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                                                                    EXHIBIT 4.12



                 VOTING AND STOCK TRANSFER RESTRICTION AGREEMENT


         This VOTING AND STOCK TRANSFER RESTRICTION AGREEMENT, dated as of
________ __, 2000 (this "Agreement"), is made and entered into among
Communication TeleSystems International d/b/a WORLDxCHANGE Communications, a
California corporation ("CTI"), and the parties listed on Exhibit A attached
hereto (each, a "WAXS Stockholder" and collectively, the "WAXS Stockholders").

         WHEREAS, World Access, Inc., a Delaware corporation ("WAXS"), and CTI
have entered into an Agreement and Plan of Merger, dated February 11, 2000 and
amended May 23, 2000 (as the same may be amended or supplemented, the "Merger
Agreement"; capitalized terms used but not defined herein shall have the
meanings set forth in the Merger Agreement), providing for the merger of CTI
with and into a wholly-owned subsidiary of WAXS (the "Transaction"), upon the
terms and subject to the conditions set forth in the Merger Agreement;

         WHEREAS, each WAXS Stockholder owns, of record or beneficially, the
number of shares of WAXS Common Stock or other capital stock of WAXS (such
shares of WAXS Common Stock and other capital stock of WAXS being referred to as
"WAXS Capital Stock") set forth opposite such WAXS Stockholder's name on Exhibit
A attached hereto (such shares of WAXS Capital Stock, together with any other
shares of WAXS Capital Stock of which such WAXS Stockholder acquires beneficial
ownership after the date hereof and during the term of this Agreement, whether
upon the exercise of options, warrants or rights, the conversion or exchange of
convertible or exchangeable securities, or by means of purchase, dividend,
distribution or otherwise, being collectively referred to herein as the "Subject
Shares"); and

         WHEREAS, in connection with the further amendment of the Merger
Agreement, CTI has requested that the WAXS Stockholders enter into this
Agreement.

         NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements contained herein, the parties agree
as follows:

         1.       Representations and Warranties of the WAXS Stockholders.
Except as set forth on Exhibit A attached hereto, each WAXS Stockholder hereby
represents and warrants to CTI as to itself as follows:

                  (a)      Authority; No Conflicts. Such WAXS Stockholder has
         the legal capacity and all requisite power and authority to enter into
         this Agreement, to perform its obligations hereunder and to consummate
         the transactions contemplated hereby. This Agreement has been duly
         authorized, executed and delivered by such WAXS Stockholder and
         constitutes a valid and binding obligation of such WAXS Stockholder
         enforceable in accordance with its terms. No filing with, and no
         permit, authorization, consent or approval of, any governmental
         authority or any other person is necessary for the execution of this
         Agreement by such WAXS Stockholder and the consummation by such WAXS
         Stockholder of the transactions contemplated hereby and none of the


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         execution and delivery of this Agreement by such WAXS Stockholder, the
         consummation of the transactions contemplated hereby or compliance with
         the terms hereof by such WAXS Stockholder will conflict with, or result
         in any violation of, or default (with or without notice or lapse of
         time or both) under any provision of, as applicable, the certificate of
         incorporation, bylaws or analogous documents of such WAXS Stockholder
         or any agreement to which such WAXS Stockholder is a party, including
         any voting agreement, stockholders agreement, voting trust, trust
         agreement, pledge agreement, loan or credit agreement, note, bond,
         mortgage, indenture, lease or other agreement, instrument, permit,
         concession, franchise or license or violate any judgment, order,
         notice, decree, statute, law, ordinance, rule or regulation applicable
         to such WAXS Stockholder or to its property or assets except (i) where
         the failure to make such filings or obtain such permits,
         authorizations, consents or approvals would not prevent or delay the
         performance by such WAXS Stockholder of its obligations under this
         Agreement or (ii) for any such conflicts, violations, defaults or other
         occurrences that would not prevent or delay the performance by such
         WAXS Stockholder of its obligations under this Agreement.

