Contribution/exchange Agreement

CONTRIBUTION/EXCHANGE AGREEMENT


of


AUGUST 11, 2000


among


TELDAFAX AKTIENGESELLSCHAFT


and


NETNET TELEKOMMUNIKATIONS GMBH


and


NEWTEL COMMUNICATIONS GMBH


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This CONTRIBUTION / EXCHANGE AGREEMENT (the "Agreement") is made on 11 August 2000 (the "Signing Date") by


1. TelDaFax Aktiengesellschaft, a public stock corporation under the laws
of Germany, ( "TDF")


and


2. Netnet Telekommunikations GmbH, a company with limited liability under
the laws of Germany, ("Netnet"),


and


3. NewTel Communications GmbH, a company with limited liability under the
laws of Germany, ("NewTel"),


(together the "Companies").


PREAMBLE


A. World Access, Inc., a public stock corporation under the laws of
Delaware, U.S.A., ("WA") intends to acquire a majority stake in TDF. WA
has entered into a share purchase and transfer agreement with certain
shareholders of TDF, dated June 14, 2000, (the "Purchase and Transfer
Agreement") for the acquisition of 41.62% of the issued shares in TDF
(the "Share Purchase and Transfer Agreement").


B. TDF supports WA's intention as it is convinced that the acquisition by
WA of such majority stake and the combination of their respective
German businesses is for the benefit of, and in the best interests of,
both companies and their shareholders.


C. The Companies are wholly owned subsidiaries of WA.


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D. TDF is registered in the commercial register in the local court of
Marburg under HR B 2174. The share capital of TDF currently amounts to
EURO 87,954,360, divided into 33,828,600 non par value shares. TDF has
an authorised capital (genehmigtes Kapital) in an aggregate nominal
amount of EURO 42,900,000 and a conditional capital in the amount of
EURO 42,900,000 to cover the issue of convertible bonds. The shares of
TDF are admitted to the Frankfurt Stock Exchange and listed on the
segment Neuer Markt and on EASDAQ.


E. The management board (Vorstand) of TDF with the consent of the
supervisory board (Aufsichtsrat) is entitled to increase the capital of
TDF by the amount of the authorised capital to the exclusion of
subscription rights of the existing shareholders if, inter alia, the
newly issued shares are used to acquire other businesses. The Vorstand
now intends to make use of this authority to acquire the businesses
operated by the Companies.


F. WA intends to cause the businesses operated by the Companies to be
contributed to TDF against the issue of the shares available under the
authorised capital (genehmigtes Kapital) of TDF to the Companies.


G. For German tax purposes the contribution of the businesses operated by
the Companies shall constitute a transfer of each of the Company's
entire business (Geschaftsbetrieb im Ganzen). For purposes of applying
U.S. federal income tax law under the United States Internal Revenue
Code of 1986, as amended (the "Internal Revenue Code") and the
regulations issued thereunder to the transactions set forth in this
Agreement, and depending upon the ultimate percentage of outstanding
TDF shares WA acquires in TDF, the transfer of the business operated by
NewTel to TDF in exchange for the issuance of TDF shares may be treated
as a taxable sale of such assets under Section 1001 of the Internal
Revenue Code, but the transfer of the assets and liabilities comprising
the business operated by Netnet in exchange for the issuance of TDF
shares is intended to and shall be treated as a tax-free
"reorganisation" under Section 368 (a)(1)(C) of the Internal Revenue
Code. In this regard, this Agreement is intended and shall constitute a
"plan of reorganisation" within the meaning of U.S. Treasury Regulation
Section 1.368-2(g).


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Therefore, the Parties agree as follows:


SS. 1
DEFINITIONS


Agreement Caption Application ss. 2.5 Balance Sheet Assets ss. 3/2 Business ss. 2.1 Companies Caption Contribution Balance Sheets ss. 3.1 Internal Revenue Code Preamble G Netnet Caption New Shares ss. 9.1 NewTel Caption Purchase and Transfer Agreement Preamble A Share Purchase and Transfer Agreement Preamble A Signing Date Caption TDF Caption Transferred Assets ss. 3.3 Transfer Date ss. 2.4 WA Preamble A


SS. 2
CONTRIBUTION OF THE BUSINESSES / ISSUANCE OF SHARES


2.1 Pursuant to the terms and conditions set forth in this Agreement, each
of the Companies agrees to transfer to TDF and TDF accepts the transfer
of each Company's entire business (Geschaftsbetrieb im Ganzen) with all
assets, liabilities


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and contracts (the "Business") operated by each of the Companies as a
contribution in kind (Sacheinlage) against the issue of new shares to
the respective Company. The transfers of the Companies' Businesses are
set out in more detail in ss.ss. 3 to 8 hereto. The transfer or
assignment of the Business shall not include such liabilities under
contracts and any other legal position owed by each of the Companies to
WA and/or its other subsidiaries.


2.2 The Companies and TDF hereby make all declarations and, unless
expressly provided otherwise herein, consummate all actions which are
required to effect the transfer of the Businesses. To the extent that
certain declarations and actions are specifically mentioned in this
Agreement, this is done for the purpose of emphasis and clarification
only.


2.3 The transfers of the Businesses shall become effective between the
parties (schuldrechtlich) and (unless the consent of any third party is
required and outstanding at the Transfer Date) also with title effect
towards third parties (dinglich) upon registration of the capital
increase in the commercial register of TDF contemplated by this
Agreement (the "Transfer Date").


2.4 It is understood that (i) the management board (Vorstand) of TDF and
(ii) the supervisory board (Aufsichtsrat) of TDF each have agreed in
principle to adopt the capital increase contemplated hereby in order to
issue the number of shares to the Companies as set forth in ss. 9. TDF
undertakes to arrange for filing of the registration of the capital
increase contemplated hereby (the "Application") on or immediately
after the period for the acceptance of the Tender Offer contemplated by
the Share Purchase and Transfer Agreement has expired, unless it turns
out that following the Tender Offer WA will not ...