 13.4, all monies deposited with the Trustee pursuant
to Section  13.1 and not in  violation  of Article IV shall be held in trust for
the sole  benefit of the  Holders  and not to be  subject  to the  subordination
provisions of Article IV, and such monies shall be applied by the Trustee to the
payment,  either directly or through any Paying Agent  (including the Company if
acting as its own Paying Agent),  to the Holders of the particular Notes for the
payment or redemption of which such monies have been deposited with the Trustee,
of all sums due and to  become  due  thereon  for  principal  and  interest  and
premium, if any.

         Section 13.3.        Paying Agent to Repay Monies Held.

         Upon the satisfaction and discharge of this Indenture,  all monies then
held by any Paying  Agent for the Notes  (other than the  Trustee)  shall,  upon
written request of the Company, be repaid to the Company or paid to the Trustee,
and  thereupon  such Paying Agent shall be released  from all further  liability
with respect to such monies.

         Section 13.4.        Return of Unclaimed Monies.

         Subject to the requirement of applicable law, any monies deposited with
or paid to the Trustee  for payment of the  principal  of,  premium,  if any, or
interest  on Notes and not  applied but  remaining  unclaimed  by the Holders of
Notes for two years after the date upon which the principal of, premium, if any,
or  interest  on such  Notes,  as the case may be,  shall  have  become  due and
payable,  shall be repaid  to the  Company  by the  Trustee  on  demand  and all
liability of the Trustee shall thereupon cease with respect to such monies,  and
the Holder of any of the Notes shall thereafter look only to the Company for any
payment  which such Holder may be entitled  to collect  except if an  applicable
abandoned property law does not so permit.

         Section 13.5.        Reinstatement.

         If the  Trustee  or the  Paying  Agent is  unable to apply any money in
accordance  with Section 13.2 by reason of any order or judgment of any court of
governmental  authority  enjoining,  restraining or otherwise  prohibiting  such
application,  the Company's obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred  pursuant to Section
13.1 until such time as the Trustee or the Paying  Agent is  permitted  to apply
all such money in accordance with Section 13.2, provided,  however,  that if the
Company makes any payment of interest or premium, if any, on or principal of any
Note  following  the  reinstatement  of its  obligations,  the Company  shall be
subrogated  to the rights of the Holders of such Notes to receive  such  payment
from the money held by the Trustee or Paying Agent.

                                  ARTICLE XIV

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

         Section 14.1.        Indenture and Notes Solely Corporate Obligations.

         No recourse for the payment of the principal of or premium,  if any, or
interest on any Note,  or for any claim based  thereon or  otherwise  in respect
thereof, and no recourse under or upon any obligation,  covenant or agreement of
the Company in this Indenture or in any  supplemental  indenture or in any Note,
or because of the creation of any Indebtedness represented thereby, shall be had
against any incorporator,  stockholder, employee, agent, Officer, or director or
subsidiary, as such, past, present or future, of the Company or of any successor
corporation,   either   directly  or  through  the  Company  or  any   successor
corporation,  whether by virtue of any constitution,  statute or rule of law, or
by the  enforcement of any assessment or penalty or otherwise it being expressly
understood that all such liability is hereby  expressly waived and released as a
condition of, and as a  consideration  for, the execution of this  Indenture and
the issue of the Notes.

                                   ARTICLE XV
                               CONVERSION OF NOTES

         Section 15.1.        Right to Convert.

         Subject to and upon  compliance  with the provisions of this Indenture,
the Holder of any Note shall have the right, at his option, at any time prior to
the close of business on October 1, 2002 (except that,  with respect to any Note
or portion of a Note which  shall be called  for  redemption,  such right  shall
terminate,  except as provided in Section  15.2 or Section  3.4, at the close of
business on the fifth  Business Day preceding  the date fixed for  redemption of
such Note or portion of a Note,  unless the Company shall default in payment due
upon  redemption  thereof) to convert the principal  amount of any such Note, or
any portion of such  principal  amount  which is $1,000 or an integral  multiple
thereof,  into that  number of fully  paid and  non-assessable  shares of Common
Stock (as such  shares  shall then be  constituted)  obtained  by  dividing  the
principal  amount of the Note or portion  thereof  surrendered for conversion by
the  Conversion  Price in effect at such time, by surrender of the Note so to be
converted in whole or in part in the manner provided, together with any required
funds,  in Section  15.2.  A Holder of Notes is not  entitled to any rights of a
Holder of Common  Stock  until  such  Holder has  converted  his Notes to Common
Stock,  and only to the extent such Notes are deemed to have been  converted  to
Common Stock under this Article XV.

         Section 15.2.      Exercise of Conversion Privilege; Issuance of Common
                            Stock on Conversion; No  Adjustment  for Interest or
                            Dividends.

         In order to exercise the conversion  privilege with respect to any Note
in certificated form, the Holder of any such Note to be converted in whole or in
part shall surrender such Note, duly endorsed, at an office or agency maintained
by the  Company  pursuant  to Section  5.3,  accompanied  by the funds,  if any,
required by the  penultimate  paragraph  of this  Section  15.2,  and shall give
written  notice of  conversion  in the form provided on the Notes (or such other
notice  which is  acceptable  to the  Company) to such office or agency that the
Holder  elects to convert  such Note or the portion  thereof  specified  in said
notice.  Such  notice  shall  also  state  the name or names  (with  address  or
addresses) in which the certificate or  certificates  for shares of Common Stock
which  shall be  issuable  on such  conversion  shall be  issued,  and  shall be
accompanied by transfer taxes,  if required  pursuant to Section 15.7. Each such
Note surrendered for conversion shall,  unless the shares issuable on conversion
are to be issued  in the same name as the  registration  of such  Note,  be duly
endorsed by, or be accompanied  by instruments of transfer in form  satisfactory
to the Company duly executed by, the Holder or his duly authorized attorney.

         In order to  exercise  the  conversion  privilege  with  respect to any
interest in a Note in global  form,  the  beneficial  Holder must  complete  the
appropriate  instruction  form  for  conversion  pursuant  to  the  Depositary's
book-entry  conversion  program,  deliver by book-entry  delivery an interest in
such  Note  in  global  form,  furnish  appropriate  endorsements  and  transfer
documents if required by the Company or the Trustee or Conversion Agent, and pay
the funds,  if any,  required by this  Section  15.2 and any  transfer  taxes if
required pursuant to Section 15.7.

         As promptly as practicable  after  satisfaction of the requirements for
conversion  set forth above,  subject to  compliance  with any  restrictions  on
transfer if shares  issuable on conversion are to be issued in a name other than
that of the Noteholder (as if such transfer were a transfer of the Note or Notes
(or portion thereof) so converted), the Company shall issue and shall deliver to
such Holder at the office or agency  maintained  by the Company for such purpose
pursuant to Section 5.3, a certificate  or  certificates  for the number of full
shares of Common  Stock  issuable  upon the  conversion  of such Note or portion
thereof in accordance with the provisions of this Article and a check or cash in
respect of any fractional interest in respect of a share of Common Stock arising
upon  such  conversion,  as  provided  in  Section  15.3.  In case any Note of a
denomination  greater than $1,000 shall be surrendered  for partial  conversion,
and subject to Section  2.3,  the Company  shall  execute and the Trustee  shall
authenticate  and  deliver  to the  Holder of the Note so  surrendered,  without
charge to him, a new Note or Notes in authorized  denominations  in an aggregate
principal amount equal to the unconverted portion of the surrendered Note.

         Each  conversion  shall be deemed to have been  effected as to any such
Note (or portion  thereof) on the date on which the requirements set forth above
in this Section 15.2 have been  satisfied as to such Note (or portion  thereof),
and the  Person in whose  name any  certificate  or  certificates  for shares of
Common  Stock shall be  issuable  upon such  conversion  shall be deemed to have
become on said date the  Holder of  record of the  shares  represented  thereby,
provided,  however,  that any such surrender on any date when the stock transfer
books of the Company shall be closed shall  constitute  the Person in whose name
the  certificates are to be issued as the record Holder thereof for all purposes
on the next succeeding day on which such stock transfer books are open, but such
conversion  shall be at the  Conversion  Price in effect on the date upon  which
such Note shall be surrendered.

         Any Note or  portion  thereof  surrendered  for  conversion  during the
period from the close of business  on the record date for any  interest  payment
date to the close of business on the Business Day next  preceding  the following
interest payment date shall (unless such Note or portion thereof being converted
shall have been  called  for  redemption  during  the  period  from the close of
business on such record date to the close of business on the  Business  Day next
preceding the following interest payment date) be accompanied by payment, in New
York Clearing House funds or other funds acceptable to the Company, of an amount
equal to the interest  payable on such  interest  payment date on the  principal
amount being converted provided,  however,  that no such payment need be made if
there shall exist at the time of conversion a default in the payment of interest
on the Notes. In the event a Note or portion thereof is called for redemption on
or after  October  1, 2000 and  before  April 1, 2001 and the  Holder  elects to
convert  such Note after it has been called for  redemption,  the Holder will be
entitled  to receive  interest  on such Note for the  period  from April 1, 2000
through  October 1, 2000.  Except as provided  above in this  Section  15.2,  no
adjustment  shall be made for  interest  accrued  on any Note  converted  or for
dividends on any shares  issued upon the  conversion of such Note as provided in
this Article.

         Upon the  conversion  of an  interest  in a Note in  global  form,  the
Trustee, or the Custodian at the direction of the Trustee, shall make a notation
on such  Note  in  global  form  as to the  reduction  in the  principal  amount
represented thereby as a result of such conversion.

         Section 15.3.        Cash Payments in Lieu of Fractional Shares.

         No fractional shares of Common Stock or scrip  representing  fractional
shares shall be issued upon  conversion of Notes. If more than one Note shall be
surrendered  for  conversion at one time by the same Holder,  the number of full
shares which shall be issuable upon conversion shall be computed on the basis of
the aggregate  principal  amount of the Notes (or specified  portions thereof to
the extent  permitted  hereby) so surrendered.  If any fractional share of stock
would be issuable upon the  conversion  of any Note or Notes,  the Company shall
make an  adjustment  and payment  therefor in cash at the current  market  value
thereof to the Holder of Notes.  The current  market  value of a share of Common
Stock shall be the Closing Price on the first Trading Day immediately  preceding
the day on which the Notes (or  specified  portions  thereof) are deemed to have
been converted.

         Section 15.4.        Conversion Price.

         The conversion  price shall be as specified in the form of Note (herein
called  the  "Conversion  Price")  attached  as  Exhibit  A hereto,  subject  to
adjustment as provided in this Article XV.

         Section 15.5.        Adjustment of Conversion Price.

         The Conversion Price shall be adjusted from time to time by the Company
as follows:

         (a) In case  the  Company  shall  hereafter  pay a  dividend  or make a
distribution to all Holders of the outstanding  Common Stock in shares of Common
Stock,  the  Conversion  Price in effect at the  opening of business on the date
following  the date fixed for the  determination  of  stockholders  entitled  to
receive such dividend or other distribution shall be reduced by multiplying such
Conversion  Price by a fraction  of which the  numerator  shall be the number of
shares of Common  Stock  outstanding  at the close of business on the date fixed
for such  determination  and the denominator  shall be the sum of such number of
shares  and the total  number  of shares  constituting  such  dividend  or other
distribution,  such reduction to become effective  immediately after the opening
of  business on the day  following  the date fixed for such  determination.  The
Company will not pay any dividend or make any  distribution  on shares of Common
Stock held in the treasury of the Company.  If any dividend or  distribution  of
the type described in this Section  15.5(a) is declared but not so paid or made,
the Conversion Price shall again be adjusted to the Conversion Price which would
then be in effect if such dividend or distribution had not been declared.

         (b) In case the Company  shall issue  rights or warrants to all Holders
of its outstanding  shares of Common Stock entitling them (for a period expiring
within 45 days after the date fixed for  determination of stockholders  entitled
to receive  such rights or  warrants)  to  subscribe  for or purchase  shares of
Common Stock at a price per share less than the Current Market Price (as defined
below) on the date fixed for  determination of stockholders  entitled to receive
such rights or warrants, the Conversion Price shall be adjusted so that the same
shall equal the price  determined by multiplying the Conversion  Price in effect
immediately prior to the date fixed for  determination of stockholders  entitled
to receive such rights or warrants by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding at the close of business on the
date fixed for determination of stockholders entitled to receive such rights and
warrants  plus the number of shares which the  aggregate  offering  price of the
total number of shares so offered would  purchase at such Current  Market Price,
and of which the  denominator  shall be the  number  of  shares of Common  Stock
outstanding  on the date fixed for  determination  of  stockholders  entitled to
receive such rights and warrants plus the total number of  additional  shares of
Common Stock offered for  subscription  or purchase.  Such  adjustment  shall be
successively  made  whenever any such rights and warrants are issued,  and shall
become effective  immediately after the opening of business on the day following
the date fixed for determination of stockholders entitled to receive such rights
or warrants.  To the extent that shares of Common Stock are not delivered  after
the  expiration  of such  rights or  warrants,  the  Conversion  Price  shall be
readjusted  to the  Conversion  Price  which  would  then be in  effect  had the
adjustments  made upon the issuance of such rights or warrants  been made on the
basis of  delivery  of only the  number  of  shares  of  Common  Stock  actually
delivered.  In the event that such  rights or  warrants  are not so issued,  the
Conversion  Price shall again be adjusted to be the Conversion Price which would
then be in effect  if such date  fixed  for the  determination  of  stockholders
entitled to receive such rights or warrants had not been fixed.  In  determining
whether any rights or warrants  entitle the Holders to subscribe for or purchase
shares  of  Common  Stock  at  less  than  such  Current  Market  Price,  and in
determining the aggregate  offering price of such shares of Common Stock,  there
shall be taken into account any  consideration  received by the Company for such
rights or warrants,  the value of such consideration,  if other than cash, to be
determined by the Board of Directors.

         (c) In case outstanding shares of Common Stock shall be subdivided into
a greater number of shares of Common Stock,  the  Conversion  Price in effect at
the opening of business on the day following the day upon which such subdivision
becomes  effective shall be  proportionately  reduced,  and conversely,  in case
outstanding  shares of Common Stock shall be combined  into a smaller  number of
shares of Common  Stock,  the  Conversion  Price in  effect  at the  opening  of
business  on the day  following  the day upon  which  such  combination  becomes
effective shall be proportionately increased, such reduction or increase, as the
case may be, to become  effective  immediately  after the opening of business on
the day following the day upon which such  subdivision  or  combination  becomes
effective.

         (d) In case the Company shall, by dividend or otherwise,  distribute to
all  Holders of its  Common  Stock  shares of any class of capital  stock of the
Company  (other than any dividends or  distributions  to which  Section  15.5(a)
applies) or evidences of its Indebtedness or assets (including  securities,  but
excluding any rights or warrants  referred to in Section 15.5(b),  and excluding
any dividend or  distribution  paid  exclusively  in cash (any of the  foregoing
hereinafter  in this Section  15.5(d) called the  "Securities")),  then, in each
such case (unless the Company elects to reserve such Securities for distribution
to the  Holders  upon the  conversion  of the  Notes  so that  any  such  Holder
converting Notes will receive upon such conversion, in addition to the shares of
Common  Stock to which  such  Holder is  entitled,  the  amount and kind of such
Securities  which such Holder would have  received if such Holder had  converted
its Notes into Common Stock  immediately prior to the Record Date (as defined in
Section 15.5(h) for such distribution of the Securities)),  the Conversion Price
shall be  reduced  so that the same  shall be equal to the price  determined  by
multiplying the Conversion Price in effect on the Record Date (as defined below)
with respect to such  distribution by a fraction of which the numerator shall be
the Current  Market Price per share of the Common Stock on such Record Date less
the  fair  market  value  (as  determined  by  the  Board  of  Directors,  whose
determination shall be conclusive, and described in a resolution of the Board of
Directors) on the Record Date of the portion of the  Securities  so  distributed
applicable to one share of Common Stock and the denominator shall be the Current
Market Price per share of the Common Stock,  such reduction to become  effective
immediately  prior to the opening of business on the day  following  such Record
Date  provided,  however,  that in the event the then fair  market  value (as so
determined) of the portion of the  Securities so  distributed  applicable to one
share of Common  Stock is equal to or greater  than the Current  Market Price of
the  Common  Stock on the  Record  Date,  in lieu of the  foregoing  adjustment,
adequate provision shall be made so that each Noteholder shall have the right to
receive upon conversion the amount of Securities such Holder would have received
had such Holder  converted  each Note on the Record Date. In the event that such
dividend or  distribution  is not so paid or made,  the  Conversion  Price shall
again be  adjusted to be the  Conversion  Price which would then be in effect if
such dividend or distribution  had not been declared.  If the Board of Directors
determines  the fair  market  value of any  distribution  for  purposes  of this
Section 15.5(d) by reference to the actual or when issued trading market for any
securities, it must in doing so consider the prices in such market over the same
period used in computing the Current Market Price of the Common Stock.

         In the event the Company  implements a  stockholder  rights plan,  such
rights plan shall  provide  that upon  conversion  of the Notes the Holders will
receive,  in addition to the Common Stock  issuable  upon such  conversion,  the
rights issued under such rights plan (notwithstanding the occurrence of an event
causing such rights to separate from the Common Stock at or prior to the time of
conversion).

         Rights or warrants  distributed by the Company to all Holders of Common
Stock  entitling the Holders  thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights  or  warrants,  until  the  occurrence  of a  specified  event or  events
("Trigger  Event"):  (i) are deemed to be transferred with such shares of Common
Stock (ii) are not  exercisable  and (iii) are also  issued in respect of future
issuances  of Common  Stock,  shall be deemed not to have been  distributed  for
purposes of this Section 15.5 (and no adjustment to the  Conversion  Price under
this Section 15.5 will be required) until the occurrence of the earliest Trigger
Event,  whereupon  such  rights  and  warrants  shall  be  deemed  to have  been
distributed and an appropriate adjustment (if any is required) to the Conversion
Price shall be made under this  Section  15.5(d).  If any such right or warrant,
including any such existing rights or warrants  distributed prior to the date of
this Indenture,  are subject to events, upon the occurrence of which such rights
or warrants become  exercisable to purchase different  securities,  evidences of
Indebtedness  or other assets,  then the date of the  occurrence of any and each
such event shall be deemed to be the date of  distribution  and record date with
respect  to new  rights or  warrants  with such  rights  (and a  termination  or
expiration  of the existing  rights or warrants  without  exercise by any of the
Holders  thereof).  In  addition,  in the event of any  distribution  (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the
type described in the preceding  sentence) with respect thereto that was counted
for purposes of calculating a distribution amount for which an adjustment to the
Conversion  Price under this Section 15.5 was made,  (1) in the case of any such
rights or warrants  which shall all have been  redeemed or  repurchased  without
exercise by any Holders  thereof,  the Conversion Price shall be readjusted upon
such final  redemption  or  repurchase  to give effect to such  distribution  or
Trigger Event, as the case may be, as though it were a cash distribution,  equal
to the per share  redemption or repurchase price received by a Holder or Holders
of Common  Stock with respect to such rights or warrants  (assuming  such Holder
had retained such rights or warrants), made to all Holders of Common Stock as of
the date of such redemption or repurchase, and (2) in the case of such rights or
warrants  which shall have expired or been  terminated  without  exercise by any
Holders thereof,  the Conversion Price shall be readjusted as if such rights and
warrants had not been issued.

         For purposes of this Section 15.5(d) and Sections  15.5(a) and (b), any
dividend or  distribution  to which this Section 15.5(d) is applicable that also
includes  shares of Common  Stock,  or rights or  warrants to  subscribe  for or
purchase  shares of Common Stock (or both),  shall be deemed instead to be (1) a
dividend or distribution of the evidences of  Indebtedness,  assets or shares of
capital  stock other than such shares of Common Stock or rights or warrants (and
any further  Conversion  Price  reduction  required by this Section 15.5(d) with
respect  to such  dividend  or  distribution  shall  then be  made)  immediately
followed by (2) a dividend  or  distribution  of such shares of Common  Stock or
such rights or warrants (and any further  Conversion Price reduction required by
Sections  15.5(a) and (b) with respect to such  dividend or  distribution  shall
then be made), except (A) the Record Date of such dividend or distribution shall
be substituted as "the date fixed for the determination of stockholders entitled
to receive  such  dividend or other  distribution"  and "the date fixed for such
determination"  within the  meaning of  Sections  15.5(a)  and (b),  and (B) any
shares of Common Stock  included in such dividend or  distribution  shall not be
deemed  "outstanding  at the  close  of  business  on the  date  fixed  for such
determination" within the meaning of Section 15.5(a).

         (e) In case the Company shall, by dividend or otherwise,  distribute to
all Holders of its Common  Stock cash  (excluding  any cash that is  distributed
upon a merger or  consolidation  to which  Section  15.6 applies or as part of a
distribution  referred  to in Section  15.5(d))  in an  aggregate  amount  that,
combined together with (1) the aggregate amount of any other such  distributions
to all holders of its Common Stock made exclusively in cash within the 12 months
preceding the date of payment of such  distribution,  and in respect of which no
adjustment pursuant to this Section 15.5(e) has been made, and (2) the aggregate
of any cash plus the fair market value (as determined by the Board of Directors,
whose  determination  shall be  conclusive  and described in a resolution of the
Board of Directors) of  consideration  payable in respect of any tender offer by
the Company for all or any portion of the Common Stock  concluded  within the 12
months  preceding  the date of payment of such  distribution,  and in respect of
which no adjustment  pursuant to Section  15.5(f) has been made,  exceeds 10% of
the  product of the  Current  Market  Price  (determined  as provided in Section
15.5(h)) on the Record Date with respect to such  distribution  times the number
of shares of Common Stock outstanding on such date, then, and in each such case,
immediately after the close of business on such date, the Conversion Price shall
be reduced so that the same shall equal the price  determined by multiplying the
Conversion  Price in effect  immediately  prior to the close of business on such
Record  Date by a  fraction  (i) the  numerator  of which  shall be equal to the
Current  Market Price on the Record Date less an amount equal to the quotient of
(x) the  excess of such  combined  amount  over  such 10% and (y) the  number of
shares of Common Stock  outstanding on the Record Date and (ii) the  denominator
of which  shall  be  equal to the  Current  Market  Price  on such  Record  Date
provided, however, that, if the portion of the cash so distributed applicable to
one share of Common Stock is equal to or greater  than the Current  Market Price
of the Common Stock on the Record  Date,  in lieu of the  foregoing  adjustment,
adequate provision shall be made so that each Noteholder shall have the right to
receive upon  conversion  the amount of cash such Holder would have received had
such Holder converted such Note  immediately  prior to such Record Date. If such
dividend or  distribution  is not so paid or made,  the  Conversion  Price shall
again be  adjusted to be the  Conversion  Price which would then be in effect if
such dividend or distribution had not been declared.

         (f)  In  case  a  tender  offer  made  by  the  Company  or  any of its
subsidiaries  for all or any portion of the Common Stock expires and such tender
offer  (as  amended  upon  the  expiration  thereof)  requires  the  payment  to
stockholders  (based on the acceptance (up to any maximum specified in the terms
of the tender  offer) of  Purchased  Shares (as defined  below)) of an aggregate
consideration  having  a fair  market  value  (as  determined  by the  Board  of
Directors, whose determination shall be conclusive and described in a resolution
of the Board of Directors) that, combined together with (1) the aggregate of the
cash plus the fair market value (as determined by the Board of Directors,  whose
determination  shall be conclusive and described in a resolution of the Board of
Directors),  as of the expiration of such tender offer, of consideration payable
in respect of any other tender offers, by the Company or any of its subsidiaries
for all or any  portion  of the  Common  Stock  expiring  within  the 12  months
preceding  the  expiration  of such  tender  offer  and in  respect  of which no
adjustment  pursuant to this Section 15.5(f) has been made and (2) the aggregate
amount of any  distributions to all Holders of the Common Stock made exclusively
in cash within 12 months  preceding  the  expiration of such tender offer and in
respect  of which no  adjustment  pursuant  to  Section  15.5(e)  has been made,
exceeds 10% of the product of the Current  Market Price  (determined as provided
in Section  15.5(h)) as of the last time (the  "Expiration  Time") tenders could
have been made  pursuant to such tender  offer (as it may be amended)  times the
number of shares of Common Stock outstanding  (including any tendered shares) at
the  Expiration  Time,  then,  and in each such case,  immediately  prior to the
opening  of  business  on the day after  the date of the  Expiration  Time,  the
Conversion  Price  shall be  adjusted  so that the same  shall  equal  the price
determined by multiplying the Conversion  Price in effect  immediately  prior to
the close of business on the date of the Expiration  Time by a fraction of which
the  numerator  shall be the  number  of  shares  of  Common  Stock  outstanding
(including any tendered shares) at the Expiration Time multiplied by the Current
Market  Price  of the  Common  Stock on the  Trading  Day  next  succeeding  the
Expiration  Time and the  denominator  shall  be the sum of (x) the fair  market
value  (determined  as  aforesaid)  of the  aggregate  consideration  payable to
stockholders  based on the acceptance (up to any maximum  specified in the terms
of the tender offer) of all shares validly  tendered and not withdrawn as of the
Expiration  Time (the shares deemed so accepted,  up to any such maximum,  being
referred  to as the  "Purchased  Shares")  and (y) the  product of the number of
shares of Common Stock outstanding (less any Purchased Shares) at the Expiration
Time and the Current  Market  Price of the Common  Stock on the Trading Day next
succeeding the  Expiration  Time,  such  reduction (if any) to become  effective
immediately prior to the opening of business on the day following the Expiration
Time. If the Company is obligated to purchase shares pursuant to any such tender
offer, but the Company is permanently prevented by applicable law from effecting
any such  purchases or all such purchases are  rescinded,  the Conversion  Price
shall again be adjusted to be the Conversion Price which would then be in effect
if such  tender  offer had not been made.  If the  application  of this  Section
15.5(f) to any tender offer would result in an increase in the Conversion Price,
no adjustment shall be made for such tender offer under this Section 15.5(f).

         (g) In case of a tender or exchange  offer made by a Person  other than
the Company or any  subsidiary of the Company for an amount which  increases the
offeror's  ownership  of  Common  Stock  to more  than 25% of the  Common  Stock
outstanding  and shall involve the payment by such Person of  consideration  per
share of Common Stock having a fair market value (as  determined by the Board of
Directors,   whose  determination  shall  be  conclusive,  and  described  in  a
resolution of the Board of Directors)  at the  Expiration  Time that exceeds the
Current Market Price of the Common Stock on the Trading Day next  succeeding the
Expiration  Time, and in which, as of the Expiration Time the Board of Directors
is not  recommending  rejection  of the offer,  the  Conversion  Price  shall be
reduced so that the same shall equal the price  determined  by  multiplying  the
Conversion  Price  in  effect  immediately  prior  to the  Expiration  Time by a
fraction of which the  numerator  shall be the number of shares of Common  Stock
outstanding  (including any tendered or exchanged shares) on the Expiration Time
multiplied  by the current  Market  Price of the Common Stock on the Trading Day
next succeeding the Expiration Time and the denominator  shall be the sum of (x)
the fair market value  (determined as aforesaid) of the aggregate  consideration
payable to stockholders  based on the acceptance (up to any maximum specified in
the terms of the tender or  exchange  offer) of all shares  validly  tendered or
exchanged  and not  withdrawn as of the  Expiration  Time (the shares  deemed so
accepted,  up to any such maximum,  being referred to as the "Purchased Shares")
and (y) the product of the number of shares of Common  Stock  outstanding  (less
any Purchased Shares) on the Expiration Time and the Current Market Price of the
Common  Stock on the Trading  Day next  succeeding  the  Expiration  Time,  such
reduction to become effective as of immediately prior to the opening of business
on the day  following  the  Expiration  Time.  In the event that such  Person is
obligated to purchase shares pursuant to any such tender or exchange offer,  but
such Person is  permanently  prevented by applicable law from effecting any such
purchases or all such purchases are rescinded,  the Conversion Price shall again
be  adjusted  to be the  Conversion  Price which would then be in effect if such
tender or exchange offer had not been made.  Notwithstanding the foregoing,  the
adjustment  described  in this Section  15.5(g)  shall not be made if, as of the
Expiration  Time,  the offering  documents with respect to such offer disclose a
plan or intention to cause the Company to engage in any transaction described in
Article XII.

         (h) For purposes of this Section 15.5,  the following  terms shall have
the meaning indicated:

         (1)  "Closing  Price" with respect to any  securities  on any day shall
mean the  closing  sale price  regular  way on such day or, in case no such sale
takes  place on such day,  the  average of the  reported  closing  bid and asked
prices,  regular way, in each case on the New York Stock  Exchange,  or, if such
security is not listed or admitted to trading on such Exchange, on the principal
national  security exchange or quotation system on which such security is quoted
or listed or  admitted  to  trading,  or, if not quoted or listed or admitted to
trading on any national  securities exchange or quotation system, the average of
the closing bid and asked prices of such security on the over-the-counter market
on  the  day  in  question  as  reported  by  the  National   Quotation   Bureau
Incorporated,  or a similar generally accepted  reporting service,  or if not so
available,  in such manner as  furnished by any New York Stock  Exchange  member
firm selected from time to time by the Board of Directors for that purpose, or a
price  determined  in good  faith by the Board of  Directors  or, to the  extent
permitted  by  applicable  law,  a  duly  authorized  committee  thereof,  whose
determination shall be conclusive.

