EXHIBIT 10.1

                  ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT

THIS ASSIGNMENT,  ASSUMPTION AND CONSENT AGREEMENT (this "Agreement") is made as
of the 30th day of September 1997 (the "Effective Date") by and among Technology
Service Group, Inc., a Delaware corporation  (hereinafter referred to as "TSG");
World  Access,  Inc.  a  Delaware  corporation   (hereinafter   referred  to  as
"Assignee");  and McDonald  Windward  Partners  II,  L.L.C.,  a Georgia  Limited
Partnership (hereinafter referred to as "Landlord").

1.   Consideration.  The parties are  entering  into this  Agreement  for and in
     consideration of the mutual  covenants  contained herein and other good and
     valuable  consideration,  the receipt and  sufficiency  of which are hereby
     acknowledged.

2.   Background. Effective November 12, 1996, TSG and Landlord entered into that
     certain lease  relating to the premises at 1075 Windward Ridge Parkway (the
     "Premises")  (known as Building 200 at Windward  Ridge) (the  "Lease").  By
     reason of certain  events,  TSG no longer has a need for the  Premises  and
     wishes to assign the Lease to Assignee,  and Assignee  wishes to assume all
     of TSG's  obligations  under the Lease.  Having  satisfied  itself that the
     credit-worthiness  of Assignee is at least as good as that of TSG, Landlord
     is willing to consent to the assignment of the Lease.

3.   Assignment.

     (a)  TSG hereby  sells,  assigns and  transfers  to  Assignee  all of TSG's
          right, title and interest in and to the Lease.

     (b)  TSG represents and warrants that a true,  correct and complete copy of
          the Lease is attached hereto as Exhibit A.

     (c)  TSG  certifies  that it has removed all hazardous  materials  from the
          Premises by the effective date of this Agreement.

     (d)  TSG makes no other or further  representations  or  warranties  of any
          kind or nature with respect to the Lease or the Premises.

4.   Assumption.

     (a)  Assignee  hereby  assumes the  obligations  of TSG under the Lease and
          accepts  the  Lease  and the  Premises  as is,  where  is and with all
          faults.  Assignee agrees to tender to Landlord the security deposit in
          the amount of $17,803.33 as required by the Lease upon signing of this
          Agreement.

     (b)  Assignee  agrees to defend,  indemnify  and hold TSG harmless from and
          against  any loss,  cost,  damage  or  expense  (including  reasonable
          attorney's  fees and  expenses) 


                                       23
<PAGE>

          that TSG may suffer  arising from and after the date hereof out of the
          Lease and/or Assignee's occupancy of the Premises.

5.   Consent.

     (a)  Landlord  hereby  consents to the assignment to Assignee by TSG of all
          of  TSG's  interests  and  obligations  under  the  Lease  and  to the
          assumption thereof by Assignee.

     (b)  Section 14.A. of the Lease to the contrary notwithstanding,  effective
          with this assignment of the Lease, Landlord agrees that TSG shall have
          no further  interest  in the Lease or the  Premises  and shall have no
          further  obligation  under the Lease of any kind or nature to Landlord
          or to any person or entity  claiming  by,  through or under  Landlord,
          other than indemnity  obligations to Landlord under the Lease relating
          to claims that accrued prior to the date of this Agreement.

     (c)  Landlord  represents and warrants to Assignees that (i) Exhibit A is a
          true,  correct and  complete  copy of the Lease;  (ii) the Lease is in
          full  force  and  effect  as of the date  hereof;  (iii) no  events of
          default by Tenant  under the Lease have  occurred,  and no events have
          occurred that with the giving of notice or the lapse of time, or both,
          would  constitute an event of default  under the Lease;  and (iv) that
          Landlord holds  $17,803.33 as a security deposit from the Tenant under
          the Lease.  Landlord  agrees to tender to TSG its security  deposit in
          the amount of $17,803.33 upon signing of this Agreement.

     (d)  All base  rent,  additional  rent and all  other  amounts  payable  to
          Landlord  by  "Tenant"  under the Lease  have  been paid  through  and
          including  September 30, 1997, with the exception of amounts that will
          be due to or  receivable  from  Landlord  as a result of the  year-end
          reconciliation  of common area  maintenance  expenses  and taxes which
          shall be allocated between TSG and Assignee according to the number of
          days the Lease was held by each of them during the year in question.

6.   Clarification; Miscellaneous.

     (a)  With reference to Paragraph 32 of the Lease,  and in  clarification of
          said Paragraph,  Landlord,  TSG, and Assignee agree that the Base Rent
          under  the  Lease at  Renewal  shall  increase  by 15% and not 115% as
          stated.  Therefore, the Base Rent at Renewal shall be 115% of the Base
          Rent in effect at the expiration of the initial term of the Lease.

     (b)  The  effective  commencement  date of the Lease  Agreement is April 1,
          1997.

     (c)  This   Agreement   together   with   Exhibit  A  contains  the  entire
          understanding  of the parties on the subject matter hereof;  shall not
          be amended except by written agreement of the parties signed by all of
          them;  shall be binding  upon and inure to the  benefit of the parties
          and their  successors and assigns;  and may be executed in one or more
          counterparts each of which shall be deemed an original hereof, but all


                                       24
<PAGE>

          of which shall constitute but one and the same agreement.

     (d)  Each  provision of this Agreement  shall be  interpreted  and enforced
          without  the aid of any  canon,  custom  or rule of law  requiring  or
          suggestion  construction  against  the party  drafting  or causing the
          drafting of such provision.

     (e)  No  representation,  affirmation  of fact,  course of prior  dealings,
          promise or condition in connection  herewith or usage of the trade not
          expressly incorporated herein shall be binding on the parties.

IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be executed by
their  duly  authorized  representatives  as of the day  and  year  first  above
written.

Technology Service Group, Inc.          World Access, Inc.
                                       
                                       
By: /s/ Vincent C. Bisceglia            By: /s/ Stephen A. Odom
   -----------------------------------     -----------------------------------
    Vincent C. Bisceglia                    Steven A. Odom
    President                               Chairman and Chief Executive Officer
    Technology Service Group, Inc.          World Access, Inc.
                                       
Attest: /s/ William H. Thompson         Attest:_______________________________
       -------------------------------               Secretary
         Secretary                             

          [corporate seal]                          [corporate seal]

McDonald Windward Partners II, L.L.C.

By: /s/ John R. McDonald                Attest:_______________________________
   -----------------------------------               Secretary
    Name:  John R. McDonald             
    Title:  Managing Member

                                                    [corporate seal]




                                       25