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                                                                   EXHIBIT 10.35

[WORLD ACCESS LETTERHEAD]


November 19, 1999


Mr. A. Lindsay Wallace
9425 Stoney Ridge Lane
Alpharetta, Georgia 30022

Dear Lindsay,

As you know, we have recently hired Donaldson, Lufkin & Jenrette ("DLJ") and
Brown Brothers Harriman ("BBH") to assist us in evaluating strategic
alternatives available to World Access in order to maximize the value of the
World Access Equipment Group for our shareholders. One of the alternatives that
will be considered is the possible sale of the Group's NACT Switching Division
("NACT"), Wireless Local Loop Division ("WLL") and Transport and Access Division
("Telco").

This letter is to confirm that should the Company elect to sell NACT, WLL
and/or Telco to a buyer identified through the efforts of DLJ and BBH, you will
receive the following incentive compensation and benefits immediately upon the
closing of such transactions:

    -  A cash payment equal to Three-Quarter of One Percent (.0075) of the gross
       consideration received by the Company upon the sale of NACT.

    -  A cash payment equal to Three-Quarter of One Percent (.0075) of the gross
       consideration received by the Company upon the sale of WLL.

    -  A cash payment equal to One-Half of One Percent (.005) of the gross
       consideration received by the Company upon the sale of Telco.

    -  Notwithstanding anything to the contrary in the Company's 1991 Stock
       Option Plan, 1998 Incentive Equity Plan or related agreements, all stock
       options granted to you under these plans will become fully vested upon
       the sale of NACT and Telco. These options may be exercised at any time
       and from time to time until the one year anniversary of the termination
       of your employment with the Company.

If the Company receives consideration other than cash for the sale of these
businesses, your incentive compensation will be based on the fair market value
of this consideration as determined solely by me, acting in good faith in my
capacity as Chairman and Chief Executive Officer of the Company. Should more
than one division be sold in a single transaction, the total consideration will
be allocated to each division based on my sole determination.

In addition, should you no longer be employed by the Company as a direct result
of the sale of NACT, WLL and/or Telco, the Company will continue to pay your
current base salary on a bi-weekly basis through the second anniversary of your
termination date.

The payment of the above incentive compensation, severance and benefits is
conditioned upon your continued employment with the Company as the President of
the Equipment Group through the closing date of the sales of NACT, WLL and
Telco. In signing below, you acknowledge that this letter does not represent
an employment agreement or any other form of contractual agreement between you
and the Company and that this letter may be revoked by me at any time in my
sole discretion.
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A. Lindsay Wallace
November 19, 1999
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The payment of the above incentive compensation, severance and benefits is also
conditioned upon you providing your best efforts to (i) operate these divisions
in a manner consistent with the first three quarters of 1999 until such time as
a sale is completed, (ii) facilitate any sales transactions that the Company
may agree to, and (iii) provide all reasonable assistance as may be requested
by a buyer to ensure a smooth transition occurs at these divisions. In signing
below, you also acknowledge that to receive the compensation, severance and
benefits described herein, you agree to remain a full-time employee and/or
consultant with the buyer of these divisions for a period of six months
following the closing date, unless earlier released by the buyer.

The payment of the above incentive compensation, severance and benefits is in
lieu of all compensation, severance and benefits that you might otherwise be
entitled to upon your termination of employment with the Company. This letter
constitutes the entire agreement between the parties hereto and supercedes all
prior agreements, understandings and arrangements (oral or written) between the
parties hereto with respect to the subject matter hereof.

You further acknowledge that the Company may elect to terminate its agreement
with DLJ and BBH at any time and cease its efforts to sell these divisions. In
the event these activities occur, the terms and conditions of this letter will
immediately become null and void.

If the foregoing accurately reflects our agreement, I would appreciate you
signing below and returning a copy of this letter to me.


Sincerely,

/s/ John D. Phillips
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John D. Phillips
Chairman and Chief Executive Officer



Agreed and accepted this 29th day of November, 1999

/s/ A. Lindsay Wallace
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A. Lindsay Wallace