         (2) "Current  Market Price" shall mean the average of the daily Closing
Prices  per  share  of  Common  Stock  for  the  ten  consecutive  Trading  Days
immediately  prior to the date in question  provided,  however,  that (1) if the
"ex" date (as  hereinafter  defined)  for any event  (other than the issuance or
distribution  requiring  such  computation)  that  requires an adjustment to the
Conversion  Price  pursuant to Section  15.5(a),  (b), (c), (d), (e), (f) or (g)
occurs  during such ten  consecutive  Trading  Days,  the Closing Price for each
Trading  Day prior to the "ex" date for such other  event  shall be  adjusted by
multiplying  such  Closing  Price by the same  fraction by which the  Conversion
Price is so required to be adjusted as a result of such other event,  (2) if the
"ex" date for any event (other than the issuance or distribution  requiring such
computation)  that requires an adjustment to the  Conversion  Price  pursuant to
Section 15.5(a), (b), (c), (d), (e), (f) or (g) occurs on or after the "ex" date
for the issuance or distribution requiring such computation and prior to the day
in question,  the Closing  Price for each Trading Day on and after the "ex" date
for such other event shall be adjusted by multiplying  such Closing Price by the
reciprocal  of the fraction by which the  Conversion  Price is so required to be
adjusted  as a result  of such  other  event,  and (3) if the "ex"  date for the
issuance  or  distribution  requiring  such  computation  is prior to the day in
question,  after taking into account any adjustment  required pursuant to clause
(1) or (2) of this  proviso,  the Closing Price for each Trading Day on or after
such "ex" date shall be  adjusted  by adding  thereto the amount of any cash and
the fair market value (as determined by the Board of Directors or, to the extent
permitted by applicable  law, a duly  authorized  committee  thereof in a manner
consistent with any determination of such value for purposes of Section 15.5(d),
(f)  or  (g),  whose  determination  shall  be  conclusive  and  described  in a
resolution of the Board of Directors or such duly authorized  committee thereof,
as the case may be) of the evidences of Indebtedness, shares of capital stock or
assets being distributed applicable to one share of Common Stock as of the close
of business on the day before such "ex" date.  For  purposes of any  computation
under  Section  15.5(f) or (g), the Current  Market Price of the Common Stock on
any date shall be deemed to be the average of the daily Closing Prices per share
of Common Stock for such day and the next two succeeding  Trading Days provided,
however,  that if the "ex" date for any event (other than the tender or exchange
offer requiring such  computation) that requires an adjustment to the Conversion
Price pursuant to Section  15.5(a),  (b), (c), (d), (e), (f) or (g) occurs on or
after the  Expiration  Time for the  tender or  exchange  offer  requiring  such
computation and prior to the day in question, the Closing Price for each Trading
Day on and  after  the "ex"  date for such  other  event  shall be  adjusted  by
multiplying  such Closing  Price by the  reciprocal of the fraction by which the
Conversion  Price is so required to be adjusted as a result of such other event.
For purposes of this  paragraph,  the term "ex" date, (1) when used with respect
to any issuance or distribution,  means the first date on which the Common Stock
trades regular way on the relevant exchange or in the relevant market from which
the Closing  Price was obtained  without the right to receive  such  issuance or
distribution,  (2) when used with respect to any  subdivision  or combination of
shares of Common  Stock,  means the first date on which the Common  Stock trades
regular  way on such  exchange  or in such  market  after the time at which such
subdivision or combination becomes effective,  and (3) when used with respect to
any tender or  exchange  offer  means the first  date on which the Common  Stock
trades regular way on such exchange or in such market after the Expiration  Time
of such offer.

         (3) "fair market  value"  shall mean the amount  which a willing  buyer
would pay a willing seller in an arm's length transaction.

         (4)  "Record   Date"  shall  mean,   with  respect  to  any   dividend,
distribution or other  transaction or event in which the Holders of Common Stock
have the right to receive any cash, securities or other property or in which the
Common Stock (or other  applicable  security) is exchanged for or converted into
any  combination  of cash,  securities  or other  property,  the date  fixed for
determination of stockholders entitled to receive such cash, securities or other
property  (whether  such date is fixed by the Board of  Directors or by statute,
contract or otherwise).

         (5) "Trading Day" shall mean (x) if the  applicable  security is listed
or admitted for trading on the New York Stock Exchange,  the Nasdaq Stock Market
(National Market) or another national security exchange,  a day on which the New
York  Stock  Exchange,  the Nasdaq  Stock  Market  (National  Market) or another
national  security  exchange  is  open  for  business  or (y) if the  applicable
security is quoted on the Nasdaq National  Market,  a day on which trades may be
made thereon or (z) if the  applicable  security is not so listed,  admitted for
trading  or quoted,  any day other  than a Saturday  or Sunday or a day on which
banking institutions in the State of New York are authorized or obligated by law
or executive order to close.

         (i) The Company may make such  reductions in the Conversion  Price,  in
addition to those required by Sections 15.5(a), (b), (c), (d), (e), (f) and (g),
as the Board of  Directors  considers  to be  advisable to avoid or diminish any
income  tax to  Holders  of  Common  Stock or rights to  purchase  Common  Stock
resulting  from any  dividend  or  distribution  of stock (or  rights to acquire
stock) or from any event treated as such for income tax purposes.

         To the extent  permitted  by  applicable  law, the Company from time to
time may reduce the Conversion Price by any amount for any period of time if the
period is at least 20 days, the reduction is  irrevocable  during the period and
the Board of Directors shall have made a determination that such reduction would
be  in  the  best  interests  of  the  Company,  which  determination  shall  be
conclusive.  Whenever the Conversion  Price is reduced pursuant to the preceding
sentence,  the Company  shall mail to Holders of record of the Notes a notice of
the  reduction at lease 15 days prior to the date the reduced  Conversion  Price
takes effect,  and such notice shall state the reduced  Conversion Price and the
period during which it will be in effect.

         (j) No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least 1.00% in such price
provided,  however, that any adjustments which by reason of this Section 15.5(j)
are not  required to be made shall be carried  forward and taken into account in
any subsequent adjustment.  All calculations under this Article XV shall be made
by the  Company  and shall be made to the  nearest  cent or to the  nearest  one
hundredth of a share, as the case may be.

         (k) Whenever the Conversion Price is adjusted as herein  provided,  the
Company shall promptly file with the Trustee and any Conversion Agent other than
the Trustee an Officers'  Certificate  setting forth the Conversion  Price after
such  adjustment and setting forth a brief statement of the facts requiring such
adjustment.  Promptly  after  delivery of such  certificate,  the Company  shall
prepare a notice of such  adjustment of the  Conversion  Price setting forth the
adjusted  Conversion  Price  and  the  date on  which  each  adjustment  becomes
effective and shall mail notice of such  adjustment of the  Conversion  Price to
the  Holder  of each Note at his last  address  appearing  on the Note  register
provided for in Section 2.5 of this  Indenture,  within 20 days after  execution
thereof.  Failure to deliver  such  notice  shall not  affect  the  legality  or
validity of any such adjustment.

         (l) In any case in which this Section 15.5  provides that an adjustment
shall become effective immediately after a record date for an event, the Company
may defer  until the  occurrence  of such event (i) issuing to the Holder of any
Note  converted  after such record date and before the  occurrence of such event
the additional shares of Common Stock issuable upon such conversion by reason of
the adjustment  required by such event over and above such  conversion by reason
of the  adjustment  required by such event and above the Common  Stock  issuable
upon such conversion  before giving effect to such adjustment and (ii) paying to
such Holder any amount in cash in lieu of any fraction pursuant to Section 15.5.

         (m) For purposes of this Section  15.5,  the number of shares of Common
Stock at any time  outstanding  shall not include shares held in the treasury of
the Company but shall include shares  issuable in respect of scrip  certificates
issued in lieu of fractions of shares of Common Stock.  The Company will not pay
any  dividend  or make any  distribution  on shares of Common  Stock held in the
treasury of the Company.

         Section 15.6.        Effect  of Reclassification, Consolidation, Merger
                              or Sale.

         If any of the following events occur,  namely (i) any  reclassification
or change of the outstanding shares of Common Stock (other than a subdivision or
combination to which Section 15.5(c) applies), (ii) any consolidation, merger or
combination of the Company with another corporation as a result of which Holders
of Common Stock shall be entitled to receive stock, securities or other property
or assets (including cash) with respect to or in exchange for such Common Stock,
or (iii) any sale or conveyance of the  properties and assets of the Company as,
or substantially  as, an entirety to any other  corporation as a result of which
Holders of Common Stock shall be entitled to receive stock,  securities or other
property or assets  (including  cash) with  respect to or in  exchange  for such
Common Stock,  then the Company or the successor or purchasing  corporation,  as
the case may be, shall execute with the Trustee a supplemental  indenture (which
shall comply with the Trust  Indenture  Act as in force at the date of execution
of such supplemental  indenture)  providing that such Notes shall be convertible
into the kind and amount of shares of stock and other  securities or property or
assets   (including  cash)  receivable  upon  such   reclassification,   change,
consolidation,  merger, combination,  sale or conveyance by a Holder of a number
of shares of Common Stock issuable upon conversion of such Notes (assuming,  for
such  purposes,  a  sufficient  number of  authorized  shares  of  Common  Stock
available to convert all such Notes) immediately prior to such reclassification,
change,  consolidation,  merger,  combination,  sale or conveyance assuming such
Holder of Common Stock did not  exercise  his rights of election,  if any, as to
the kind or amount of shares of stock and other securities or property or assets
(including cash) receivable upon such reclassification,  change,  consolidation,
merger, combination, sale or conveyance (provided that, if the kind or amount of
shares of stock and other  securities  or  property or assets  (including  cash)
receivable   upon  such   reclassification,   change,   consolidation,   merger,
combination,  sale or  conveyance is not the same for each share of Common Stock
in  respect  of which  such  rights of  election  shall not have been  exercised
("nonelecting  share"),  then for the purposes of this Section 15.6 the kind and
amount of shares of stock and other securities or property or assets  (including
cash)  receivable upon such  reclassification,  change,  consolidation,  merger,
combination,  sale or conveyance for each non-electing  share shall be deemed to
be  the  kind  and  amount  so  receivable  per  share  by a  plurality  of  the
non-electing  shares. Such supplemental  indenture shall provide for adjustments
which shall be as nearly  equivalent as may be  practicable  to the  adjustments
provided for in this Article.

         The Company  shall cause notice of the  execution of such  supplemental
indenture to be mailed to each Holder of Notes, at his address  appearing on the
Note  register  provided  for in Section 2.5 of this  Indenture,  within 20 days
after  execution  thereof.  Failure to deliver  such notice shall not affect the
legality or validity of such supplemental indenture.

         The  above   provisions  of  this  Section  shall  similarly  apply  to
successive reclassifications,  changes,  consolidations,  mergers, combinations,
sales and conveyances.

         If this Section 15.6 applies to any event or  occurrence,  Section 15.5
shall not apply.

         Section 15.7.        Taxes on Shares Issued.

         The issue of stock  certificates  on conversions of Notes shall be made
without charge to the converting  Noteholder for any tax in respect of the issue
thereof. The Company shall not, however, be required to pay any tax which may be
payable in respect of any  transfer  involved in the issue and delivery of stock
in any name other than that of the Holder of any Note converted, and the Company
shall not be required to issue or deliver any such stock certificate  unless and
until the Person or Persons  requesting the issue thereof shall have paid to the
Company the amount of such tax or shall have  established to the satisfaction of
the Company that such tax has been paid.

         Section 15.8.        Reservation of Shares to Be Fully Paid; Compliance
                              with Governmental Requirements;  Listing of Common
                              Stock.

         The Company shall  reserve,  free from  preemptive  rights,  out of its
authorized but unissued shares or shares held in treasury,  sufficient shares of
Common  Stock to provide  for the  conversion  of the Notes from time to time as
such Notes are presented for conversion.

         Before taking any action which would cause an  adjustment  reducing the
Conversion Price below the then par value, if any, of the shares of Common Stock
issuable  upon  conversion  of the Notes,  the Company  will take all  corporate
action which may, in the opinion of its counsel,  be necessary in order that the
Company  may  validly and  legally  issue  shares of such  Common  Stock at such
adjusted Conversion Price.

         The  Company  covenants  that all shares of Common  Stock  which may be
issued upon conversion of Notes will upon issue be fully paid and non-assessable
by the Company and free from all taxes,  liens and charges  with  respect to the
issue thereof.

         The Company covenants that if any shares of Common Stock to be provided
for the purpose of conversion of Notes hereunder  require  registration  with or
approval  of any  governmental  authority  under any federal or state law before
such shares may be validly  issued  upon  conversion,  the Company  will in good
faith and as expeditiously as possible  endeavor to secure such  registration or
approval, as the case may be.

         The  Company  further  covenants  that if at any time the Common  Stock
shall  be  listed  on the New York  Stock  Exchange,  the  Nasdaq  Stock  Market
(National Market),  or any other national  securities exchange the Company will,
if permitted by the rules of such exchange,  list and keep listed so long as the
Common Stock shall be so listed on such exchange, all Common Stock issuable upon
conversion of the Notes.

         Section 15.9.        Responsibility of Trustee.

         The  Trustee  and any other  Conversion  Agent shall not at any time be
under any duty or  responsibility to any Holder of Notes to either calculate the
Conversion  Price or  determine  whether  any facts  exist which may require any
adjustment of the Conversion  Price,  or with respect to the nature or extent or
calculation  of any such  adjustment  when made,  or with  respect to the method
employed, or herein or in any supplemental indenture provided to be employed, in
making  the same.  The  Trustee  and any  other  Conversion  Agent  shall not be
accountable with respect to the validity or value (or the kind or amount) of any
shares of Common Stock, or of any securities or property,  which may at any time
be issued or delivered  upon the  conversion of any Note and the Trustee and any
other Conversion Agent make no representations with respect thereto.  Subject to
the  provisions  of Section 8.1,  neither the Trustee nor any  Conversion  Agent
shall be  responsible  for any  failure  of the  Company to issue,  transfer  or
deliver any shares of Common Stock or stock  certificates or other securities or
property or cash upon the surrender of any Note for the purpose of conversion or
to comply with any of the duties,  responsibilities  or covenants of the Company
contained in this Article.  Without  limiting the  generality of the  foregoing,
neither the Trustee nor any Conversion  Agent shall be under any  responsibility
to determine the  correctness  of any provisions  contained in any  supplemental
indenture  entered into pursuant to Section 15.6 relating  either to the kind or
amount of shares of stock or securities or property  (including cash) receivable
by Holders  upon the  conversion  of their Notes after any event  referred to in
such Section 15.6 or to any  adjustment  to be made with respect  thereto,  but,
subject to the  provisions of Section 8.1, may accept as conclusive  evidence of
the correctness of any such provisions,  and shall be protected in relying upon,
the Officers' Certificate (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental  indenture) with respect
thereto.

         Section 15.10.       Notice to Holders Prior to Certain Actions.

         In case:

         (a) the Company shall declare a dividend (or any other distribution) on
its Common  Stock  that would  require an  adjustment  in the  Conversion  Price
pursuant to Section 15.5; or

         (b) the Company shall  authorize  the granting to all or  substantially
all the Holders of its Common  Stock of rights or warrants to  subscribe  for or
purchase any share of any class or any other rights or warrants; or

         (c) of any  reclassification  or  reorganization of the Common Stock of
the Company (other than a subdivision or combination of its  outstanding  Common
Stock,  or a change in par value,  or from par value to no par value, or from no
par value to par value),  or of any consolidation or merger to which the Company
is a party  and  for  which  approval  of any  stockholders  of the  Company  is
required,  or of the sale or transfer of all or substantially  all of the assets
of the Company; or

         (d)      of  the  voluntary  or involuntary dissolution, liquidation or
                  winding-up of the Company,

the  Company  shall  cause to be filed with the Trustee and to be mailed to each
Holder of Notes at his address  appearing on the Note  register  provided for in
Section 2.5 of this Indenture, as promptly as possible but in any event at least
15 days prior to the applicable date hereinafter specified, a notice stating (x)
the date on which a record  is to be taken  for the  purpose  of such  dividend,
distribution or rights or warrants, or, if a record is not to be taken, the date
as of which the  holders  of  Common  Stock of  record  to be  entitled  to such
dividend,  distribution,  or rights or warrants are to be determined, or (y) the
date on which such  reclassification,  consolidation,  merger,  sale,  transfer,
dissolution, liquidation or winding-up is expected to become effective or occur,
and the date as of which it is expected  that  Holders of Common Stock of record
shall be  entitled  to  exchange  their  Common  Stock for  securities  or other
property deliver-able upon such reclassification,  consolidation,  merger, sale,
transfer,  dissolution,  liquidation or winding-up. Failure to give such notice,
or any defect  therein,  shall not  affect  the  legality  or  validity  of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up.

                                   ARTICLE XVI

                   REPURCHASE OF NOTES AT OPTION OF THE HOLDER
                             UPON CHANGE IN CONTROL

         Section 16.1.        Right to Require Repurchase.

         In the event that a Change in Control (as  hereinafter  defined)  shall
occur, then each Holder shall have the right, at the Holder's option, to require
the Company to repurchase, and upon the exercise of such right the Company shall
repurchase,  all of such Holder's Notes, or any portion of the principal  amount
thereof that is an integral multiple of $1,000 (provided that no single Note may
be repurchased  in part unless the portion of the principal  amount of such Note
to be  outstanding  after  such  repurchase  is equal to $1,000  or an  integral
multiple of $1,000),  on the date (the "Repurchase  Date") that is 30 days after
the date of the  Company  Notice  (as  defined  in  Section  16.2) for cash at a
purchase price equal to 100% of the principal  amount (the  "Repurchase  Price")
plus interest accrued and unpaid to, but excluding,  the Repurchase Date. If the
Repurchase  Date is between a record date for an interest  payment date and such
interest  payment date, then the interest  payable on such interest payment date
shall be paid to the Holder of Record on the Note on such interest payment date.
Whenever  in  this  Indenture  there  is a  reference,  in any  context,  to the
principal of any Note as of any time,  such reference shall be deemed to include
reference to the Repurchase  Price payable in respect of such Note to the extent
that such  Repurchase  Price is, was or would be so  payable  at such time,  and
express mention of the Repurchase Price in any provision of this Indenture shall
not be construed as excluding the Repurchase  Price in those  provisions of this
Indenture when such express mention is not made.

         Section 16.2.        Notices; Method of Exercising Purchase Right, Etc.

         (a) Unless the Company shall have theretofore called for redemption all
of the  outstanding  Notes  pursuant  to Article  III, on or before the 15th day
after the  occurrence  of a Change in  Control,  the  Company or, at the written
request of the Company on or before the tenth  (10th) day after  receipt of such
request,  the Trustee,  shall give to all Holders of Notes notice (the  "Company
Notice") of the occurrence of the Change in Control and of the repurchase  right
set forth herein arising as a result  thereof.  The Company shall also deliver a
copy of such notice of a repurchase right to the Trustee.

         Each Company Notice shall state:

         (1)      the Repurchase Date,

         (2)      the date by which the repurchase right must exercised,

         (3)      the Repurchase Price,

         (4) a  description  of the  procedure  which a Holder  must  follow  to
exercise a repurchase right,

         (5) that on the Repurchase  Date the  Repurchase  Price will become due
and payable upon each such Note designated by the Holder to be repurchased,  and
that interest thereon shall cease to accrue on and after said date,

         (6) the  Conversion  Price,  the date on which the right to convert the
Notes to be  repurchased  will  terminate and the places where such Notes may be
surrendered for conversion, and

         (7) the place or places  where  such  Notes are to be  surrendered  for
payment of the Repurchase Price and accrued interest, if any.

         No  failure  of the  Company  to give the  foregoing  notices or defect
therein shall limit any Holder's right to exercise a repurchase  right or affect
the validity of the proceedings for the repurchase of Notes.

         If any of the foregoing  provisions or other provisions of this Article
are inconsistent with applicable law, such law shall govern.

         (b) To  exercise a  repurchase  right,  a Holder  shall  deliver to the
Trustee  or any  Paying  Agent on or  before  the 30th day after the date of the
Company Notice (i) written notice of the Holder's exercise of such right,  which
notice shall set forth the name of the Holder, the principal amount of the Notes
to be  repurchased  (and, if any Note is to be  repurchased  in part, the serial
number  thereof,  the portion of the principal  amount thereof to be repurchased
and the name of the Person in which the  portion  thereof to remain  outstanding
after such  repurchase is to be registered)  and a statement that an election to
exercise the  repurchase  right is being made  thereby,  and (ii) the Notes with
respect to which the repurchase right is being exercised.

         (c) In the event a repurchase  right shall be  exercised in  accordance
with the terms hereof,  the Company shall pay or cause to be paid to the Trustee
or the Paying Agent the  Repurchase  Price in cash, for payment to the Holder on
the  Repurchase  Date,  together  with  accrued  and  unpaid  interest  to,  but
excluding, the Repurchase Date payable with respect to the Notes as to which the
repurchase right has been exercised.

         (d) If any Note (or portion  thereof)  surrendered for repurchase shall
not be so paid on the  Repurchase  Date,  the principal  amount of such Note (or
portion thereof,  as the case may be) shall,  until paid, bear interest from the
Repurchase  Date at the  rate of 4.5% per  annum,  and each  Note  shall  remain
convertible  into  Common  Stock  until the  principal  of such Note (or portion
thereof, as the case may be) shall have been paid or duly provided for.

         (e)  Any  Note  which  is to be  repurchased  only  in  part  shall  be
surrendered to the Trustee (with, if the Company or the Trustee so requires, due
endorsement by, or a written  instrument of transfer in form satisfactory to the
Company and the Trustee  duly  executed  by, the Holder  thereof or his attorney
duly  authorized  in writing),  and the Company shall  execute,  and the Trustee
shall  authenticate  and  deliver  to the  Holder of such Note  without  service
charge, a new Note or Notes, containing identical terms and conditions,  each in
an  authorized  denomination  in  aggregate  principal  amount  equal  to and in
exchange for the portion of the  principal of the Note so  surrendered  that was
not repurchased.

         (f) Any Holder that has  delivered  to the  Trustee its written  notice
exercising  its right to  require  the  Company to  repurchase  its Notes upon a
Change in Control shall have the right to withdraw such notice at any time prior
to the close of business on the Repurchase  Date by delivery of a written notice
of withdrawal to the Trustee prior to the close of business on such date. A Note
in respect of which a Holder is exercising its option to require repurchase upon
a Change in Control  may be  converted  into  Common  Stock in  accordance  with
Article  XV only if such  Holder  withdraws  its notice in  accordance  with the
preceding sentence.

         Section 16.3.        Certain Definitions.

         For purposes of this Article XVI,

         (a) the term "beneficial  owner" shall be determined in accordance with
Rule 13d-3 promulgated by the Commission pursuant to the Exchange Act; and

         (b) the term "Person"  shall include any syndicate or group which would
be deemed to be a "Person" under Section 13(d)(3) of the Exchange Act.

         Section 16.4.        Change in Control.

         A "Change in  Control"  shall be deemed to have  occurred  at such time
after the original issuance of the Notes as:

         (a) any Person,  other than the Company,  any subsidiary of the Company
or any entity  Controlled (as defined  below) by the foregoing,  or any employee
benefit plan of the Company or any such subsidiary, is or becomes the beneficial
owner,  directly  or  indirectly,   through  a  purchase  or  other  acquisition
transaction  or series of  transactions  (other  than a merger or  consolidation
involving the Company), of shares of capital stock of the Company entitling such
Person to exercise in excess of 50% of the total  voting  power of all shares of
capital  stock of the Company  entitled  to vote  generally  in the  election of
directors;

         (b) there occurs any  consolidation  of the Company  with, or merger of
the  Company  into,  any other  Person,  any merger of another  Person  into the
Company,  or  any  sale  or  transfer  of  the  assets  of the  Company  as,  or
substantially  as,  an  entirety  to  another  Person  (other  than (i) any such
transaction  pursuant to which the Holders of the Common Stock immediately prior
to such transaction have, directly or indirectly, shares of capital stock of the
continuing or surviving  corporation  immediately  after such transaction  which
entitle  such  Holders to exercise in excess of 50% of the total voting power of
all shares of capital stock of the continuing or surviving  corporation entitled
to vote  generally in the  election of  directors  and (ii) any merger (1) which
does not result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock or (2) which is effected solely to change the
jurisdiction of incorporation of the Company and results in a  reclassification,
conversion or exchange of outstanding  shares of Common Stock solely into shares
of Common Stock and separate series of Common Stock carrying  substantially  the
same relative rights as the Common Stock); or

         (c) a change  in the Board of  Directors  of the  Company  in which the
individuals  who  constituted  the  Board of  Directors  of the  Company  at the
beginning of the one-year  period  immediately  preceding such change  (together
with any other  director whose election by the Board of Directors of the Company
or whose nomination for election by the stockholders of the Company was approved
by a vote of at least a majority of the directors then in office either who were
directors at the beginning of such period or whose  election or  nomination  for
election  was  previously  so  approved)  cease for any reason to  constitute  a
majority of the directors then in office;  provided,  however,  that a Change in
Control shall not be deemed to have occurred if either (a) the Closing Price per
share of the Common  Stock for any ten (10) Trading Days within the period of 20
consecutive  Trading Days ending  immediately before the Change in Control shall
equal or exceed 105% of the Conversion Price in effect on each such Trading Day,
or (b) (i) at  least  90% of the  consideration  (excluding  cash  payments  for
fractional shares) in the transaction or transactions constituting the Change in
Control  consists of shares of Common Stock with full voting  rights traded on a
national  securities  exchange or quoted on the Nasdaq National Market (or which
will be so traded or quoted when issued or  exchanged  in  connection  with such
Change in  Control)  (such  securities  being  referred to as  "Publicly  Traded
Securities")  and as a result of such  transaction  or  transactions  such Notes
become  convertible  solely into such Publicly  Traded  Securities  and (ii) the
consideration  in the  transaction or  transactions  constituting  the Change of
Control  consists of cash,  Publicly Traded  Securities or a combination of cash
and Publicly Traded  Securities  with an aggregate fair market value (which,  in
the case of Publicly  Traded  Securities,  shall be equal to the average Closing
Price of such Publicly Traded Securities during the ten (10) consecutive Trading
Days,  commencing  with the sixth  Trading Day,  following  consummation  of the
transaction or transactions constituting the Change in Control) is at least 105%
of the Conversion Price in effect on the date immediately  preceding the date of
consummation  of such  Change  in  Control.  The term  "Controlled"  shall  mean
ownership or control of more than 50% of the voting power of such entity.

         Section 16.5.        Consolidation, Merger, Etc.

         In the case of any  reclassification,  change,  consolidation,  merger,
combination,  sale or conveyance  to which  Section 15.6  applies,  in which the
Common  Stock of the Company is changed or  exchanged as a result into the right
to receive shares of stock and other securities or property or assets (including
cash) which  includes  shares of Common  Stock of the Company or Common Stock of
another  Person that are, or upon  issuance  will be,  traded on a United States
national securities exchange or approved for trading on an established automated
over-the-counter  trading market in the United States and such shares constitute
at the time such change or exchange  becomes  effective  in excess of 50% of the
aggregate  fair  market  value of such  shares of stock  and  other  securities,
property  and assets  (including  cash) (as  determined  by the  Company,  which
determination  shall be conclusive and binding),  then the Person formed by such
consolidation or resulting from such merger or combination or which acquires the
properties or assets (including cash) of the Company,  as the case may be, shall
execute and deliver to the Trustee a supplemental  indenture (which shall comply
with the  Trust  Indenture  Act as in force  at the  date of  execution  of such
supplemental  indenture)  modifying the provisions of this Indenture relating to
the right of Holders to cause the Company to  repurchase  the Notes  following a
Change in Control,  including  without  limitation the applicable  provisions of
this Article XVI and the  definitions of the Common Stock and Change in Control,
as  appropriate,  and  such  other  related  definitions  set  forth  herein  as
determined in good faith by the Company (which determination shall be conclusive
and binding),  to make such provisions  apply to the Common Stock and the issuer
thereof if  different  from the Company and Common Stock of the Company (in lieu
of the Company and the Common Stock of the Company).

                                  ARTICLE XVII
                            MISCELLANEOUS PROVISIONS

         Section 17.1.        Provisions Binding on Company's Successors.

         All the covenants, stipulations, promises and agreements by the Company
contained in this Indenture  shall bind its  successors  and assigns  whether so
expressed or not.

         Section 17.2.        Official Acts by Successor Corporation.

         Any act or proceeding by any provision of this Indenture  authorized or
required  to be done or  performed  by any  board,  committee  or Officer of the
Company  shall and may be done and  performed  with like force and effect by the
like board,  committee or Officer of any  corporation  that shall at the time be
the lawful sole successor of the Company.

         Section 17.3.        Addresses for Notices, Etc.

         Any  notice or  demand  which by any  provision  of this  Indenture  is
required or  permitted to be given or served by the Trustee or by the Holders of
Notes on the Company  shall be deemed to have been  sufficiently  given or made,
for all  purposes,  if given or served by being  deposited  postage  prepaid  by
registered  or  certified  mail in a post  office  letter box  addressed  (until
another address is filed by the Company with the Trustee) to World Access, Inc.,
945 East Paces  Ferry Road,  Suite 2240,  Atlanta,  Georgia  30326.  Any notice,
direction, request or demand hereunder to or upon the Trustee shall be deemed to
have been  sufficiently  given or made, for all purposes,  if given or served by
being deposited postage prepaid by registered or certified mail in a post office
letter box addressed to the Corporate Trust Office, which office is, at the date
as of which

                                   
this Indenture is dated,  located at 999 Peachtree Street,  Suite 1100, Atlanta,
Georgia 30309,  Attention: First Union National Bank Corporate Trust Department.

         The Trustee,  by notice to the Company,  may  designate  additional  or
different addresses for subsequent notices or communications.

         Any notice or  communication  mailed to a Noteholder shall be mailed to
him by first class mail,  postage  prepaid,  at his address as it appears on the
Note  register and shall be  sufficiently  given to him if so mailed  within the
time prescribed.

         Failure to mail a notice or communication to a Noteholder or any defect
in it shall not affect its  sufficiency  with  respect  to other  Holders.  If a
notice or  communication  is mailed in the  manner  provided  above,  it is duly
given, whether or not the addressee receives it.

         Section 17.4.        Governing Law.

         This  Indenture  and each Note  shall be deemed to be a  contract  made
under the laws of the State of Georgia and for all  purposes  shall be construed
in accordance with the laws of the State of Georgia.

