<PAGE>   1
                                                                     EXHIBIT 2.3


                        PURCHASE AND TRANSFER AGREEMENT

                              dated 14 June 2000
                             (the "SIGNING DATE")

                                    between
<TABLE>
<S> <C>                                          <C>
1.  Dr. Henning F. Klose                         hereinafter "KLOSE"

2.  Apax Germany II L.P.                         hereinafter "APAX II"

3.  Apax Funds Nominees Ltd. fr "B" Account      hereinafter "APAX B FUND"

4.  Apax Funds Nominees Ltd. fr "D" Account      hereinafter "APAX D FUND"
                                                 - Apax B Fund and Apax D
                                                 Fund together "APAX FUNDS
                                                 NOMINEES LIMITED" -

5.  AP Vermogensverwaltung Gesellschaft
    burgerlichen Rechts                           hereinafter "AP"

6.  A + M GmbH & Co Vermogensverwaltung KG       hereinafter "A+M"

                                                    - together the "SELLERS" -


                                      and

7.  World Access, Inc.                           - hereinafter the "PURCHASER" -

8.  TelDaFax Aktiengesellschaft
    Marburg/Lahn                                 - hereinafter the "TELDAFAX" -
</TABLE>

<PAGE>   2
                                      -2-

                                   SECTION 1
                                  DEFINITIONS

<TABLE>
<S>                                                             <C>
A+M Call Option                                                 ss 5.2

A+M Option Shares                                               ss 5.2

A+M Put Option                                                  ss 5.2

AP                                                              Caption

Apax Funds Nominees Limited Assets                              Caption

Apax B Fund                                                     Caption

Apax D Fund                                                     Caption

Apax II                                                         Caption

A+M                                                             Caption

Breach of Warranty                                              ss 12.1

Call Option Closing                                             ss 17.2.3

Closing                                                         ss 9.1

Closing Conditions                                              ss 8.1

Closing Date                                                    ss 9.1

Consideration Stock                                             ss 6.1

Consolidated 1999 Financial Statements                          ss 11.3.2.1

Contribution Agreement                                          ss 4.1

Disclosed Information                                           ss 10.2

Exchange Ratio                                                  ss 16.4

Funds                                                           ss 11.1

Interim Financial Statements                                    ss 11.3.2.4

Klose                                                           Caption

Klose Call Option                                               ss 5.2

Klose Option Shares                                             ss 5.2

Klose Put Option                                                ss 5.2

Loss                                                            ss 12.1

Material Adverse Event                                          ss 13.4
</TABLE>


<PAGE>   3

                                      -3-

<TABLE>
<S>                                                             <C>
Material Agreement                                              ss 11.3.12

Offeror                                                         ss 17.4.1

Option Shares                                                   ss 5.2

Put Option Closing                                              ss 17.1.3

Purchaser                                                       Caption

Reasonable Purchaser                                            ss 13.4.4

Registration Rights Agreement                                   ss 5.5

Relevant Percentage                                             ss 6.5

Sales Notice                                                    ss 17.4.1(a)

Sellers                                                         Caption

Signing Date                                                    Caption

Sold Shares                                                     ss 5.1

Stand-Alone Financial Statements                                ss 11.3.2.1

Subsidiaries                                                    ss 3.7

TelDaFax                                                        Caption/ss 2.1

TelDaFax Group                                                  ss 3.7

Tender Offer                                                    ss 16.4
</TABLE>


                                   SECTION 2
                          TELDAFAX AKTIENGESELLSCHAFT

2.1      TelDaFax Aktiengesellschaft, is registered in the commercial register
         of the local court Marburg under HR B 2174 ("TELDAFAX"). TelDaFax
         provides telecommunication services, in particular voice telephony via
         its fixed line network, internet services through its own platform and
         other data and fax transmission services.

2.2      The share capital of TelDaFax currently amounts to 87,954,360, divided
         into 33,828,600 non par value shares. TelDaFax has an authorised
         capital (Genehmigtes Kapital) with an aggregate nominal amount of
         42,900,000 and a conditional capital in the amount of 42,900,000 to
         cover the issue of convertible bonds. The shares of TelDaFax are
         admitted to the regular market of the Frankfurt Stock Exchange,
         segment Neuer Markt, and on the EASDAQ.


<PAGE>   4


                                   -4-

2.3      The Sellers presently hold the following shares in TelDaFax:

         2.3.1    Klose holds 2,756,200 shares equal to 8.15% of the aggregate
                  share capital;

         2.3.2    Apax II holds 3,587,312 shares equal to 10,60% of the
                  aggregate share capital;

         2.3.3    Apax B holds 2,508,076 share equal to 7,41% of the aggregate
                  share capital;

         2.3.4    Apax D holds 3,755,988 shares equal to 11.10% of the
                  aggregate share capital;

         2.3.5    AP holds 1,326,800 shares equal to 3.92% of the aggregate
                  share capital.

         2.3.6    A+M holds 143,492 shares equal to 0,42% of the aggregate
                  share capital.


                                   SECTION 3
                          PARTICIPATIONS OF TELDAFAX

TelDaFax holds shares in the following corporations:

3.1      BNC Kommunikationssysteme GmbH & Co. KG, Bonn, registered in the
         commercial register of the local court in Bonn under HR A 4286,

         Share capital:                      DM 50,000
         Participation of TelDaFax:          100%

3.2      BNC Kommunikationssysteme Verwaltungs GmbH, Bonn, registered in the
         commercial register of the local court in Bonn under HR B 7295,


<PAGE>   5

                                      -5-

         Share capital:                      DM 50,000
         Participation of TelDaFax:          100%

3.3      TelDaFax Telefon, Daten und Fax Transfer Vertriebs GmbH, Marburg,
         registered under HR B 2137 in the commercial register of the local
         court in Marburg,

         Share capital:                      DM 50,000
         Participation of TelDaFax:          100%

3.4      GeoNet Systems GmbH, Marburg, registered in the commercial register of
         Marburg under HR B 2265,

         Share capital:                      DM 100,000
         Participation of TelDaFax:          95%

3.5      Demuth, Dietl & Co. Kommunikationselektronik GmbH, Wetzlar, registered
         in the commercial register of Wetzlar under HR B 1579,

         Share capital:                      DM 462,200
         Participation of TelDaFax:          50,95%

3.6      Internet AG, Global Network, Birkenau, registered in the commercial
         register of Furth/Odenwald under HR B 879,

         Share capital:                      (euro) 13,500,000
         Participation of TelDaFax:          65% (after registration of capital
                                             increases against cash
                                             contributions and contributions in
                                             kind registration is still pending)

3.7      Netztel Plus AG, Heppenheim a.d. BergstraBe, registered in the
         commercial register under HR B5096,

         Share capital:                      (euro) 6.925.000.200


<PAGE>   6

                                      -6-

         Participation of TelDaFax:          81,94%

         The companies listed in 3.1, 3.2 and 3.3 are not engaged in any
         commercial activity. The companies listed in this 3 are collectively
         referred to as the "SUBSIDIARIES". TelDaFax and the Subsidiaries are
         together referred to as the "TELDAFAX GROUP".

                                   SECTION 4
  COMBINATION OF GERMAN BUSINESSES OF PURCHASER AND THE BUSINESS OF TELDAFAX

Purchaser and TelDaFax agree to use good faith efforts to pursue the combination
of their respective businesses in Germany in order to realise synergies to the
largest extent practically possible. The business combination shall be
implemented by taking the following actions:

4.1.     Purchaser shall contribute the German activities of Netnet
         Telekommunikationssysteme GmbH, and NewTel Communications GmbH to
         TelDaFax by way of a capital increase against contribution in kind out
         of authorised capital. TelDaFax and Purchaser and/or affiliates of
         Purchaser shall enter into a contribution agreement by June 30, 2000
         substantially in the form of Exhibit 4.1.2 (the "Contribution
         Agreement") once agreement on the evaluation of the contributed assets
         and the number of shares to be issued has been reached.

4.2.     The management board (Vorstand) of TelDaFax with the consent of the
         supervisory board (Aufsichtsrat) of TelDaFax is entitled to increase
         the capital of TelDaFax 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. TelDaFax and the Sellers undertake to the extent permitted
         under applicable law that Vorstand and Aufsichtsrat will adopt the
         necessary resolution to effec t the capital increase is effected.


<PAGE>   7

                                      -7-

4.3.     As soon as and to the extent legally possible and consistent with the
         best interest of their shareholders TelDaFax and the other German
         businesses of Purchaser shall enter into such agreements of
         combination or co-operation to achieve synergies in the most efficient
         and beneficial way for all parties and the shareholders of Purchaser
         and TelDaFax.

                                   SECTION 5
                    SALE AND TRANSFER, PUT AND CALL OPTION

5.1      Subject to the terms and conditions of this agreement, the Funds
         hereby agree to sell the shares in TelDaFax listed in ss 2.3.2 to 2.3.5
         (the "SOLD SHARES").

5.2      Subject to the terms set forth in ss 17, Klose has the right to sell to
         Purchaser and Purchaser is obliged to buy from Klose all of the shares
         in TelDaFax listed in ss 2.3.1 or any portion thereof (the "KLOSE
         OPTION SHARES"), in up to three instalments in the period beginning on
         the Signing Date and ending on December 31, 2001 ("KLOSE PUT OPTION")
         A + M has the right to sell to Purchaser and Purchaser is obliged to
         buy from A + M all of the shares in TelDaFax listed in 2.3.6 (the
         "A + M OPTION SHARES") in the period beginning on the Closing and
         ending on April 30, 2001 (the "A + M Put Option") in one instalment.
         Purchaser has the right to buy from Klose and Klose is obliged to sell
         to Purchaser all of the Klose Option Shares owned by him at the time
         when Purchaser makes use of this right in the period beginning on
         July 1, 2002 and ending on December 31, 2002 (the "KLOSE CALL OPTION").
         Purchaser has the right to buy from A + M and A + M is obliged to sell
         to Purchaser all of the A+M Option Shares in the period beginning on
         July 1, 2001 and ending on December 31, 2001 (the "A + M CALL
         OPTION"). The shares which are subject to the put and call Options are
         hereinafter together referred to as the "OPTION SHARES". Until the
         options are exercised Klose and A+M will retain and may exercise all
         rights attached to the Option Shares.

5.3      The Sold Shares and Option Shares are represented by global
         certificates which are held in global custody by Clearstream AG. The
         Sold Shares and Option

<PAGE>   8

                                      -8-

         Shares are only deliverable as fractional entitlements to the global
         certificates held by Clearstream AG. The transfer of the Sold Shares
         shall be effected as provided for in Exhibit 5.3 at the Closing. The
         Sold Shares are booked to the following securities accounts:

         5.3.1    The shares held by Apax II are booked to the securities
                  account No. 5 374 898 Bank Code 700 202 70 with Bayerische
                  Hypo- und Vereinsbank.

         5.3.2    The shares held by Apax B are booked to the securities
                  account No. 555 910 44 Bank Code 702 202 00 with BHF Bank AG
                  Munchen.

         5.3.3    The shares held by Apax D are booked to the securities
                  account No. 555 910 51 Bank Code 702 202 00 with BHF Bank AG
                  Munchen.

         5.3.4    The shares held by AP are booked to the securities account
                  No. 2 733 951 Bank Code 700 202 70 with Bayerische Hypo- und
                  Vereinsbank.

