MULTI-PARTY AGREEMENT

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



         This Multi-Party Agreement (the "Agreement") is entered into as of this

4th day of June, 2001, by and between Counsel Corporation, a Canadian

corporation ("Counsel"), PT-1 Counsel, Inc., a/k/a/ PT-I Long Distance, Inc., a

Delaware Corporation ("Buyer"), WorldxChange Communications, Inc., a Delaware

Corporation and debtor-in-possession (the "Debtor"), George Farley, in his

capacity as Trustee of the D&K Grantor Retained Annuity Trust (the "Trust"), and

with the consent as to specified provisions of the Official Committee of

Unsecured Creditors (the "Committee"). Collectively, Counsel, Buyer, the Trust

and the Committee are referred to herein as "Parties," and individually each is

a "Party."



         WHEREAS, an auction was held on May 24, 2001 pursuant to the May 18,

2001 Sale Procedures Order entered by the United States Bankruptcy Court for the

Northern District of Illinois, Eastern Division, in the matter known as IN RE:

WORLD ACCESS, INC., ET AL., Case No. 01-B-14633 (jointly administered);



         WHEREAS, on May 25, 2001, an Order Approving Auction Sale ("Order") was

entered by the United States Bankruptcy Court for the Northern District of

Illinois, Eastern Division, in the matter known as IN RE: WORLD ACCESS, INC., ET

AL., Case No. 01-B-14633 (jointly administered);



         WHEREAS, the Order identified Counsel as the Successful Bidder for

certain of the assets of the Debtor, such assets being denominated as the

Purchased Assets and defined in the Order;



         WHEREAS, the Trust holds a security interest in the Purchased Assets;



         WHEREAS, the Closing (as described in the Order) of WxC's sale of the

Purchased Assets to Counsel shall take place at the offices of Lamberth,

Bonapfel, Cifelli & Stokes, P.A., 3343 Peachtree Road, N.E., Suite 550, Atlanta,

GA 30326 on June 4, 2001 ("Closing Date");



         WHEREAS, pursuant to the Order, Counsel is to pay, at Closing and on

the Closing Date, USD $15,000,000 (Fifteen Million U.S. Dollars) for the

Purchased Assets, which sum shall, at the Closing, be adjusted, on a dollar for

dollar basis, upward or downward, in an amount equal to the amount by which the

WxC U.S. retail accounts receivable, as of the Closing, differ from the amount

of WxC's U.S. retail accounts receivable existing as of the close of business on

May 24, 2001 ("Adjusted Purchase Price"), calculated on a consistent basis in

accordance with WxC's post-petition practice and as calculated by WxC for

purposes of demonstrating adequate protection in connection with WxC's motion

for authority to use cash collateral (such retail accounts receivable so

calculated shall be known as "Retail A/R");





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         WHEREAS, the Trust, as a holder in due course of a security interest in

the Purchased Assets, is entitled to receive the Adjusted Purchase Price to be

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