         Section 17.5.        Evidence  of  Compliance with Conditions Precedent
                              Certificates to Trustee.

         Upon any  application  or demand by the  Company to the Trustee to take
any action under any of the  provisions  of this  Indenture,  the Company  shall
furnish to the Trustee an  Officers'  Certificate  stating  that all  conditions
precedent,  if any,  provided  for in this  Indenture  relating to the  proposed
action have been complied with,  and an Opinion of Counsel  stating that, in the
opinion of such counsel, all such conditions precedent have been complied with.

         Each  certificate  or  opinion  provided  for  in  this  Indenture  and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this  Indenture  shall  include (1) a statement  that the Person
making such  certificate  or opinion has read such  covenant or condition  (2) a
brief statement as to the nature and scope of the  examination or  investigation
upon which the statement or opinion  contained in such certificate or opinion is
based (3) a  statement  that,  in the opinion of such  Person,  he has made such
examination  or  investigation  as is  necessary  to enable  him to  express  an
informed  opinion as to  whether  or not such  covenant  or  condition  has been
complied  with and (4) a statement  as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

         Section 17.6.        Legal Holidays.

         In any case where the date of maturity of interest on or  principal  of
the Notes or the date fixed for redemption or repurchase of any Note will not be
a Business  Day, then payment of such interest on or principal of the Notes need
not be made on such date,  but may be made on the next  succeeding  Business Day
with the same  force and effect as if made on the date of  maturity  or the date
fixed for redemption or repurchase,  and no interest shall accrue for the period
from and after such date.

         Section 17.7.        Trust Indenture Act.

         This Indenture is hereby made subject to, and shall be governed by, the
provisions  of the  Trust  Indenture  Act  required  to be part of and to govern
indentures  qualified under the Trust Indenture Act;  provided,  however,  that,
unless otherwise required by law, notwithstanding the foregoing,  this Indenture
and the  Notes  issued  hereunder  shall not be  subject  to the  provisions  of
subsections (a)(1), (a)(2), and (a)(3) of Section 314 of the Trust Indenture Act
as now in effect or as hereafter amended or modified;  provided,  further,  that
this  Section  17.7  shall not  require  this  Indenture  or the  Trustee  to be
qualified under the Trust Indenture Act prior to the time such  qualification is
in fact  required  under  the  terms of the Trust  Indenture  Act,  nor shall it
constitute  any admission or  acknowledgment  by any party to such  supplemental
indenture  that any  such  qualification  is  required  prior  to the time  such
qualification is in fact required under the terms of the Trust Indenture Act. If
any  provision  hereof  limits,  qualifies or conflicts  with another  provision
hereof  which is required to be included  in an  indenture  qualified  under the
Trust Indenture Act, such required provision shall control.

         Section 17.8.        No Security Interest Created.

         Nothing in this Indenture or in the Notes,  expressed or implied, shall
be construed to constitute a security interest under the Uniform Commercial Code
or similar  legislation,  as now or  hereafter  enacted  and in  effect,  in any
jurisdiction where property of the Company or its subsidiaries is located.

         Section 17.9.        Benefits of Indenture.

         Nothing in this Indenture or in the Notes,  expressed or implied, shall
give to any  Person,  other  than the  parties  hereto,  any Paying  Agent,  any
authenticating  agent,  any Custodian,  any Conversion  Agent, any Registrar and
their  successors  hereunder,  the  Holders  of Notes and the  Holders of Senior
Indebtedness, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

         Section 17.10.       Table of Contents, Headings, Etc.

         The table of contents  and the titles and  headings of the articles and
sections of this Indenture have been inserted for convenience of reference only,
are not to be  considered a part hereof,  and shall in no way modify or restrict
any of the terms or provisions hereof.

         Section 17.11.       Authenticating Agent.

         The  Trustee  may  appoint  an  authenticating  agent  which  shall  be
authorized   to  act  on  its  behalf  and  subject  to  its  direction  in  the
authentication  and delivery of Notes in connection  with the original  issuance
thereof and transfers and exchanges of Notes hereunder, including under Sections
2.4,  2.5, 2.6, 2.7, 3.3, 15.2 and 16.2, as fully to all intents and purposes as
though the authenticating  agent had been expressly authorized by this Indenture
and those Sections to authenticate  and deliver Notes.  For all purposes of this
Indenture,  the authentication and delivery of Notes by the authenticating agent
shall be deemed to be authentication and delivery of such Notes "by the Trustee"
and a  certificate  of  authentication  executed  on behalf of the Trustee by an
authenticating agent shall be deemed to satisfy any requirement  hereunder or in
the Notes for the Trustee's  certificate of authentication.  Such authenticating
agent  shall at all times be a Person  eligible  to serve as  Trustee  hereunder
pursuant to Section 8.9.

         Any corporation  into which any  authenticating  agent may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  consolidation or conversion to which any authenticating  agent
shall be a party, or any corporation  succeeding to the corporate trust business
of any authenticating  agent, shall be the successor of the authenticating agent
hereunder,  if such  successor  corporation  is  otherwise  eligible  under this
Section  17.11,  without the execution or filing of any paper or any further act
on the part of the parties hereto or the authenticating  agent or such successor
corporation.

         Any  authenticating  agent may at any time  resign  by  giving  written
notice of resignation to the Trustee and to the Company.  The Trustee may at any
time terminate the agency of any  authenticating  agent by giving written notice
of termination to such authenticating  agent and to the Company.  Upon receiving
such a notice of resignation or upon such a termination,  or in case at any time
any  authenticating  agent shall cease to be eligible  under this  Section,  the
Trustee shall either promptly appoint a successor authenticating agent or itself
assume the duties and obligations of the former  authenticating agent under this
Indenture,  and upon such  appointment of a successor  authenticating  agent, if
made,   shall  give  written   notice  of  such   appointment   of  a  successor
authenticating agent to the Company and shall mail notice of such appointment of
a  successor  authenticating  agent to all  Holders  of Notes as the  names  and
addresses of such Holders appear on the Note register.

         The Trustee agrees to pay to the authenticating agent from time to time
reasonable  compensation  for its  services (to the extent  pre-approved  by the
Company in writing), and the Trustee shall be entitled to be reimbursed for such
pre-approved payments, subject to Section 8.6.

         The   provisions  of  Sections  8.2,  8.3,  8.4,  9.3 and this  Section
17.11 shall be  applicable  to any authenticating agent.

         Section 17.12.       Execution in Counterparts.

         This Indenture may be executed in any number of  counterparts,  each of
which shall be an original,  but such countervails shall together constitute but
one and the same instrument.
First Union  National Bank hereby  accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly signed, all as of the date first written above.

Attest:                                      World Access, Inc.

                                             By:     /s/ Steven A. Odom
                                                     -----------------------
                                             Title:  Steven A. Odom
                                                     Chairman and Chief 
                                                     Executive Officer

                                             Attest: First Union National Bank,
                                                     as Trustee

                                             By:    /s/ R Douglas Milner
                                                    ------------------------
                                             Name:  R. Douglas Milner
                                             Title: Trustee
EXHIBIT A

[For Global Note only:]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE  DEPOSITORY  TRUST  COMPANY  (55  WATER  STREET,  NEW YORK,  NEW YORK)  (THE
"DEPOSITARY," WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR THE CERTIFICATES)
TO THE COMPANY OR ITS AGENT FOR  REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,
AND ANY  CERTIFICATE  ISSUED IS  REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITARY AND
ANY  PAYMENT  HEREIN  IS MADE  TO CEDE & CO.  (OR TO  SUCH  OTHER  ENTITY  AS IS
REQUESTED BY AN  AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITARY),  ANY TRANSFER,
PLEDGE,  OR OTHER USE  HEREOF  FOR  VALUE OR  OTHERWISE  BY OR TO ANY  PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

[For all Notes:]

         THE NOTE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE  ACCOUNT OR BENEFIT  OF,  U.S.  PERSONS,  EXCEPT AS SET
FORTH BELOW.

         BY ITS ACQUISITION  HEREOF, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED  INSTITUTIONAL  BUYER" (AS DEFINED IN RULE 144A UNDER THE  SECURITIES
ACT) OR (B) IT IS AN  INSTITUTIONAL  "ACCREDITED  INVESTOR"  (AS DEFINED IN RULE
501(a)(1), (2), (3) or (7) UNDER THE SECURITIES ACT) ("INSTITUTIONAL  ACCREDITED
INVESTOR") OR (C) IT IS NOT A U.S.  PERSON AND IS ACQUIRING  THE NOTE  EVIDENCED
HEREBY IN AN OFFSHORE TRANSACTION; (2) AGREES THAT IT WILL NOT PRIOR TO THE DATE
THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THE NOTE EVIDENCED
HEREBY AND THE LAST DATE ON WHICH WORLD  ACCESS,  INC.  (THE  "COMPANY")  OR ANY
"AFFILIATE" (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY WAS
THE OWNER OF THE NOTE (THE "RESTRICTION  TERMINATION  DATE") RESELL OR OTHERWISE
TRANSFER THE NOTE EVIDENCED  HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION
OF SUCH NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE
UNITED STATES TO A QUALIFIED  INSTITUTIONAL  BUYER IN COMPLIANCE  WITH RULE 144A
UNDER THE  SECURITIES  ACT,  (C) INSIDE THE  UNITED  STATES TO AN  INSTITUTIONAL
ACCREDITED  INVESTOR  THAT,  PRIOR TO SUCH  TRANSFER,  FURNISHES  TO FIRST UNION
NATIONAL  BANK, AS TRUSTEE (OR A SUCCESSOR  TRUSTEE,  AS  APPLICABLE),  A SIGNED
LETTER  CONTAINING  CERTAIN  REPRESENTATIONS  AND  AGREEMENTS  RELATING  TO  THE
RESTRICTIONS ON TRANSFER OF THE NOTE EVIDENCED  HEREBY (THE FORM OF WHICH LETTER
CAN BE OBTAINED FROM SUCH TRUSTEE OR A SUCCESSOR  TRUSTEE,  AS APPLICABLE),  (D)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE  SECURITIES  ACT,  (E)  PURSUANT TO THE  EXEMPTION  FROM  REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO
A REGISTRATION  STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER);  AND (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED  HEREBY IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

         IN CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED HEREBY BEFORE THE
RESTRICTION  TERMINATION  DATE,  THE HOLDER MUST CHECK THE  APPROPRIATE  BOX SET
FORTH ON THE REVERSE  HEREOF  RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
THIS NOTE TO FIRST UNION NATIONAL BANK, AS TRUSTEE (OR A SUCCESSOR  TRUSTEE,  AS
APPLICABLE).  IF THE  PROPOSED  TRANSFER IS  PURSUANT TO CLAUSE (C),  (D) OR (E)
ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,  FURNISH TO FIRST UNION NATIONAL
BANK, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE),  SUCH  CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT
SUCH TRANSFER IS BEING MADE  PURSUANT TO AN EXEMPTION  FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

         THIS LEGEND WILL BE REMOVED AFTER THE  EXPIRATION OF TWO YEARS FROM THE
ORIGINAL  ISSUANCE  OF THE NOTE  EVIDENCED  HEREBY.  AS USED  HEREIN,  THE TERMS
"OFFSHORE  TRANSACTION,"  "UNITED  STATES" AND "U.S.  PERSON"  HAVE THE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.
WORLD ACCESS, INC.
                  4.5% CONVERTIBLE SUBORDINATED NOTE DUE 2002

                           No. _______ CUSIP [_____]

         World Access,  Inc., a corporation  duly organized and validly existing
under the laws of the State of Delaware  (herein  called the  "Company"),  which
term includes any successor  corporation under the indenture  referred to on the
reverse hereof,  for value received hereby promises to pay to _____________ [for
global Note,  insert:  CEDE & CO.] or registered  assigns,  the principal sum of
[___________  ($____________)]  [for Global Note only (as increased or decreased
from time to time in accordance with the procedures of DTC)] on October 1, 2002,
at  the  office  or  agency  of the  Company  maintained  for  that  purpose  in
__________,  _____________, or, at the option of the Holder of this Note, at the
Corporate Trust Office, in such coin or currency of the United States of America
as at the time of payment  shall be legal  tender for the  payment of public and
private debts,  and to pay interest,  semi-annually  on April 1 and October 1 of
each year,  commencing  April 1, 1998,  on said  principal sum at said office or
agency,  in like coin or currency,  at the rate per annum of 4.5%, from the date
of this Note. The interest payable on this Note pursuant to the Indenture on any
April 1 or  October 1 will be paid to the person in whose name this Note (or one
or more  predecessor  Notes is registered at the close of business on the record
date,  which  shall be the March 15 or  September  15 (whether or not a Business
Day) next  preceding  such April 1 or October 1, as  provided  in the  Indenture
provided that any such interest not  punctually  paid or duly provided for shall
be payable as  provided  in the  Indenture.  Interest  may, at the option of the
Company,  be paid by check  mailed  to the  registered  address  of such  person
provided  that with  respect to any Holder with an  aggregate  principal  amount
equal to or in excess of  $5,000,000  interest  may be paid by wire  transfer as
more fully specified in the Indenture.

         Reference is made to the further  provisions  of this Note set forth on
the reverse hereof, including, without limitation,  provisions subordinating the
payment of principal  of and  premium,  if any, and interest on the Notes to the
prior payment in fully of all Senior Indebtedness,  as defined in the Indenture,
and  provisions  giving the  Holder of this Note the right to convert  this Note
into Common  Stock of the  Company on the terms and  subject to the  limitations
referred to on the reverse hereof and as more fully  specified in the Indenture.
Such further  provisions  shall for all purposes  have the same effect as though
fully set forth at this place.

         This Note shall be deemed to be a  contract  made under the laws of the
State of Georgia, and for all purposes shall be construed in accordance with and
governed by the laws of said State.

         This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication  hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.

         IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Note to be duly
executed under its corporate seal.

DATED:  October 1, 1997

Attest: World Access, Inc.

By:     Steven A. Odom
Title:  Chairman and Chief Executive Officer

[SEAL]

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within-named Indenture.

FIRST UNION NATIONAL BANK, as Trustee

By:
       Name:
       Title:
[FORM OF REVERSE OF NOTE]

                                WORLD ACCESS, INC.

                   4.5% CONVERTIBLE SUBORDINATED NOTE DUE 2004

         1. This Note is one of a duly authorized issue of Notes of the Company,
designated as its 4.5%  Convertible  Subordinated  Notes due 2002 (herein called
the   "Notes"),   limited  to  aggregate   principal   amount  of   $100,000,000
($115,000,000 if the over-allotment option is exercised in full) issued or to be
issued under and  pursuant to an  indenture  dated as of October 1, 1997 (herein
called the  "Indenture"),  between the Company and First Union National Bank, as
trustee  (herein called the  "Trustee"),  to which  Indenture and all indentures
supplemental  thereto  reference is hereby made for a description of the rights,
limitations  of rights,  obligations,  duties and  immunities  thereunder of the
Trustee, the Company and the Holders.

         2. In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing,  the principal of and accrued  interest on all Notes
may be declared, and upon said declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

         3. The Indenture  contains  provisions  permitting  the Company and the
Trustee,  with the  consent  of the  Holders  of not  less  than a  majority  in
aggregate principal amount of the Notes as the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or  changing  in any  manner  or  eliminating  any of the  provisions  of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the Holders provided,  however, that no such supplemental indenture shall (i)
extend the fixed  maturity of any Note, or reduce the rate or extend the time of
payment of interest thereon,  or reduce the principal amount thereof or premium,
if any, thereon,  or reduce any amount payable on redemption  thereof, or impair
the right of any Noteholder to institute suit for the payment  thereof,  or make
the principal  thereof or interest or premium,  if any,  thereon  payable in any
coin or currency  other than that provided in the Note, or modify the provisions
of the  Indenture  with  respect to the  subordination  of the Notes in a manner
adverse to the Holders in any material respect,  or change the obligation of the
Company to repurchase  any Note upon the  occurrence of a Change in Control in a
manner  adverse to the Holder of the Notes,  or impair the right to convert  the
Notes into  Common  Stock in any  material  respect,  without the consent of the
Holder of each Note so  affected  or (ii)  reduce the  aforesaid  percentage  of
Notes,  the Holders of which are  required  to consent to any such  supplemental
indenture,  without the consent of the Holders of all Notes then outstanding. It
is also  provided in the  Indenture  that the Holders of a majority in aggregate
principal  amount  of the  Notes at the time  outstanding  may on  behalf of the
Holders of all of the Notes waive any past default or Event of Default under the
Indenture and its  consequences  except (i) a default in the payment of interest
or any premium,  if any, on, or the principal  of, the Notes,  (ii) a failure by
the  Company to  convert  any Notes into  Common  Stock,  (iii) a default in the
payment of the  Redemption  Price  pursuant to Article III or  repurchase  price
pursuant to Article XVI or (iv) a default in respect of a covenant or provisions
which under Article XI cannot be modified or amended  without the consent of the
Holders of all Notes then outstanding.  Any such consent or waiver by the Holder
of this Note (unless  revoked as provided in the Indenture)  shall be conclusive
and binding upon such Holder and upon all future Holders and owners of this Note
and any Notes which may be issued in exchange or substitute hereof, irrespective
of  whether  or not any  notation  thereof  is made upon this Note or such other
Notes.

         4. The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture,  expressly subordinate and subject in right of
payment to the prior payment in full of all Senior  Indebtedness of the Company,
as defined in the Indenture, whether outstanding at the date of the Indenture or
thereafter  incurred,  and this Note is issued  subject to the provisions of the
Indenture  with  respect  to such  subordination.  Each  Holder  of this Note by
accepting  the  same,  agrees  to and  shall  be bound  by such  provisions  and
authorizes  the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and appoints the Trustee
his attorney-in-fact for such purpose.

         5. No reference  herein to the  Indenture and no provision of this Note
or of the Indenture  shall alter or impair the obligation of the Company,  which
is  absolute  and  unconditional,  to pay the  principal  of and any premium and
interest on this Note at the place, at the respective  times, at the rate and in
the coin or currency herein prescribed.

         6.  Interest  on the Notes  shall be computed on the basis of a 360-day
year comprised of twelve 30-day months.

         7. The Notes are issuable in registered form without coupons in minimum
denominations  of  $1,000  ($100,000  in the case of Notes  issued  pursuant  to
Regulation D under the Securities Act) and any integral  multiple of $1,000.  At
the office or agency of the Company  referred to on the face hereof,  and in the
manner and subject to the limitations provided in the Indenture, without payment
of any service  charge but with payment of a sum  sufficient to cover any tax or
other   governmental   charge  that  may  be  imposed  in  connection  with  any
registration  or exchange of Notes,  Notes may be exchanged for a like aggregate
principal amount of Notes of other authorized denominations.

         8. The Notes will not be  redeemable at the option of the Company prior
to October 1, 2000.  At any time after  October 1, 2000,  and prior to maturity,
the Notes may be redeemed at the option of the Company  from time to time,  as a
whole or in part,  upon mailing a notice of such redemption not less than 15 nor
more than 60 days before the date fixed for  redemption  to the Holders of Notes
at  their  registered  addresses,  all  as  provided  in the  Indenture,  at the
following optional  Redemption Prices (expressed as percentages of the principal
amount), together in each case with accrued interest to, but excluding, the date
fixed for redemption.

         9. If redeemed during the 12-month period beginning October 1:

                                  Year                               Percentage
                                  2000..................................101.8%
                                  2001..................................100.9%

and 100% at October 1, 2002 provided that if the date fixed for redemption is on
April 1 or  October 1, then the  interest  payable on such date shall be paid to
the Holder of record of the Note on the next preceding March 15 or September 15,
respectively.

         10.......The Notes are not subject to redemption through  the operation
                  of any sinking fund.

         11.......Subject to the provisions of the Indenture,  the Holder hereof
has the right, at its option,  at any time prior to the close of business on the
maturity date,  subject to prior redemption or repurchase,  or, as to all or any
portion  hereof  called for  redemption,  prior to the close of  business on the
fifth Business day preceding the date fixed for  redemption  (unless the Company
shall default in payment due upon redemption thereof),  to convert the principal
hereof or any portion of such principal which is $1,000 or an integral  multiple
thereof,  into that number of shares of the Company's Common Stock,  said shares
shall be  constituted  at the  date of  conversion,  obtained  by  dividing  the
principal  amount  of this  Note  or  portion  thereof  to be  converted  by the
Conversion  Price of $37.03125 or such Conversion Price is adjusted from time to
time as provided in the Indenture,  upon surrender of this Note, together with a
conversion notice as provided in the Indenture,  to the Company at the office or
agency of the Company maintained for that purpose in Atlanta, Georgia, or at the
option of such  Holder,  the  Corporate  Trust  Office,  and,  unless the shares
issuable  on  conversion  are to be issued in the same name as this  Note,  duly
endorsed by, or accompanied by instruments of transfer in form  satisfactory  to
the Company duly executed by, the Holder or by his duly authorized attorney.  No
adjustment in respect of interest or dividends will be made upon any conversion;
provided,  however, that if this Note shall be surrendered for conversion during
the period  from the close of  business  on any record  date for the  payment of
interest to the close of business on the  Business  Day  preceding  the interest
payment  date,  this Note (unless it or the portion being  converted  shall have
been called for  redemption  during the period from the close of business on any
record date for the payment of interest to the close of business on the Business
Day preceding the interest  payment date) must be accompanied  by an amount,  in
New York Clearing house finds or other funds acceptable to the Company, equal to
the interest payable on such interest payment date on the principal amount being
converted,  provided further  however,  that in the event this Note or a portion
thereof is called for redemption on or after October 1, 2000 and before April 1,
2001 and the Holder elects to convert such Note,  the Holder will be entitled to
receive  interest on such Note for the period from April 1, 2000 through October
1, 2000  (provided  however,  that no such  payment  need be made if there shall
exist at the time of  conversion  a default in the  payment of  interest  on the
Notes.)  No  fractional  shares  will be  issued  upon  any  conversion,  but an
adjustment in cash will be made, as provided in the Indenture, in respect of any
fraction of a share which would  otherwise be issuable upon the surrender of any
Note or Notes for conversion.

         12.......Any  Notes  called  for  redemption,  unless  surrendered  for
conversion on or before the close of business on the date fixed for  redemption,
may be deemed to be  purchased  from the Holder of such Notes at an amount equal
to the applicable  Redemption Price,  together with accrued interest to the date
fixed for redemption,  by one or more investment bankers or other purchasers who
may agree with the Company to purchase  such Notes from the Holders  thereof and
convert them into Common Stock of the Company and to make payment for such Notes
as aforesaid to the Trustee in trust for such Holders.

         13.......Upon due presentment for registration of transfer of this Note
at the office or agency of the Company in  Atlanta,  Georgia or at the option of
the Holder of this Note, at the Corporate  Trust Office,  a new Note or Notes of
authorized  denominations for an equal aggregate principal amount will be issued
to the transferee in exchange  thereof,  subject to the limitations  provided in
the Indenture,  without charge except for any tax or other  governmental  charge
imposed in connection therewith.

         14.......The  Company,  the Trustee,  any  authenticating  agency,  any
paying  agent,  any  conversion  agent and any  Registrar may deem and treat the
registered  Holder  hereof as the absolute  owner of this Note  (whether or Note
this Note shall be overdue and  notwithstanding  any  notation of  ownership  or
other  writing  hereon),  for the purpose of  receiving  payment  hereof,  or on
account  hereof,  for the  conversion  hereof  and for all other  purposes,  and
neither the Company nor the Trustee nor any other  authenticating  agent nor any
paying agent nor any other  conversion agent nor any Registrar shall be affected
by any notice to the  contrary.  All payments  made to or upon the order of such
registered  Holder  shall,  to the extent of the sum or sums paid,  satisfy  and
discharge liability for monies payable on this Note.

         15.......No recourse for the payment of the principal or any premium or
interest on this Note,  or for any claim based  hereon or  otherwise  in respect
hereof,  and no recourse under or upon any obligation,  covenant or agreement of
the Company in the  Indenture or any  indenture  supplemental  thereto or in any
Note, or because of the creation of any indebtedness  represented thereby, shall
be had against  any  incorporation,  stockholder,  employee,  agent,  officer or
director or subsidiary,  as such, past,  present or future, of the Company or of
any  successor  corporation,  either  directly  or  through  the  Company or any
successor corporation, whether by virtue of any constitution, statute or rule of
law or by the  enforcement of any  assessment or penalty or otherwise,  all such
liability  being, by the acceptance  hereof and as part of the  consideration of
the issue hereof, expressly waived and released.

         16.......Terms  used in this Note and defined in the Indenture are used
herein as therein defined.

                             
                                  ABBREVIATIONS

         The following  abbreviations,  when used in the inscription of the face
of this  Note,  shall be  construed  as  though  they were  written  out in full
according to applicable laws or regulations:

TEN COM-          as tenants in common        UNIF GIFT MIN ACT  Custodian
                                                                (Cust)
                                                                (Minor)

TEN ENT-          as tenants by the
                  entireties

JT TEN-           as joint tenants with      under Uniform Gifts to Minors Act
                  right to survivor-ship
                  and not as tenants in
                  common                       ___________________________
                                                         (State)

                    Additional abbreviations may also be used
                          though not in the above list.
CONVERSION NOTICE
                             To: WORLD ACCESS, INC.

         The  undersigned  registered  owner  of this  Note  hereby  irrevocably
exercises  the option to convert  this Note,  or the  portion  hereof  (which is
$1,000 or an integral multiple thereof) below designated,  into shares of Common
Stock of World  Access,  Inc.  in  accordance  with the  terms of the  Indenture
referred to in this Note, and directs that the shares  issuable and  deliverable
upon such conversion,  together with any check in payment for fractional  shares
and any Notes  representing any unconverted  principal amount hereof,  be issued
and delivered to the  registered  Holder hereof unless a different name has been
indicated  below.  If shares or any portion of this Note not converted are to be
issued in the name of a Person other than the undersigned,  the undersigned will
check the  appropriate box below and pay all transfer taxes payable with respect
thereto.  Any  amount  required  to be paid to the  undersigned  on  account  of
interest accompanies this Note.

Dated:  ______________________

                        

                                     
                                           Signature(s)

                                           Signature(s)  must  be
                                           guaranteed    by    an
                                           eligible     Guarantor
                                           Institution    (banks,
                                           stock brokers, savings
                                           and loan  associations
                                           and   credit   unions)
                                           with  membership in an
                                           approved     signature
                                           guarantee    medallion
                                           program   pursuant  to
                                           Securities         and
                                           Exchange    Commission
                                           Rule 17Ad-15 if shares
                                           of Common Stock are to
                                           be issued, or Notes to
                                           be  delivered,   other
                                           than  to  and  in  the
                                           name of the registered
                                           Holder.

                                         ---------------------------------------
                                         Signature Guarantee
Fill in for registration of shares of Common Stock if to be issued, and Notes it
to be delivered, other than to and in the name of the registered Holder:

-------------------------
(Name)

-------------------------
(Street Address)

-------------------------
(City, State and Zip Code)

Please print name and address

Principal amount to be
converted (if less than all):
                                                         
$-----------

                                                         
-------------------------------------------------------
Social Security or Other Taxpayer Identification Number
ASSIGNMENT

For value received ___________________ hereby sell(s), assign(s) and transfer(s)
unto

------------------------------------------------------------------------
(Please insert name, social security or other Taxpayer Identification Number  of
assignee)

the within Note, and hereby irrevocably constitutes and appoints

------------------------------------------------------------------------------
attorney to transfer  the said Note on the Books of the  Company,  with power of
substitution in the premises.

         In connection  with any transfer of the within Note within two years of
the date of original  issuance of such Note, the undersigned  confirms that such
Note is being transferred:

         |_|  To World Access, Inc. or a subsidiary thereof; or

         |_|  Pursuant  to and in compliance with Rule 144A under the Securities
              Act of 1933, as amended; or

         |_|  To  an  Institutional   Accredited   Investor   pursuant to and in
              compliance with the Securities Act of 1933, as amended; or

         |_|  Pursuant  to  and  in  compliance  with  Regulation  S  under  the
              Securities  Act of 1933, as amended; or

         |_|  Pursuant  to  and in compliance with Rule 144 under the Securities
              Act of 1933, as amended;

and unless the box below is checked,  the undersigned confirms that such Note is
not being  transferred  to an  "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate").

         |_|  The transferee is an Affiliate of the Company;
Dated:  ______________________
                                          

                                             -----------------------------------
                                             Signature(s)

                                             Signature(s)  must  be
                                             guaranteed    by    an
                                             eligible     Guarantor
                                             Institution    (banks,
                                             stock brokers, savings
                                             and loan  associations
                                             and   credit   unions)
                                             with  membership in an
                                             approved     signature
                                             guarantee    medallion
                                             program   pursuant  to
                                             Securities         and
                                             Exchange    Commission
                                             Rule 17Ad-15 if shares
                                             of Common Stock are to
                                             be issued, or Notes to
                                             be  delivered,   other
                                             than  to  and  in  the
                                             name of the registered
                                             Holder.

                                  
                                             -----------------------------------
                                             Signature Guarantee
OPTION TO ELECT REPURCHASE
                                 UPON A CHANGE IN CONTROL

To:      WORLD ACCESS, INC.

         The  undersigned  registered  owner  of this  Note  hereby  irrevocably
acknowledges  receipt of a notice from World Access,  Inc. (the  Company") as to
the  occurrence  of a Change in Control with respect to the Company and requests
and instructs the Company to repay the entire  principal amount of this Note, or
the portion  thereof  (which is $1,000 or an integral  multiple  thereof)  below
designated,  in accordance  with the terms of the Indenture  referred to in this
Note at the repurchase price,  together with accrued interest to, but excluding,
such date, to the registered Holder hereof.

Dated:  ______________________

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

                                        ----------------------------------------
                                        Signature(s)

                                        NOTICE:    The   above
                                        signatures    of   the
                                        Holder(s)  hereof must
                                        correspond   with  the
                                        name as  written  upon
                                        the  face of the  Note
                                        in  every   particular
                                        without    alteration,
                                        enlargement   or   any
                                        change whatever.