         5.3.5    The Klose Option Shares are booked to the securities account
                  No 035 81672 7 with Goldman Sachs & Co., New York.

         5.3.6    The A+M Option Shares are booked to the securities account
                  No. 241925700 with Commerzbank AG.

5.4      The sale and transfer of the Sold Shares and Option Shares hereunder
         shall include all rights and obligations attached to the Sold Shares
         at the Closing or the relevant Option Closing.

5.5      It is understood and agreed that Purchaser will use its reasonable
         best efforts to effect the registration under the Securities Act of
         1933, as amended, of the portion of the Consideration Stock (as
         defined below) to be issued as consideration for the Sold Shares on
         the Form S-4 registration statement to be filed in connection with the
         Tender Offer. If this portion of the Consideration Stock is not
         included on this Form S-4, or if, even if such Consideration Stock can
         be so included on such


<PAGE>   9

                                      -9-

         Form S-4, Purchaser and the Funds determine, based on the advice of
         legal counsel, that the Funds' acquisition of Consideration Stock is
         subject to Rule 145 under the Securities Act of 1933, as amended, or
         that the Funds would be deemed an affiliate (as defined in Rule 144
         under the Securities Act of 1933, as amended) of Purchaser, Purchaser
         and the Funds shall, not later than the Closing Date, enter into a
         registration rights agreement with respect to the Consideration Stock
         with terms substantially similar to the terms in the registration
         rights term sheet attached as Exhibit 5.5.

         Purchaser, Klose and AM, as the case may be, shall, not later than the
         Closing Date, enter into a registration rights agreement with respect
         to the Consideration Stock to be issued as consideration for the
         Option Shares with terms substantially similar to the terms in the
         registration rights agreement term sheet attached as Exhibit 5.4. In
         the event that the Purchaser and the Funds enter into a registration
         rights agreement as contemplated by the foregoing paragraph, such
         Consideration Stock shall, to the extent legally practicable, be
         registered on the same registration statement on Form S-3 contemplated
         by such registration rights agreement and Klose and A+M shall be a
         party to such registration rights agreement in lieu of a separate
         agreement between Purchaser and Klose or A+M.

                                   SECTION 6
                                 CONSIDERATION

6.1      The consideration for the Sold Shares and for the sale of the Option
         Shares shall be the issue to the Sellers of World Access Common Stock
         (the "CONSIDERATION STOCK").

6.2      In exchange for each of the Sold Shares and the Option Shares the
         Purchaser shall issue such number of shares of the World Access Common
         Stock resulting from applying the Exchange Ratio offered in the Tender
         Offer to the Sold Shares, or Option Shares, as the case may be, but in
         no event less than 1.025 shares of World Access Common Stock for one
         TelDaFax share.


<PAGE>   10

                                     -10-

6.3      In the event the Purchaser changes the number or kind of shares of
         World Access Common Stock as a result of a stock split, stock
         dividend, recapitalization, reclassification, reorganisation of
         similar transaction with respect to the outstanding World Access
         Common Stock, and the record date therefore shall be after the date
         hereof and prior to the Closing, the Exchange Ratio shall be
         proportionately adjusted to such manner as Purchaser and the Sellers
         shall agree, which adjustment may include, as appropriate, the
         issuance of securities, property or cash on the same basis as that on
         which any of the foregoing shall have been issued, distributed or paid
         to the holders of World Access Common Stock generally.

6.4      The Consideration Stock shall (save as provided below) be transferred
         to the following securities accounts of Sellers:

         6.4.1    Klose securities account No. 035-81672-7 with Goldman, Sachs
                  & Co., New York;

         6.4.2    Apax II securities account No. 5 374 898 Bank Code 700 202 70
                  with Bayerische Hypo- und Vereinsbank;

         6.4.3    Apax B securities account No. 555 910 44 Bank Code 702 202 00
                  with BHF Bank AG Munchen;

         6.4.4    Apax D securities account No. 555 910 51 Bank Code 702 202 00
                  with BHF Bank AG Munchen;

         6.4.5    AP securities account No. 2 733 951 Bank Code 700 202 70 with
                  Bayerische Hypo- und Vereinsbank;

         6.4.6    A+M securities account No. 2 419 257 00 Bank Code 700 400 41
                  with Commerzbank AG.

6.5      Sellers are entitled to the following percentage of the total
         Consideration Stock (the "Relevant Percentage").


<PAGE>   11

                                     -11-

The Relevant Percentage is for

<TABLE>
<S>           <C>
Apax II        25,5%
Apax B         17,8%
Apax D         26,7%
AP              9,4%
A+M             1,0%
Klose          19,6%
-----         -----
Total         100,0%
</TABLE>


                                   SECTION 7
                                   DIVIDENDS

7.1      TelDaFax has no distributable profits for the fiscal year 1999.

7.2      In respect of the profit distribution of the Subsidiaries listed in ss
         3, Sellers undertake to procure that no profit distribution shall take
         place in the period between the Signing Date and the Closing.


                                   SECTION 8
                              CLOSING CONDITIONS

8.1      The closing of the sale of the Sold Shares shall be subject to the
         following conditions (the "CLOSING CONDITIONS"):

         8.1.1    Clearance by the Federal Cartel Office of all the transactions
                  contemplated by this Agreement pursuant to ss 20 (Merger
                  Control) has been obtained.


<PAGE>   12

                                     -12-

         8.1.2    In Tender Offer enough shares having been tendered so that
                  following the Closing Purchaser will own more than 50% of the
                  then outstanding TelDaFax shares;

         8.1.3    The capital increase to effect the contributions contemplated
                  by the Contribution Agreement having been registered in the
                  commercial register of TelDaFax;

         8.1.4    No Material Adverse Event having occurred and no party having
                  exercised the right to withdraw pursuant to ss 13.

         8.1.5    The shareholders of Purchaser having approved the
                  transactions contemplated by this Agreement including the
                  Tender Offer and the merger agreements of the Purchaser with
                  Communications Telesystems International Inc and Star
                  Telecommunications Inc.

         8.1.6    No laws shall have been adopted or promulgated and no court
                  order of whatsoever nature shall be in effect which prohibits
                  the consummation of the transactions contemplated by this
                  Agreement or having the effect of making the transactions
                  illegal.

         8.1.7    All material consents, approvals and actions of, filing with
                  and notices to any third party or governmental authority
                  required to consummate the transactions contemplated by this
                  Agreement shall have been obtained including, to the extent
                  required, under Hart-Scott Rodino Antitrust Improvements Act
                  of 1976, as amended.

8.2      Purchaser and Sellers shall have the right to withdraw (zurcktreten)
         from this Agreement including the Klose and A+M Put and Call Options
         provided for in ss.ss 5.2 and 17, if (i) the Closing Conditions have
         not been satisfied by September 30, 2000 or (ii) the Supervisory Board
         of TelDaFax does not resolve on the capital increase contemplated by
         the Contribution Agreement, or (iii) the Supervisory Board of TelDaFax
         changes its recommendation to the TelDaFax shareholders to


<PAGE>   13

                                     -13-

         accept the Tender Offer on the basis of its fiduciaries duties owed to
         the outside shareholders in deviation from its resolution adopted on
         June 14, 2000 attached as Exhibit 8.2. by which this Agreement and the
         transactions contemplated herein were approved, or (iv) if the Closing
         Condition in Section ss 8.1.2 becomes impossible due to the acquisition
         by a third party of TelDaFax shares. If by September 30, 2000 all
         Closing Conditions have been satisfied except for the Closing Condition
         in 8.1.2 and 8.1.3, but the Tender Offer has been launched and is
         pending, the right to withdraw may not be exercised prior to October
         31, 2000. Sellers may only jointly exercise this right to withdraw by
         notifying Purchaser accordingly.

8.3      Purchaser, but not Sellers have the right to withdraw from this
         Agreement including the Klose and A+M Put and Call Option, if the
         TelDaFax Supervisory Board fails to take any action required to
         implement the contribution agreed in the Contribution Agreement
         referred to in ss 4.1 or takes any action which makes such
         implementation impossible.

8.4      If Purchaser and / or Sellers withdraw from this Agreement in
         accordance with this ss 8, ss 13.4 or ss 13.5, they shall not be liable
         to the other parties for any damages or for the fulfilment of any other
         obligations under this agreement or in connection with this Agreement
         irrespective of the legal basis on which any claim of such other
         parties is based; provided, however, neither Purchaser nor Sellers
         shall be relieved or released from any liabilities arising out of its
         breach of this Agreement. Selle rs and Purchaser may agree in writing
         on an extension of the periods set forth in ss 8.2.

8.5      If the competent antitrust authorities only clear the transaction
         contemplated by this Agreement subject to modifications, the Closing
         Condition set forth in ss 8.1 shall only be deemed to be satisfied if
         (i) Sellers and Purchaser acting reasonably agree that the modification
         shall be implemented in order to proceed with the Closing or (ii) in
         the event that such modification significantly alters the financial
         expectations of the Purchaser (in respect of the purchase of shares in
         TelDaFax) Sellers ag ree to indemnify Purchaser in full against any
         financial disadvantage resulting from such modification. Sellers and
         Purchaser undertake to negotiate for


<PAGE>   14

                                     -14-

         at least three weeks in good faith with a view to reaching agreement
         on the acceptance of such modification and, if relevant, the payment
         of the appropriate indemnification.

8.6      If the Agreement is terminated in accordance with this ss 8, ss 13.4 or
         ss 13.5 by withdrawal of Purchaser and / or Sellers, each party shall
         be obliged to return all material received from the other side and to
         keep secret and not to use for its purposes all confidential
         information received in the context of this transaction.


                                   SECTION 9
                                    CLOSING

9.1      Representatives of the Funds and Purchaser shall meet on the fifth
         banking day following the satisfaction of the Closing Conditions, or
         on such other day as is mutually agreed between the Funds and
         Purchaser (the "Closing Date"), in order to close the sale of the Sold
         Shares contemplated herein in accordance with ss 9.3 ("CLOSING").

9.2      The Closing shall take place at the offices of Hengeler Mueller Weitzel
         Wirtz in Frankfurt am Main, Bockenheimer Landstra(B)e ss 51, or as such
         other place as is mutually agreed between the parties.

9.3      At the Closing, Purchaser shall procure evidence that the transfer of
         the Consideration Stock will be completed, subject to, and
         simultaneously with the following:

         9.3.1    Delivery by the Funds to Purchaser of the share transfer
                  agreement (Exhibit 5.3) properly executed by the Funds
                  covering all Sold Shares;

         9.3.2    delivery by the Funds of confirmations by their respective
                  custody banks that the Sold Shares are booked as of the
                  Closing Date to the securities accounts specified in ss 5.2
                  substantially in the form of Exhibit 9.3.2;


<PAGE>   15

                                     -15-

         9.3.3    delivery by Sellers to Purchaser of resignation letters of
                  all members of the Supervisory Board of TelDaFax except for
                  one representative for the outside shareholders to be
                  designated by Purchaser.
                  Klose undertakes to take all necessary action to have new
                  Supervisory Board members proposed by Purchaser appointed by
                  the competent court as soon as practically possible;

         9.3.4    delivery by the Funds to Purchaser and by Purchaser to Funds
                  of certificates of Funds and Purchaser, respectively, that the
                  representations and warranties of each of them shall be true
                  and correct in all material respects as of the Closing, or, as
                  the case may be, as of any other point of time specifically
                  mentioned therein. If Funds cannot deliver the certificate
                  because one or more of the representations and warranties have
                  become incorrect, Purchaser is entitled to withdraw from this
                  agreement pursuant to ss 13.4. provided the breach of the
                  representation and warranties constitutes a Material Adverse
                  Event within the meaning of ss 13.4. If the breach does not
                  constitute a Material Adverse Event, Purchaser has the
                  remedies under ss 12;

         9.3.5    execution of the Registration Rights Agreement.