                  (b)      Subject Shares. Such WAXS Stockholder is the record
         and beneficial owner of, and has good and marketable title to, the
         number of Subject Shares set forth opposite such WAXS Stockholder's
         name on Exhibit A hereto, free and clear of any encumbrances,
         agreements, adverse claims, liens or other arrangements with respect to
         the ownership of or the right to vote or dispose of such Subject
         Shares. Other than such Subject Shares, such WAXS Stockholder does not
         beneficially or of record own any shares of WAXS Capital Stock or
         securities convertible into or exchangeable for shares of WAXS Capital
         Stock. Such WAXS Stockholder has the sole right and power to vote and
         dispose of such Subject Shares. None of such Subject Shares are subject
         to any voting trust or other agreement, arrangement or restriction with
         respect to the voting or transfer of any of the Subject Shares, except
         as contemplated by this Agreement.

         2.       Voting and Transfer of Subject Shares.

                  (a)      Until the termination of this Agreement in accordance
         with Section 5 hereof, each WAXS Stockholder agrees as to itself that
         at any meeting of stockholders of WAXS or at any adjournment thereof or
         in any other circumstance upon which the WAXS Stockholders' vote,
         consent or other approval (including by written consent) is sought,
         such WAXS Stockholder shall vote all of the Subject Shares then
         beneficially owned by such WAXS Stockholder (i) in favor of the
         Transaction and the adoption and the approval of the Merger Agreement
         and each of the other transactions contemplated by the Merger Agreement
         and (ii) against any action or agreement that would result in a
         material breach of any covenant, representation or warranty or any
         other obligation or agreement of WAXS under the Merger Agreement. No
         WAXS Stockholder shall hereafter, unless and until this Agreement
         terminates pursuant to Section 5 hereof, purport to grant any proxy or
         power of attorney with respect to any of the Subject Shares set forth
         opposite such WAXS Stockholder's name on Exhibit A, deposit any of such
         Subject Shares into a voting trust or enter into any agreement (other
         than this


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         Agreement), arrangement or understanding with any person, directly or
         indirectly, to vote, grant any proxy or give instructions with respect
         to the voting of any of such Subject Shares, in each case only to the
         extent it relates to the matters referred to in the first sentence of
         this Section 2(a). Each WAXS Stockholder further agrees not to commit
         or agree to take any action inconsistent with the foregoing.

                  (b)      Prior to the termination of this Agreement in
         accordance with Section 5 hereof, each WAXS Stockholder agrees not to
         sell, hypothecate, transfer, pledge, encumber, assign or otherwise
         dispose of (including by gift) (collectively, "Transfer") any of the
         Subject Shares or WAXS Stock Options held by such WAXS Stockholder
         (beneficially or of record) except Transfers pursuant to bona fide
         transactions with unaffiliated persons or entities.

         3.       No Ownership Interest. Except as set forth in Section 2,
nothing contained in this Agreement shall be deemed to vest in anyone other than
the WAXS Stockholders any direct or indirect ownership or incidents of ownership
of or with respect to any of the Subject Shares or WAXS Stock Options. All
rights, ownership and economic benefits of and relating to the Subject Shares
and the WAXS Stock Options shall remain and belong to the WAXS Stockholders, and
no one shall have any authority to manage, direct, restrict, govern or
administer any of the policies or operations of WAXS or exercise any power or
authority to direct the voting of any of the Subject Shares as a result of this
Agreement, except to the extent set forth in Section 2(a).

         4.       Assignment. Except as otherwise specifically provided herein,
neither this Agreement nor any of the rights, interests or obligations hereunder
may be assigned by any of the parties hereto without the prior written consent
of the other parties hereto.

         5.       Termination. This Agreement shall terminate, and no party
hereto shall have any rights or obligations hereunder, upon the first to occur
of (i) the termination of the Merger Agreement pursuant to Article IX thereof,
(ii) the Effective Time and (iii) December 31, 2000.