                                                          
Principal amount to be
repurchased (if less than all):

$--------------

-----------------------------------
Social Security or Other Taxpayer
Identification Number
Exhibit 10.1                                             

                                           

                                  $100,000,000
                  4.5% CONVERTIBLE SUBORDINATED NOTES DUE 2002

                               WORLD ACCESS, INC.

                               PURCHASE AGREEMENT

                               September 26, 1997

BT Alex. Brown Incorporated
Prudential Securities Incorporated
c/o BT Alex. Brown Incorporated
One South Street
Baltimore, Maryland  21202

Ladies and Gentlemen:

         World Access,  Inc., a Delaware  corporation (the "Company"),  confirms
its  agreement  with BT  Alex.  Brown  Incorporated  and  Prudential  Securities
Incorporated (the "Initial  Purchasers") with respect to the sale by the Company
and the purchase by the Initial Purchasers, acting severally and not jointly, of
the  respective  amounts  set  forth in  Schedule  A of  $100,000,000  aggregate
principal amount of the Company's 4.5% Convertible  Subordinated  Notes due 2002
(the  "Notes") to be issued  pursuant to the  provisions  of an  indenture to be
dated as of October 1, 1997 (the  "Indenture")  between  the  Company  and First
Union National Bank, as trustee (the  "Trustee").  Such  $100,000,000  aggregate
principal  amount of Notes are hereafter  referred to as the "Firm Notes".  Upon
the request of the  Initial  Purchasers,  as  provided  in Section  2(b) of this
Agreement, the Company shall also issue and sell to the Initial Purchasers up to
an additional $15,000,000 aggregate principal amount of Notes for the purpose of
covering over-allotments, if any. Such $15,000,000 aggregate principal amount of
Notes are  hereinafter  referred  to as the  "Option  Notes." The Firm Notes and
Option Notes collectively constitute all of the Notes.

         The Notes are  convertible  into shares of the Company's  common stock,
par value $.01 per share (the "Common Stock"),  at any time following the latest
date of the  original  issuance  thereof and before the close of business on the
maturity  date of the Notes,  unless  previously  redeemed or  repurchased.  The
Common Stock  issuable  upon  conversion  of the Notes is sometimes  hereinafter
referred to as the  "Underlying  Stock." Notes issued in book-entry form will be
issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant
to a letter agreement, to be dated as of the Closing Date (as defined in Section
3) among the Company, the Trustee and DTC.

         The Company  understands that the Initial Purchasers propose to make an
offering of the Notes on the terms and in the manner set forth herein and agrees
that the Initial  Purchasers  may resell,  subject to the  conditions  set forth
herein, all or a portion of the Notes to purchasers ("Subsequent Purchasers") at
any time after the date of this  Agreement.  The Notes will be offered  and sold
through the Initial Purchasers without being registered under the Securities Act
of 1933,  as amended  (the  "Securities  Act"),  in reliance  upon an  exemption
therefrom. Pursuant to the terms of the Notes and the Indenture,  investors that
acquire Notes may only resell or otherwise transfer such Notes if such Notes are
hereafter  registered  under  the  Securities  Act or if an  exemption  from the
registration  requirements  of the  Securities  Act is available  (including the
exemption  afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation  S")
of the  rules  and  regulations  promulgated  under  the  Securities  Act by the
Securities and Exchange Commission (the "Commission")).

         The Company has prepared and delivered to the Initial Purchasers copies
of a preliminary  offering memorandum dated September 15, 1997 (the "Preliminary
Offering  Memorandum"),  and  has  prepared  and  will  deliver  to the  Initial
Purchasers,  on the date hereof,  copies of a final  offering  memorandum  dated
September  26,  1997 (the  "Offering  Memorandum"),  setting  forth  information
regarding  the  Company,  the  Notes  and  the  Underlying  Stock.  Each  of the
Preliminary Offering Memorandum and the Offering Memorandum is to be used by the
Initial  Purchasers in connection  with their  solicitation  of purchases of, or
offering of, the Notes.  "Offering  Memorandum,"  unless stated to the contrary,
means, with respect to any date or time referred to in this Agreement,  the most
recent offering memorandum  (whether the Preliminary  Offering Memorandum or the
Offering  Memorandum,  or  any  amendment  or  supplement  to  such  documents),
including exhibits thereto and any documents  incorporated therein by reference,
which has been prepared and  delivered by the Company to the Initial  Purchasers
in  connection  with their  solicitation  of  purchases  of, or offering of, the
Notes.  The  Company  hereby  confirms  that  it has  authorized  the use of the
Preliminary  Offering  Memorandum and the Offering Memorandum in connection with
the offering and sale of the Notes.

         Holders (including  subsequent  transferees) of the Notes will have the
registration  rights  set  forth  in  the  Registration  Rights  Agreement  (the
"Registration Rights Agreement"). Pursuant to the Registration Rights Agreement,
the  Company  has  agreed  to file  with  the  Commission  a shelf  registration
statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration
Statement") to cover public resales of the Notes and the Underlying Stock by the
Holders thereof.

         Capitalized  terms used herein without  definition  have the respective
meanings  specified  therefor in the Offering  Memorandum.  For purposes hereof,
"Rules  and  Regulations"  means  the  rules  and  regulations  adopted  by  the
Commission  under the Securities  Act, the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act") or the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), as applicable.

         All references in this Agreement to financial  statements and schedules
and other information which is "contained,"  "included," "stated," or described"
in the Offering  Memorandum (or other references of like import) shall be deemed
to mean and  include  all such  financial  statements  and  schedules  and other
information which is incorporated by reference in the Offering  Memorandum;  and
all  references in this  Agreement to amendments or  supplements to the Offering
Memorandum  shall be deemed to mean and include the filing of any document under
the Exchange Act which is incorporated by reference in the Offering Memorandum.

         Section 1.  Representations and Warranties.  The Company represents and
warrants  to, and agrees  with,  each of the Initial  Purchasers  as of the date
hereof,  and as of the Closing Date and each Option  Closing Date (as defined in
Section 2(b) hereof), if any, as follows:

                  (a) The Offering  Memorandum,  as of its date,  together  with
each  amendment  or  supplement  thereto,  as of  its  date,  contains  all  the
information that, if requested by a prospective purchaser,  would be required to
be provided  pursuant to Rule 144A(d)(4)  under the Securities Act. The Offering
Memorandum  does not, and at the Closing  Date and any Option  Closing Date will
not, and any amendment or supplement  thereto, if any, as of its date, will not,
contain any untrue  statement  of a material  fact or omit to state any material
fact  necessary  in  order  to make  the  statements  therein,  in  light of the
circumstances  under  which  they were made,  not  misleading.  The  immediately
preceding  sentence does not apply to  information  contained in or omitted from
the  Preliminary   Offering  Memorandum  or  the  Offering  Memorandum  (or  any
supplement or amendment thereto) in reliance upon and in conformity with written
information  furnished  to the Company by or on behalf of any Initial  Purchaser
specifically  for use  therein  (the  "Initial  Purchaser's  Information").  The
parties acknowledge and agree that the Initial Purchaser's  Information consists
solely of the last  paragraph  at the bottom of the front cover page  concerning
the terms of the  offering  by the  Initial  Purchasers  and the text  under the
caption  "Plan of  Distribution"  in the  Offering  Memorandum.  The  Company is
subject to Sections 13 or 15(d) of the Exchange Act.

                  (b)  The  Company  has  been  duly  organized  and is  validly
existing  as a  corporation  in good  standing  under  the laws of the  State of
Delaware,  with  corporate  power and  corporate  authority  to own or lease its
properties  and conduct its business as  described  in the Offering  Memorandum.
Restor-AIT,  Inc., Westec  Communications,  Inc., Sunrise Sierra,  Inc. Cellular
Infrastructure Supply, Inc., and Galaxy Personal  Communications  Services, Inc.
(the  "Subsidiaries")  constitute all of the Company's  corporate  subsidiaries.
Each of the  Subsidiaries  has been duly organized and is validly  existing as a
corporation in good standing  under the laws of the state of its  incorporation,
with corporate power and corporate  authority to own or lease its properties and
conduct its  business  as  described  in the  Offering  Memorandum.  Each of the
Company and the Subsidiaries is duly qualified and licensed and in good standing
as a foreign  corporation in each jurisdiction in which its ownership or leasing
of any properties or the character of its operations requires such qualification
or licensing,  except where the failure to be so qualified or licensed would not
have a material adverse effect on the condition, financial or otherwise, results
of operations or business of the Company and the Subsidiaries,  taken as a whole
(a "Material Adverse Effect").  The outstanding  shares of capital stock of each
of the Subsidiaries have been duly authorized and validly issued, are fully paid
and  non-assessable,  are  owned by the  Company  free and  clear of all  liens,
charges,  claims,  encumbrances,  pledges,  security  interests defects or other
restrictions  or  equities  of any  kind  whatsoever,  and were  not  issued  in
violation  of any  preemptive  rights  or  applicable  securities  laws;  and no
options,  warrants  or other  rights to convert any  obligations  into shares of
capital stock or ownership interests in any of the Subsidiaries are outstanding.

                  (c)   The    information   set   forth   under   the   caption
"Capitalization"  in the Offering  Memorandum  is true and correct.  Neither the
Company nor any Subsidiaries is a party to or bound by any instrument, agreement
or other arrangement, including, but not limited to, any voting trust agreement,
stockholders'  agreement  or  other  agreement  or  instrument,   affecting  the
securities or rights or obligations of  securityholders of the Company or of the
Subsidiaries  or providing for any of them to issue,  sell,  transfer or acquire
any capital stock, rights, warrants,  options or other securities of the Company
or the  Subsidiaries,  except for this  Agreement  and the  Indenture and as set
forth in the Offering  Memorandum.  The Notes and the  Company's  capital  stock
conform  in  all  material  respects  to all  statements  with  respect  thereto
contained in the Offering Memorandum.

                  (d) All issued  and  outstanding  shares of  capital  stock or
other  securities  evidencing  equity  ownership  of each of the  Company or the
Subsidiaries have been duly authorized and validly issued and are fully paid and
non-assessable,  as applicable; the holders thereof have no rights of rescission
with  respect  thereto and are not subject to  personal  liability  by reason of
being such holders;  and none of such securities were issued in violation of the
preemptive  rights  of  any   securityholder  of  the  Company  or  any  of  the
Subsidiaries or similar  contractual rights granted by the Company or any of the
Subsidiaries.  The Notes will be issued  pursuant to the terms and conditions of
the Indenture,  and each of the Indenture and the Registration  Rights Agreement
conforms,  or will conform, to the description thereof contained in the Offering
Memorandum. The Notes have been duly authorized and, when validly authenticated,
issued, delivered and paid for in the manner contemplated by the Indenture, will
be duly  authorized,  validly issued and outstanding  obligations of the Company
entitled to the benefits of the  Indenture.  The shares of Common Stock issuable
upon  conversion  of the Notes will,  upon such  issuance,  be duly  authorized,
validly  issued,  fully  paid  and  non-assessable,  and the  Company  has  duly
authorized and reserved for issuance upon  conversion of the Notes the shares of
Common Stock issuable upon such  conversion.  The Notes and the Underlying Stock
are not and will not be subject to any preemptive or other similar rights of any
securityholder of the Company or the Subsidiaries; all corporate action required
to be  taken  for  the  authorization,  issue  and  sale  of the  Notes  and the
Underlying  Stock  has  been  duly  and  validly  taken;  and  the  certificates
representing  the Notes and the Underlying Stock will be in due and proper form.
Upon the issuance and delivery  pursuant to the terms of this  Agreement and the
Indenture of the Notes to be sold by the Company  hereunder and thereunder,  the
Initial Purchasers will acquire good and marketable title thereto free and clear
of any lien, charge, claim,  encumbrance,  pledge, security interest,  defect or
other restriction or equity of any kind whatsoever.

                  (e) The consolidated  historical  financial  statements of the
Company and the  Subsidiaries,  together with the related notes thereto included
in the  Preliminary  Offering  Memorandum  and the Offering  Memorandum,  fairly
present the financial position,  income,  changes in stockholders'  equity, cash
flow and  results of  operations  of the  Company  and the  Subsidiaries  at the
respective  dates and for the respective  periods to which they apply,  and such
historical  financial statements have been prepared in conformity with generally
accepted  accounting  principles  and the  Rules and  Regulations,  consistently
applied  throughout  the periods  involved.  Except as described in the Offering
Memorandum, there has been no material adverse change or development involving a
material prospective change in the condition, financial or otherwise, results of
operations  or business of the Company and the  Subsidiaries,  taken as a whole,
whether or not arising in the ordinary course of business, since the date of the
financial  statements  included in the Offering  Memorandum and the  outstanding
debt, the property, both tangible and intangible,  and the businesses of each of
the  Company  and the  Subsidiaries  conform  in all  material  respects  to the
descriptions thereof contained in the Offering Memorandum. Financial information
set forth in the Offering  Memorandum under the headings  "Summary  Consolidated
Financial and Operating Data," "Capitalization" and "Management's Discussion and
Analysis of Financial  Condition and Results of Operations"  fairly present,  on
the basis stated in the Offering  Memorandum,  the information set forth therein
and have been  derived from or compiled on a basis  consistent  with that of the
audited financial statements included in the Offering Memorandum.

                  (f)  Since the  respective  dates as of which  information  is
given in the Offering  Memorandum,  except as otherwise  stated or  contemplated
therein,  (i)  there  has been no  material  adverse  change  in the  condition,
financial or otherwise, results of operations or business of the Company and the
Subsidiaries, taken as a whole, whether or not arising in the ordinary course of
business,  (ii) there have been no  transactions  entered into by the Company or
any of the  Subsidiaries,  other than those in the ordinary  course of business,
which are material with respect to the Company and the Subsidiaries,  taken as a
whole,  and  (iii)  there  has  been no  dividend  or  distribution  of any kind
declared, paid or made by the Company on any class of its capital stock.

                  (g) Each of the Company and the Subsidiaries has filed all tax
returns required to be filed by it in any jurisdiction, other than those filings
being  contested  in good  faith,  and has paid all  federal,  state,  local and
foreign  taxes  shown to be due on such  returns  or claimed to be due from such
entities,  other than those (i) currently payable without penalty or interest or
(ii) being  contested in good faith,  in either  case,  for which the Company is
liable,  and  has  established  adequate  reserves  in the  Company's  financial
statements (in accordance  with generally  accepted  accounting  principles) for
such taxes which are not due and payable.

                  (h)      No  holders  of  securities  of  the  Company  or the
Subsidiaries  have any rights to require the Company to register such securities
except as described in (i) the Registration  Rights  Agreement,  dated March 27,
1997, by and among the Company and Thomas R. Canham, Brian A. Schuchman and John
T. Simon, and (ii) the Registration Rights Agreement,  dated August 25, 1997, by
and among the Company and Largo Holdings,  Ltd., Joseph W. Forbes, Jr., James E.
Bennett,  Moore Family Holdings,  Ltd., Paul G. Blaser,  Drew H. Davis, Lewis L.
Roberts, Jr. and Robert E. Schwartz.

                  (i)  There  is no  action,  suit,  proceeding,  litigation  or
governmental proceeding pending or, to the knowledge of the Company,  threatened
against,  or  involving  the  properties  or  businesses  of, the Company or the
Subsidiaries  which (i)  questions  the  validity  of the  capital  stock of the
Company  or  any  of  its  Subsidiaries,  this  Agreement,  the  Indenture,  the
Registration  Rights  Agreement  or of any  action  taken  or to be taken by the
Company or its  Subsidiaries  pursuant to or in connection  with this Agreement,
the Indenture or the Registration Rights Agreement or (ii) would have a Material
Adverse Effect, except as set forth in the Offering Memorandum.

                  (j) The Company has full legal right,  power and  authority to
authorize,  issue,  deliver  and sell the Notes and the  Underlying  Stock  upon
conversion  of the Notes,  to enter into this  Agreement,  the Indenture and the
Registration Rights Agreement and to consummate the transactions provided for in
such  agreements;  and this  Agreement  has been duly and  properly  authorized,
executed and  delivered by the Company,  and when the Company has duly  executed
and  delivered  the  Registration  Rights  Agreement  and  the  Indenture,  this
Agreement, the Registration Rights Agreement and the Indenture (assuming the due
execution and delivery thereof by the Initial Purchasers) will constitute legal,
valid and binding agreements of the Company  enforceable  against the Company in
accordance with their  respective  terms,  except to the extent that enforcement
thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium
or  similar  laws now or  hereafter  in effect  relating  to  creditors'  rights
generally  and  (ii)  general   principles  of  equity  (regardless  of  whether
enforceability  is considered in a proceeding at law or in equity) and except to
the extent that rights to  indemnification  and  contribution  contained in this
Agreement  may be limited by federal or state  securities  laws on public policy
relating thereto.

                  (k) None of the Company's  issue and sale of the Notes and the
Underlying  Stock upon the conversion of the Notes, the execution or delivery of
this  Agreement,  the  Indenture  and the  Registration  Rights  Agreement,  its
performance  hereunder and  thereunder,  its  consummation  of the  transactions
contemplated  herein and  therein or the conduct by it and the  Subsidiaries  of
their  businesses as described in the Offering  Memorandum or any  amendments or
supplements thereto conflicts or will conflict with or results or will result in
any breach or violation of any of the terms or provisions  of, or constitutes or
will  constitute a default  under,  or results or will result in the creation or
imposition of any lien, charge, claim,  encumbrance,  pledge, security interest,
defect or other  restriction or equity of any kind  whatsoever upon any property
or assets of the Company or the  Subsidiaries  pursuant to the terms of, (i) the
Certificate of Incorporation  or by-laws of the Company or of the  Subsidiaries,
(ii) any license,  contract,  indenture,  mortgage,  deed of trust, voting trust
agreement,  stockholders'  agreement,  note,  loan or credit  agreement or other
agreement or instrument to which the Company or its  Subsidiaries  is a party or
by which it is or may be bound or to which its properties or assets is or may be
subject, or any indebtedness,  or (iii) any statute,  judgment,  decree,  order,
rule or regulation  applicable to the Company or any of the  Subsidiaries of any
arbitrator,   court,   regulatory  body  or   administrative   agency  or  other
governmental  agency or body having  jurisdiction over the Company or any of the
Subsidiaries or any of their respective  activities or properties except, in the
case of clauses (ii) and (iii),  such defaults,  impositions and violations that
would not have a Material Adverse Effect.

                  (l) No consent,  approval,  authorization  or order of, and no
filing with, any court, arbitrator,  regulatory body, government agency or other
body,  domestic  or  foreign,  is  required  for  the  execution,   delivery  or
performance of this Agreement,  the Indenture, the Registration Rights Agreement
or the  transactions  contemplated  hereby  or  thereby,  except  such as may be
required under state securities or Blue Sky laws.

                  (m)  The  Company  and  its  Subsidiaries   have  no  material
contingent  obligations  which  are not  disclosed  in the  Company's  financial
statements which are included in the Offering Memorandum.

                  (n) Except as disclosed in the  Offering  Memorandum,  neither
the  Company  nor its  Subsidiaries  is or with the giving of notice or lapse of
time or both,  will be, in violation of or in default under its  Certificate  of
Incorporation or by-laws or under any agreement,  lease, contract,  indenture or
other  instrument or obligation to which it is a party or by which it, or any of
its properties, is bound and which default would have a Material Adverse Effect.

                  (o) Each approval, consent, order, authorization, designation,
declaration  or  filing  by or with  any  regulatory,  administrative  or  other
governmental body necessary in connection with the execution and delivery by the
Company  of this  Agreement  and the  consummation  of the  transactions  herein
contemplated (except such additional steps as may be required by the Commission,
or such additional  steps as may be necessary to qualify the Securities for sale
by the  Initial  Purchasers  under state  securities  or Blue Sky laws) has been
obtained or made and is in full force and effect.

                  (p)  The  Company  and  its  Subsidiaries  hold  all  material
licenses,  certificates  and permits  from  governmental  authorities  which are
necessary to the conduct of their  businesses.  The Company and the Subsidiaries
own or possess sufficient  trademarks,  trade names, patent rights,  copyrights,
licenses, trade secrets and other similar rights reasonably necessary to conduct
their  respective  businesses;  and the Company has no knowledge that either the
Company or its  Subsidiaries  has infringed any patents,  patent  rights,  trade
names, trademarks or copyrights,  which infringement is material to the business
of the Company and its  Subsidiaries  taken as a whole.  The Company knows of no
material  infringement  by  others  of  patents,  patent  rights,  trade  names,
trademarks or copyrights owned by or licensed to the Company.

                  (q)  Neither the  Company  nor any of its  Subsidiaries  is an
"investment  company"  within  the  meaning  of such term  under the  Investment
Company Act of 1940 and the rules and regulations of the Commission thereunder.

                  (r) The  Company  maintains  a system of  internal  accounting
controls  sufficient to provide reasonable  assurances that (i) transactions are
executed in accordance with management's general or specific authorization; (ii)
transactions  are  recorded as  necessary  to permit  preparation  of  financial
statements in conformity with generally  accepted  accounting  principles and to
maintain  accountability for assets; (iii) access to assets is permitted only in
accordance with  management's  general or specific  authorization;  and (iv) the
recorded   accountability  for  assets  is  compared  with  existing  assets  at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.

                  (s) The Company and its Subsidiaries carry, or are covered by,
insurance in such amounts and covering such risks as is adequate for the conduct
of their respective  businesses and the value of their respective properties and
as is customary for companies engaged in similar industries.

                  (t) The Company is in compliance in all material respects with
all presently  applicable  provisions of the Employee Retirement Income Security
Act of 1974, as amended, including the regulations and published interpretations
thereunder  ("ERISA");  no "reportable event" (as defined in ERISA) has occurred
with respect to any  "pension  plan" (as defined in ERISA) for which the Company
would have any  liability;  the Company has not  incurred and does not expect to
incur  liability  under (i) Title IV of ERISA with respect to termination of, or
withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of the Internal
Revenue  Code of 1986,  as amended,  including  the  regulations  and  published
interpretations  thereunder (the "Code");  and each "pension plan" for which the
Company would have any liability that is intended to be qualified  under Section
401(a) of the Code is so  qualified  in all  material  respects  and nothing has
occurred,  whether by action or by failure to act, which would cause the loss of
such qualification.

                  (u) Each of the  Company and its  Subsidiaries  is in material
compliance  with all  federal,  state,  local and foreign  laws and  regulations
respecting  employment  and  employment  practices,   terms  and  conditions  of
employment and wages and hours.  There are no pending  investigations  involving
the Company or its  Subsidiaries  by the U.S.  Department  of Labor or any other
governmental  agency  responsible  for the  enforcement of such federal,  state,
local or foreign laws and regulations.  There is no unfair labor practice charge
or complaint against the Company or its Subsidiaries pending before the National
Labor Relations Board or any strike,  picketing,  boycott,  dispute, slowdown or
stoppage  pending  or  threatened  against  or  involving  the  Company  or  its
Subsidiaries.  No representation question exists respecting the employees of the
Company  or  its  Subsidiaries,   and  no  collective  bargaining  agreement  or
modification  thereof  is  currently  being  negotiated  by the  Company  or its
Subsidiaries.  No  grievance  or  arbitration  proceeding  is pending  under any
expired or  existing  collective  bargaining  agreements  of the  Company or its
Subsidiaries.  Except as disclosed in the Offering Memorandum, no material labor
dispute with the employees of the Company or its Subsidiaries  exists or, to the
knowledge of the Company, is imminent.

                  (v) Neither the Company or any of its Subsidiaries, nor any of
its  affiliates  has taken or will  take,  directly  or  indirectly,  any action
designed  to or which has  constituted  or which  might be  expected to cause or
result in, under the Exchange Act or otherwise, stabilization or manipulation of
the price of any security of the Company to facilitate the sale or resale of the
Notes or otherwise.

                  (w)  Each of the  Company  and the  Subsidiaries  has good and
marketable title to, or valid and enforceable leasehold estates in, all items of
real and  personal  property  that are material to its  business,  in each case,
except as  disclosed in the  Offering  Memorandum,  free and clear of all liens,
charges, claims,  encumbrances,  pledges, security interests,  defects and other
restrictions that would have a Material Adverse Effect.

                  (x) Price  Waterhouse  LLP, who have certified  certain of the
financial  statements  included  as  part  of  the  Offering   Memorandum,   are
independent  certified  public  accountants  of the  Company as  required by the
Securities Act and the Rules and Regulations.

                  (y) The Notes  satisfy the  eligibility  requirements  of Rule
144A(d)(3)  under the Securities  Act, and the Notes are eligible for trading in
the Private Offerings,  Resale and Trading through Automated Linkages ("Portal")
market.  The Company's  Common Stock is included for trading in the Nasdaq Stock
Market (National Market).

                  (z) Other than payments  required or allowed by applicable law
of the United States,  neither the Company nor its Subsidiaries has, nor, to the
knowledge of the Company,  has any officer,  director or employee of the Company
or its  Subsidiaries  or any other person acting on behalf of the Company or its
Subsidiaries,  for the benefit of the Company or such  Subsidiaries  at any time
during the last five years,  (i) made any unlawful gift or  contribution  to any
candidate for federal,  state,  local or foreign  political office, or failed to
disclose fully any such gift or  contribution  in violation of law, or (ii) made
any payment to any  federal,  state,  local or foreign  governmental  officer or
official,  which  would be  reasonably  likely to  subject  the  Company  or its
Subsidiaries  to any damage or penalty in any civil,  criminal  or  governmental
litigation  or proceeding  (domestic or foreign).  Each of the Company's and the
Subsidiaries'  internal  accounting controls are sufficient to cause the Company
and its  Subsidiaries to comply with the Foreign Corrupt  Practices Act of 1977,
as amended.

                  (aa)  The  minute  books  of  each  of  the  Company  and  the
Subsidiaries  have been made  available  to the  Initial  Purchasers,  contain a
complete  summary of all meetings and actions of the directors and  stockholders
of each of the Company and the  Subsidiaries  since the time of their respective
incorporation  and  reflect  all  transactions   referred  to  in  such  minutes
accurately in all respects.

                  (bb)  Neither  the  Company  nor  its  Subsidiaries  has  been
notified  or is  otherwise  aware  that  it is  potentially  liable,  under  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended,  or any  similar  law  ("Environmental  Laws").  The  Company  and  the
Subsidiaries  are  in  substantial   compliance  with  all  applicable  existing
Environmental Laws, except for such instances of non-compliance  which would not
have a Material  Adverse  Effect.  The term  "Hazardous  Material" means (i) any
"hazardous  substance" as defined by the Comprehensive  Environmental  Response,
Compensation and Liability Act of 1980, as amended,  (ii) any "hazardous  waste"
as defined by the Resource Conservation and Recovery Act, as amended,  (iii) any
petroleum or petroleum product,  (iv) any  polychlorinated  biphenyl and (v) any
pollutant or contaminant or hazardous,  dangerous or toxic  chemical,  material,
waste  or  substance  regulation  under  or  within  the  meaning  of any  other
Environmental Law. To the best of the Company's knowledge, no disposal,  release
or discharge of "Hazardous Material" has occurred on, in, at or about any of the
facilities or properties of the Company or its Subsidiaries.

                  (cc)  Neither the Company nor any  affiliate  (as such term is
defined in Rule 501(b) under the Securities Act) of the Company has, directly or
through any agent, sold, offered for sale,  solicited offers to buy or otherwise
negotiated in respect of, any  "security"  (as defined in the  Securities  Act),
which is or could  reasonably be expected to be integrated  with the sale of the
Notes in a manner  that would  require the  registration  of the Notes under the
Securities Act. The Company and the Subsidiaries have not incurred any liability
for a fee,  commission,  or other compensation on account of the employment of a
broker  or finder  in  connection  with the  transactions  contemplated  by this
Agreement other than as contemplated hereby.

                  (dd)  None of the  Company,  any  affiliate  (as such  term is
defined in Rule 501 (b) under the  Securities  Act) of the  Company or any other
person  acting  on its or their  behalf  has  engaged,  in  connection  with the
offering  of  the  Notes,  in  any  form  of  general  solicitation  or  general
advertising within the meaning of Rule 502(c) under the Securities Act.

                  (ee) None of the Company,  its affiliates or any person acting
on its or their  behalf  (other  than  the  Initial  Purchasers,  as to whom the
Company  makes no  representation)  has engaged or will  engage in any  directed
selling efforts, and each of the Company, its affiliates or any person acting on
its or their behalf (other than the Initial  Purchasers,  as to whom the Company
makes no  representation)  has  complied  and  will  comply  with  the  offering
restrictions requirements of Regulation S. Terms used in this paragraph have the
meanings given to them in Regulation S.

         Section 2.        Sale to the Initial Purchasers.

                  (a)  On  the  basis  of the  representations,  warranties  and
agreements  contained herein,  and subject to the terms and conditions set forth
herein,  the  Company  agrees  to  issue  and  sell to each  Initial  Purchaser,
severally  and not  jointly,  and  each  Initial  Purchaser,  severally  and not
jointly, agrees to purchase from the Company, the Firm Notes at a purchase price
and the aggregate  principal amount as set forth in Schedule A opposite the name
of such Initial Purchaser.

                  (b)  In  addition,   on  the  basis  of  the  representations,
warranties  and  agreements  contained  herein,  and  subject  to the  terms and
conditions set forth herein,  the Company hereby grants an option to the Initial
Purchasers to purchase any or all of the Option Notes at a price equal to 97% of
the principal  amount thereof plus accrued interest from the Closing Date to the
applicable  Option  Closing Date.  Such option will expire thirty days after the
date hereof, and may be exercised in whole or in part from time to time only for
the purpose of covering  overallotments which may be made in connection with the
offering  and  distribution  of the  Firm  Notes  upon  notice  by  the  Initial
Purchasers to the Company setting forth the aggregate principal amount of Option
Notes as to which the Initial  Purchasers are then exercising the option and the
time  and date of  delivery  and  payment  therefor.  Any such  time and date of
delivery  and payment (an "Option  Closing  Date")  shall be  determined  by the
Initial  Purchasers,  but shall not be later than five full  business days after
the  exercise  of such  option  unless  otherwise  agreed by the Company and the
Initial  Purchasers.  If the option is  exercised  as to all or a portion of the
Option Notes, the Initial  Purchasers,  acting severally and not jointly,  shall
purchase that proportion of the total  principal  amount of Firm Notes set forth
in Schedule A opposite  the name of such  Initial  Purchaser  bears to the total
principal amount of Firm Notes.