                                   SECTION 10
                                 DUE DILIGENCE

10.1     Giving due consideration to the best interest of TelDaFax and the
         other shareholders and complying with applicable legal restrictions
         regarding confidentiality, Sellers prepared a data room which was open
         for Purchaser in the period from April 25 to May 5, 2000, arranged for
         a management presentation, allowed Purchaser to obtain certain other
         information and documentation upon request, gave Purchaser to
         opportunity to hold interviews with the management of TelDaFax as well
         as to perform on site visits. Sellers undertake to provide Purchaser
         with fur-


<PAGE>   16

                                     -16-

         ther information on the TelDaFax Group upon request after the Signing
         Date of this Agreement to the extent permitted under applicable law.

10.2     For the avoidance of doubt, all information provided to Purchaser and
         referred to in the due diligence reports of Ernst & Young, Frankfurt
         and Clifford Chance Pnder, Frankfurt, as delivered and initialled by
         the parties at the Signing Date or listed in Exhibit 10.2.1, in the
         Business Plan attached as Exhibit 10.2.2 or explicitly disclosed in
         this Agreement shall be deemed to have been disclosed to and being
         known by Purchaser. (the "DISCLOSED INFORMATION").


                                   SECTION 11
                         WARRANTIES AND REPRESENTATIONS

11.1     Funds' Warranties and Representations Regarding their Legal Status

         Apax II, Apax B Fund, Apax D Fund, and AP (the "FUNDS") severally
         warrant and represent at the Signing Date and at the Closing unless
         explicitly stated otherwise:

         11.1.1   Apax Funds Nominees Limited holds 6,264,064 shares of
                  TelDaFax as Nominee for B Account and D Account. Apax Funds
                  Nominees Limited has been duly formed and is validly existing
                  in England under the Companies Act 1985.

         11.1.2   Apax II is a limited partnership duly formed and validly
                  existing under the laws of the State of Delaware.

         11.1.3   AP is a partnership (Gesellschaft burgerlichen Rechts) duly
                  formed and validly existing under German Civil Law.


<PAGE>   17

                                     -17-

         11.1.4   The Funds have the capacity under the applicable laws and
                  their constitutional documents to enter into this Agreement
                  and to perform their obligations hereunder.

         11.1.5   No approval, authorisation or consent under any contract,
                  applicable law and / or constitutional document is required
                  for the Funds to enter in this Agreement and to perform the
                  obligations hereunder. The execution of this Agreement and
                  the performance of the obligations hereunder will not result
                  in the violation of any contract, law applicable to the Funds
                  or provisions of the respective constitutional documents of
                  the Funds.

11.2     The Funds Representations Regarding U.S. Securities Laws

         The Funds severally represent and warrant at the Signing and Closing
         Date

         11.2.1   The Funds are acquiring the Consideration Stock as
                  contemplated by this Agreement for investment purposes and
                  not with a view toward any distribution thereof.

         11.2.2   No Fund will dispose of any of his or its Consideration
                  Stock, other that pursuant to an effective registration
                  statement of Rule 144 or Rule 144A promulgated by the U.S.
                  Securities Exchange Commission (the "SEC") under the U.S.
                  Securities Act of 1933, as amended (the "SECURITIES ACT") (or
                  any similar or analogous rule), unless and until (a) such
                  Fund shall have notified the Purchaser of the proposed
                  disposition and shall have furnished to Purchaser with a
                  statement of the circumstances surrounding the proposed
                  disposition, and (b) if requested by the Purchaser, such Fund
                  shall have furnished the Purchaser with an opinion of counsel
                  reasonably satisfactory in form and substance to the
                  Purchaser and Purchaser's counsel to the effect that (i) such
                  disposition will not require registration under the
                  Securities Act and (ii) appropriate action necessary for
                  compliance with the Securities Act and any applicable U.S.
                  state or local law or non-U.S. law has been taken.


<PAGE>   18


                                     -18-

         11.2.3   Each Fund: (a) is an "ACCREDITED INVESTOR" as that term is
                  defined in Regulation D promulgated by the SEC under the
                  Securities Act and has such knowledge and experience in
                  financial and business matters as to be capable of evaluating
                  the merits and risks of his or its prospective investment in
                  the Purchaser; (b) has received all the information requested
                  by him or it from the Purchaser and considered necessary or
                  appropriate for deciding whether to exchange his or its Sold
                  Shares for Consideration Stock; (c) has the ability to bear
                  the economic risks of such prospective investment; and (d) is
                  able, without materially impairing his or its financial
                  condition, to hold the Consideration Stock for an indefinite
                  period of time and to suffer a complete loss of its
                  investment.

11.3     The Funds' Warranties and Representations Regarding TelDaFax

         The Funds warrant and represent severally as follows at the Signing
         Date and at the Closing unless explicitly stated otherwise:

         11.3.1   Legal Situation

         11.3.1.1 TelDaFax and the Subsidiaries are corporations duly organised
                  and validly existing under the laws of Germany.

         11.3.1.2 Funds have all necessary authority to enter into this
                  Agreement and to implement the transaction contemplated
                  herein.

         11.3.1.3 The statements in ss 2 and ss 3 are correct, true and in no
                  way misleading. The Funds own and have the unrestricted right
                  to sell, vote and transfer the Sold Shares. The Funds do not
                  hold any further shares of, or interest of whatever nature
                  in, TelDaFax other than the Sold Shares and do not have any
                  rights or warrants to acquire further shares of, or interest
                  in, TelDaFax. To the best knowledge of the Funds, no
                  shareholder or group of


<PAGE>   19

                                     -19-

                  shareholders exist which holdings exceed 5% of the issued
                  share capital of TelDaFax.

         11.3.1.4 The Sold Shares are free of encumbrances and of all and any
                  rights or obligations whatsoever, which could be asserted by
                  third parties against the Purchaser and / or TelDaFax.

         11.3.1.5 ss.2.2 correctly sets forth the number of shares of TelDaFax
                  issued and outstanding and the number of authorised but not
                  issued shares. There are no outstanding obligations of
                  TelDaFax to repurchase or otherwise acquire outstanding
                  shares. TelDaFax has not issued any securities convertible
                  into or exchangeable for shares of TelDaFax, or any warrants,
                  options or other rights to acquire shares in or from
                  TelDaFax. There are no outstanding obligations of TelDaFax to
                  issue, or any third party rig hts to call for or otherwise
                  acquire, any shares or securities convertible or exchangeable
                  for shares in TelDaFax.

         11.3.1.6 The share capital of TelDaFax is fully paid in; and there are
                  no contributions in kind outstanding except the contributions
                  to be made under the Contribution Agreement. Cash
                  contributions have been made in full, and contributions in
                  kind have been made which fully cover the amount for which
                  the shares are issued, be it either the minimum amount
                  (geringster Ausgabebetrag) or, if the shares are issued for
                  an amount higher than the minimum amount, such higher amount.
                  Contributions have not bee n reduced by repayments.

         11.3.1.7 TelDaFax has good legal title to the shares in the
                  Subsidiaries. The issued shares of the Subsidiaries are fully
                  paid in except as set forth in Exhibit in 11.3.1.7. The
                  shares are free of encumbrances and of any rights or
                  obligations whatsoever which could be asserted by third
                  parties against the Purchaser and /


<PAGE>   20

                                     -20-

                   or TelDaFax and / or the respective Subsidiaries. None of the
                   Subsidiaries has distributed profits for the fiscal year 1999
                   to TelDaFax. To the best knowledge of the Funds, contrib
                   utions have not been reduced by repayments.

         11.3.1.8  Exhibit 11.3.1.8. contains the Articles of Association as
                   presently in force. To the best of knowledge of the Funds no
                   agreements among the shareholders of any company of the
                   TelDaFax Group exist which relate to the constitution or
                   organisation of any company of the TelDaFax Group or the
                   voting of any shares or interests therein.

         11.3.1.9  To the best knowledge of the Funds as of the Signing Date
                   TelDaFax and its Subsidiaries mentioned in ss 3 are not, and
                   have not agreed to become, a party to agreements in the sense
                   of ss 291 seq. AktG, joint venture agreements, co-operation
                   agreements, partnerships or silent partnership agreements or
                   any other similar contractual arrangement except as shown in
                   Exhibit 11.3.1.9.

         11.3.1.10 As of the Signing Date TelDaFax does not have, and has not
                   agreed, to acquire any interest in any legal entity or
                   partnership other than the Subsidiaries. None of the
                   Subsidiaries has an interest in, or has agreed to acquire any
                   interest to any other legal entity or partnership except as
                   provided for in Exhibit 11.3.1.10.

         11.3.1.11 To the best knowledge of the Funds nothing has occurred
                   (including any failure to act) which renders any company of
                   the TelDaFax Group liable to be struck off the commercial
                   register, and no proceedings have been commenced for its
                   liquidation.


<PAGE>   21

                                     -21-

         11.3.1.12 To the best knowledge of the Funds there exist no
                   shareholders' resolutions with respect to the TelDaFax Group
                   which amend the Articles of Association or other
                   shareholders' resolutions which require registration with the
                   commercial register which are not registered in the
                   commercial register except as set forth in Exhibit 11.3.1.12.

11.3.2   Financial Situation

         11.3.2.1  TelDaFax has provided Purchaser with copies of the individual
                   financial statements of each member of the TelDaFax Group
                   (the "STAND-ALONE FINANCIAL STATEMENTS") and audited
                   consolidated statements of TelDaFax for the fiscal year
                   ending on December 31, 1999 (the "CONSOLIDATED 1999 FINANCIAL
                   STATEMENTS").

         11.3.2.2  The Consolidated 1999 Financial Statements were prepared
                   according to U.S. GAAP, audited and provided with an
                   unqualified opinion by BDO Deutsche Warentreuhand
                   Aktiengesellschaft Wirtschaftsprfungsgesellschaft ("BDO").
                   The Stand-Alone Financial Statements are prepared according
                   to German GAAP.

         11.3.2.3  The Consolidated 1999 Financial Statements and the 1999
                   Stand-Alone Financial Statements of TelDaFax show a true and
                   fair view of the assets, liabilities and state of affairs as
                   well as the profits and losses of each company of the
                   TelDaFax Group or, as the case may be, of TelDaFax and are
                   prepared on a consistent basis with prior years.

         11.3.2.4  To the best knowledge of the Funds, except for normal and
                   recurring year-end adjustments that are not expected to be
                   material in amount, the unaudited interim financial
                   statements for the


<PAGE>   22

                                     -22-

                  first quarter of the fiscal year 2000 (the "INTERIM FINANCIAL
                  STATEMENTS") which have been provided to Purchaser have been
                  prepared in accordance with U.S. GAAP with due care and
                  attention on a consistent basis with previously applied
                  accounting principles and show a reasonably accurate view of
                  the assets , liabilities and state of affairs as well as the
                  profits and losses of the TelDaFax Group as of March 31, 2000
                  and for the period of January 1, 2000 to March 31, 2000.

