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EXHIBIT 99.2
STAR TELECOMMUNICATIONS, INC.
PROXY FOR THE STAR TELECOMMUNICATIONS, INC. SPECIAL MEETING
OF STOCKHOLDERS TO BE HELD ON _________, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF STAR TELECOMMUNICATIONS, INC.
The board of directors of STAR recommends that you vote FOR the
following proposals:
[X] Please mark votes as in this example.
1. Approval of the adoption of the Agreement and Plan of Merger, dated as
of February 11, 2000, as amended June 7, 2000, between World Access,
Inc., STI Merger Co. (a wholly-owned subsidiary of World Access), and
STAR, and the transactions contemplated thereby pursuant to which STAR
will merge into World Access.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. Approval of the adoption of the Asset Purchase Agreement, dated as of
June 6, 2000, among STAR, PT-1 Communications, Inc. and Counsel
Communications LLC.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The undersigned appoints Christopher E. Edgecomb and Mary A. Casey, and
each of them, with full power of substitution, the proxies and attorneys of the
undersigned, to vote as specified herein at the Special Meeting of Stockholders
of STAR to be held on _________, 2000 at 11:00 a.m. local time, and at any
adjournments or postponements thereof, with all powers (other than the power to
revoke the proxy or vote the proxy in a manner not authorized by the executed
form of proxy) that the undersigned would have if personally present at the STAR
Special Meeting, to act in their discretion upon any other matter or matters
that may properly be brought before the STAR Special Meeting and to appear and
vote all the shares of STAR stock that the undersigned may be entitled to vote.
The undersigned hereby acknowledges receipt of the accompanying joint proxy
statement/prospectus and hereby revokes any proxy or proxies heretofore given by
the undersigned relating to the STAR Special Meeting.
UNLESS OTHERWISE MARKED, THIS PROXY WILL BE VOTED AS IF MARKED
"FOR" THE FOREGOING PROPOSALS.
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Signature
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Signature if jointly held
Dated:
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PLEASE DATE AND SIGN AS NAME APPEARS HEREIN.
WHEN SIGNING AS EXECUTOR, ADMINISTRATOR,
TRUSTEE, GUARDIAN OR ATTORNEY, PLEASE GIVE
FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR
OTHER AUTHORIZED CORPORATE OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME
BY AUTHORIZED PERSON. JOINT OWNERS SHOULD
EACH SIGN.