                  (c) The Initial Purchasers have advised the Company that it is
their intention,  as promptly as they deem  appropriate  after the Company shall
have furnished the Initial Purchasers with copies of the Offering Memorandum, to
resell the Notes  pursuant to the procedures and upon the terms set forth in the
Offering Memorandum,  including not to solicit any offer to buy or offer to sell
the Notes by means of any form of general  solicitation  or general  advertising
(within the meaning of Regulation D under the  Securities  Act) or in any manner
involving a public offering within the meaning of Section 4(2) of the Securities
Act. Each of the Initial  Purchasers  warrant and agree with the Company that it
has  solicited  and will solicit  offers (the "Exempt  Resales")  for Notes only
from,  and will offer Notes only to, (i) persons that it reasonably  believes to
be  "Qualified  Institutional  Buyers" or "QIBs" in  transactions  that meet the
requirements  for  an  exemption  from  the  registration  requirements  of  the
Securities Act under Rule 144A, (ii) persons who are "accredited  investors" (as
defined  in Rule  501(a)(1),  (2),  (3) or (7)  under the  Securities  Act) that
execute and deliver a letter containing certain  representations  and agreements
in the form  attached as Annex A of the Offering  Memorandum,  and (iii) persons
who are not U.S. Persons within the meaning of Regulation S under the Securities
Act. Such persons are referred to herein as "Eligible  Purchasers."  Each of the
Initial Purchasers  represents and warrants,  severally and not jointly, that it
is an  Institutional  Accredited  Investor with such knowledge and experience in
financial and business matters as are necessary to evaluate the merits and risks
of an  investment  in the Notes,  and is acquiring its interest in the Notes not
with a view to the distribution or resale thereof,  except resales in compliance
with the registration requirements or exemption provisions of the Securities Act
and that neither it, nor anyone acting on its behalf, will offer the Notes so as
to bring the issuance and sale of the Notes within the  provisions  of Section 5
of the Securities  Act. Each of the Initial  Purchasers  further  represents and
warrants,  severally  and not jointly,  that it is not a pension or welfare plan
(as defined in Section 3 of ERISA) and is not acquiring the Notes on behalf of a
pension or welfare plan.  The Company  acknowledges  and agrees that the Initial
Purchasers  may sell Notes to any  affiliate of the Initial  Purchasers  and any
such  affiliate may sell Notes  purchased by it to the Initial  Purchasers.  The
Initial Purchasers agree that, prior to or simultaneously  with the confirmation
of sale by it to any Subsequent Purchaser of any of the Notes purchased from the
Company pursuant hereto, the Initial Purchasers shall furnish to that Subsequent
Purchaser  a copy of the  Offering  Memorandum  (and any  amendment  thereof  or
supplement  thereto  that  the  Company  shall  have  furnished  to the  Initial
Purchasers  prior to the date of such  confirmation of sale). In addition to the
foregoing, the Initial Purchasers agree and understand that the Company and, for
purposes of the opinions to be delivered to the Initial  Purchasers  pursuant to
Sections  5(b)  and  (c)  hereof,  counsel  to the  Company  and to the  Initial
Purchasers,  respectively, may rely upon the accuracy and truth of the foregoing
representations,  warranties  and  covenants in this Section 2(c) and in Section
2(d) hereof, and the Initial Purchasers hereby consent to such reliance.

                  (d) Each Initial Purchaser,  severally and not jointly, hereby
represents  and warrants  to, and agrees  with,  the Company that (i) no form of
general  solicitation or general advertising (within the meaning of Regulation D
under the Securities Act) has been or will be used by the Initial  Purchasers or
any of their representatives in connection with the offer and sale of any of the
Notes, including, but not limited to, articles,  notices or other communications
published  in any  newspaper,  magazine,  or similar  medium or  broadcast  over
television or radio, or any seminar or meeting whose attendees have been invited
by  any  general  solicitation  or  general  advertising  except  pursuant  to a
registered public offering as provided in the Registration Rights Agreement; and
(ii) it will otherwise act in accordance with the terms and conditions set forth
in this  Agreement in connection  with the  placement of the Notes  contemplated
hereby.

         Section 3.  Delivery  of and Payment  for the Notes.  Delivery  of, and
payment  for,  the Firm Notes  shall be made at 9:00 a.m.,  Baltimore,  Maryland
time, on October 1, 1997, or at such other date or time, not later than ten full
business days thereafter,  as shall be agreed by the Initial  Purchasers and the
Company  (such date and time being  referred to herein as the  "Closing  Date").
Delivery  of, and payment for, the Firm Notes and the Option Notes shall be made
at the offices of BT Alex. Brown Incorporated,  Baltimore, Maryland, or any such
other place as shall be agreed by the Initial  Purchasers  and the  Company.  In
addition,  in the event that any or all of the Option Notes are purchased by the
Initial  Purchasers,  delivery of such Option  Notes and payment of the purchase
price for such Option Notes shall be made at the  above-mentioned  offices of BT
Alex.  Brown  Incorporated,  or any such  other  place as shall be agreed by the
Initial Purchasers and the Company, on each date of delivery as specified in the
notice from the Initial Purchasers to the Company.  Payment shall be made to the
Company by wire  transfer of same day funds payable to the order of the Company,
against  delivery to the Initial  Purchasers of certificates for the Notes to be
purchased by them. On the Closing Date,  payment will be made against (i) to the
extent Notes are to be resold  outside the United States  pursuant to Regulation
S, delivery of a global Note, to a common  depository for Morgan  Guaranty Trust
Company of New York,  Brussels Office,  as operator of the Euroclear  System, or
Cedel  Bank,  societe  anonyme,  for credit to the  respective  accounts  of the
Initial  Purchasers  or to such other  accounts  as the Initial  Purchasers  may
direct,  and (ii) to the  extent  Notes are to be resold  in the  United  States
pursuant to Rule 144A under the Securities Act, delivery of a single global Note
in registered  form to be deposited with, or on behalf of, DTC and registered in
the name of Cede & Co., as nominee of DTC, in such  denominations and registered
in such names, or otherwise, as the Initial Purchasers shall have requested. The
Company shall make the  certificates for the Notes available for examination and
packaging by the Initial Purchasers not later than 10:00 a.m. (New York time) on
the last business day prior to the Closing Date, or Option  Closing Date, as the
case may be, at the offices of the Trustee or its agent in New York City.

         Section 4.        Covenants and Agreements of the Company.  The Company
covenants  and agrees with the Initial Purchasers as follows:

                  (a)  The  Company  will   furnish   promptly  to  the  Initial
Purchasers  and counsel  for the Initial  Purchasers,  without  charge,  as many
copies of the Preliminary  Offering  Memorandum and the Offering Memorandum (and
of any amendments or supplements thereto) as may be reasonably  requested;  will
furnish to the Initial  Purchasers on the date hereof a copy of the  independent
accountants'   report  included  in  the  Offering   Memorandum  signed  by  the
accountants rendering such report; and the Company hereby consents to the use of
the  Preliminary  Offering  Memorandum  and  the  Offering  Memorandum,  and any
amendments and  supplements  thereto,  in connection  with Exempt Resales of the
Notes.

                  (b) The  Company  will  notify  BT  Alex.  Brown  Incorporated
promptly,  and confirm  such  advice in  writing,  of (x) any filing made by the
Company of information relating to the offering of the Notes with any securities
exchange  or any  other  regulatory  body  in the  United  States  or any  other
jurisdiction,  and (y) prior to the  completion of the placement of the Notes by
the Initial  Purchasers  as  evidenced  by a notice in writing  from the Initial
Purchasers  to  the  Company,  any  material  adverse  changes  or  developments
involving  any  material  prospective  change  in the  condition,  financial  or
otherwise, results of operations or business of the Company or its Subsidiaries,
taken as a whole,  that (i) make any  statement  of a material  fact made in the
Offering  Memorandum  false or misleading in any material respect or (ii) if not
disclosed  in the Offering  Memorandum,  would  constitute  a material  omission
therefrom.  In such  event or if during  such time any  event  shall  occur as a
result of which it is necessary,  in the reasonable opinion of the Company,  its
counsel, the Initial Purchasers or counsel for the Initial Purchasers,  to amend
or supplement the Offering  Memorandum in order that the Offering Memorandum not
include any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of
the circumstances then existing,  the Company will forthwith amend or supplement
the Offering Memorandum by preparing and furnishing to each Initial Purchaser an
amendment or  amendments  of, or a supplement  or  supplements  to, the Offering
Memorandum  (in form and substance  satisfactory  in the  reasonable  opinion of
counsel for the Initial Purchasers) so that, as so amended or supplemented,  the
Offering  Memorandum will not include an untrue  statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the  circumstances  existing  at the time it is  delivered  to a
Subsequent Purchaser, not misleading.

                  (c) The Company  agrees that if the  delivery of the  Offering
Memorandum is required at any time in connection  with the sale of the Notes and
if at such time any events shall have occurred as a result of which the Offering
Memorandum as then amended or supplemented  would include an untrue statement of
a material  fact or omit to state any material  fact  necessary in order to make
the statements  therein, in the light of the circumstances under which they were
made when the Offering  Memorandum is delivered,  not misleading,  or if for any
other  reason  it shall be  necessary  at such time to amend or  supplement  the
Offering  Memorandum in order to comply with any law, the Company will notify BT
Alex.  Brown  Incorporated  immediately  thereof,  and to  promptly  prepare and
furnish to the Initial Purchasers an amended Offering Memorandum or a supplement
to the Offering Memorandum so that statements in the Offering Memorandum,  as so
amended or  supplemented,  will not, in light of the  circumstances  under which
they were made when it is so delivered,  be misleading,  or so that the Offering
Memorandum will comply with applicable law. The Initial Purchasers'  delivery of
any such  amendment or  supplement  shall not  constitute a waiver of any of the
conditions set forth in Section 5 hereof.

                  (d) The Company agrees to not amend or supplement the Offering
Memorandum  without the consent of the Initial  Purchasers,  which consent shall
not be unreasonably withheld, and to promptly advise the Initial Purchasers when
any  document  filed  under  the  Exchange  Act which is  incorporated  into the
Offering Memorandum shall have been filed with the Commission.

                  (e) The Company agrees,  during the five-year period following
the Closing  Date,  to furnish to the Initial  Purchasers  all reports and other
communications  furnished to stockholders and copies of all reports,  documents,
information and financial  statements  filed with the Commission or any national
securities  exchange on which any class of  securities  of the Company  shall be
listed.

                  (f) The  Company  will use the  proceeds  from the sale of the
Notes in the manner described in the Offering Memorandum.

                  (g) The Company will,  in connection  with the offering of the
Notes, make its officers,  employees,  independent accountants and legal counsel
reasonably available upon request by the Initial Purchasers.

                  (h) The Company will use its reasonable best efforts to do and
perform all things  required to be done and performed under this Agreement by it
that are  within  its  control  prior to or after  the  Closing  Date and to use
reasonable  efforts  to  satisfy  all  conditions  precedent  on its part to the
delivery of the Notes.

                  (i) None of the Company,  its  affiliates  (as defined in Rule
501(b) under the 1933 Act) or any person (other than the Initial  Purchasers and
their  respective  affiliates,  as to whom the Company makes no  representation)
acting on its behalf will engage,  in connection with the offering of the Notes,
in any form of general solicitation or general advertising within the meaning of
Rule  502(c)  under the 1933  Act,  nor will any  person  acting on its or their
behalf, directly or indirectly, make offers or sales of any security, or solicit
offers  to  buy  any  security,  under  circumstances  that  would  require  the
registration  of the Notes under the Securities Act. The Company will not permit
any of its  affiliates  to resell  any Notes that have been  acquired  by any of
them.

                  (j) None of the Company,  its  affiliates or any person acting
on its or their  behalf  (other  than  the  Initial  Purchasers,  as to whom the
Company makes no  representation)  will engage in any directed  selling efforts,
and each of the Company and its affiliates and any person acting on its or their
behalf  (other than the  Initial  Purchasers,  as to whom the  Company  makes no
representation)  will  comply with the  offering  restrictions  requirements  of
Regulation  S.  Terms used in this  paragraph  have the  meanings  given them by
Regulation S.

                  (k)  The   Company   will  not,  so  long  as  the  Notes  are
outstanding,  be or become,  or be or become  owned by, an  open-end  investment
company, unit investment trust or face-amount  certificate company that is or is
required to be  registered  under Section 8 of the  Investment  Company Act, and
will not be or become, or be or become owned by, a closed-end investment company
required to be registered, but not registered thereunder.

                  (l) The Company will cooperate with the Initial Purchasers and
counsel for the Initial Purchasers to qualify the Notes and the shares of Common
Stock  issuable  upon  conversion  of the Notes for  offering and sale under the
applicable  securities laws of such states and other jurisdictions  (domestic or
foreign) as the Initial  Purchasers  may reasonably  designate,  and to maintain
such qualifications in effect for as long as is required to complete the sale of
the Notes and the sale of the shares of Common Stock issuable upon conversion of
the Notes; provided, however, that in connection therewith the Company shall not
be required to qualify as a foreign  corporation or to file a general consent to
service of process or to subject it to taxation in any jurisdiction  where it is
not so qualified or so subject.  In each jurisdiction in which the Notes or such
shares  of Common  Stock  issuable  upon  conversion  of the Notes  have been so
qualified,  the Company will file such statements and reports as may be required
in connection with the distribution of the Notes.

                  (m) The Company  agrees that no future  offer and sale of debt
securities  of the  Company  of any  class  will be made if,  as a result of the
doctrine of "integration" referred to in Rule 502 under the Securities Act, such
offer and sale  would  render  invalid  (for the  purpose of (i) the sale of the
Notes by the Company to the Initial Purchasers,  (ii) the resale of the Notes by
the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Notes
by such  Subsequent  Purchasers to others) the exemption  from the  registration
requirements  of the  Securities Act provided by Section 4(2) thereof or by Rule
144A.

                  (n) So long as any of the Notes or Common  Stock  issued  upon
the conversion of the Notes are  "restricted  securities"  within the meaning of
Rule 144(a)(3) under the Securities Act, the Company will,  during any period in
which it is not subject to and in  compliance  with  Sections 13 or 15(d) of the
Exchange Act,  provide to each holder of such restricted  securities and to each
prospective  purchaser  (as  designated  by  such  holder)  of  such  restricted
securities,  upon the  request  of such  holder or  prospective  purchaser,  any
information required to be provided by Rule 144A(d)(4) under the Securities Act.
This covenant is intended to be for the benefit of the holders (and  prospective
purchasers  designated  by such  holders)  from time to time of such  restricted
securities.

                  (o) The Company will use its reasonable best efforts to comply
with the  Registration  Rights  Agreement  and all  agreements  set forth in any
representation  letters of the Company to DTC  relating  to the  approval of the
Notes for "book- entry" transfers;

                  (p)  The  Company  will  not  take  any  action  prior  to the
execution and delivery of the Indenture which, if taken after such execution and
delivery, would have violated any of the covenants contained in the Indenture.

                  (q) The Company  will not take any action prior to the Closing
Date which in the  Company's  reasonable  judgment  would  require the  Offering
Memorandum to be amended or supplemented pursuant to Section 4(c) hereof.

                  (r) The  Company  will  maintain  a  transfer  agent  and,  if
necessary under the laws of the jurisdiction of incorporation of the Company,  a
registrar  (which may be the same entity as the  transfer  agent) for the Common
Stock.

                  (s) The Company will use its reasonable  efforts to permit the
Notes to be  designated as PORTAL  securities  in accordance  with the rules and
regulations  adopted by the National  Association  of Securities  Dealers,  Inc.
relating to the PORTAL market.

                  (t) The Company will cooperate with the Initial Purchasers and
use its reasonable efforts to permit the Shares to be eligible for clearance and
settlement through DTC.

         Section 5.        Payment of Expenses.

                  The Company  hereby agrees to pay all of the expenses and fees
incident  to the  performance  of its  obligations  under  this  Agreement,  the
Indenture  and the  Registration  Rights  Agreement,  including,  regardless  of
whether any sale of the Notes to the Initial Purchasers is consummated:  (i) the
fees and expenses of accountants and counsel for the Company; (ii) all costs and
expenses  incurred in connection  with the  preparation,  duplication,  printing
(including mailing and handling charges), and delivery to the Initial Purchasers
of each  Preliminary  Offering  Memorandum  and the Offering  Memorandum and any
amendments and  supplements  thereto;  (iii) all costs and expenses  incurred in
connection  with the  reproduction of this Agreement,  the  Registration  Rights
Agreement,  the  Indenture  and  such  other  documents  as may be  required  in
connection with the offering, purchase, sale and delivery of the Notes; (iv) the
printing,  issuance and delivery of the Notes; (v) costs and expenses of travel,
food and  lodging of  Company  personnel  in  connection  with the "road  show,"
information  meetings and presentations;  (vi) fees and expenses of the transfer
agent and  registrar;  (vii) fees and  expenses of the  Trustee,  including  the
Trustee's  counsel,  in connection with the Indenture and the Notes;  (viii) the
qualification  of the  Notes  and the  shares  of  Common  Stock  issuable  upon
conversion  of the Notes  under state  securities  laws in  accordance  with the
provisions of Section 4(l), including filing fees and the fees and disbursements
of counsel for the Initial Purchasers; (ix) any fees incurred in connection with
the designation of the Notes as PORTAL  securities in connection with the PORTAL
market and designation of the Underlying Stock for quotation on the Nasdaq Stock
Market (National  Market);  and (x) all other costs and expenses incident to the
performance of its obligations  hereunder which are not  specifically  otherwise
provided for in this  Section.  The  Underwriters  shall pay their own costs and
expenses,  including costs and expenses of their counsel,  any transfer taxes on
Notes which they may sell and expenses incident to their sale of Notes.

         Section 6.  Conditions  of the  Initial  Purchasers'  Obligations.  The
obligations  of the Initial  Purchasers  hereunder are subject to the continuing
accuracy of the  representations  and warranties of the Company herein as of the
date hereof and as of the Closing Date and each Option  Closing Date, if any, as
if they had been made on and as of the Closing Date or each Option Closing Date,
as the case may be; and the  performance by the Company on and as of the Closing
Date and each Option  Closing Date,  if any, of its  covenants  and  obligations
hereunder and to the following further conditions:

                  (a) The Initial  Purchasers shall not have advised the Company
that the Offering Memorandum,  or any supplement or amendment thereto,  contains
an untrue statement of fact which is material, or omits to state a fact which is
material  and is  required  to be stated  therein  or is  necessary  to make the
statements,  in light of the  circumstances  under  which  they were  made,  not
misleading.  No order suspending the sale of the Notes in any jurisdiction shall
have been issued on either the Closing Date or the relevant Option Closing Date,
if any, and no proceedings  for that purpose shall have been instituted or shall
be contemplated.

                  (b) At Closing Date,  and the Option Closing Date, if any, the
Initial  Purchasers shall have received the favorable opinion of Rogers & Hardin
LLP,  counsel to the Company,  dated the Closing Date,  addressed to the Initial
Purchasers and in form and substance reasonably  satisfactory to Morris, Manning
& Martin, L.L.P., counsel to the Initial Purchasers, to the effect that:

                           (i)   The Company is a corporation  validly  existing
and in good standing under the laws of the State of Delaware. Each Subsidiary is
a corporation  duly  organized  validly  existing and in good standing under the
laws of the state of its incorporation.

                           (ii)  Each of the  Company  and the  Subsidiaries has
the full corporate  power and corporate  authority to own, lease and operate its
business as described in the  Offering  Memorandum;  and each of the Company and
the  Subsidiaries is duly qualified to do business as a foreign  corporation and
is in good  standing in all  jurisdictions  in the United  States in which it is
required to be  qualified  and in which the  failure so to qualify  taken in the
aggregate  would have a material  adverse effect on the business,  operations or
financial condition of the Company.

                           (iii) The outstanding  shares of capital stock of the
Company and the Subsidiaries
have  been  duly and  validly  authorized  and  issued  and are  fully  paid and
non-assessable and free of preemptive rights.

                           (iv)  The  shares  of  Common  Stock   issuable  upon
conversion of the Notes (i) have been
duly authorized and validly reserved for issuance upon such conversion, and such
shares,  when issued and delivered upon such  conversion in the manner  provided
for by the Notes and in the Indenture,  will be validly  issued,  fully paid and
non-assessable;  and (ii) will conform to the description  thereof  contained in
the Offering Memorandum.

                           (v)      The  issuance  of the  Notes  and the shares
of Common  Stock  issuable  upon  conversion  of the Notes  are not  subject  to
preemptive or other similar rights that have not been waived.

                           (vi)     There is no  restriction  upon the voting or
transfer of any securities of the Company pursuant to the Company's  Certificate
of  Incorporation  or by-laws,  in each case as amended,  or in any agreement or
other  instrument of which such counsel has knowledge except as described in the
Offering Memorandum; and, to the best of such counsel's knowledge, no holders of
securities  of the Company  have rights to the  registration  thereof  except as
described in (i) the Registration Rights Agreement, dated March 27, 1997, by and
among the Company and Thomas R. Canham,  Brian A.  Schuchman  and John T. Simon,
and (ii) the Registration Rights Agreement,  dated August 25, 1997, by and among
the Company and Largo Holdings,  Ltd., Joseph W. Forbes,  Jr., James E. Bennett,
Moore Family Holdings,  Ltd., Paul G. Blaser,  Drew H. Davis,  Lewis L. Roberts,
Jr. and Robert E. Schwartz.

                           (vii)  This   Agreement,   the   Indenture   and  the
Registration Rights Agreement have been
duly  authorized by all necessary  corporate  action on the part of the Company,
and have been duly executed and delivered by the Company.

                           (viii)   Assuming  the  accuracy  of  the   Company's
representations and warranties set
forth in subparagraph (y) of Section 1, the accuracy of the Initial  Purchasers'
representations  and warranties set forth in subparagraph  (d) of Section 2, and
compliance  with the procedures  set forth in Section 7 hereof,  and in reliance
upon the  acknowledgments,  representations and agreements made, or deemed to be
made, by each purchaser of Notes as set forth in the Offering Memorandum,  it is
not  necessary in connection  with the offer,  sale and delivery of the Notes to
the Initial Purchasers or the initial offer, resale and delivery of the Notes by
the  Initial  Purchasers,  in  each  case  in the  manner  contemplated  by this
Agreement  and  the  Offering  Memorandum,  to  register  the  Notes  under  the
Securities  Act or to  qualify  the  Indenture  under  the  1939  Act,  it being
understood that no opinion is expressed as to any subsequent  resale of any such
Note.

                           (ix) The Notes,  the Common Stock  issuable  upon the
conversion of the Notes, the
Registration Rights Agreement and the Indenture conform in all material respects
to the description thereof contained in the Offering Memorandum, and the form of
certificate  used to evidence  the Common  Stock is in due and proper form under
Delaware law.

                           (x)      To the best of such counsel's knowledge, and
except as  disclosed  in the Offering  Memorandum,  there is no action,  suit or
proceeding at law or in equity or by or before any governmental  instrumentality
or other agency now pending or threatened against or affecting the Company which
would require disclosure in the Offering Memorandum.

                           (xi) The statements in the Offering  Memorandum under
the captions "Certain Federal
Income Tax Considerations," "Risk  Factors-Subordination," "Risk Factors-Absence
of Public  Market for the Notes;  Restrictions  on  Transferability,"  and "Risk
Factors-Limitations on Repurchase of Notes Upon Change in Control" to the extent
that they constitute a summary of the legal matters,  documents,  or proceedings
referred to therein,  fairly present the information  called for with respect to
such legal  matters,  documents and  proceedings.  To the best of such counsel's
knowledge,  there  are no  statutes  or  regulations  that  are  required  to be
described in the Offering Memorandum that are not described as required.

                           (xii) To the best of such counsel's knowledge,  there
are no material franchises,
contracts,  indentures,  mortgages, loan or credit agreements,  notes, leases or
other  instruments  required to be  described  or  referred  to in the  Offering
Memorandum, other than those described or referred to therein.

                           (xiii) To the best of such  counsel's  knowledge,  no
authorization, consent, approval
of or  qualification  with,  any  governmental  authority  is  required  for the
performance by the Company of its obligations  under this Agreement,  the Notes,
the  Indenture  or the  Registration  Rights  Agreement,  except  such as may be
required under state or other blue sky laws in connection  with the purchase and
distribution of the Notes (on which such counsel need not express an opinion) by
the Initial Purchasers.

                           (xiv) The Notes are in the form  contemplated  by the
Indenture, have been duly
authorized  by the Company and,  assuming that the Notes have been duly executed
and  authenticated  by the Trustee in the manner  described  in its  certificate
delivered  to you  today  (which  fact such  counsel  need not  determine  by an
inspection  of  the  Notes),   the  Notes  will  constitute  valid  and  binding
obligations of the Company,  enforceable  against the Company in accordance with
their terms,  except as the  enforcement  thereof may be limited by  bankruptcy,
insolvency  (including,  without  limitation,  all laws  relating to  fraudulent
transfers), reorganization,  moratorium or similar laws affecting enforcement of
creditors'  rights  generally  and except as  enforcement  thereof is subject to
general principals of equity (regardless of whether enforcement is considered in
a proceeding in equity or at laws),  and will be entitled to the benefits of the
Indenture.

                           (xv)     Assuming the  due  authorization,  execution
and delivery thereof by the Initial Purchasers, this Agreement is a legal, valid
and  binding  obligation  of the  Company  enforceable  against  the  Company in
accordance with its terms,  except (a) as the enforcement thereof may be limited
by bankruptcy,  insolvency (including,  without limitation, all laws relating to
fraudulent  transfers),  reorganizations,  moratorium or similar laws  affecting
enforcement of creditors' rights generally and except as enforcement  thereof is
subject to general  principles of equity  (regardless of whether  enforcement is
considered in a proceeding in equity or at laws) and (b) rights to indemnity and
contribution  thereunder may be limited by federal or state  securities  laws or
the policies underlying such laws.

                           (xvi) Assuming the due  authorization,  execution and
delivery thereof by the Initial
Purchasers,  the  Registration  Rights  Agreement is a legal,  valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms,  except (a) as the  enforcement  thereof  may be  limited by  bankruptcy,
insolvency  (including,  without  limitation,  all laws  relating to  fraudulent
transfers), reorganizations, moratorium or similar laws affecting enforcement of
creditors'  rights  generally  and except as  enforcement  thereof is subject to
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at laws) and (b) rights to indemnity and  contribution
thereunder  may be limited by federal or state  securities  laws or the policies
underlying such laws.

                           (xvii) Assuming the due authorization,  execution and
delivery thereof by the Trustee,
the  Indenture  is  a  legal,  valid  and  binding  obligation  of  the  Company
enforceable  against the  Company in  accordance  with its terms,  except to the
extent that the  enforcement  thereof may be limited by  bankruptcy,  insolvency
(including,  without  limitation,  all laws relating to  fraudulent  transfers),
reorganizations,  moratorium or similar laws affecting enforcement of creditors'
rights  generally  and  except as  enforcement  thereof  is  subject  to general
principles  of equity  (regardless  of whether  enforcement  is  considered in a
proceeding  in equity or at laws) and (b) rights to indemnity  and  contribution
thereunder  may be limited by federal or state  securities  laws or the policies
underlying such laws.

                           (xviii) The Company is not and will not become,  as a
result of the consummation of the
transactions contemplated by this Agreement, and application of the net proceeds
therefrom as described in the Offering Memorandum, an "investment company" or an
entity "controlled" by an "investment company," as such terms are defined in the
1940 Act.

         In rendering  such opinion,  such counsel may rely (i) as to matters of
law other than Georgia law, the  Delaware  General  Corporation  Law and federal
law,  upon the opinion or opinions of local  counsel to the extent  specified in
such opinion and (ii) as to matters of fact, to the extent they  reasonably deem
proper,  on certificates of public  officials and of officers of the Company and
its Subsidiaries as specified in such opinion.

                  (c) On or prior to the Closing  Date,  and the Option  Closing
Date, if any, the Initial Purchasers shall have received from Morris,  Manning &
Martin L.L.P., counsel for the Initial Purchasers, such opinion or opinions with
respect to the  validity  of the  Notes,  the  Underlying  Stock,  the  Offering
Memorandum and other related matters as the Initial Purchasers may request,  and
Morris,  Manning & Martin L.L.P. shall have received such papers and information
as they request to enable it to pass upon such matters.

                  (d)  Rogers & Hardin  LLP shall  state in the  opinion  letter
contemplated  by Section 6(b) that such counsel has  participated in conferences
with  officers  and  other  representatives  of  each  of the  Company  and  its
Subsidiaries and  representatives  of the independent public accountants for the
Company and its Subsidiaries and the Initial  Purchasers,  at which  conferences
the contents of the Offering Memorandum and related matters were discussed, and,
although   such  counsel  is  not  passing   upon,   and  does  not  assume  any
responsibility  for, the accuracy,  completeness  or fairness of the  statements
contained  in the  Offering  Memorandum  and have made no  independent  check or
verification  thereof, on the basis of the foregoing,  no facts have come to the
attention  of such  counsel  which has lead them to  believe  that the  Offering
Memorandum,  as of its date, contained an untrue statement of a material fact or
omitted to state a material fact  required to be stated  therein or necessary to
make the statements  therein not misleading,  in light of the  circumstances  in
which they were made, except that such counsel need express no opinion or belief
with  respect to the  financial  statements  and  related  notes,  the pro forma
financial  information  and other  financial,  statistical  or  accounting  data
included the Offering Memorandum or excluded therefrom.