         11.3.2.5 To the best knowledge of the Funds no insolvency proceedings
                  or composition proceedings with creditors in or out of court
                  have been applied for or initiated by any member of the
                  TelDaFax Group.

11.3.3   Assets

         11.3.3.1 To the best knowledge of the Funds except for retention of
                  title and other collateral rights arising in the ordinary
                  course of business, and except from statutory liens
                  (gesetzliche Pfandrechte), TelDaFax and its Subsidiaries have
                  good legal title free and clear of any security rights,
                  liens, charges, encumbrances or similar rights (dingliche
                  Rechte) to all assets, reflected in the 1999 Financial
                  Statements plus or minus those assets acquired or disposed of
                  in the ordinary course of busines s since January 1, 2000
                  (the "ASSETS").

         11.3.3.2 Subject to fair wear and tear and to Exhibit 11.3.3.2 the
                  Assets, taken as a whole, are to the best knowledge of
                  Sellers in good repair and full working order.

         11.3.3.3 To the best knowledge of the Funds Exhibit 11.3.3.3 lists all
                  trademarks and patents and other material intellectual
                  property rights owned and used by the TelDaFax Group. Subject
                  to the


<PAGE>   23

                                     -23-

                  best knowledge of the Funds, no employees of TelDaFax Group
                  or any third party has or shall have any rights in respect of
                  any trademarks, patents or other intellectual property rights
                  used by any company of the TelDaFax Group.

         11.3.3.4 Subject to the best knowledge of the Funds, the rights,
                  properties and other assets (whether tangible or not)
                  presently owned or leased by or licensed to TelDaFax or any
                  Subsidiary include all rights, properties and other assets
                  necessary to permit them to properly conduct their business
                  according to usual business standards from companies in the
                  telecommunications industry in Germany. To the best knowledge
                  of the Funds, no tangible assets, including all real property
                  and premises used by t he TelDaFax Group in the conduct of
                  its business are charged with any environmental damage.

         11.3.3.5 The TelDaFax Group does not own real property.

11.3.4   Liabilities

         11.3.4.1 To the best knowledge of the Funds and except as set forth in
                  Exhibit 11.3.4.1 as of December 31, 1999 there were no
                  liabilities of TelDaFax and its Subsidiaries which were not
                  sufficiently provided for in the Consolidated 1999 Financial
                  Statements or the Stand-Alone Financial Statements and as of
                  March 31, 2000 there were no liabilities of TelDaFax and its
                  Subsidiaries which were not sufficiently provided for in the
                  Interim Financial Statements.

         11.3.4.2 To the best knowledge of the Funds and except as set forth in
                  Exhibit 11.3.4.2, since March 31, 2000, TelDaFax and the
                  Subsidiaries have not incurred any liabilities or obligations
                  other


<PAGE>   24

                                     -24-

                  than in the ordinary course of business consistent with past
                  practice.

11.3.5   Conduct of Business, Governmental approvals, licenses and permits

         11.3.5.1 To the best knowledge of the Funds the business of TelDaFax
                  and its subsidiaries is and has been materially conducted in
                  accordance with all applicable laws, mandatory rules or
                  requirements of any governmental body or any other authority,
                  and it is and has been conducted in accordance with all
                  applicable laws, mandatory rules or requirements of any
                  governmental body or any other authority in the area of
                  telecommunications. To the best knowledge of the Funds
                  TelDaFax and its Subsidiaries a nd their respective entities
                  have been complied with and discharged all material
                  obligations (including for this purpose all and any
                  securities laws, regulations or ordinances as applicable to
                  TelDaFax, including without limitation the rules, regulations
                  and other requirements applicable to stocks listed on the
                  Frankfurt and EASDAQ stock exchanges, whether material or
                  otherwise) which they are subject to, whether arising under
                  the law, the Articles of Association, an agreement or
                  otherwise.

         11.3.5.2 To the best knowledge of the Funds all members of TelDaFax
                  Group are in possession of all the governmental approvals,
                  licenses and permits necessary and relevant for operating its
                  respective business, as it currently exists. To the best
                  knowledge of the Funds there are presently no apparent
                  indications which could form the basis of a complete or
                  partial revocation of the approvals, licenses or permits. To
                  the best knowledge of the Funds the conditions (Auflagen)
                  accompanying those approvals have been complied with.

<PAGE>   25
                                      -25-


                           11.3.5.3 To the best knowledge of the Funds all
                                    members of TelDaFax Group have in place all
                                    contractual agreements necessary to provide
                                    the services which they are offering. Except
                                    as provided for in Exhibit 11.3.5.3 and
                                    subject the best knowledge of the Funds
                                    during the 12 months ending on the Signing
                                    Date, none of the contractual parties from
                                    which TelDaFax is receiving services or
                                    equipment for its operations has ceased, or
                                    informed any member of the TelDaFax Group
                                    that it shall cease, rendering the services
                                    or supplying the equipment which it is
                                    currently providing or delivering or
                                    informed TelDaFax Group of its intention to
                                    materially alter the terms for providing
                                    such services or supplying the equipment.

                           11.3.5.4 To the best knowledge of the Funds all
                                    members of TelDaFax Group have complied, in
                                    all material respects, with all
                                    requirements, including, but not limited to,
                                    information requirements under any Material
                                    Agreement. If such agreement also contains a
                                    requirement of the other contractual party
                                    to consent to the transaction contemplated
                                    by this Agreement, all necessary consents
                                    are listed in Exhibit 11.3.5.4 and will have
                                    been obtained prior to the Closing. To the
                                    best knowledge of the Funds neither the
                                    execution of this Agreement nor the
                                    conclusion of any other matter contemplated
                                    herein constitutes a breach of any Material
                                    Agreement or will entitle any contractual
                                    party to a Material Agreement to terminate,
                                    modify or to reduce any such Material
                                    Agreement.

                           11.3.5.5 To the best knowledge of the Funds the
                                    TelDaFax Group has not received any
                                    investment grants or other subsidies from
                                    any public authority which may become
                                    repayable in case of failure to comply with
                                    the conditions upon which they were granted.

<PAGE>   26
                                      -26-


                  11.3.6   Litigation

                           11.3.6.1 To the best knowledge of the Funds and
                                    except for litigation with a value
                                    (Gegenstandswert) of less than(e)100,000
                                    in the individual case or per series of
                                    claims having the same cause or basis and
                                    the litigation listed in Exhibit 11.3.6.1,
                                    the companies of TelDaFax Group are not
                                    involved in, nor do they have any knowledge
                                    of any threatened or imminent court
                                    proceedings (including arbitration) either
                                    as plaintiff or defendant. Except for the
                                    proceedings listed in Exhibit 11.3.6.1 and
                                    subject to the best knowledge of the Funds,
                                    there are no pending or threatened
                                    administrative proceedings or investigations
                                    of authorities against the companies of
                                    TelDaFax Group. To the best knowledge of the
                                    Funds there are no circumstances which could
                                    give rise to such court or administrative
                                    proceedings.

                           11.3.6.2 To the best knowledge of the Funds TelDaFax
                                    and its Subsidiaries do not infringe
                                    intellectual property rights of third
                                    parties and third parties do not infringe
                                    intellectual property rights owned by
                                    TelDaFax Group.

                  11.3.7   Employees

                           11.3.7.1 To the best knowledge of the Funds and
                                    except for the employees listed in Exhibit
                                    11.3.7.4, the employment contracts of the
                                    employees of TelDaFax correspond in all
                                    material aspects to the standard forms
                                    attached as Exhibit 11.3.7.1.

                           11.3.7.2 No employment agreement of TelDaFax
                                    employees is subject to any collective
                                    bargaining agreements (Tarifvertrage) and
                                    shop agreements (Betriebsvereinbarungen).
                                    There is no company pension scheme in force.
                                    Except for the works council at the Bonn and
                                    Marburg sites of TelDaFax, the employees of

<PAGE>   27
                                      -27-


                                    TelDaFax have not formed a works council
                                    (Betriebsrat) as of the Signing Date.

                           11.3.7.3 During the last 12 months ending on the
                                    Signing Date there were no works stoppages,
                                    strikes or other disruptions by employees of
                                    TelDaFax or of any of is Subsidiaries.

                           11.3.7.4 To the best knowledge of the Funds except
                                    for the employees listed in Exhibit 11.3.7.4
                                    there are no employment contracts with
                                    employees, managing directors or board
                                    members providing for a total annual
                                    compensation of more than (e) 75,000. No
                                    employees' stock option plan has been, or
                                    will be implemented until Closing neither is
                                    the Company under an obligation to implement
                                    a stock option plan.

                           11.3.7.5 To the best knowledge of the Funds as of the
                                    Signing Date no key employee has terminated
                                    or has threatened to terminate his / her
                                    employment with any company of the TelDaFax
                                    Group since January 1, 2000 except for the
                                    employee listed in Exhibit 11.3.7.5.

                           11.3.7.6 To the best knowledge of the Funds TelDaFax
                                    has not more than 312 employees and the
                                    Subsidiaries in the aggregate have not more
                                    than 198 employees.

                           11.3.7.7 To the best knowledge of the Funds TelDaFax
                                    and the Subsidiaries are not engaged in
                                    temporary employment (Arbeitnehmeruberlas-
                                    sung), neither as a firm hiring out
                                    temporary workers nor as a firm borrowing
                                    employees.

<PAGE>   28
                                      -28-


                  11.3.8   Tax

                           To the best knowledge of the Funds the companies of
                           TelDaFax Group have and / or, as appropriate, will
                           have duly and timely filed all tax returns and all
                           other forms and documents relating to taxes or other
                           public levies (including, but not limited to,
                           notifications regarding social security
                           contributions) required under applicable law to be
                           filed on or before Closing. To the best knowledge of
                           the Funds no tax or social security authority has
                           notified the TelDaFax Group of any alleged inaccuracy
                           or incompleteness or proposed any rectification of
                           such forms or other documents or has threatened any
                           company of the TelDaFax Group with any legal or
                           administrative proceedings in relation thereto. All
                           taxes, ancillary fiscal obligations an all other
                           public levies, including, but not limited to, social
                           security contributions and withholding taxes levied
                           under any applicable law, due and payable on or
                           before Closing, whether on its own account or on
                           account of any third party, have and / or, as
                           appropriate, will have been timely paid. All taxes
                           due and payable on or before December 31, 1999 have
                           been appropriately recorded in the books and records
                           of the appropriate companies and are appropriately
                           reflected in the 1999 Consolidated Financial
                           Statements or any financial statements of the
                           relevant company in the TelDaFax Group and, where not
                           paid, have been reflected as provisions in the
                           Consolidated 1999 Financial Statements.

                  11.3.9   Insurance Policies

                           Sellers have given Purchaser the opportunity to
                           verify the contents of the insurance policies. To the
                           best knowledge of the Funds there are no other
                           insurance policies than those contained in the
                           disclosing information. To the best knowledge of the
                           Funds all insurance premiums under the insurance
                           policies have at all times been paid fully and in a
                           timely manner. To the best knowledge of the Funds
                           there are no outstanding claims in excess of (e)
                           250,000 by the TelDaFax Group against any insurance.
                           To the best

<PAGE>   29
                                      -29-


                           knowledge of the Funds no insurance company has
                           threatened to terminate or initiated termination of
                           the insurance policies.