         6.       General Provisions.

                  (a)      Amendments. This Agreement may not be amended except
         by an instrument in writing signed by each of the parties hereto.

                  (b)      Notices. All notices, requests, claims, demands and
         other communications hereunder shall be in writing and shall be given
         (and shall be deemed to have been duly given upon receipt) by delivery
         in person, by telecopy or by registered or certified mail (postage
         prepared, return receipt requested) to the respective parties at the
         following addresses (or at such other address for a party as shall be
         specified by like notice):

                  if to a WAXS Stockholder, to the address set forth beside such
         WAXS Stockholder's name on Exhibit A hereto.


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                  with a copy to:

                  Long Aldridge & Norman LLP
                  303 Peachtree Street, Suite 5300
                  Atlanta, Georgia 30308
                  Attention:  H. Franklin Layson, Esq.
                  Facsimile:  (404) 527-4198

                  if to CTI, to:

                  WORLDxCHANGE Communications
                  9999 Willow Creek Road
                  San Diego, California 92131
                  Attention:  Eric Lipoff, Esq.
                  Facsimile:  (858) 452-3780

                  with a copy to:

                  O'Melveny & Myers LLP
                  610 Newport Center Drive
                  17th Floor
                  Newport Beach, California 92660
                  Attention:  Terrence Allen, Esq.
                  Facsimile:  (949) 823-6994

                  (c)      Interpretation. When a reference is made in this
         Agreement to Sections, such reference shall be to a Section of this
         Agreement unless otherwise indicated. The headings contained in this
         Agreement are for reference purposes only and shall not affect in any
         way the meaning or interpretation of this Agreement. Wherever the words
         "include", "includes" or "including" are used in this Agreement, they
         shall be deemed to be followed by the words "without limitation".

                  (d)      Counterparts. This Agreement may be executed in two
         or more counterparts, all of which shall be considered one and the same
         agreement, and shall become effective when one or more of the
         counterparts have been signed by each of the parties and delivered to
         the other party, it being understood that each party need not sign the
         same counterpart.

                  (e)      Governing Law. This Agreement shall be governed by,
         and construed in accordance with, the laws of the State of Delaware
         regardless of the laws that might otherwise govern under applicable
         principles of conflicts or law.

                  (f)      Severability. If any term or other provision of this
         Agreement is invalid, illegal or incapable of being enforced by any
         rule or law, or public policy, all other


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         conditions and provisions of this Agreement shall nevertheless remain
         in full force and effect so long as the economic or legal substance of
         the transactions contemplated hereby is not affected in any manner
         materially adverse to any party. Upon any determination that any term
         or other provision is invalid, illegal or incapable of being enforced,
         the parties hereto shall negotiate in good faith to modify this
         Agreement so as to effect the original intent of the parties as closely
         as possible in an acceptable manner to the end that transactions
         contemplated hereby are fulfilled to the extent possible.

         7.       Enforcement. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that, in addition to any other remedy to which it may be
entitled, at law or in equity, the parties shall be entitled to the remedy of
specific performance of the covenants and agreements contained herein and
injunctive and other equitable relief.

         8.       Parties in Interest. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto. Except as provided in the
preceding sentence, nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person any rights, benefits or remedies or any
nature whatsoever under or by reason of this Agreement.




                     [SIGNATURES ON THE FOLLOWING TWO PAGES]


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         IN WITNESS WHEREOF, the WAXS Stockholders and CTI have caused this
Agreement to be duly and validly executed as of the date first written above.



                                      By:
                                         --------------------------------------
                                               Name:
                                               Title:




                                      By:
                                         --------------------------------------
                                               Name:
                                               Title:



                                      By:
                                         --------------------------------------
                                               Name:
                                               Title:


                                      COMMUNICATION TELESYTEMS
                                      INTERNATIONAL D/B/A WORLDxCHANGE
                                      COMMUNICATIONS




                                      By:
                                         --------------------------------------
                                               Name:
                                               Title:

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                                    EXHIBIT A


WAXS Stockholder (including address)                            Subject Shares

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