                  (e) At the Closing Date and each Option  Closing Date, if any,
the Initial  Purchasers  shall have received a certificate of the Company signed
by the  principal  executive  officer  and  by  the  chief  financial  or  chief
accounting  officer  of the  Company,  in their  capacities  as such,  dated the
Closing Date, to the effect that each of such persons has carefully examined the
Offering Memorandum, this Agreement and the Indenture, and that:

                           (i)      the  representations  and  warranties of the
Company in this Agreement,  the Indenture and the Registration  Rights Agreement
are true and  correct,  as if made on and as of the Closing  Date or such Option
Closing  Date,  as the  case  may be,  and the  Company  has  complied  with all
agreements  and  covenants  and  satisfied  all  conditions  contained  in  this
Agreement, the Indenture and the Registration Rights Agreement on its part to be
performed or satisfied at or prior to the Closing Date;

                           (ii)     no stop order suspending  the  qualification
or exemption  from  qualification  of the Notes shall have been  issued,  and no
proceedings  for that purpose shall have been  commenced or, to the knowledge of
the Company, be contemplated;

                           (iii)  since  the date of the most  recent  financial
statements included in the
Offering Memorandum, there has been no material adverse change in the condition,
financial or otherwise,  results of operation or business of the Company and the
Subsidiaries, taken as a whole, except as set forth in the Offering Memorandum;

                           (iv)     none of the Offering  Memorandum or any such
amendment  or  supplement  includes any untrue  statement of a material  fact or
omits 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; and

                           (v)      subsequent   to the  respective  dates as of
which information is given in the Offering  Memorandum:  (a) neither the Company
nor its  Subsidiaries  has incurred up to and  including the Closing Date or the
Option  Closing Date,  as the case may be, other than in the ordinary  course of
its business,  any material  liabilities or  obligations,  direct or contingent,
except as disclosed in the Offering Memorandum;  (b) neither the Company nor its
Subsidiaries  has paid or declared any dividends or other  distributions  on its
capital stock; (c) neither the Company nor its Subsidiaries has entered into any
material  transactions  not  in the  ordinary  course  of  business,  except  as
disclosed in the Offering Memorandum; (d) there has not been any material change
in the capital stock; (e) neither the Company nor its Subsidiaries has sustained
any material  loss or damage to its property or assets,  whether or not insured;
and (f) there is no litigation which is pending or, to the best of the Company's
knowledge,  threatened  against the Company,  its Subsidiaries or any affiliated
party of any of the  foregoing  which would have a Material  Adverse  Effect and
which  is  required  to be set  forth in an  amended  or  supplemented  Offering
Memorandum which has not been set forth.

                  (f) On or before the date hereof the Initial  Purchasers shall
have received a letter, dated such date, addressed to the Initial Purchasers and
the Company in form and substance reasonably satisfactory in all respects to the
Initial  Purchasers and Morris,  Manning & Martin L.L.P.,  from Price Waterhouse
LLP containing  statements and  information of the type  ordinarily  included in
accountants'  "comfort  letters" to  underwriters  with respect to the financial
statements  and  certain  financial   information   contained  in  the  Offering
Memorandum, including the following:

                           (i)   confirming that they are independent  certified
public  accountants  with  respect  to the  Company  within  the  meaning of the
Securities Act and the Exchange Act and the applicable Rules and Regulations;

                           (ii)  stating  that  it is  their  opinion  that  the
consolidated financial statements of
the  Company  and  the  Subsidiaries  included  in the  Offering  Memorandum  or
incorporated  by reference  therein  comply as to form in all material  respects
with the applicable accounting requirements of the Securities Act; and

                           (iii) stating that they have compared specific dollar
amounts, numbers of shares,
percentages  of  revenues  and  earnings,   statements  and/or  other  financial
information  pertaining  to the  Company and the  Subsidiaries  set forth in the
Offering  Memorandum,  in each case to the extent  that such  amounts,  numbers,
percentages,  statements  and  information  may  be  derived  from  the  general
accounting   records,   including  work  sheets,   of  the  Company  and/or  the
Subsidiaries and excluding any questions  requiring an  interpretation  by legal
counsel,  with the results obtained from the application of specified  readings,
inquiries and other appropriate procedures (which procedures need not constitute
an examination in accordance  with generally  accepted  auditing  standards) set
forth in the letter and found them to be in agreement.

                  (g) At the Closing Date and each Option  Closing Date, if any,
the Initial  Purchasers  shall have received from Price Waterhouse LLP a letter,
dated as of the Closing Date or such Option Closing Date, as the case may be, to
the effect  that they  reaffirm  that  statements  made in the letter  furnished
pursuant to  subsection  (f) of this Section 6, except that the  specified  date
referred  to shall be a date not more  than five (5) days  prior to the  Closing
Date or such Option Closing Date, as the case may be, to the further effect that
they have carried out  procedures as specified in clause (iii) of subsection (f)
of this Section 6 with respect to certain  amounts,  percentages  and  financial
information  as specified by the Initial  Purchasers  and deemed to be a part of
the Offering  Memorandum and have found such amounts,  percentages and financial
information to be in agreement with the records specified in such clause (iii).

                  (h) At the Closing Date and each Option  Closing Date, if any,
Morris,  Manning & Martin L.L.P.  shall have been  furnished with such documents
and opinions as they may reasonably  require for the purpose of enabling them to
pass upon the issuance and sale of the Notes as herein  contemplated and related
proceedings,  or in order to evidence the accuracy of any of the representations
or warranties,  or the fulfillment of any of the conditions,  herein  contained;
and all  proceedings  taken by the Company in  connection  with the issuance and
sale of the Notes and with respect to the shares of Common Stock  issuable  upon
conversion of the Notes as herein contemplated shall be reasonably  satisfactory
in form and  substance to the Initial  Purchasers  and Morris,  Manning & Martin
L.L.P.

                  (i)  The  Notes  shall  have  been  approved  by the  National
Association of Securities Dealers, Inc. for trading in the PORTAL market.

                  (j) Trading in the Common Stock shall not have been  suspended
by the Nasdaq Stock Market (National Market) at any time on or after the date of
this Agreement.

                  (k) Subsequent to the execution and delivery of this Agreement
there shall not have  occurred any of the  following:  (i) trading in securities
generally on the New York Stock  Exchange,  the  American  Stock  Exchange,  the
Nasdaq Stock Market (National Market) or the over-the-counter  market shall have
been  suspended or limited,  or minimum  prices shall have been  established  on
either of such exchanges or such market by the  Commission,  by such exchange or
by any other regulatory body or governmental  authority having jurisdiction,  or
trading in securities of the Company on any exchange or in the over-the- counter
market shall have been suspended;  or (ii) any moratorium on commercial  banking
activities shall have been declared by Federal or New York State authorities; or
(iii) an outbreak or escalation of  hostilities  or a declaration  by the United
States of a  national  emergency  or war or such a  material  adverse  change in
general  economic,   political  or  financial   conditions  (or  the  effect  of
international  conditions on the financial markets in the United States shall be
such) as to make it, in the judgment of the Initial Purchasers, impracticable or
inadvisable  to proceed  with the  offering or the  delivery of the Notes on the
terms and in the manner contemplated in the Offering Memorandum.

                  (l) The Company and the Initial Purchasers shall have executed
and delivered the Registration Rights Agreement on the Closing Date.

                  (m) The Indenture  shall have been duly executed and delivered
by the Company and the Trustee,  and the Notes shall have been duly executed and
delivered by the Company and duly authenticated by the Trustee.

                  (n) If any event shall have occurred that requires the Company
under  Section 4(b) hereof to prepare an amendment or supplement to the Offering
Memorandum,  such amendment or supplement shall have been prepared,  the Initial
Purchasers  shall have been given a reasonable  opportunity to comment  thereon,
and copies thereof delivered to the Initial Purchasers.

                  (o) There shall not have  occurred  any  invalidation  of Rule
144A  under  the  Securities  Act by any  court or any  withdrawal  or  proposed
withdrawal of any rule or regulation  under the  Securities  Act or the Exchange
Act by the  Commission  or any  amendment or proposed  amendment  thereof by the
Commission  which in the  judgment of the Initial  Purchasers  would  materially
impair the ability of the Initial Purchasers to purchase, hold or effect resales
of the Notes as contemplated hereby.

         All opinions,  letters,  evidence and  certificates  mentioned above or
elsewhere  in this  Agreement  shall  be  deemed  to be in  compliance  with the
provisions hereof only if they are in form and substance reasonably satisfactory
to the Initial Purchasers.

         If any condition to the Initial Purchasers' obligations hereunder to be
fulfilled  prior to or at the Closing Date or the relevant  Option Closing Date,
as the case may be, is not so fulfilled,  the Initial  Purchasers  may terminate
this Agreement upon notice to the Company, and such termination shall be without
liability of any party to any other party or if the Initial Purchasers so elect,
they may waive any such  conditions  which have not been fulfilled or extend the
time for their fulfillment.

         Section 7.        Subsequent Offers and Resales of the Notes.

                  (a) Each of the  Initial  Purchasers  and the  Company  hereby
establishes  and agrees to observe the following  procedures in connection  with
the offer and sale by the Initial Purchasers of the Notes.

                           (i)      Offers  have  been and will be, and sales of
the Notes will be, made by the Initial  Purchasers  only to (i) persons  that it
reasonably  believes  to  be  "Qualified  Institutional  Buyers"  or  "QIBs"  in
transactions  that meet the  requirements for an exemption from the registration
requirements  of the  Securities  Act under  Rule  144A,  (ii)  persons  who are
"accredited investors" (as defined in Rule 501(a)(1),  (2), (3) or (7) under the
Securities   Act)  that  execute  and  deliver  a  letter   containing   certain
representations  and  agreements in the form attached as Annex A of the Offering
Memorandum,  and (iii)  persons who are not U.S.  Persons  within the meaning of
Regulation S under the Securities Act.

                           (ii) The Notes  have been and will be  offered by the
Initial Purchasers only by
approaching prospective Subsequent Purchasers on an individual basis. No general
solicitation or general  advertising within the meaning of Rule 502(c) under the
Securities Act will be used in connection  with the offering of the Notes.  Each
of the Initial  Purchasers  agrees with respect to resales made in reliance upon
Rule 144A,  other than through the PORTAL  Market of any of the Notes  purchased
from the Company  hereunder,  to deliver  either with the  confirmation  of such
resale or otherwise  prior to  settlement  of such resale a notice to the effect
that the resale of such Notes has been made in reliance upon the exemption  from
the registration requirements of the Securities Act provided by Rule 144A.

                           (iii) In connection with the original distribution of
the Notes, the Company agrees
that, prior to any offer or resale of the Notes by the Initial  Purchasers,  the
Initial  Purchasers  and their counsel  shall have the right to make  reasonable
inquiries  into the  business of the Company and its  Subsidiaries.  The Company
agrees to provide answers to each prospective  Subsequent Purchaser of Notes who
so requests  information  concerning  the Company and its  Subsidiaries  (to the
extent such  information  is available or can be acquired and made  available to
prospective  Subsequent Purchasers without unreasonable effort or expense and to
the extent the provision  thereof is not  prohibited by applicable  law) and the
terms and  conditions of the offering of the Notes,  as provided in the Offering
Memorandum.

                  (b) With respect to offers and sales outside the United States
in  reliance  on  Regulation  S, each  Initial  Purchaser  understands  that the
Securities have not been and will not be registered under the Securities Act and
have not and may not be offered or sold  within the United  States or to, or for
the account or benefit of, U.S.  persons except in accordance  with Regulation S
under the  Securities  Act or pursuant  to an  exemption  from the  registration
requirements of the Securities Act. Each Initial Purchaser represents and agrees
that,  except as  permitted  by this  Section  7(b) as set forth  below,  it has
offered  and sold  Notes  and will  offer  and sell  Notes  (i) as part of their
distribution  at any time and (ii) otherwise until forty days after the later of
the date upon which the offering of the Notes  commences  and the Closing  Time,
only in  accordance  with  Rule  903 of  Regulation  S or Rule  144A  under  the
Securities Act.  Accordingly,  neither the Initial Purchasers,  their affiliates
nor any  persons  acting on their  behalf  have  engaged  or will  engage in any
directed selling efforts with respect to the Notes, and the Initial  Purchasers,
their  affiliates  and any person  acting on their behalf have complied and will
comply with the offering restriction  requirements of Regulation S. Each Initial
Purchaser  agrees that,  at or prior to  confirmation  of a sale of Notes (other
than a sale  of  Notes  pursuant  to  Rule  144A),  it  will  have  sent to each
distributor,  dealer or person  receiving  a  selling  concession,  fee or other
remuneration  that  purchases  Notes from it or through it during the restricted
period a confirmation or notice to substantially the following effect:

                  "The securities  covered hereby have not been registered under
                  the  United  States  Securities  Act of 1933 (the  "Securities
                  Act") and may not be offered or sold within the United  States
                  or to or for the  account or benefit  of U.S.  persons  (i) as
                  part of their  distribution  at any  time  and (ii)  otherwise
                  until  forty  days  after the later of the date upon which the
                  offering of the securities  commenced and the date of closing,
                  except in either case in accordance  with Regulation S or Rule
                  144A  under the  Securities  Act.  Terms  used  above have the
                  meaning given to them by Regulation S."

Terms used in the above  paragraph have the meanings given to them by Regulation
S.

         Section 8.        Indemnification.

                  (a) The Company  agrees to indemnify  and hold  harmless  each
Initial  Purchaser (for purposes of this Section 8, "Initial  Purchasers"  shall
include the  officers,  directors,  partners,  employees  and  agents,  and each
person, if any, who controls the Initial Purchaser ("controlling person") within
the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange
Act,  from  and  against  any and  all  losses,  claims,  damages,  expenses  or
liabilities, joint or several (and actions, proceedings, suits and litigation in
respect  thereof),  whatsoever,  as the same are incurred,  to which the Initial
Purchaser  or  any  such  controlling  person  may  become  subject,  under  the
Securities  Act,  the  Exchange  Act or any other  statute  or at common  law or
otherwise insofar as such losses, claims, damages, expenses or liabilities arise
out of or are based upon (i) any untrue statement or alleged untrue statement of
a material  fact  contained  in the  Offering  Memorandum  (as from time to time
amended and supplemented) or (ii) the omission or alleged omission  therefrom of
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements therein in the light of the circumstances under which they were made,
not misleading;  provided,  however, that the Company shall not be liable in any
such case to the extent that any such loss, claim, damage,  expense or liability
arises out of or is based upon any untrue  statement or alleged untrue statement
or omission or alleged  omission  made in the  Offering  Memorandum  or any such
amendment  or  supplement  in  reliance  upon  and in  conformity  with  written
information  furnished  to the  Company by or  through  the  Initial  Purchasers
specifically for use in the preparation thereof; and provided, further, that the
foregoing  indemnity with respect to the Preliminary  Offering  Memorandum,  the
Offering  Memorandum or any  amendment or supplement  thereto shall not inure to
the benefit of any Initial  Purchaser (or any  controlling  person thereof) from
whom the person asserting any such loss,  claim,  damage or liability  purchased
Notes  which are the subject  thereof to the extent  that any such loss,  claim,
damage or liability (i) results from the fact that such Initial Purchaser failed
to send or give a copy of the Offering  Memorandum (as amended or  supplemented)
to such person at or prior to the confirmation of the sale of such Notes to such
person and (ii) arises out of or is based upon an untrue  statement  or omission
of a material fact  contained in the Offering  Memorandum  that was corrected in
any amendment or supplement thereto.  The parties acknowledge and agree that the
Initial  Purchaser's  Information  consists  solely of the last paragraph at the
bottom of the front  cover  page  concerning  the terms of the  offering  by the
Initial  Purchasers and the text under the caption "Plan of Distribution" in the
Offering  Memorandum.  The  indemnity  agreement  shall  be in  addition  to any
liability which the Initial Purchasers may have at common law or otherwise.

                  (b) Each  Initial  Purchaser  severally  and not jointly  will
indemnify  and hold  harmless the Company,  each of its  directors,  each of its
executive  officers,  each person,  if any, who controls the Company  within the
meaning  of  the  Securities  Act,  against  any  losses,   claims,  damages  or
liabilities to which the Company, or any such director,  officer, or controlling
person may become subject under the Securities Act or otherwise, insofar as such
losses,  claims,  damages or  liabilities  (or actions or proceedings in respect
thereof)  arise out of or are based  upon (i) any  untrue  statement  or alleged
untrue  statement of any material  fact  contained in the  Preliminary  Offering
Memorandum,  the Offering  Memorandum or any amendment or supplement thereto, or
(ii) the  omission or the  alleged  omission  to state  therein a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading  in the light of the  circumstances  under which they were made;  and
will reimburse any legal or other expenses  reasonably  incurred by the Company,
or any  such  director,  officer,  or  controlling  person  in  connection  with
investigating or defending any such loss, claim,  damage,  liability,  action or
proceeding;  provided,  however,  that each Initial  Purchaser will be liable in
each case to the extent,  but only to the extent,  that such untrue statement or
alleged  untrue  statement or omission or alleged  omission has been made in the
Preliminary  Offering  Memorandum,  the Offering Memorandum or such amendment or
supplement,  in  reliance  upon  and  in  conformity  with  written  information
furnished to the Company by or through the Initial  Purchasers  specifically for
use in the  preparation  thereof;  and provided,  further,  that the immediately
preceding proviso shall not be applicable if the person asserting any such loss,
claim,  damage or liability  purchased  Notes from such Initial  Purchaser and a
copy of the Offering  Memorandum (as then amended or supplemented if the Company
shall have  furnished  any  amendments or  supplements  thereto) was not sent or
given by or on behalf of such Initial  Purchaser to such person,  at or prior to
the written  confirmation  of the sale of the Notes to such  person,  and if the
Offering  Memorandum (as so amended or supplemented) would have cured the defect
giving rise to such loss, claim,  damage or liability.  The parties  acknowledge
and agree that the Initial Purchaser's  Information  consists solely of the last
paragraph  at the  bottom of the front  cover page  concerning  the terms of the
offering  by the  Initial  Purchasers  and the text under the  caption  "Plan of
Distribution" in the Offering  Memorandum.  This indemnity  agreement will be in
addition to any liability which such Initial Purchaser may otherwise have.

                  (c)  In  case  any  proceeding   (including  any  governmental
investigation)  shall be  instituted  involving  any  person in respect of which
indemnity  may  be  sought   pursuant  to  this  Section  8,  such  person  (the
"indemnified  party")  shall  promptly  notify  the  person  against  whom  such
indemnity   may  be  sought   (the   "indemnifying   party")  in   writing.   No
indemnification  provided  for in Section  8(a) or (b) shall be available to any
party who shall fail to give  notice as  provided  in this  Section  8(c) if the
party to whom notice was not given was unaware of the  proceeding  to which such
notice would have related and was  materially  prejudiced by the failure to give
such  notice,  but the  failure  to give  such  notice  shall  not  relieve  the
indemnifying  party or parties from any  liability  which it or they may have to
the  indemnified  party for  contribution  or  otherwise  than on account of the
provisions of Section 8(a) or (b). In case any such proceeding  shall be brought
against any indemnified party and it shall notify the indemnifying  party of the
commencement  thereof,  the indemnifying  party shall be entitled to participate
therein  and,  to the  extent  that  it  shall  wish,  jointly  with  any  other
indemnifying  party  similarly  notified,  to assume the defense  thereof,  with
counsel  satisfactory  to such  indemnified  party and shall pay as incurred the
fees and  disbursements of such counsel related to such proceeding.  In any such
proceeding, any indemnified party shall have the right to retain its own counsel
at its own expense.  Notwithstanding the foregoing, the indemnifying party shall
pay as incurred (or within 30 days of presentation) the fees and expenses of the
counsel  retained  by the  indemnified  party in the event (i) the  indemnifying
party and the  indemnified  party shall have mutually agreed to the retention of
such counsel or (ii) the named  parties to any such  proceeding  (including  any
impleaded parties) include both the indemnifying party and the indemnified party
and  representation  of both parties by the same counsel would be  inappropriate
due to  actual  or  potential  differing  interests  between  them or (iii)  the
indemnifying  party shall have  failed to assume the defense and employ  counsel
acceptable  to the  indemnified  party within a reasonable  period of time after
notice of  commencement of the action.  It is understood  that the  indemnifying
party shall not, in connection with any proceeding or related proceedings in the
same  jurisdiction,  be liable for the reasonable fees and expenses of more than
one  separate  firm  for all  such  indemnified  parties.  Such  firm  shall  be
designated  in  writing by you in the case of parties  indemnified  pursuant  to
Section 8(a) and by the Company in the case of parties  indemnified  pursuant to
Section 8(b). The  indemnifying  party shall not be liable for any settlement of
any  proceeding  effected  without its written  consent but if settled with such
consent or if there be a final  judgment  for the  plaintiff,  the  indemnifying
party agrees to  indemnify  the  indemnified  party from and against any loss or
liability  by  reason  of  such  settlement  or  judgment.   In  addition,   the
indemnifying   party  will  not,  without  the  prior  written  consent  of  the
indemnified party,  settle or compromise or consent to the entry of any judgment
in  any  pending  or   threatened   claim,   action  or   proceeding   of  which
indemnification may be sought hereunder (whether or not any indemnified party is
an actual or potential  party to such claim,  action or proceeding)  unless such
settlement,  compromise  or consent  includes an  unconditional  release of each
indemnified  party  from all  liability  arising  out of such  claim,  action or
proceeding.

                  (d) If the  indemnification  provided for in this Section 8 is
unavailable  to or  insufficient  to hold  harmless an  indemnified  party under
Section 8(a) or (b) in respect of any losses, claims, damages or liabilities (or
actions or  proceedings  in respect  thereof)  referred  to  therein,  then each
indemnifying  party  shall  contribute  to the  amount  paid or  payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions or proceedings in respect  thereof) in such proportion as is appropriate
to reflect the relative benefits received by the Company on the one hand and the
Initial Purchasers on the other from the offering of the Notes. If, however, the
allocation  provided by the immediately  preceding  sentence is not permitted by
applicable  law, then each  indemnifying  party shall  contribute to such amount
paid or payable by such  indemnified  party in such proportion as is appropriate
to reflect not only such  relative  benefits but also the relative  fault of the
Company on the one hand and the Initial  Purchasers  on the other in  connection
with the statements or omissions which resulted in such losses,  claims, damages
or liabilities,  (or actions or proceedings in respect thereof),  as well as any
other relevant equitable  considerations.  The relative benefits received by the
Company on the one hand and the Initial  Purchasers on the other shall be deemed
to be in the same proportion as the total net proceeds from the offering (before
deducting  expenses)  received  by the  Company  bear to the  total  commissions
received  by the  Initial  Purchasers,  in each case as set forth in the Plan of
Distribution  section of the Offering  Memorandum.  The relative  fault shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to  information  supplied by the Company on the one hand
or the  Initial  Purchasers  on the  other  and the  parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.

        The Company and the Initial  Purchasers  agree that it would not be just
and equitable if contributions  pursuant to this Section 8(d) were determined by
pro rata allocation  (even if the Initial  Purchasers were treated as one entity
for such  purpose)  or by any other  method of  allocation  which  does not take
account of the equitable  considerations referred to above in this Section 8(d).
The amount  paid or payable by an  indemnified  party as a result of the losses,
claims,  damages or liabilities  (or actions or proceedings in respect  thereof)
referred to above in this  Section  8(d) shall be deemed to include any legal or
other expenses  reasonably incurred by such indemnified party in connection with
investigating  or  defending  any such  action  or  claim.  Notwithstanding  the
provisions of this subsection (d), (i) no Initial Purchaser shall be required to
contribute  any  amount  in excess of the  commissions  applicable  to the Notes
purchased by such Initial  Purchaser,  and (ii) no person  guilty of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent  misrepresentation.  The  Initial  Purchasers'  obligations  in  this
Section  8(d) to  contribute  are  several  in  proportion  to their  respective
obligations as Initial Purchasers and not joint.

                  (e) In any  proceeding  relating to the  Preliminary  Offering
Memorandum, the Offering Memorandum or any supplement or amendment thereto, each
party  against  whom  contribution  may be sought  under  this  Section 8 hereby
consents to the jurisdiction of any court already having  jurisdiction  over the
Company.

                  (f) Any losses, claims,  damages,  liabilities or expenses for
which an indemnified party is entitled to  indemnification or contribution under
this Section 8 shall be paid by the indemnifying  party to the indemnified party
as such losses,  claims,  damages,  liabilities  or expenses are  incurred.  The
indemnity  and  contribution  agreements  contained  in this  Section  8 and the
representations  and warranties of the Company set forth in this Agreement shall
remain  operative  and  in  full  force  and  effect,   regardless  of  (i)  any
investigation  made by or on  behalf  of any  Initial  Purchaser  or any  person
controlling  any Initial  Purchaser,  the  Company,  its  directors or executive
officers or any persons  controlling  the Company,  (ii) acceptance of any Notes
and payment therefor hereunder,  and (iii) any termination of this Agreement.  A
successor to any Initial Purchaser,  to the Company,  its directors or executive
officers,  or any person  controlling  the  Company,  shall be  entitled  to the
benefits of the indemnity,  contribution and reimbursement  agreements contained
in this Section 8.

         Section 9.  Representations  and  Agreements to Survive  Delivery.  All
representations,  warranties  and  agreements  contained  in this  Agreement  or
contained in certificates of officers of the Company  submitted  pursuant hereto
shall be deemed to be representations,  warranties and agreements at the Closing
Date and each Option Closing Date, as the case may be, and the agreements of the
Company and the provisions with respect to the payment of expenses  contained in
Sections 5 and 10 and the respective indemnity agreements contained in Section 8
hereof shall remain  operative  and in full force and effect  regardless  of any
investigation made by or on behalf of the Initial Purchasers,  the Company,  its
Subsidiaries or any controlling  person,  and shall survive  termination of this
Agreement or the issuance and delivery of the Notes to the Initial Purchasers.

         Section 10.       Termination.

                  (a) Subject to subsection  (b) of this Section 10, the Initial
Purchasers  shall have the right to terminate this  Agreement,  by notice to the
Company,  at any time at or prior to the  Closing  Date (i) if any  domestic  or
international  event  or act or  occurrence  has  disrupted,  or in the  Initial
Purchasers'  opinion will in the immediate future disrupt the financial markets;
(ii)  if the  United  States  shall  have  become  involved  in a war  or  major
hostilities,  or there shall have been an escalation in an existing war or major
hostilities,  or a national  emergency  shall have been  declared  in the United
States;  (iii) if the Company or its  Subsidiaries  shall have  sustained a loss
material or  substantial  to the  Company or its  Subsidiaries  by fire,  flood,
accident, hurricane,  earthquake, theft, sabotage or other calamity or malicious
act  which,  whether  or not such loss shall  have been  insured,  will,  in the
Initial Purchasers' opinion, make it inadvisable to proceed with the delivery of
the Notes;  or (iv) if there shall have been such a material  adverse  change in
the general  market,  political or economic  conditions  in the United States or
elsewhere, as in the Initial Purchasers' judgment,  would make it inadvisable to
proceed with the offering, sale and/or delivery of the Notes.

                  (b) If this Agreement is terminated by the Initial  Purchasers
in accordance with the provisions of Section 10(a),  such  termination  shall be
without liability of any party to any other party provided that Sections 1 and 8
hereof shall survive such termination and remain in full force and effect.

         Section 11.  Default by the Company.  If the Company  shall fail at the
Closing Date or any Option Closing Date, as applicable,  to sell and deliver the
number of Notes which it is obligated to sell hereunder on such date,  then this
Agreement  shall  terminate (or, if such default shall occur with respect to any
Option Notes to be purchased on an Option Closing Date,  the Initial  Purchasers
may, at their  option,  by notice from the Initial  Purchasers  to the  Company,
terminate the Initial  Purchasers'  obligation to purchase Option Notes from the
Company on such date)  without any  liability on the part of any  non-defaulting
party  other than  pursuant to Section 5,  Section 8 and  Section 10 hereof.  No
action  taken  pursuant  to this  Section  11 shall  relieve  the  Company  from
liability, if any, in respect of such default.

         Section  12.  Default  by  Initial  Purchasers.  If one of the  Initial
Purchasers  shall fail at the  Closing  Date to  purchase  the Notes which it is
obligated to purchase  under this Agreement (the  "Defaulted  Securities"),  the
non-defaulting  Initial  Purchaser shall have the right, but not the obligation,
within 24 hours  thereafter,  to  purchase  all,  but not less than all,  of the
Defaulted  Securities  in such  amounts as may be agreed upon and upon the terms
herein set forth; if, however,  the  non-defaulting  Initial Purchaser shall not
have completed such arrangements within such 24-hour period, then this Agreement
shall  terminate  without  liability on the part of any  non-defaulting  Initial
Purchaser.

         No action pursuant to this Section shall relieve any defaulting Initial
Purchaser from liability in respect of its default.

         In the event of any such default which does not result in a termination
of this Agreement,  either the  non-defaulting  Initial Purchaser or the Company
shall have the right to  postpone  the Closing  Date for a period not  exceeding
seven  (7)  days in  order  to  effect  any  required  changes  in the  Offering
Memorandum or in any other documents or arrangements.  As used herein,  the term
"Initial  Purchaser"  includes any person  substituted for an Initial  Purchaser
under this Section 12.

         Section 13.       Notices.  All  notices  and communications hereunder,
except as herein otherwise specifically provided,  shall be given in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of  telecommunication.  Notices to the Initial Purchasers shall be directed
to them c/o BT Alex. Brown  Incorporated,  1 South Street,  Baltimore,  Maryland
21202,  Attention:  General  Counsel,  with a copy to Morris,  Manning & Martin,
L.L.P.,  Attention:  Grant W.  Collingsworth.  Notices to the  Company  shall be
directed  to the Company at 945 East Paces  Ferry  Road,  Suite  2240,  Atlanta,
Georgia  30326,  Attention:  Mr.  Steven A. Odom,  Chairman and Chief  Executive
Officer, with a copy to Rogers & Hardin LLP, Attention: Steven E. Fox, Esq.