                  11.3.10  Changes since January 1, 2000

                           To the best knowledge of the Funds the business of
                           TelDaFax Group has been managed and run using the
                           same methods and in a manner consistent with former
                           management techniques so as to ensure continuity of
                           the business and none of the following events haven
                           occurred since January 1, 2000 (except for the events
                           listed in Exhibit 11.3.10):

                           11.3.10.1  A material adverse change in the
                                      financial situation and / or in the
                                      assets and liabilities shown in the
                                      Consolidated 1999 Financial
                                      Statements of the TelDaFax Group and
                                      the Interim Financials Statements or
                                      any event that could cause or
                                      constitute a material adverse change
                                      (including, but not limited to,
                                      contingent liabilities);

                           11.3.10.2  damages or losses being incurred or
                                      suffered by any company of the
                                      TelDaFax Group the amount of which
                                      exceeds (e) 250,000 in the
                                      individual case or (e) 1,000,000
                                      in the aggregate;

                           11.3.10.3  transactions outside the ordinary
                                      course of business;

                           11.3.10.4  payments of hidden dividends
                                      (verdeckte Gewinnausschuttung).

                  11.3.11  Relations to the Funds

                           11.3.11.1  Neither any of the Funds nor any
                                      affiliates or related parties
                                      thereof has granted any loans to
                                      TelDaFax or any of the Subsidiaries
                                      which are still outstanding and
                                      there are no other

<PAGE>   30
                                      -30-


                                      agreements between any of the Funds,
                                      affiliates or related parties
                                      thereof with TelDaFax or any of the
                                      Subsidiaries.

                           11.3.11.2  Neither TelDaFax nor any of the
                                      Subsidiaries has any outstanding
                                      payment claims against, or payment
                                      obligations to any of the Funds or
                                      any affiliates or related parties
                                      thereof.

                           11.3.11.3  Neither TelDaFax nor any of the
                                      Subsidiaries has assumed or is
                                      liable for any obligations of any of
                                      the Funds or any affiliates or
                                      related parties thereof.

                  11.3.12  Material Agreements

                           To the best knowledge of the Funds all Material
                           Agreements have been disclosed as part of the
                           due diligence process as described in Section
                           10.1. For the purposes of this provision, the
                           term "MATERIAL AGREEMENTS" shall refer to any
                           agreement, contract or commitment relating to
                           or binding upon any company of the TelDaFax
                           Group, its business or its properties which (i)
                           calls, whether as an actual or contingent
                           liability, for the payment or re-payment by any
                           company of the TelDaFax Group of (e) 500,000
                           or more in any 12 month period, or (ii) the
                           delivery by any company of the TelDaFax Group
                           of goods or services with a fair market value
                           of (e) 500,000 or more in any 12 month
                           period, or (iii) provides for any company of
                           the TelDaFax Group to receive any payments, or
                           any property with a fair market value of
                           (e) 500,000 or more in any 12 month period,
                           or (iv) which is not terminable by the relevant
                           company in the TelDaFax Group, without payment,
                           on less than 12 months' period or (v) which can
                           be adversely or terminated as an effect of any
                           of the transactions contemplated herein or (vi)
                           which restricts the ability of any company in
                           the TelDaFax Group to compete geographically or
                           in any particular line of business or (vii)
                           which must be deemed, using a sound commercial
                           judgement, material for the business of the
                           TelDaFax Group. To the best knowledge of
                           Sellers none of the companies of the TelDaFax
                           Group is in violation or breach of or default


<PAGE>   31
                                      -31-


                           under any Material Agreement, is any other
                           party to any such contract in violation or
                           breach or other default under any such contract
                           except for Deutsche Telekom.

         11.4     Purchaser's Warranties and Representations

                  Purchaser warrants and represents as follows:

                  11.4.1   Purchaser has been duly incorporated and is an
                           existing corporation under the laws of Delaware.

                  11.4.2   Purchaser has all necessary authority to enter into
                           this Agreement and the Registration Rights Agreement
                           and to implement the transactions contemplated herein
                           and therein.

                  11.4.3   All of the issued shares of capital stock of the
                           Purchaser have been duly and validly authorised and
                           issued and are fully paid and non-assessable.

                  11.4.4   The Consideration Stock has been duly and validly
                           authorised and, when issued and delivered as provided
                           herein, will be duly and validly issued and fully
                           paid and non-assessable and upon effectiveness of the
                           shelf registration statement, duly listed and
                           admitted for trading on the Nasdaq Stock Market's
                           National Market.

                  11.4.5   The holders of the issued and outstanding shares of
                           capital stock of Purchaser are not entitled to
                           pre-emptive or other rights to acquire the shares of
                           Consideration Stock to be acquired by Sellers
                           pursuant to this Agreement.

                  11.4.6   In issuing and selling the Consideration Stock to the
                           Sellers as contemplated herein, complying with all of
                           the provisions of this Agreement and consummating the
                           transactions contemplated herein, Purchaser has
                           complied with and discharged all material obligations
                           to which it is subject,

<PAGE>   32
                                      -32-


                           whether arising under law, its Articles of
                           Incorporation, an agreement or otherwise subject to
                           the matters set forth on Exhibit 11.4.7 and obtaining
                           the consents listed on Exhibit 11.4.6.

                  11.4.7   Except as provided for in Exhibit 11.4.7, no consent,
                           approval or filing of or with any U.S. federal or
                           state governmental agency is required for the issue
                           and sale of the Consideration Stock to the Sellers or
                           consummation of the transactions contemplated herein
                           other than the registration of the Consideration
                           Stock under the Securities Act.

         11.5     Klose's Warranties and Representations

                  Klose warrants and represents at the Signing Date in the form
                  of an independent guarantee:

                  11.5.1   Klose holds 2,756,200 shares of TelDaFax.

                  11.5.2   No approval, authorisation or consent under any
                           contract and / or applicable law is required for
                           Klose to enter in this Agreement and to perform the
                           obligations hereunder. The execution of this
                           Agreement and the performance of the obligations
                           hereunder will not result in the violation of any
                           contract and / or law applicable to Klose.


                                   SECTION 12
                                    REMEDIES

         12.1     If a warranty or representation given by the Funds in ss. 11
                  is incorrect at the Signing Date or at the Closing ("BREACH OF
                  WARRANTY"), the Funds shall indemnify Purchaser against the
                  loss, damage, cost or expense (the "LOSS") suffered or
                  incurred by Purchaser as follows: (i) in the event the Loss
                  suffered is attributable to a diminution in the value of the
                  TelDaFax Group, the amount of the Loss for which the Purchaser
                  shall be indemnified by the Sellers shall equal 33.05% of the
                  aggregate

<PAGE>   33
                                      -33-


                  diminution in the value of the TelDaFax Group; and (ii) in the
                  event that Purchaser is able to show that the Loss suffered by
                  Purchaser is attributable to other than diminution in the
                  value of the TelDaFax Group then Sellers shall indemnify
                  Purchaser against 100% of such Loss. As long as and to the
                  extent that Sellers are holders of the shares of Consideration
                  Stock received pursuant hereto indemnification within the
                  meaning of this section shall be satisfied by transferring
                  such shares of Consideration Stock back to Purchaser having a
                  value equal to the loss. Thereafter or to the extent Losses
                  are not covered by retransfer of such shares of Consideration
                  Stock Sellers shall indemnify Purchaser by way of a cash
                  payment. For purposes of discharging the indemnification
                  obligation the shares of Consideration Stock shall be deemed
                  to have a value which is equal to the closing quotation on the
                  Nasdaq National Market on the Signing Date.

         12.2     The Purchaser shall only be entitled to assert claims under
                  this ss. 12 if they exceed (together with any claims for
                  indemnification under ss. 13.4) the amount of (e) 1,750,000
                  in the aggregate, but then only for the exceeding amount.

         12.3     All claims under this ss. 12 based on a Breach of Warranty
                  shall be limited in the aggregate to an amount equal to 33% of
                  the Consideration Stock or, in case of indemnification by way
                  of payment in cash, its value as of the Signing Date.

         12.4     The foregoing basket (ss. 12.2) and cap (ss. 12.3) shall not
                  apply to a Breach of Warranty of ss.ss. 11.1, 11.2, 11.3.1.3,
                  11.3.1.4, 11.3.1.5, 11.3.1.7 and 11.5 or in cases where
                  Purchaser is able to show that a Breach of Warranty was known
                  to the Funds at the Signing Date, but not disclosed, provided
                  however that the liability of the Funds can never exceed the
                  value of the Consideration Stock received as of the Signing
                  Date.

         12.5     Any claim of the Purchaser under this ss. 12 is excluded if
                  and to the extent that:

                  12.5.1   the Loss has been compensated to the Purchaser or to
                           the applicable company of the TelDaFax Group, as the
                           case may be, by virtue of an existing

<PAGE>   34
                                      -34-


                           insurance policy net of any increase in premiums
                           arising, or likely to arise, out of the payment of
                           such compensation;

                  12.5.2   the damage arising from the Breach of Warranty has
                           been compensated to the Purchaser or to the
                           applicable company of the TelDaFax Group, as the case
                           may be, by a third party other than an insurance
                           company;

                  12.5.3   the circumstances constituting the Breach of Warranty
                           have been known to the Purchaser before the Signing
                           Date by means of the Disclosed Information;

                  12.5.4   the Breach of Warranty is directly and adequately
                           caused by a change after the Closing of the corporate
                           or tax structure or the accounting policies of
                           TelDaFax and its Subsidiaries;

                  12.5.5   the Breach of Warranty is directly and adequately
                           caused by an action or omission (in both cases
                           outside the ordinary course of business) after the
                           Closing of the Purchaser, TelDaFax or its
                           Subsidiaries or any other person whose action or
                           omission is attributable to the Purchaser within the
                           meaning of Section 278 BGB;

                  12.5.6   the Breach of Warranty has the effect of decreasing
                           the tax burden of the Purchaser or TelDaFax or its
                           Subsidiaries, by way of any final tax savings,
                           provided that there are no offsetting tax detriments;

                  12.5.7   reserves contained in the Consolidated 1999 Financial
                           Statements expressly and specifically identified and
                           established for purposes of such Loss - to the extent
                           not reduced or otherwise used prior to the Closing -,
                           which are used or can be used pursuant to U.S. GAAP
                           to offset such Loss provided however that if risk
                           materialises for which such reserves were made, but
                           such reserves were not sufficient to offset the Loss
                           incurred, Purchaser is entitled to claim the
                           exceeding amount as Loss.

<PAGE>   35

                                      -35-


         12.6     In case of a claim under ss. 11.3.8 (Tax), the following
                  limitations apply in addition to the provisions of the
                  preceding subsections 12.1 to 12.5:

                  12.6.1   If and to the extent that in a tax audit (Steuerliche
                           Au(beta)enprufung) the profits for tax purposes are
                           increased (for example as a result of non-recognition
                           of deprecations or provisions), but such increase
                           will lead to a decrease of profits for tax purposes
                           in later years (tax accelerations), the amount
                           payable to Purchaser under 12.1 shall be limited to
                           the financing cost of the additional tax liability
                           beginning on the date on which the additional tax
                           liability becomes due pursuant to the relevant tax
                           assessment up to the time when the tax decreasing
                           effects - if applicable on a pro rata basis -
                           realises, whereby the financing cost shall be
                           calculated on the basis of an interest rate of 5%
                           p.a. above the - basic interest rate (Basiszinssatz)
                           relevant for that period of time.