         Section 14.  Parties.  This Agreement shall inure to the benefit of and
shall  be  binding  upon  the  Initial  Purchasers  and the  Company  and  their
respective  successors.  Nothing  expressed or  mentioned  in this  Agreement is
intended or shall be construed to give any person,  firm or  corporation,  other
than the  parties  hereto  and  their  respective  successors,  heirs  and legal
representatives, and the controlling persons and officers and directors referred
to in Sections 8 and 9 and their heirs and legal  representatives,  any legal or
equitable  right,  remedy or claim under or in respect of this  Agreement or any
provision  herein  contained.  This  Agreement and all conditions and provisions
hereof is  intended  to be for the sole and  exclusive  benefit  of the  Initial
Purchasers and the Company and their respective successors, and said controlling
persons and officers and  directors  and their heirs and legal  representatives,
and for the benefit of no other  person,  firm or  corporation.  No purchaser of
Notes from the Initial  Purchasers  shall be deemed to be a successor  by reason
merely of such purchase.

         Section 15.       Governing  Law  and  Time.  THIS  AGREEMENT  SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE  WITH THE LAWS OF THE STATE
OF MARYLAND. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME UNLESS OTHERWISE
SPECIFIED.

         Section 16. Entire Agreement;  Amendments.  This Agreement  constitutes
the entire  agreement of the parties  hereto and supersedes all prior written or
oral agreements,  understandings  and  negotiations  with respect to the subject
matter  hereof.  This Agreement may not be amended except in a writing signed by
the Initial Purchasers and the Company.

         If the  foregoing  is in  accordance  with  your  understanding  of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument,  along with all  counterparts,  will become a binding agreement
among the Initial Purchasers and the Company in accordance with its terms.

                                              Very truly yours,

                                              WORLD ACCESS, INC.

                                              By:     /s/ Steven A. Odom
                                                      -----------------------
                                              Name:   Steven A. Odom
                                              Title:  Chairman and Chief 
                                                      Executive Officer

Confirmed and accepted as of the date first above written.

BT ALEX. BROWN INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED

By:      BT ALEX. BROWN INCORPORATED

         By:      /s/ Alexander Daignault
                  Authorized Signatory
SCHEDULE A

Initial Purchasers                       Purchase Price        Principal Amount

BT Alex. Brown Incorporated              $48,500,000.00         $ 50,000,000.00

Prudential Securities Incorporated       $48,500,000.00         $ 50,000,000.00
                                         --------------         ---------------
         Total                           $97,000,000.00         $100,000,000.00
                                         ==============         ===============
Exhibit 10.2 
                                      

                          REGISTRATION RIGHTS AGREEMENT

         This  REGISTRATION  RIGHTS  AGREEMENT  (the  "Agreement")  is made  and
entered into as of October 1, 1997, by and among World Access,  Inc., a Delaware
corporation  (the  "Company"),   BT  Alex.  Brown  Incorporated  and  Prudential
Securities Incorporated (collectively, the "Initial Purchasers") pursuant to the
Purchase  Agreement  dated as of September 26, 1997 (the "Purchase  Agreement"),
between the Company and the Initial  Purchasers.  In order to induce the Initial
Purchasers  to enter into the  Purchase  Agreement,  the  Company  has agreed to
provide the  registration  rights set forth in this Agreement.  The execution of
this Agreement is a condition to the closing under the Purchase Agreement.

         The Company agrees with the Initial  Purchasers,  (i) for their benefit
as Initial  Purchasers and (ii) for the benefit of the holders from time to time
of the Notes  (including  the Initial  Purchasers)  and the holders from time to
time of the  Common  Stock  issued  upon  conversion  of the Notes  (each of the
foregoing a "Holder" and together the "Holders"), as follows:

         1. Definitions.  Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase  Agreement.  As used in
this Agreement, the following terms shall have the following meanings:

                  Affiliate: With respect to any specified Person, (i) any other
Person  directly or indirectly  controlling or controlled by, or under direct or
indirect  common  control  with,  such  specified  Person or (ii) any officer or
director  of such  other  Person.  For  purposes  of this  definition,  the term
"control" of a Person  means the  possession,  direct or indirect,  of the power
(whether or not  exercised) to direct or cause the  direction of the  management
and policies of such Person, whether through the ownership of voting securities,
by contract,  or otherwise,  and the terms  "controlling,"  "controlled by," and
"under  direct or  indirect  common  control  with"  have  meanings  correlative
thereto.

                  Business Day: Each Monday,  Tuesday,  Wednesday,  Thursday and
Friday that is not a day on which banking  institutions  in the City of New York
are authorized or obligated by law or executive order to close.

                  Common Stock:  The shares of common stock,  $.01 par value, of
the  Company  and any other  shares of common  stock as may  constitute  "Common
Stock" for purposes of the  Indenture,  in each case, as issuable or issued upon
conversion of the Notes.

                 Damages Accrual Period:  See Section 2(d) hereof.

                  Damages  Payment  Date:  Each  of  the  semi-annual   interest
payment  dates  provided  in  the Indenture, whether or not  Liquidated  Damages
are payable on such date.

                  Effectiveness  Period:  The  period  commencing  with the date
hereof and ending on the  earlier of the date that is two years after the latest
date of  original  issuance  of the  Notes  and the date  that  all  Registrable
Securities have ceased to be Registrable Securities.

                  Effectiveness Target Date:  See Section 2(a) hereof.

                  Event:  See Section 2(d) hereof.

                  Event Date:  See Section 2(d) hereof.

                  Exchange  Act: The Securities Exchange Act of 1934,as amended,
and the rules and  regulations of the SEC promulgated thereunder.

                  Filing Date:  See Section 2(a) hereof.

                  Holder:  See the second paragraph of this Agreement.

                  Indemnified Party:  See Section 5(c) hereof.

                  Indemnifying Party:  See Section 5(c) hereof.

                  Indenture: The Indenture, dated as of October 1, 1997, between
the Company and First Union  National  Bank,  as trustee,  pursuant to which the
Notes  are  being  issued,  as  amended  or  supplemented  from  time to time in
accordance with the terms thereof.

                  Initial Purchasers: See the first paragraph of this Agreement.

                  Initial Shelf Registration:  See Section 2(a) hereof.

                  Liquidated Damages:  See Section 2(d) hereof.

                  Losses:  See Section 5(a) hereof.

                  Majority  of  Registrable  Securities:  A majority of the then
outstanding aggregate principal amount of Registrable  Securities.  For purposes
of this  calculation,  Registrable  Securities  which have been  converted  into
shares of Common  Stock  shall be deemed to bear the  principal  amount at which
such Registrable Securities were converted.

                  Managing  Underwriters:  The  investment banking firm or firms
that shall manage or co-manage an Underwritten Offering.

                  Notes:  The 4.5%  Convertible  Subordinated  Notes due 2002 of
the Company  being issued and sold pursuant to the  Purchase  Agreement  and the
Indenture.

                  Person: Any natural person, corporation, partnership,  limited
liability  partnership,  limited liability company, trust or other legal entity.

                  Prospectus:   The  prospectus  included  in  any  Registration
Statement   (including,   without   limitation,   a  prospectus  that  discloses
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities  Act),  as amended or  supplemented  by any  amendment or  prospectus
supplement,  including post-effective  amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

                 Purchase Agreement:  See the first paragraph of this Agreement.

                  Record  Holder:  (i) with respect to any Damages  Payment Date
relating to the Notes,  each Person who is a registered  holder of such Notes on
the record date with respect to the interest payment date under the Indenture on
which such Damages Payment Date shall occur and (ii) with respect to any Damages
Payment  Date  relating to the Common  Stock,  each  Person who is a  registered
holder of such Common Stock 15 days prior to such Damages Payment Date.

                  Registrable  Securities:  Each  Note and each  share of Common
Stock into which the Notes are  convertible or converted upon original  issuance
thereof,  and at all times subsequent thereto,  and any Common Stock issued with
respect thereto upon any stock dividend,  split or similar event,  until, in the
case of any such Note or share of Common Stock, (i) it is effectively registered
under the  Securities  Act and disposed of in accordance  with the  Registration
Statement covering it, (ii) it is salable by the holder thereof pursuant to Rule
144(k) or (iii) it is sold to the public  pursuant to Rule 144, and, as a result
of an  event or  circumstance  described  in any of the  foregoing  clauses  (i)
through (iii), the legends with respect to transfer  restrictions required under
the Indenture  (other than any such legends  required solely as the consequences
of the fact that the  Registrable  Securities  are owned by, or were  previously
owned by, the Company or an  Affiliate  of the Company) are removed or removable
in accordance with the terms of the Indenture.

                  Registration Expenses:  See Section 5 hereof.

                 Registration  Statement:  Any  registration  statement  of  the
Company  which  covers  any  of  the  Registrable  Securities  pursuant  to  the
provisions  of  this  Agreement,   including  the  Prospectus,   amendments  and
supplements to such registration statement, including post-effective amendments,
all  exhibits  and all  material  incorporated  by  reference  or  deemed  to be
incorporated by reference in such registration statement.

                  Rule 144: Rule 144 under the Securities  Act, as such Rule may
be  amended  from time to time,  or any  similar  rule or  regulation  hereafter
adopted by the SEC.

                  Rule 144A:  Rule 144A under the  Securities  Act, as such Rule
may be amended from time to time,  or any similar rule or  regulation  hereafter
adopted by the SEC.

                  SEC:  The Securities and Exchange Commission.

                  Securities  Act: The  Securities  Act of 1933, as amended, and
the rules and  regulations of the SEC promulgated thereunder.

                  Selling  Expenses:   All   underwriting    discounts,  selling
commissions  and stock transfer taxes applicable to the Registrable Securities.

                  Selling Holder:   A   Holder  offering  to  sell   Registrable
Securities.

                  Shelf Registration:  See Section 2(a) hereof.

                  Special Counsel:  Morris,  Manning & Martin,  L.L.P.,  or such
other  successor  counsel as shall be  specified by the Holders of a Majority of
Registrable  Securities,  the fees  and  expenses  of which  will be paid by the
Company pursuant to Section 5 hereof.

                  Subsequent Shelf Registration:  See Section 2(b) hereof.

                  Suspension Period:  See Section 2(c).

                  TIA:  The Trust Indenture Act of 1939, as amended.

                  Trustee: The Trustee under the Indenture.

                  Underwritten   Registration   or   Underwritten   Offering:  A
registration  in which the Registrable Securities are sold by Holders thereof to
an underwriter for reoffering to the public.

         2.       Shelf Registration.

                  (a) The Company  shall  prepare and file with the SEC, as soon
as  practicable  but in any event on or prior to the date 90 days  following the
latest  date  of  original   issuance  of  the  Notes  (the  "Filing  Date"),  a
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415 of the  Securities  Act (a  "Shelf  Registration")  registering  the
resale  from  time to  time by the  Holders  thereof  of all of the  Registrable
Securities (the "Initial Shelf  Registration").  The Initial Shelf  Registration
shall  be  on  an  appropriate  SEC   Registration   Statement  form  permitting
registration  of such  Registrable  Securities for resale by such Holders in the
manner or manners designated by them (including, without limitation, one or more
Underwritten  Offerings).  The Company  shall use its best  efforts to cause the
Initial Shelf  Registration to be declared effective under the Securities Act as
soon as practicable  but in any event on or prior to the date 120 days following
the Filing Date (the "Effectiveness  Target Date"), and shall use its reasonable
efforts to keep the Initial Shelf Registration  continuously effective under the
Securities Act,  subject to the provisions of Section 2(c), until the earlier of
the  expiration  of the  Effectiveness  Period  or the date a  Subsequent  Shelf
Registration  (as defined below) covering all of the Registrable  Securities has
been declared  effective under the Securities  Act.  Subject to the right of the
Company to have the Initial Shelf  Registration  not be effective,  or not to be
updated, amended or supplemented, for periods of time set forth in Section 2(c),
the Company  further  agrees to use its best efforts to prevent the happening of
any event that would cause the Initial Shelf  Registration to contain a material
misstatement  or  omission or to be not  effective  and usable for resale of the
Registrable Securities during the Effective Period.

                  (b) If the Initial Shelf  Registration or any subsequent Shelf
Registration  ceases to be effective  for any reason as a result of the issuance
of a stop order by the SEC at any time  during  the  Effectiveness  Period,  the
Company shall use its best efforts to obtain the prompt  withdrawal of any order
suspending the effectiveness  thereof,  and in any event shall within 30 days of
such  cessation  of  effectiveness  amend  the  Shelf  Registration  in a manner
reasonably  expected  to  obtain  the  withdrawal  of the order  suspending  the
effectiveness  thereof, or file an additional Shelf Registration covering all of
the Registrable Securities (a "Subsequent Shelf Registration").  If a Subsequent
Shelf Registration is filed, the Company shall use its best efforts to cause the
Subsequent  Shelf  Registration to be declared  effective as soon as practicable
after such filing and to keep such Registration Statement continuously effective
until the end of the Effectiveness Period.

                  (c) In the event (A) of the happening of any event of the kind
described in Section 3(c)(ii),  3(c)(iii),  3(c)(iv), 3(c)(v) or 3(c)(vi) hereof
or (B) that,  in the good  faith-judgment  of the  Company,  it is  advisable to
suspend the use of the Prospectus  for a discrete  period of time due to pending
material  corporate  developments  or similar  material events that have not yet
been publicly  disclosed and as to which the Company believes public  disclosure
will be prejudicial  to the Company,  the Company shall deliver a certificate in
writing,  signed by an  authorized  executive  officer  of the  Company,  to the
Special Counsel, the Initial Purchasers and the Managing  Underwriters,  if any,
to the effect of the foregoing and thereafter the use of the Prospectus shall be
suspended,  and the Company,  subject to the terms of this Section  2(c),  shall
thereafter  not be required to maintain  the  effectiveness  or update the Shelf
Registration.  The Company  will use its best  efforts to ensure that the use of
the Prospectus may be resumed as soon as practicable,  in the case of suspension
under  Section  2(c)(A),  and,  in the case of a  pending  development  or event
referred to in Section 2(c)(B) hereof, as soon as, in the good faith-judgment of
the Company, public disclosure of such material corporate development or similar
material  event  would  not  have a  material  adverse  effect  on the  Company.
Notwithstanding the foregoing,  the Company shall not under any circumstances be
entitled to exercise its right under this Section 2(c) to suspend the use of the
Prospectus  (whether as a result of events referred to in Section 2(c)(A) hereof
or as a result  of the  pending  development  or event  referred  to in  Section
2(c)(B)  hereof) more than one (1) time in any three (3) month  period,  and the
periods in which the use of the Prospectus is suspended shall not exceed 15 days
in any three-month period (a "Suspension Period").

                  (d) The parties  hereto agree that the Holders of  Registrable
Securities will suffer  damages,  and that it would not be feasible to ascertain
the extent of such damages with precision, if (i) the Initial Shelf Registration
has not been  filed  on or prior to the  Filing  Date,  (ii) the  Initial  Shelf
Registration has not been declared  effective by the Effectiveness  Target Date,
(iii) prior to the end of the Effectiveness  Period, the SEC shall have issued a
stop order suspending the effectiveness of the Shelf Registration or proceedings
have been initiated with respect to the Shelf Registration under Section 8(d) or
8(e)  of the  Securities  Act,  (iv)  the  aggregate  number  of days in any one
Suspension  Period exceeds the period permitted  pursuant to Section 2(c) hereof
or (v) the number of Suspension Periods exceeds the number permitted pursuant to
Section  2(c)  hereof  (each of the  events  of a type  described  in any of the
foregoing  clauses  (i) through  (v) are  individually  referred to herein as an
"Event," and the Filing Date in the case of clause (i), the Effectiveness Target
Date in the case of  clause  (ii),  the date on which the  effectiveness  of the
Shelf  Registration  has been suspended or proceedings with respect to the Shelf
Registration  under  Section  8(d) or  8(e)  of the  Securities  Act  have  been
commenced  in the case of  clause  (iii),  the date on which the  duration  of a
Suspension  Period  exceeds the period  permitted  by Section 2(c) hereof in the
case of clause (iv),  and the date of the  commencement  of a Suspension  Period
that causes the limit on the number of  Suspension  Periods  under  Section 2(c)
hereof to be exceeded in the case of clause (v),  being referred to herein as an
"Event Date").

         Notwithstanding  the foregoing,  the parties hereto agree that an Event
shall be deemed not to have  occurred to the extent  that the direct,  proximate
cause of said Event was the act or failure  to act of one or more  Holders,  the
Initial  Purchasers  or the Managing  Underwriters.  An Event shall be deemed to
continue  until the date of the  termination  of such Event,  which shall be the
following  dates with respect to the  respective  types of Events:  the date the
Initial  Registration  Statement  is  filed  in the case of an Event of the type
described in clause (i),  the date the Initial  Shelf  Registration  is declared
effective in the case of an Event of the described in clause (ii), the date that
all stop orders  suspending  effectiveness of the Shelf  Registration  have been
removed and the  proceedings  initiated  with respect to the Shelf  Registration
under Section 8(d) or 8(e) of the  Securities Act have  terminated,  as the case
may  be,  in the  case  of  Events  of the  types  described  in  clause  (iii),
termination of the Suspension  Period which caused the aggregate  number of days
in any one Suspension  Period to exceed the number  permitted by Section 2(c) to
be exceeded in the case of Events of the types  described  in clause  (iv),  and
termination  of the Suspension  Periods,  the  commencement  of which caused the
number of  Suspension  Periods  permitted  by Section 2(d) to be exceeded in the
case of Events of the types described in clause (v).

         Accordingly,  upon the  occurrence  of any Event and until such time as
there are no Events which have occurred and are continuing (a "'Damages  Accrual
Period"),  commencing  on the Event Date on which such  Damages  Accrual  Period
began, the Company agrees to pay, as liquidated  damages,  and not as a penalty,
an additional  amount (the  "Liquidated  Damages"):  (i) to each holder of Notes
that are  Registrable  Securities,  accruing  at a rate equal to one-half of one
percent per annum (50 basis points) on the aggregate  principal  amount of Notes
that are  Registrable  Securities held by such Holder and (ii) to each holder of
shares of Common Stock that are Registrable Securities, accruing at a rate equal
to one-half of one percent per annum (50 basis  points)  calculated on an amount
equal to the product of (x) the then-applicable  Conversion Price (as defined in
the  Indenture),  times  (y) the  number of  shares  of  Common  Stock  that are
Registrable  Securities held by such holder.  Notwithstanding the foregoing,  no
Liquidated Damages shall accrue as to any Registrable  Securities from and after
the  earlier  of  (x)  the  date  such  securities  are  no  longer  Registrable
Securities,  and (y) the  expiration of the  Effectiveness  Period.  The rate of
accrual of the  Liquidated  Damages  with respect to any period shall not exceed
the rate  provided  for in this  paragraph  notwithstanding  the  occurrence  of
multiple concurrent Events.

         The Company shall pay the Liquidated Damages due on any Notes or Common
Stock by depositing  with the Trustee  under the  Indenture,  in trust,  for the
benefit of the holders of Notes or Common  Stock,  as the case may be,  entitled
thereto, at least one Business Day prior to the applicable Damages Payment Date,
sums sufficient to pay the Liquidated Damages accrued or accruing since the last
preceding Damages Payment Date through such Damages Payment Date. The Liquidated
Damages  shall be paid by the  Company  to the Record  Holders  on each  Damages
Payment  Date by wire  transfer of  immediately  available  funds to the account
specified by them, or if no such  accounts have been  specified on or before the
Damage  Payment  Date by mailing  checks to their  registered  addresses as they
appear in the Note  register (as defined in the  Indenture),  in the case of the
Notes,  and in the register of the Company for the Common Stock,  in the case of
the Common Stock;  provided,  however,  that any Liquidated Damages accrued with
respect to any Note or portion  thereof  called for  redemption  on a redemption
date, or repurchased  in connection  with a Change in Control (as defined in the
Indenture) on a repurchase  date, or converted into Common Stock on a conversion
date prior to the  Damages  Payment  Date,  shall,  in any such  event,  be paid
instead to the holder who submitted such Note or portion thereof for redemption,
repurchase or conversion on the applicable  redemption date,  repurchase date or
conversion  date,  as the case may be, on such date (or promptly  following  the
conversion  date, in the case of  conversion  of a Note).  If a holder of a Note
submits a Note for  conversion  during the period  between a record date for the
payment of Liquidated  Damages and the related Damages Payment Date,  Liquidated
Damages  for the period from the  conversion  date  through the next  succeeding
Damages  Payment  Date shall accrue and be payable to the holder of Common Stock
received  on  conversion   on  the  next   succeeding   Damages   Payment  Date,
notwithstanding  that such holder was not a Record  Holder with  respect to such
Damages Payment Date. The Trustee shall be entitled, on behalf of the Holders of
Notes and Common Stock to seek any available  remedy for the enforcement of this
Agreement,  including for the payment of such Liquidated Damages.  Nothing shall
preclude a Holder of Registrable  Securities from pursuing or obtaining specific
performance or other equitable relief with respect to this Agreement.

         All of the Company's  obligations  set forth in this Section 2(d) which
are  outstanding  with respect to any  Registrable  Securities  at the time such
security  ceases to be a Registrable  Security  shall survive until such time as
all such  obligations  with respect to such security have been satisfied in full
(notwithstanding termination of the Agreement pursuant to Section 7(o)).

         The parties  hereto agree that the Liquidated  Damages  provided for in
this  Section 2(d)  constitute a reasonable  estimate of the damages that may be
incurred  by  holders  of  Registrable   Securities   (other  than  the  Initial
Purchasers)  by reason of the failure of the Shelf  Registration  to be filed or
declared  effective or  unavailable  (absolutely  or as a practical  matter) for
effecting resales of Registrable  Securities,  as the case may be, in accordance
with the provisions hereof.

         1.   Registration   Procedures.   In  connection   with  the  Company's
registration  obligations under Section 2 hereof,  the Company shall effect such
registrations  to permit the sale of the  Registrable  Securities  in accordance
with the intended method or methods of disposition thereof, and pursuant thereto
the Company shall as expeditiously as possible:

                  (a) Prepare and file with the SEC a Registration  Statement or
Registration  Statements  on any  appropriate  form  under  the  Securities  Act
available for the sale of the  Registrable  Securities by the Holders thereof in
accordance with the intended method or methods of distribution thereof and shall
include all  required  financial  statements,  and use its best efforts to cause
each such  Registration  Statement to become  effective and remain  effective as
provided herein;  provided that before filing any such Registration Statement or
Prospectus or any  amendments or  supplements  thereto the Company shall furnish
within a  reasonable  time period to each Selling  Holder (if  requested by such
Selling Holder),  the Initial  Purchasers,  the Special Counsel and the Managing
Underwriters of such offering,  if any, copies of all such documents proposed to
be filed,  which  documents will be subject to the review of each Selling Holder
(if  requested  by such Selling  Holder),  the Initial  Purchasers,  the Special
Counsel and such Managing Underwriters,  and the Company shall not file any such
Registration  Statement or amendment thereto or any Prospectus or any supplement
thereto to which the Holders of a Majority of Registrable  Securities covered by
such Registration Statement, the Initial Purchasers or the Special Counsel shall
reasonably  object in  writing  within  five  Business  Days  after the  receipt
thereof. In addition,  the Company shall use its best efforts to reflect in each
such document  referenced in this  paragraph so filed with the SEC such comments
as the Initial  Purchasers,  Special Counsel and the Managing  Underwriters,  if
any, may propose.

                  (b)  Subject to Section  2(c),  prepare  and file with the SEC
such amendments and post-effective  amendments to each Registration Statement as
may be necessary to keep such Registration  Statement continuously effective for
the applicable period specified in Section 2; cause the related Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 (or any similar  provisions  then in force) under the
Securities Act and comply with the provisions of the Securities Act with respect
to the  disposition of all  securities  covered by such  Registration  Statement
during  the  applicable  period  in  accordance  with the  intended  methods  or
disposition by the sellers thereof set forth in such  Registration  Statement as
so amended or such Prospectus as so supplemented.  The Company shall ensure that
(i) any Shelf  Registration and any amendment thereto and any Prospectus forming
a part thereof and any amendment or supplement  thereto complies in all material
respects with the Act and the rules and regulations  thereunder,  (ii) any Shelf
Registration  and any  amendment  thereto does not,  when it becomes  effective,
contain 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,  in
light of the circumstances  under which they were made, not misleading and (iii)
any  Prospectus  forming part of any Shelf  Registration,  and any  amendment or
supplement  to such  Prospectus,  does not  include  an  untrue  statement  or a
material  fact or omit to state a material  fact  necessary in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading.

                  (c) Notify the Holders,  the Initial  Purchasers,  the Special
Counsel and the Managing  Underwriters,  if any, promptly,  and (if requested by
any such Person)  confirm  such notice in writing,  (i) when a  Prospectus,  any
Prospectus supplement, a Registration Statement or a post-effective amendment to
a  Registration  Statement  has been filed with the SEC,  and, with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective;  (ii)  of any  request  by the  SEC or any  other  federal  or  state
governmental authority for amendments or supplements to a Registration Statement
or related  Prospectus or for additional  information,  (iii) of the issuance by
the SEC or any other federal or state  governmental  authority of any stop order
suspending the  effectiveness  of a Registration  Statement or the initiation or
threatening  of any  proceedings  for that  purpose,  (iv) of the receipt by the
Company of any notification  with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any  jurisdiction  or the initiation or threatening of any  proceedings for such
purpose,  (v) of the existence of any fact or happening of any event which makes
any  statement  of a material  fact in such  Registration  Statement  or related
Prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue  or which  would  require  the  making of any  changes  in the
Registration  Statement or Prospectus in order that the  Registration  Statement
will 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  not  misleading,  and that the  Prospectus  will 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 the light of the
circumstances  under  which  they were  made,  not  misleading,  and (vi) of the
Company's  determination  that  a  post-effective  amendment  to a  Registration
Statement would be appropriate.

                  (d) Use its best efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration  Statement, or the lifting of any
suspension of the qualification (or exemption from  qualification) of any of the
Registrable  Securities for sale in any  jurisdiction,  at the earliest possible
moment.

                  (e) If  requested  by the Initial  Purchasers  or the Managing
Underwriters, if any, or the Holders of a Majority of the Registrable Securities
being  sold,   (i)  promptly   incorporate   in  a  Prospectus   supplement   or
post-effective  amendment to the Registration  Statement such information as the
Initial Purchaser,  the Special Counsel, the Managing  Underwriters,  if any, or
such Holders and the Company mutually agree should be included therein, and (ii)
make all required filings of such Prospectus  supplement or such  post-effective
amendment as soon as practicable after the Company has received  notification of
the  matters  proposed  to be  incorporated  in such  Prospectus  supplement  or
post-effective amendment.

                  (f)  Furnish  to each  Selling  Holder (if  requested  by such
Selling Holder), the Special Counsel, the Initial Purchasers,  and each Managing
Underwriter,  if  any,  without  charge,  at  least  one  conformed  copy of the
Registration  Statement  or  Statements  and any  amendment  thereto,  including
financial  statements but excluding  schedules,  all documents  incorporated  or
deemed to be incorporated therein by reference and all exhibits.

                  (g) Deliver to each Selling Holder,  the Special Counsel,  the
Initial Purchasers and each Managing Underwriter, if any, in connection with any
offering  of  Registrable  Securities,  without  charge,  as many  copies of the
Prospectus or Prospectuses  relating to such Registrable  Securities  (including
each  preliminary  prospectus)  and any amendment or supplement  thereto as such
Persons may reasonably  request;  and the Company hereby  consents to the use of
such  Prospectus or each amendment or supplement  thereto by each of the Selling
Holders of Registrable  Securities and the  Underwriters,  if any, in connection
with  any  offering  and  sale of the  Registrable  Securities  covered  by such
Prospectus or any amendment or supplement thereto.

                  (h) Prior to any public offering of Registrable Securities, to
register  or  qualify  or  cooperate  with the  Selling  Holders,  the  Managing
Underwriters,   if  any,  and  the  Special   Counsel  in  connection  with  the
registration  or   qualification   (or  exemption  from  such   registration  or
qualification)  of such  Registrable  Securities  for offer  and sale  under the
securities  or Blue Sky laws of such  jurisdictions  within the United States as
any Selling Holder or Managing Underwriter  reasonably requests in writing, keep
each such  registration  or  qualification  (or exemption  therefrom)  effective
during the period such  Registration  Statement is required to be kept effective
and do any and all other acts or things  necessary  or  advisable  to enable the
disposition in such  jurisdictions of the Registrable  Securities covered by the
applicable  Registration  Statement,  provided,  that  the  Company  will not be
required to (i) qualify generally to do business in any jurisdiction where it is
not then so  qualified  (ii) take any action  that  would  subject it to general
service of process in suits or to taxation in any such jurisdiction  where it is
not then so subject.

                  (i) Cause the Registrable Securities covered by the applicable
Registration  Statement  to  be  registered  with  or  approved  by  such  other
governmental  agencies in addition to the SEC or  authorities  within the United
States as may be  necessary to enable the Selling  Holder or Holders  thereof or
the  Managing  Underwriters,  if any,  to  consummate  the  disposition  of such
Registrable Securities.

                  (j) During the Effectiveness Period (subject to the provisions
of Section 2(c)),  immediately  upon the existence of any fact or the occurrence
of any event as a result of which (i) a Registration Statement shall 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,  or (ii) a
Prospectus  shall  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 the light of the  circumstances  under  which they were
made, not misleading,  promptly prepare and file a  post-effective  amendment to
each  Registration  Statement or a supplement  to the related  Prospectus or any
document  incorporated  therein by reference or file any other required document
(such as a Current  Report on Form 8K) that would be  incorporated  by reference
into the  Registration  Statement so that the  Registration  Statement shall 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
not misleading, in light of the circumstances under which they were made, and so
that the Prospectus will 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 the light of the circumstances under which they
were made,  not  misleading,  as thereafter  delivered to the  purchasers of the
Registrable   Securities   being  sold   thereunder;   and  in  the  case  of  a
post-effective  amendment to a Registration  Statement,  use its best efforts to
cause it to become effective as soon as practicable.

                  (k) Enter into such agreements (including,  in the event of an
Underwritten Offering, an underwriting agreement in form, scope and substance as
is  customary  in  Underwritten  Offerings)  and take all such other  actions in
connection therewith (including,  in the event of an the Underwritten  Offering,
those reasonably requested by the Managing Underwriters,  if any, or the Holders
of a Majority of the Registrable  Securities being sold) in order to expedite or
facilitate  the  disposition  of  such   Registrable   Securities  and  in  such
connection, whether or not an underwriting agreement is entered into, and if the
registration is an Underwritten Registration,  (i) make such representations and
warranties to the Holders of such  Registrable  Securities and the  underwriters
with  respect  to  the  business  of  the  Company  and  its  subsidiaries,  the
Registration  Statement,  Prospectus and documents  incorporated by reference or
deemed incorporated by reference,  if any, in each case, in form,  substance and
scope  as are  customarily  made by  issuers  to  underwriters  in  underwritten
offerings and confirm the same if and when  requested;  (ii) use its  reasonable
efforts to obtain  opinions of counsel to the Company and updates thereof (which
counsel  and  opinions  (in  form,  scope  and  substance)  shall be  reasonably
satisfactory  to the  Managing  Underwriters,  if any,  Special  Counsel and the
Holders of a Majority of Registrable Securities being sold) addressed to each of
the underwriters  covering the matters customarily covered in opinions requested
in underwritten  offerings and such other matters as may be reasonably requested
by such Special  Counsel and  Managing  Underwriters;  (iii) use its  reasonable
efforts  to  obtain  "cold  comfort"   letters  and  updates  thereof  from  the
independent certified public accountants of the Company (and, if necessary,  any
other  certified  public  accountants  of any  subsidiary  of the Company or any
business  acquired  or to  be  acquired  by  the  Company  for  which  financial
statements  and  financial  data are,  or are  required  to be,  included in the
Registration Statement), addressed to each of the Managing Underwriters, if any,
such  letters  to  be in  customary  form  and  covering  matters  of  the  type
customarily  covered in "cold comfort"  letters in connection with  Underwritten
Offerings, and (iv) deliver such documents and certificates as may be reasonably
requested by the Holders of a majority of the Registrable Securities being sold,
the  Special  Counsel and the  Managing  Underwriters,  if any, to evidence  the
continued validity of the  representations and warranties of the Company and its
subsidiaries  made pursuant to clause (i) above and to evidence  compliance with
any  customary  conditions  contained  in the  underwriting  agreement  or other
agreement  entered into by the Company.  The above shall be done at each closing
under such  underwriting  or  similar  agreement  as and to the extent  required
thereunder.

                  (1) Make available for inspection by a  representative  of the
Holders  of  Registrable   Securities  being  sold,  any  Managing   Underwriter
participating in any disposition of Registrable Securities,  and any attorney or
accountant retained by such Selling Holders or underwriter,  financial and other
records,  pertinent  corporate  documents and  properties of the Company and its
subsidiaries,  and cause the executive officers,  directors and employees of the
Company and its subsidiaries to supply all information  reasonably  requested by
any  such  representative,  Managing  Underwriter,  attorney  or  accountant  in
connection with such disposition;  provided,  however, that any information that
is  reasonable  and in good  faith  designated  by the  Company  in  writing  as
confidential  at the  time  of  delivery  of  such  information  shall  be  kept
confidential  by such  Persons,  unless (i)  disclosure of such  information  is
required  by court  or  administrative  order  or is  necessary  to  respond  to
inquiries of regulatory  authorities,  (ii)  disclosure of such  information  is
required  by law  (including  any  disclosure  requirements  pursuant to federal
securities laws in connection with the filing of any  Registration  Statement or
the use of any prospectus referred to in this Agreement), (iii) such information
becomes  generally  available to the public other than as a result of disclosure
or failure to  safeguard  by any such  Person or (iv) such  information  becomes
available  to any such  Person  from a source  other than the  Company  and such
source is not bound by a confidentiality agreement.

                  (m) Comply with all  applicable  rules and  regulations of the
SEC in all material respects and make generally available to its securityholders
earnings  statements  (which need not be audited)  satisfying  the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) no later than 45 days after the end of any
12-month  period (or 90 days after the end of any 12-month period if such period
is a fiscal  year) (i)  commencing  at the end of any  fiscal  quarter  in which
Registrable  Securities  are sold to  underwriters  in firm  commitment  or best
efforts  underwritten  offering and (ii) if not sold to  underwriters in such an
offering, commencing on the first day of the first fiscal quarter of the Company
commencing  after  the  effective  date  of  a  Registration  Statement,   which
statements shall cover said 12-month periods.

                  (n)  Cooperate   with  the  Selling   Holders  of  Registrable
Securities,  the  Initial  Purchasers,  the  Special  Counsel  and the  Managing
Underwriters,  if any, to  facilitate  the timely  preparation  and  delivery of
certificates  representing Registrable Securities to be sold and not bearing any
restrictive  legends,  and  enable  such  Registrable  Securities  to be in such
denominations and registered in such names as the Holders may request.

                  (o) Not later than the effectiveness  date of any Registration
Statement  hereunder,  provide a CUSIP  number  for the  Registrable  Securities
registered under such Registration Statement,  and provide the Trustee under the
Indenture and the transfer agent for the Common Stock with printed  certificates
for the Registrable Securities which are in a form eligible for deposit with The
Depository Trust Company.

                  (p)  Cause  all  shares  of  Common   Stock   covered  by  the
Registration  Statement  to be listed on each  securities  exchange or quotation
system on which the  Company's  Common  Stock is then  listed or quoted no later
than the  date  the  Registration  Statement  is  declared  effective,  and,  in
connection therewith, to the extent applicable,  to make such findings under the
Exchange Act (e.g.,  the filing of a Registration  Statement on Form 8-A) and to
have such filings declared effective thereunder.

                  (q)  Cooperate  and assist in any filing  required  to be made
with the National Association of Securities Dealers, Inc.

                  (r) Cause the Indenture to be qualified under the TIA, and, in
connection  therewith,  cooperate with the Trustee and the Holders,  the Initial
Purchasers, the Special Counsel and the Managing Underwriters, if any, to effect
such changes to the  Indenture  as may be required  for such  Indenture to be so
qualified in accordance  with the terms of the TIA; and execute and use its best
efforts to cause the  Trustee to execute  all  documents  as may be  required to
effect such changes and all other forms and documents  required to be filed with
the SEC to enable such Indenture to be so qualified in a timely manner.

         The Company may require each Holder of  securities  to be sold pursuant
to any  Registration  Statement  to  furnish  to the  Company  such  information
regarding the Holder and the  distribution of such securities as the Company may
from  time  to time  reasonably  require  for  inclusion  in  such  Registration
Statement.  Any  Holder  who  fails to  provide  such  information  shall not be
entitled to use the Prospectus.

         2.  Registration  Expenses.  All fees and expenses  (other than Selling
Expenses)  incident to the Company's  obligations  under this Agreement shall be
borne by the Company whether or not any of the  Registration  Statements  become
effective.  Such fees and expenses shall include,  without  limitation,  (i) all
registration and filing fees (including,  without limitation,  fees and expenses
with  respect to filings  required to be made with the National  Association  of
Securities   Dealers,   Inc.),  (ii)  printing  expenses   (including,   without
limitation,  expenses of printing  certificates for Registrable  Securities in a
form  eligible for deposit  with The  Depository  Trust  Company and of printing
Prospectuses  if the  printing  of  Prospectuses  is  requested  by the  Special
Counsel, the Initial Purchasers,  the Managing  Underwriters or the holders of a
Majority of  Registrable  Securities  included in any  Registration  Statement),
(iii)  reasonable  fees and  disbursements  of counsel  for the  Company and the
Special  Counsel in connection  with the Shelf  Registration  (provided that the
Company  shall not be liable for the fees and expenses of more than one separate
firm for all parties (other than the Company)  participating  in any transaction
hereunder),  and (iv) fees and disbursements of all independent certified public
accountants  referred to in Section  3(k)(iii) hereof (including the expenses of
any special  audit and "cold  comfort"  letters  required by or incident to such
performance).  In addition, the Company shall pay the fees and expenses incurred
in connection  with the listing or quotation of the  securities to be registered
on any  securities  exchange or quotations  system on which  similar  securities
issued by the Company  are then listed and the fees and  expenses of any Person,
including special experts, retained by the Company.

         3.       Indemnification.

                  (a)   Indemnification  by  the  Company.   The  Company  shall
indemnify and hold harmless each Holder, the directors,  officers, employees and
agents of each such Holder and each Person, if any, who controls any such Holder
(within the meaning of either  Section 15 of the Securities Act or Section 20 of
the Exchange Act) from and against all losses, liabilities, damages and expenses
(including,  without limitation, any legal or other expenses reasonably incurred
in  connection  with  defending  or  investigating  any such  action  or  claim)
(collectively,  "Losses"),  arising out of or based upon any untrue statement or
alleged  untrue  statement  of a material  fact  contained  in any  Registration
Statement or Prospectus or in any  amendment or supplement  thereto,  or arising
out of or based  upon 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,  in light of the  circumstances  under which they were
made,  except  insofar  as  such  Losses  arise  out of or are  based  upon  the
information  relating to any Holder  furnished  to the Company in writing by any
Holder expressly for use therein; provided,  however, that the Company shall not
be liable in any such case to the extent that any such loss,  damage,  liability
or expense arises out of or is based upon an untrue  statement or alleged untrue
statement or omission or alleged omission made in any preliminary  prospectus if
(i) such holder failed to send or deliver a copy of the Prospectus with or prior
to the delivery of written  confirmation  of the sale of Registrable  Securities
and (ii) the Prospectus  would have corrected such untrue statement or omission;
and provided  further,  that the Company shall not be liable in any such case to
the extent that any such loss, damage,  liability or expense arises out of or is
based upon an untrue  statement  or alleged  untrue  statement  or  omission  or
alleged  omission in the Prospectus,  if such untrue statement or alleged untrue
statement,  omission  or  alleged  omission  is  corrected  in an  amendment  or
supplement to the Prospectus and if, having  previously  been furnished by or on
behalf  of  the  Company  with  copies  of  the  Prospectus  as  so  amended  or
supplemented,  such holder  thereafter fails to deliver such  Prospectus,  as so
amended or supplemented, prior to or concurrently with the sale of a Registrable
Security to the person  asserting  such loss,  damage,  liability or expense who
purchased  such  Registrable  Security  which is the subject  thereof  from such
holder.  The Company shall also indemnify each  underwriter,  their officers and
directors,  and each  Person who  controls  such  Person  (within the meaning of
Section 15 of the  Securities  Act or Section 20 of the Exchange Act to the same
extent and with the same  limitations  as  provided  above  with  respect to the
indemnification of the Holders of Registrable Securities.

                  (b) Indemnification by Holder of Registrable Securities.  Each
Holder,  agrees  severally  and not jointly to indemnify  and hold  harmless the
Company, its directors,  its officers who sign a Registration Statement and each
Person,  if any, who controls the Company  (within the meaning of either Section
15 of the Securities  Act or Section 20 of the Exchange  Act),  from and against
all losses arising out of or based upon any untrue  statement of a material fact
contained in any Registration  Statement,  Prospectus or arising out of or based
upon any omission of a material fact required to be stated  therein or necessary
to make the statements  therein not  misleading,  in light of the  circumstances
under  which they were made,  to the extent,  but only to the extent,  that such
untrue  statement or omission is contained in any  information  relating to such
Holder so furnished in writing by such Holder to the Company  expressly  for use
in such Registration Statement or Prospectus. In no event shall the liability of
any Selling Holder of Registrable Securities hereunder be greater in amount than
the dollar  amount of the proceeds  received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation.

                  (c)  Conduct  of  Indemnification  Proceedings.  In  case  any
proceeding  (including  any  governmental  investigation)  shall  be  instituted
involving  any Person in respect of which  indemnity  may be sought  pursuant to
either of the two preceding  paragraphs,  such Person (the "Indemnified  Party")
shall promptly  notify the Person against whom such indemnity may be sought (the
"Indemnifying Party") in writing, but failure so to notify an Indemnifying Party
shall not relieve such  Indemnifying  Party from any liability  hereunder to the
extent it is not materially  prejudiced as a result  thereof.  The  Indemnifying
Party, upon request of the Indemnified Party, shall retain counsel  satisfactory
to the Indemnified  Party to represent the Indemnified  Party and any others the
Indemnifying  Party may designate in such  proceeding and shall pay the fees and
disbursements  of  such  counsel  related  to  such  proceeding.   In  any  such
proceeding,  any  Indemnified  Party  shall  have the  right to  retain  its own
counsel,  but the fees and expenses of such  counsel  shall be at the expense of
such  Indemnified  Party unless (i) the  Indemnifying  Party and the Indemnified
Party shall have mutually agreed to the retention to such counsel (ii) the named
parties to any such proceeding  (including any impleaded  parties)  include both
the  Indemnifying  Party and the Indemnified  Party and  representation  of both
parties by the same counsel  would be  inappropriate  due to actual or potential
differing interests between them, or (iii) the Indemnifying Party shall not have
employed  counsel  satisfactory  to  the  Indemnified  Party  to  represent  the
Indemnified  Party within a reasonable  time after notice of commencement of the
action.  It is understood that the  Indemnifying  Party shall not, in respect of
the legal expenses of any Indemnified Party in connection with any proceeding or
related  proceedings  in the  same  jurisdiction,  be  liable  for the  fees and
expenses of more than one separate  firm (in addition to any local  counsel) for
all  indemnified  parties  under  Section 5(a) or 5(b) hereof who are parties to
such  proceeding or  proceedings,  and that all such fees and expenses  shall be
reimbursed as they are incurred.  The Indemnifying Party shall not be liable for
any settlement of any proceeding  effected without its written  consent,  but if
settled with such consent or if there be a final judgment for the plaintiff, the
Indemnifying  Party agrees to indemnify the  Indemnified  Party from and against
any loss or liability by reason of such settlement or judgment.  Notwithstanding
the foregoing sentence, if at any time an Indemnified Party shall have requested
an Indemnifying  Party to reimburse the Indemnified  Party for fees and expenses
of counsel as  contemplated by the second and third sentences of this paragraph,
such  Indemnifying  Party agrees that it shall be liable for any  settlements of
any proceeding  effected  without its written  consent if (i) such settlement is
entered into more than 45 days after receipt by such  Indemnifying  Party of the
aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the
Indemnified  Party in  accordance  with such  request  prior to the date of such
settlement.  No Indemnifying  Party shall,  without the prior written consent of
the  Indemnified  Party,  effect any  settlement  of any  pending or  threatened
proceeding  in  respect of which any  Indemnified  Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified  Party,
unless such settlement  includes an  unconditional  release of such  Indemnified
Party  from  all  liability  on  claims  that  are the  subject  matter  of such
proceeding.

                  (d) Contribution.  If the indemnification provided for in this
Section 5 is  unavailable  to an  Indemnified  Party under  Section 5(a) or 5(b)
hereof in  respect  of any Losses or is  insufficient  to hold such  Indemnified
Party harmless, then each applicable Indemnifying Party, in lieu of indemnifying
such Indemnified  Party,  shall contribute to the amount paid or payable by such
Indemnified  Party as a result  of such  Losses,  (i) in such  proportion  as is
appropriate to reflect the relative benefits received by the Indemnifying  Party
or Indemnifying Parties on the one hand and the Indemnified Party or Indemnified
Parties an the other hand or (ii) if the allocation provided by clause (i) above
is not permitted by applicable  law, in such  proportion  as is  appropriate  to
reflect not only the relative  benefits referred to in clause (i) above but also
the relative fault of the Indemnifying  Party or Indemnified  Parties on the one
hand and of the Indemnified  Party or Indemnifying  Parties on the other hand in
connection  with the  statements or omissions  that resulted in such Losses,  as
well as any other relevant  equitable  considerations.  Benefits received by the
Company  shall be deemed to be equal to the total net proceeds  from the initial
placement of the Notes pursuant to the Purchase Agreement.  Benefits received by
the  Initial  Purchasers  shall be  deemed  to be equal  to the  total  purchase
discounts and  commissions  received by them pursuant to the Purchase  Agreement
and benefits  received by any other  Holders  shall be deemed to be equal to the
value of receiving Notes registered under the Securities Act.  Benefits received
by any  underwriter  shall  be  deemed  to be equal  to the  total  underwriting
discounts  and  commissions,  as set forth on the cover  page of the  Prospectus
forming a part of the Registration  Statement which resulted in such Losses. The
relative  fault of the Holders on the one hand and the Company on the other hand
shall be determined  by reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or the omission or alleged omission
to state a material  fact relates to  information  supplied by the Holders or by
the Company and the parties' relative intent,  knowledge,  access to information
and  opportunity to correct or prevent such statement or omission.  The Holders'
respective  obligations to contribute  pursuant to this paragraph are several in
proportion to the  respective  number of Registrable  Securities  they have sold
pursuant to a Registration Statement, and not joint.

         The parties  hereto  agree that it would not be just and  equitable  if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method or allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
The amount  paid or payable  by an  Indemnified  Party as a result of the Losses
referred to in the immediately  preceding  paragraph shall be deemed to include,
subject  to the  limitations  set  forth  above,  any  legal or  other  expenses
reasonably  incurred by such Indemnified Party in connection with  investigating
or defending  any such action or claim.  Notwithstanding  this Section  5(d), an
Indemnifying Party that is a Selling Holder of Registrable  Securities shall not
be required to contribute  any amount in excess of the amount by which the total
price at which the Registrable  Securities sold by such  Indemnifying  Party and
distributed  to the public were offered to the public  exceeds the amount of any
damages  which such  Indemnifying  Party has  otherwise  been required to pay by
reason of such  untrue or  alleged  untrue  statement  or  omission  or  alleged
omission. No Person guilty of fraudulent  misrepresentation  (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to  contribution  from
any  Person  who  was  not  guilty  of such  fraudulent  misrepresentation.  The
indemnity,  contribution  and expense  reimbursement  obligations of the Company
hereunder  shall be in addition to any liability the Company may otherwise  have
hereunder, under the Purchase Agreement or otherwise.

         The indemnity and contribution  provisions  contained in this Section 5
shall  remain  operative  and in full  force and  effect  regardless  of (i) any
termination of this Agreement,  (ii) any  investigation  made by or on behalf of
any Holder or any Person controlling any Holder, or the Company, its officers or
directors  or any  Person  controlling  the  Company  and  (iii) the sale of any
Registrable Securities by any Holder.

         4.       Information Requirements.

                  (a) The Company shall file the reports required to be filed by
it under the Securities Act and the Exchange Act, and if at any time the Company
is not required to file such reports, it will, upon the request of any Holder of
Registrable  Securities,  make publicly  available other  information so long as
necessary  to  permit  sales  pursuant  to Rule  144 and  Rule  144A  under  the
Securities Act.

                  The Company further  covenants that it will cooperate with any
Holder of Registrable  Securities and take such further reasonable action as any
Holder of  Registrable  Securities may reasonably  request  (including,  without
limitation,  making  such  reasonable  representations  as any such  Holder  may
reasonably request),  all to the extent required from time to enable such Holder
to sell Registrable  Securities  without  registration  under the Securities Act
within the limitation of the exemptions provided by Rule 144 and Rule 144A under
the Securities  Act.  Notwithstanding  the foregoing,  nothing in this Section 6
shall be deemed to require the Company to register any of its  securities  under
any section of the Exchange Act.

                  (b) The Company shall file the reports required to be filed by
it under the Exchange Act and shall comply with all other requirements set forth
in  the  instructions  to  the  appropriate  SEC  Registration   Statement  form
permitting  registration of the Registrable Securities for resale by the Holders
thereof in the manner or manners designated by them.

         5.       Miscellaneous.

                  (a)  Remedies.  In the event of a breach by the Company of its
obligations  under this  Agreement,  each Holder of Registrable  Securities,  in
addition  to being  entitled to exercise  all rights  granted by law,  including
recovery of damages,  will be  entitled  to specific  performance  of its rights
under this  Agreement.  The Company  agrees that  monetary  damages would not be
adequate  compensation  for any loss incurred by reason or a breach by it of any
of the provisions of this Agreement and hereby further agrees that, in the event
of any action for specific performance in respect of such breach, it shall waive
the defense that a remedy at law would be adequate.

                  (b) No Conflicting Agreements. The Company has not entered, as
of the date hereof and shall not, on or after the date of this Agreement,  enter
into any  agreement  with respect to its  securities  which  conflicts  with the
rights granted to the Holders of Registrable  Securities in this Agreement.  The
Company  represents  and  warrants  that the rights  granted  to the  Holders of
Registrable  Securities  hereunder  do not in any way  conflict  with the rights
granted to the holders of the Company's securities under any other agreements.

                  (c) Amendments and Waivers.  The provisions of this Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given, unless the Company has obtained the written consent of Holders
of a Majority of Registrable Securities. Notwithstanding the foregoing, a waiver
or consent to depart from the  provisions  hereof with  respect to a matter that
relates  exclusively  to the rights of holders of Registrable  Securities  whose
securities are being sold pursuant to a Registration Statement and that does not
directly  or  indirectly  affect  the  rights of other  Holders  of  Registrable
Securities  may be given by Holders of at least a  majority  of the  Registrable
Securities  being sold by such Holders;  provided,  that the  provisions of this
sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence.

                  (d) Notices. All notices and other communications provided for
or  permitted  hereunder  shall be made in writing and shall be deemed given (i)
when  made,  if  made by  hand  delivery,  (ii)  upon  confirmation,  if made by
telecopier or (iii) one business day after being deposited with a reputable next
day courier, postage prepaid, to the parties as follows:

                           (x) if to a holder of Registrable Securities,  at the
most current address given by such  holder to the Company in accordance with the
provisions of Section 7(e):
(y)      if to the Company, to:

                                    World Access , Inc.
                                    Suite 2240
                                    945 East Paces Ferry Road
                                    Atlanta, Georgia 30326
                                    Attention:
                                    Telecopy No.: (404) 262-2598

                                    with a copy to:

                                    Rogers & Hardin LLP
                                    2700 International Tower
                                    229 Peachtree Street, NE
                                    Atlanta, Georgia 30303
                                    Attention:  Steven E. Fox, Esq.
                                    Telecopy No.: (404) 525-2224
                                    and

                           (z)      if to the Special Counsel to:

                                    Morris, Manning & Martin, L.L.P.
                                    3343 Peachtree Road, N.E.
                                    Suite 1600
                                    Atlanta, Georgia  30326
                                    Attention: Grant W. Collingsworth, Esq.
                                    Telecopy No.: (404) 365-9532

or to such other address as such Person may have  furnished to the other Persons
identified in this Section 7(d) in writing in accordance herewith.

         Copies  of all  notices,  demands  or  other  communications  shall  be
concurrently  delivered  by the Person  given the same to the Trustee  under the
Indenture at the address specified in the Indenture.

                  (e)  Owner  of  Registrable   Securities.   The  Company  will
maintain, or will cause its registrar and transfer agent to maintain, a register
with respect to the Registrable Securities in which all transfers of Registrable
Securities  of which the  Company has  received  notice  will be  recorded.  The
Company may deem and treat the Person in whose name  Registrable  Securities are
registered  in  such  register  of the  Company  as the  owner  thereof  for all
purposes,  including,  without  limitation,  the  giving of  notices  under this
Agreement.

                  (f)  Approval of Holders.  Whenever the consent or approval of
Holders  of  a  specified  percentage  of  Registrable  Securities  is  required
hereunder, Registrable Securities held by the Company or its affiliates (as such
term is defined in Rule 405 under the  Securities  Act)  (other than the Initial
Purchasers or subsequent  holders of Registrable  Securities if such  subsequent
holders are deemed to be such  affiliates  solely by reason of their holdings of
such Registrable  Securities)  shall not be counted in determining  whether such
consent or approval was given by the Holders of such required percentage.

                  (g)  Successors  and  Assigns.  Any Person who  purchases  any
Registrable  Securities from an Initial Purchaser shall be deemed,  for purposes
of this  Agreement to be an assignee of such Initial  Purchaser.  The  Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
each of the parties  and shall inure to the benefit of and be binding  upon each
holder of any Registrable Securities.

                  (h) Counterparts. This Agreement may be executed in any number
of  counterparts  and by the parties  hereto in separate  counterparts,  each of
which when so  executed  shall be deemed to be  original  and all of which taken
together shall constitute one and the same agreement.

                  (i)  Headings.   The  headings  in  this   Agreement  are  for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof.

                  (j)  Governing  Law. THIS  AGREEMENT  SHALL BE GOVERNED BY AND
CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF  GEORGIA  AS APPLIED TO
CONTRACTS  MADE AND  PERFORMED  WITHIN  THE STATE OF GEORGIA  WITHOUT  REGARD TO
PRINCIPLES OF CONFLICT OF LAWS.

                  (k)  Severability.   If  any  term,  provision,   covenant  or
restriction  of  this  Agreement  is  held  to  be  invalid,  illegal,  void  or
unenforceable,   the   remainder  of  the  terms,   provisions,   covenants  and
restrictions  set forth herein shall remain in full force and effect,  and shall
in no way be affected,  impaired or invalidated  thereby, and the parties hereto
shall use their best efforts to find and employ an alternative  means to achieve
the same or  substantially  the same result as that  contemplated  by such term,
provision,  covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining  terms,
provisions,  covenants and restrictions  without including any of such which may
be hereafter declared invalid, illegal, void or unenforceable.

                  (l)  Entire  Agreement.  This  Agreement  is  intended  by the
parties  as a final  expression  of  their  agreement  and is  intended  to be a
complete and  exclusive  statement of the  agreement  and  understanding  of the
parties  hereto in respect of the subject  matter  contained  herein.  Except as
provided in the Purchase Agreement and the Indenture, there are no restrictions,
promises, warranties or undertakings,  other than those set forth or referred to
herein,  with  respect to the  registration  rights  granted by the Company with
respect to the  securities  sold  pursuant  to the  Purchase  Agreement  and the
Indenture.  This Agreement  supersedes all prior  agreements and  understandings
among the parties with respect to such subject matter.

                  (m)  Attorneys'  Fees. In any action or proceeding  brought to
enforce  any  provision  of this  Agreement,  or where any  provision  hereof is
validly asserted as a defense, the prevailing party, as determined by the court,
shall be entitled to recover reasonable attorneys' fees in addition to any other
available remedy.

                  (n) Further  Assurances.  Each of the parties hereto shall use
all reasonable efforts to take, or cause to be taken, all appropriate action, do
or cause to be done all things reasonably  necessary,  proper or advisable under
applicable law, and execute and deliver such documents and other papers,  as may
be  required  to  carry  out the  provisions  of this  Agreement  and the  other
documents contemplated hereby and consummate the make effective the transactions
contemplated hereby.

                  (o)  Termination.  This  Agreement and the  obligations of the
parties  hereunder  shall  terminate upon the end of the  Effectiveness  Period,
except for any  liabilities or  obligations  under Sections 2(d), 4 or 5 hereof,
each of which shall remain in effect in accordance with their terms.

                  (P) Third  Party  Beneficiaries.  The  Company and the Initial
Purchasers  agree that each Holder  shall be a third party  beneficiary  of this
Agreement.
IN WITNESS WHEREOF,  the parties have executed this Registration Rights
Agreement as of the date first written above.

                                           WORLD ACCESS, INC.

                                           By:     /s/ Mark A. Gergel
                                                   ----------------------------
                                           Name:   Mark A. Gergel
                                           Title:  Executive Vice President and
                                                   Chief Financial Officer

Accepted as of the date first above written:

BT ALEX. BROWN INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED

By:      BT Alex. Brown Incorporated

By:      /s/ Alexander Daignault
         Authorized Signatory
Exhibit 99.1

                                     SUMMARY: COMPANY ANNOUNCES THAT IT
                                              WILL SELL $100 MILLION OF
                                              CONVERTIBLE SUBORDINATED NOTES

                                     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  -September  26, 1997 - WORLD  ACCESS,  INC.  (NASDAQ:  WAXS),
announced  today that it will sell $100 million  aggregate  principal  amount of
convertible  subordinated  notes under Rule 144A of the  Securities  Act of 1933
(plus up to an additional  $15 million to cover  over-allotments,  if any).  The
transaction is expected to close on October 1, 1997.

The net proceeds  from the sale of the notes are  expected to be used  primarily
for potential  acquisitions  of  businesses  and  technology  licenses and other
strategic  initiatives  related to the growth and  development  of the Company's
telecommunications  products  business.  The net proceeds  will also be used for
general corporate purposes,  including new product development, the expansion of
domestic and international sales and marketing efforts and working capital.

The notes bear  interest  at the rate of 4.5% per annum,  are  convertible  into
common stock of the Company at an initial  common  price of $37.03125  per share
and will be due on October 1, 2002.  The Company may not call the notes prior to
October  1,  2000.  The notes will not be  registered  under the  United  States
Securities  Act of 1933  and may not be  offered  or sold in the  United  States
absent registration or an applicable  exemption from registration  requirements.
The issuance of the notes will be structured to allow  secondary  market trading
under Rule 144A of the Securities Act of 1933.

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  also  provides  its
customers  with a broad range of design,  engineering,  manufacturing,  testing,
installation,   repair  and  other   value-added   services.   The   Company  is
headquartered  in Atlanta,  Georgia and conducts its principal  operations  from
facilities located strategically throughout the United States.

This press release does not constitute an offer to sell or the  solicitation  of
an offer to buy any security and shall not constitute an offer,  solicitation or
sales of any  securities in any  jurisdiction  in which such  offering  would be
unlawful.