                  12.6.2   If and to the extent that additional corporate income
                           tax is payable by TelDaFax or any of its Subsidiaries
                           and as a result the equity available for distribution
                           which is subject to corporate income tax (mit
                           Korperschaftsteuer belastetes verwendbares
                           Eigenkapital) is increased, such additional taxes are
                           not deemed to constitute a damage to the extent of
                           the corresponding corporate tax credit including the
                           reduction amount (Minderungsbetrag) which is realised
                           at the time of distribution; this restriction shall
                           only apply if and to the extent that the Sold Shares
                           are held by an entity which is entitled to the
                           corporate income tax credit.

         12.7     Notwithstanding the foregoing subsections 12.1 and 12.5 and
                  12.6, the general principles pursuant to ss.ss. 249 seq. and
                  254 BGB regarding the calculation and assessment of
                  reimbursable damages and the duty to mitigate damages remain
                  unaffected.

         12.8     To the extent that representations and warranties are
                  qualified by reference to the best knowledge of the Funds, the
                  knowledge has to be established of the Funds separately.

<PAGE>   36
                                      -36-


                  To establish knowledge of the Funds: the knowledge of the
                  following members of the Supervisory Board of TelDaFax:
                  Messrs. Halusa and McMonigall.

         12.9     The Funds are not jointly liable for any damage payable to the
                  Purchaser, but only severally on a pro rata basis according to
                  the Relevant Percentage of the Consideration in ss. 6.4
                  (Consideration Stock). The cap pursuant to ss. 12.3 shall be
                  allocated in the same manner and applied on a pro rata basis
                  for each the Funds.

         12.10    The statute of limitations for claims for Breach of Warranty
                  shall be as follows:

                  12.10.1  Claims for legal defects (Rechtsmangel) within the
                           meaning of section 434 German Civil Code relating to
                           the Sold Shares shall be barred in accordance with
                           the applicable provisions of German law;

                  12.10.2  all other claims excepts under ss. 11.2.8 (Tax) shall
                           be barred after eighteen months from Closing;

                  12.10.3  claims under ss. 11.2.8 (Tax) shall be barred six
                           months after the right of the competent authority to
                           asses or to change the relevant tax assessment for
                           the period up to December 31, 1999 ended, however, in
                           any case not prior to the end of the time limits set
                           forth in sub-section 12.10.1 and 12.10.2 with the
                           exception of claims under ss. 11.2.8 resulting from
                           the fact that persons who were treated by TelDaFax
                           at the Signing Date as free agents (Handelsvertreter)
                           have to be treated as employees for tax and/or social
                           security purposes pursuant to binding decisions of
                           competent authorities shall be barred after twelve
                           months from Closing.

                  The statute of limitations shall be interrupted (unterbrochen)
                  or extended (gehemmt) in accordance with the applicable
                  provisions of German law. In case of interruption the new
                  statute of limitations beginning after the end of the
                  interruption (section 217 German Civil Code) shall be 6
                  months; provided, however, that the


<PAGE>   37
                                      -37-


                  period prior and after the interruption in the aggregate shall
                  not be less than eighteen months.

         12.11    Indemnifications by the Funds made according to this ss. 12
                  constitute in the relationship between Funds and Purchaser a
                  reduction of the value of the Consideration Stock and, to the
                  extent they are made directly to a corporation belonging to
                  the TelDaFax Group, in the relationship between Purchaser and
                  the relevant corporation a capital contribution (Einlage).

         12.12    The Funds intend to take out insurance policies providing
                  coverage for such amounts as could be payable by the relevant
                  Fund to Purchaser in respect of any breach and warranties set
                  forth in ss. 11. The Funds herewith assigns any claims under
                  such insurance policies, provided that the mere fact of the
                  assignment of such claims does not affect the obligations of
                  the Funds under this Section 12. The Funds undertake to
                  provide Purchaser with the relevant information and
                  documentation, if they take out the insurance policies and to
                  make all necessary payments thereunder and keep them in full
                  force and effect as long as payment obligations of the Funds
                  to Purchaser subsist. To the extent Purchaser receives
                  payments under the insurance policies, its claims for Breach
                  of Warranties are reduced by such payments. Any limitations on
                  claims of Purchaser as set forth in ss. 12 remain uneffected.


                                   SECTION 13
                           EXCLUSION OF FURTHER CLAIMS

         13.1     The provisions of ss.ss. 11 and 12 of this Agreement represent
                  the full and entire agreement of the parties with regard to
                  the consequences of a violation of any representations and
                  warranties of the Sellers.

         13.2     Any further claims of the Purchaser and the Sellers relating
                  to this Agreement and the transactions contemplated herein for
                  a reduction of the Purchase Price, rescission of the
                  Agreement, payment of damages or otherwise, whether on the
                  basis

<PAGE>   38
                                      -38-


                  of violation of pre-contractual duties of care (culpa in
                  contrahendo), voidability (Anfechtbarkeit) at any other cause
                  of action, shall be excluded.

         13.3     Claims based on deliberate misconduct (vorsatzliches Handeln)
                  are not limited by any of the provisions of this Agreement.

         13.4     Subject to ss. 13.6 below, Purchaser shall be entitled
                  (without penalty or liability) to withdraw from this Agreement
                  including the Klose and A+M Put and Call Optionprior to
                  Closing if any of (but limited to) the following material
                  adverse events ("MATERIAL ADVERSE EVENT") should occur:

                  13.4.1   any of the representations of warranties given in
                           ss.ss. 11.1, 11.2, 11.3.1, 11.3.2.3, 11.3.2.4,
                           11.3.2.5, 11.3.12 and 11.5 being or becoming
                           incorrect;

                  13.4.2   any of the approvals, licences or permits necessary
                           and relevant for TelDaFax to continue the business
                           activities as they existed on the Signing Date being
                           revoked after the Signing Date;

                  13.4.3   TelDaFax entering into a Material Agreement outside
                           the ordinary course of business consistent with past
                           practice, or entering into or agreeing to enter into
                           any contracts or arrangements or the type referred to
                           in ss.ss. 11.2.1.9 and 11.2.1.10. without consent of
                           Purchaser after the Signing Date;

                  13.4.4   there having occurred after the Signing Date any
                           event, fact or circumstance that, individually or
                           when considered with any other matter or event, fact
                           or circumstance (including, without limitation, any
                           of the other matters listed in this subsection 13.4),
                           would make or be likely to make a reasonable
                           purchaser, willing to buy the Sold Shares for the
                           consideration and on the terms set out in this
                           Agreement taking into account any diminution in the
                           value of the Consideration Stock from the Signing
                           Date (the "REASONABLE PURCHASER"), to seek a
                           reduction in the value of such consideration in an
                           amount equal to or exceeding 33% of the value of the
                           Consideration Stock as of the Signing Date, provided
                           however that in themselves none of

<PAGE>   39
                                      -39-


                           the following events will (in and of themselves) be
                           considered as constituting a material adverse event
                           for these purposes: (i) a fall in the listed stock
                           price of TelDaFax on the Neuer Markt of the Frankfurt
                           Stock Exchange and / or EASDAQ, (ii) a change in the
                           economic situation in Germany or the condition of the
                           financial markets in general (iii) a change in the
                           services and pricing of competitors of TelDaFax to
                           any third party and (iv) changes in applicable laws
                           and/or regulations.

                  13.4.5   failure of Sellers and /or TelDaFax to perform or
                           comply with any of the covenants or agreements
                           contained herein required to be performed, or
                           complied with, at or prior to the Closing, which
                           failure, individually or when considered with any
                           other such failures or any of the other matters
                           listed in this subsection 13.4, would make or be
                           likely to make a Reasonable Purchaser to seek a
                           reduction in the value of such consideration in an
                           amount equal to or exceeding 33% of the Consideration
                           Stock as of the Signing Date; provided, however, that
                           in the event that a matter or matters of the type
                           described in this ss. 13.4.5 (notwithstanding the 33%
                           qualification contained therein) arises or occurs
                           and, due to the fact that such 33% qualification has
                           not been satisfied. Purchaser is not entitled to
                           withdraw from this Agreement pursuant to this ss.
                           13.4, then Sellers and/or TelDaFax as applicable
                           undertake to indemnify Purchaser against such Loss.

         13.5     Subject ss. 13.6 below, the Sellers shall be entitled (without
                  penalty or liability) to withdraw from this Agreement prior to
                  the Closing if any of (but limited to) the following material
                  adverse events should occur after the Signing Date which
                  should be deemed for the purpose of ss. 8.1.4 to also
                  constitute Material Adverse Events:

                  13.5.1   any of the warranties given in ss. 11.4 being or
                           becoming incorrect in any material respects;

                  13.5.2   any of the material approvals, licences or permits
                           necessary and relevant for Purchaser and its
                           affiliates to continue the business activities as
                           they existed on the Signing Date being revoked;


<PAGE>   40
                                      -40-


                  13.5.3   there having occurred after the Signing Date any
                           event that, individually or when considered with any
                           other matter or event, would make or be likely to
                           make a reasonable purchaser, willing to buy the
                           Consideration Stock in exchange for the Sold Shares
                           and on the terms set out in this Agreement taking
                           into account any diminution in the value of the Sold
                           Shares from the Signing Date, to seek a reduction in
                           the value of such consideration in an amount equal to
                           or exceeding 33% of the value of the Consideration
                           Stock as of the Signing Date, provided however that
                           in themselves none of the following events will be
                           considered as constituting a material adverse event
                           for these purposes: (i) a fall in the listed stock
                           price of World Access on the Nasdaq National Market,
                           (ii) a change in the economic situation in the United
                           States or the condition of the financial markets in
                           general or (iii) changes in applicable laws and/or
                           regulations.

         13.6     In case of any of the above material adverse events, each
                  party upon becoming aware of the same shall forthwith inform
                  all other parties. The parties undertake to negotiate in good
                  faith for two weeks to amend this Agreement so that it becomes
                  acceptable to both Sellers and Purchaser under the changed
                  circumstances before exercising its right to withdraw. Sellers
                  may only jointly exercise the right to withdraw pursuant to
                  ss. 13.5 by notifying Purchasers accordingly.


                                   SECTION 14
                                   INFORMATION
                             CONDUCT OF PROCEEDINGS
                                 ACCESS TO FILES

         14.1     Upon making a claim under this Agreement, Purchaser shall use
                  all reasonable endeavours to procure that the Funds are
                  informed, and are kept informed, promptly and fully of all
                  circumstances involving such claim of Purchaser against the
                  Funds hereunder, and shall make available to the Funds copies
                  of all relevant documents. Purchaser shall give the Funds
                  opportunity to take part at their own expense in all relevant
                  meetings and negotiations. As between Purchaser and


<PAGE>   41
                                      -41-


                  the Funds, a settlement (Vergleich), waiver (Verzicht) or
                  acknowledgement (Anerkenntnis) by Purchaser or any corporation
                  belonging to TelDaFax Group shall not contribute evidence for
                  the factual situation or legal position underlying the
                  compromise, waiver or acknowledgement.

         14.2     If and as far as circumstances could give rise to a claim of
                  Purchaser against the Funds hereunder, Purchaser shall use all
                  reasonable endeavours to procure that the Funds are informed
                  of any reports, written opinions given by the tax authorities
                  in connection with the tax audit before the final meeting
                  (Schlu(beta)bericht) and are given the opportunity to take
                  part at their own expense in all meetings with the tax
                  authorities in the context of tax audits and tax assessments
                  relating to period until December 31, 2000, as well as to
                  present their position to the tax authorities in writing. If
                  Purchaser or TelDaFax or any of its Subsidiaries intend to
                  give any written statements to tax authorities referring to
                  periods until December 31, 2000 and relevant for the Funds'
                  position, Purchaser undertakes to inform the Funds in time of
                  such intent so that the Funds can review the intended
                  statements and comment thereon.

                  Upon request and at cost of the Funds, Purchaser shall use all
                  reasonable efforts to procure that all available remedies are
                  used against tax assessments assessing taxes for the period
                  until December 31, 2000, which could result in a claim of
                  Purchaser against the Funds. To the extent remedies cannot be
                  sought in time for reasons of delayed transmission of tax
                  assessments and other documents to the Funds, claims of the
                  Purchaser in respect of the additional tax liability which was
                  to be contested by such remedy shall be excluded. Court
                  proceedings shall be conduced jointly by Purchaser and the
                  Funds, and sentences 1 and 2 of this subsection 14.2 shall
                  apply mutatis mutandis. Purchaser shall use all reasonable
                  efforts to procure that a settlement, waiver or
                  acknowledgement is not entered or not declared into except
                  with the consent of the Funds.

         14.3     Purchaser shall procure that the Funds are granted reasonable
                  access on reasonable notice to all files, documents and
                  information directly relating to tax assessments



<PAGE>   42
                                      -42-


                  against the Funds or affiliates of the Funds, or which are
                  otherwise reasonably required by the Funds.

         14.4     It is agreed that the provisions of this ss. 14 shall not
                  apply so as to require the Purchaser to provide any
                  information or documentation or allow the Funds access to any
                  meetings or negotiations where, to do so, would in Purchaser's
                  reasonable opinion be, or might be, unlawful or detrimental to
                  its legitimate commercial interest or those of any affiliated
                  company (including all and any members of the TelDaFax Group).

                                   SECTION 15
                CONDUCT OF THE BUSINESS UNTIL TRANSFER OF SHARES

         15.1.    The Funds, A+M and Klose shall use their best endeavours to
                  procure (including, without limitation, by voting any shares
                  over which they have control) that (i) the business of
                  TelDaFax Group is continued in the ordinary course of business
                  in the period between signing of this Agreement and the
                  Closing and the Purchaser has appropriate access to the
                  management of TelDaFax Group during this period of time, that
                  (ii) no steps are taken by TelDaFax which are, or could be,
                  using a sound commercial judgement, detrimental to the
                  transaction contemplated by this Agreement and that (iii) no
                  action is taken by TelDaFax which would require shareholders'
                  or supervisory board's approval.

         15.2     TelDaFax undertakes not to acquire directly or indirectly any
                  interest in any legal entity or partnership other than the
                  Subsidiaries without the consent of the Purchaser which shall
                  not be unreasonably withheld.

         15.3     TelDaFax undertakes not to become a party to agreements in the
                  sense of ss.ss. 291 seq. AktG, joint venture agreements,
                  co-operation agreements, partnerships or silent partnership
                  agreements or any other similar contractual arrangement and to
                  procure that the Subsidiaries do not enter into any of those
                  agreements without the consent if the Purchaser which shall
                  not be unreasonably withheld.
<PAGE>   43
                                      -43-


         15.4     TelDaFax undertakes not to enter into, or terminate or
                  materially amend, any Material Agreement without the consent
                  of Purchaser which shall not be unreasonably withheld.

                                   SECTION 16
               CONFIDENTIALITY/PUBLIC ANNOUNCEMENT/TAKE-OVER CODE

         16.1     The parties will keep the contents of this Agreement and any
                  information provided in connection with the transaction
                  contemplated hereunder confidential. Any public announcement
                  including, but not limited to an announcement pursuant to the
                  WpHG (Wertpapierhandelsgesetz = Securities Trading Act) and /
                  or press statement to be made after the Signing Date shall be
                  agreed between the parties in advance.

         16.2     Notwithstanding the foregoing, the Purchaser shall be entitled
                  to make, without the consent of any Seller, any such
                  disclosures or announcements as may be required by law or by
                  any regulatory, governmental or other authority (including the
                  U.S. Securities Exchange Commission and Nasdaq National
                  Market) in connection with the transactions contemplated
                  hereunder.

         16.3     After the Closing, the Funds and Purchaser will comply with
                  the notification duties pursuant to ss. 20 Stock Corporation
                  Act and ss. 21 Securities Trading Act, to the extent
                  applicable.

         16.4     It is the current intention of the Purchaser to comply with
                  the Take-Over Code of the Exchange Expert Commission, as
                  amended. Purchaser agrees subject to ss. 8 to launch a tender
                  offer (the "TENDER OFFER") for all the shares of TelDaFax as
                  soon as reasonably practicable pursuant to which each share of
                  TelDaFax would receive 1.025 shares of World Access Common
                  Stock ("EXCHANGE RATIO") conditioned upon receipt of all
                  necessary approvals (including, without limitation, approval

<PAGE>   44
                                      -44-


                  of the shareholders of Purchaser) and registration of the
                  shares of the World Access Common Stock to be issued in the
                  Tender Offer.

         16.5     The Funds and A+M undertake not to sell, pledge, hypothecate,
                  or otherwise transfer any shares of TelDaFax stock owned or
                  controlled by them directly or indirectly (including any
                  shares acquired after the date hereof), except pursuant to
                  this Agreement. If, after the Closing, the Funds decide to
                  sell their shares in Purchaser, Purchaser and the Funds agree
                  to co-operate in an effort to have such shares sold
                  institutionally rather than on the open market.

                                   SECTION 17
                               PUT AND CALL OPTION

         17.1     Klose can exercise the Klose Put Option in up to three
                  instalments by giving written notice to Purchaser in
                  accordance with ss. 26 in the period beginning on the signing
                  Date and ending on December 31, 2001. Upon receipt of the
                  notice a purchase contract is deemed to be entered into with
                  the following terms:

                  17.1.1   In exchange for each Option Share sold, the Purchaser
                           shall issue the number of World Access Common Stock
                           as provided for in ss. 6.2.

                  17.1.2   If the Put Option is exercised prior to the Closing
                           Klose shall be deemed to give the same
                           representations and warranties as the Funds in ss.
                           11, provided that all references to the Funds are
                           deemed to be refer to Klose and all references to the
                           Sold Shares are deemed to refer to the Klose Option
                           Shares. ss.ss. 12, 13.1 to 13.3 and 14 shall apply
                           accordingly, in particular (i) the relevant
                           percentage in ss. 12.1 shall be equal to the
                           percentage of the share capital sold, (ii) and the
                           statute of limitations shall run from the Option
                           Closing and (iii) the knowledge of all members of the
                           Board of Management of TelDaFax Messrs. Klose,
                           Legner, Meier shall be attributed to Klose. If the
                           Put Option is exercised after the Closing Klose


<PAGE>   45
                                      -45-


                           shall be deemed to give only the representation in
                           ss. ss. 11.3.1.2, 11.3.1.3 sentence 2, 11.3.1.4 and
                           ss. 11.2.

                  17.1.3   The sale under the Put Option shall be closed as soon
                           as the Purchaser can deliver the Consideration Stock
                           but in no event earlier than the Closing (the "PUT
                           OPTION CLOSING"). If the Purchaser has enough
                           authorized shares the Put Option Closing shall take
                           place within three business days after receipt of the
                           exercise notice.

                  17.1.4   At the Put Option Closing Purchaser shall procure
                           evidence that the transfer of the Consideration Stock
                           for the respective number of Option Shares will be
                           completed, subject to, and simultaneously with the
                           following:

                           17.1.4.1   Delivery by Klose to Purchaser of
                                      the share transfer agreement in the
                                      form of Exhibit 5.3 properly
                                      executed by the Klose covering all
                                      Option Shares sold;

                           17.1.4.2   Delivery of Klose of confirmation by
                                      its custody banks that the sold
                                      Option Shares are booked as of the
                                      Put Option Closing to the securities
                                      account specified in ss. 5.2
                                      substantially in the form of Exhibit
                                      9.3.2;

                           17.1.4.3   If the Put Option is exercised prior
                                      to the Closing, delivery by Klose to
                                      Purchaser and by Purchaser to Klose
                                      of certificates of the Funds and
                                      Purchaser, respectively, that the
                                      representations and warranties of
                                      each of them shall be true and
                                      correct in all material respects as
                                      of the Put Option Closing, or, as
                                      the case may be, as of any other
                                      point of time specifically mentioned
                                      therein.

         17.2     Purchaser can exercise the Klose Call Option in the period
                  between July 1, 2002 until December 31, 2002. To exercise the
                  Klose Call Option Purchaser has to give

<PAGE>   46
                                      -46-


                  written notice to Klose. The Klose Call Option can only be
                  exercised once. If exercised, an agreement to sell all Klose
                  Option Shares Klose is holding at the time of receipt of the
                  notice shall be deemed to be entered into between Klose and
                  the Purchaser upon the following terms:

                  17.2.1   In exchange for each Option Share sold the Purchaser
                           shall issue the number World Access Common Stock as
                           provided in ss. 6.2.

                  17.2.2   Klose shall be deemed to give the representations in
                           ss.ss. 11.3.1.2, 11.3.1.3 sentence 2, 11.3.1.4, 11.2
                           and 11.5 and to represent that he holds no shares in
                           TelDaFax other than the Option Shares he is selling
                           as of the Call Option Closing.

                  17.2.3   The sale under the Call Option shall be closed as
                           soon as the Purchaser can deliver the Consideration
                           Stock (the "CALL OPTION CLOSING"). If the Purchaser
                           has enough authorized shares, the Call Option Closing
                           shall take place within five business days after
                           receipt of the exercise notice.

                  17.2.4   At the Call Option Closing Purchaser shall procure
                           evidence that the transfer of the Consideration Stock
                           for the respective number of Option Shares will be
                           completed, subject to, and simultaneously with the
                           following:

                           17.2.4.1   Delivery by Klose to Purchaser of
                                      the share transfer agreement in the
                                      form of Exhibit 5.2 properly
                                      executed by the Klose covering all
                                      Option Shares sold;

                           17.2.4.2   delivery of Klose of confirmation by
                                      its custody banks that the sold
                                      Option Shares are booked as of the
                                      Call Option Closing date to the
                                      securities account specified in ss.
                                      5.2 substantially in the form of
                                      Exhibit 9.2.2;

<PAGE>   47
                                      -47-


         17.3     Purchaser undertakes to use reasonable efforts to assist Klose
                  with finding buyers for the Consideration Stock owned by him
                  following the Put Option or Call Option Closing in order to
                  obtain liquid means to cover Klose's personal tax arising from
                  such sales.

         17.4     Klose may not, and will not enter into any Agreement to, sell,
                  pledge, hypothecate or otherwise transfer any of the Option
                  Shares except in accordance with the terms of this Section
                  17.4.

                  17.4.1   In the event Klose desires to sell any of the Option
                           Shares and has received a bona fide written offer
                           from an unrelated third party (the "OFFEROR") Klose
                           shall be entitled to sell such Option Shares to the
                           Offeror only in accordance with this Section 17.4.1:

                           (a)      Klose shall give written notice (the "SALES
                                    NOTICE") of his intention to sell such
                                    Options Shares to the Purchaser. The Sales
                                    Notice shall be accompanied by a copy of the
                                    written offer from the offeror containing
                                    the terms of the proposed purchase. The
                                    Sales Notice shall include the identity of
                                    the Offeror, the number of Option Shares to
                                    be sold, the purchase price and the terms of
                                    payment. The Purchaser may elect to purchase
                                    all of such Option Shares on the terms set
                                    forth in the Sales Notice by giving written
                                    notice to Klose within ten days from the
                                    date of the receipt of the Sales Notice.

                           (b)      If Purchaser does not elect to purchase such
                                    Option Shares, then Klose shall be free to
                                    sell such Option Shares to the Offerer in
                                    accordance with the terms of the Sales
                                    Notice. If such sale does not occur within
                                    ninety (90) days of the original mailing of
                                    the Sales Notice then such Option Shares
                                    will once again become fully subject to this
                                    Section 17.4.

<PAGE>   48
                                      -48-


                  17.4.2   In the event Klose desires to sell Option Shares on
                           the Frankfurt Stock Exchange Klose shall be entitled
                           to sell such Option Shares only in accordance with
                           this ss. 17.4.2:

                           (a)      Klose shall give a Sales Notice to
                                    Purchaser. The Sales Notice shall specify
                                    the number of Option Shares to be sold.
                                    Purchaser may elect to purchase all of such
                                    Option Shares by giving written notice to
                                    Klose within ten days from the date of the
                                    receipt of the Sales Notice for a price per
                                    Option Share equal to the average price
                                    quoted on the Frankfurt Stock Exchange on
                                    the five trading days prior the date of the
                                    Sales Notice.

                           (b)      If Purchaser does not elect to purchase such
                                    Option Shares, Klose is free to sell such
                                    Option Shares during a period of 30 days
                                    following the expiry of the ten days period
                                    or the notice given by Purchaser not to
                                    purchase such Option Shares, whichever is
                                    earlier.

         17.5     The terms set forth in ss.ss. 17.1 - 17.3 shall apply mutatis
                  mutandis to the A+M Put and Call Option with the following
                  differences.

                  17.5.1   The A+M Put Option can only be exercised in one
                           instalment during the period beginning after the
                           Closing and ending on April 30, 2001.

                  17.5.2   The A+M Call Option can only be exercised during the
                           period beginning on July 1, 2001 and ending on
                           December 31, 2001.

                  17.5.3   A+M shall be deemed to represent that A+M is a
                           limited partnership (Kommanditgesellschaft) duly
                           formed and validly existing under German law and to
                           give the representations in ss.ss. 11.1.4 and 11.1.5.

<PAGE>   49
                                      -49-


                                   SECTION 18
                            NON-COMPETITION COVENANT

         18.1     For a period of one year after the termination of the
                  respective term of any employment or service agreement with
                  TelDaFax or any affiliate, Klose and those companies
                  affiliated with him within the meaning of ss. 15 et seq.
                  Aktiengesetz (Stock Corporation Act) undertake not to engage
                  directly or indirectly in any activity, enterprise or company
                  having activities similar to the telecommunication activities
                  of the TelDaFax Group from time to time in the current
                  geographical area of the activities of TelDaFax Group.

         18.2     The acquisition or the holding of any participation of up to
                  5% in stock of exchange listed corporations shall not
                  constitute a violation of the non-competition covenant
                  pursuant to ss. 18.1.

         18.3     In case of any violation of the non-competition covenant
                  pursuant to ss. 18.1 Klose shall be obliged to pay to
                  Purchaser a contractual penalty (Vertragsstrafe) in the amount
                  of (e) 250,000 (in words: two hundred fifty thousand). If
                  the violation continues (andauert), Klose shall be obliged to
                  pay for each further month of the violation a further
                  contractual penalty in the amount of (e) 100,000 (in words:
                  one hundred thousand). Further claims of Purchaser for cease
                  and desist (Unterlassung) and for damages remain unaffected.
                  The contractual penalty shall be deducted from any damage
                  payments, if any.

                                   SECTION 19
                                   ASSIGNMENT

         Neither the Sellers nor the Purchaser are entitled to transfer without
         the consent of the other contracting parties rights, except rights for
         payment, or obligations arising out of this Agreement to a third party.


<PAGE>   50
                                      -50-


                                   SECTION 20
                            MERGER CONTROL CLEARANCE

         20.1     Sellers and Purchaser shall co-operate and provide each other
                  with all necessary assistance to notify all transactions
                  contemplated herein (including, without limitation, the
                  contribution by Purchaser in accordance with ss. 4.2 of this
                  Agreement) to the Federal Cartel Office ("FCO").

         20.2     Purchaser shall take responsibility for drafting and
                  formulating a joint notification to, and full communications
                  with, the FCO. Such actions shall be taken by Purchaser in
                  consultation with Sellers. The Purchaser shall use its best
                  endeavours to notify the Agreement as soon as is practically
                  possible after the Signing Date, provided that the Sellers
                  provide the pre-requisite information for the completion of
                  the notification. Representatives of Sellers shall be informed
                  of, and are entitled at their own expense to be present at,
                  meetings with representatives of the FCO in the context of the
                  transaction contemplated hereunder. Purchaser shall keep
                  Sellers informed of contacts which it may have with such FCO
                  representatives. In the event that any of the Sellers should
                  have any contact with the FCO, it shall so inform the
                  Purchaser.

                                   SECTION 21
                           SERVICE CONTRACT WITH KLOSE

         Klose undertakes to continue to work for TelDaFax under a two year
         fixed term contract to be on such terms as agreed between Purchaser and
         Klose prior to Closing provided that the compensation available to
         Klose under such contract shall not be less favourable than that
         currently available to him under the existing employment contract as
         disclosed to Purchaser.



<PAGE>   51
                                      -51-


                                   SECTION 22
                                      COSTS

         Each Party shall bear its own costs and transfer taxes arising in the
         context of this Agreement and the implementation of the transaction
         contemplated herein.

                                   SECTION 23
                            MUTUAL ASSISTANCE/FILINGS

         Sellers and TelDaFax undertake to co-operate with and to provide
         Purchaser with all necessary information required for any regulatory
         filings, in particular, but not limited to, all filings with the
         Securities Exchange Commission.

                                   SECTION 24
                         COMPLETE AGREEMENT/WRITTEN FORM

         This Agreement, together with the agreements mentioned herein and the
         documents referred to in ss. 10.2, sets forth the complete agreement
         reached by the parties on the subject matters dealt with herein.
         Changes of this Agreement, including a change of this written form
         clause, shall require written form, except where a stronger form
         requirement applies.

                                   SECTION 25
                                  SEVERABILITY

         25.1     Should any provision of this Agreement be or become in whole
                  or in part invalid, this shall not affect the validity of the
                  rest of the Agreement. In this event, the invalid provision
                  shall be deemed to be replaced by a valid provision which
                  corresponds

<PAGE>   52
                                      -52-


                  to the economic purpose of the invalid provisions to the
                  largest extent possible. This shall also apply in the case of
                  any gaps in this Agreement.

         25.2     Should any provision of this Agreement be invalid to its
                  geographical or substantive areas of application or the period
                  of application, the respective provision shall be deemed
                  reduced to the maximum permissible scope.

                                   SECTION 26
                          NOTICES, SERVICES OF PROCESS

         26.1     Notices or declarations to Sellers made in the context of this
                  Agreement shall be deemed to be validly given if sent by
                  registered mail, courier or fax to the following address or
                  such other address as is notified in writing by Sellers to
                  Purchaser:

                  26.1.1    If to Klose:

                            Dr. Henning F. Klose
                            Augsburger Stra(beta)e 25
                            D-10789 Berlin
                            Fax-No.: ++49 6423-1798

                  26.1.2    If to the Funds:

                            Pollath + Partner
                            Lilienthalstra(beta)e 7
                            D-85399 Munchen - Hallbergmoos
                            Fax-No.: ++49 89 223 325

         26.2     Notices or declarations to Purchaser made in the context of
                  this Agreement shall be deemed to be validly given if sent by
                  registered mail, courier or fax to the following address or
                  such other address as is notified in writing by Purchaser to
                  Sellers:

                  GAEDERTZ, Frankfurt office
                  Bockenheimer Landstra(beta)e 98 - 100
                  D-60323 Frankfurt am Main
                  Fax-No.: ++49 69 7941 100

<PAGE>   53
                                      -53-

                  with a copy to:

                  World Access, Inc.
                  Attn.: W. Tod Chmar, Executive Vice President,
                  945 East Paces Ferry Road, Suite 2200
                  Atlanta, GA 30326 U.S.A.
                  Fax-No.: ++1 404 233 2280


         26.3     Purchaser appoints GAEDERTZ, Frankfurt office, Bockenheimer
                  Landstra(beta)e 98 - 100, D-60323 Frankfurt am Main, as its
                  authorised agent for accepting services of process with
                  respect to any legal proceedings in Germany. The Funds appoint
                  Pollath + Partner, attention Dr. Matthias Bruse, Munchen, as
                  its authorised agent for accepting services of process.

         26.4     Notices or declarations to TelDaFax made in the context of
                  this Agreement shall be deemed to be validly given if sent by
                  registered mail, courier or fax to the following address or
                  such other address as is notified in writing by TelDaFax to
                  Purchaser:

                  TelDaFax Aktiengesellschaft
                  Rudolf-Breitscheid-Str. 1-5
                  35037 Marburg
                  Fax-No.: ++49 6421-181-1210


                                   SECTION 27
                LANGUAGE/COUNTERPARTS/CHOICE OF LAW/JURISDICTION

         27.1     This Agreement except for Exhibits 10.2.1,11.3.1.8, 11.3.1.12,
                  11.3.3.2, 11.3.4.1, 11.3.4.2, 11.3.7.1, 11.3.10.1 is in the
                  English language only. Purchaser confirms that he is fully
                  aware of the contents of those Exhibits which are in the
                  German language.

         27.2     This Agreement will be executed in four counterparts.

<PAGE>   54
                                      -54-


         27.3     This Agreement shall be governed by the laws of the Federal
                  Republic of Germany.

         27.4     The courts in Frankfurt am Main shall have non-exclusive
                  jurisdiction.

<TABLE>
         <S>                                                   <C>
         -------------------------------------------
         TelDaFax AG
         by Klose und by Legner



         -------------------------------------------           -------------------------------------------
         World Access, Inc.                                    Otto Haberstock by proxy dated June 7, 2000
         By: W. Tod Chmar                                      for Apax Funds Nominee Ltd. fur "B" Account
         Title: Executive Vice President







         -------------------------------------------          -------------------------------------------
         Dr. Henning F. Klose                                 Otto Haberstock by proxy dated June 7, 2000
                                                              for Apax Funds Nominee Ltd. fur "D" Account




         -------------------------------------------          -------------------------------------------
         Otto Haberstock by proxy dated June 5, 2000          Otto Haberstock by proxy dated June 6, 2000
         for Apax Germany II L.P.                             for AP Vermogensverwaltung
                                                              Gesellschaft burgerlichen Rechts


         --------------------------------------
         A + M GmbH & Co Vermogensverwaltung KG
</TABLE>