EXHIBIT 99.4

                           TELESPECTRUM WORLDWIDE INC.

                            SALE MAKEUP PAYMENT PLAN

1.    Establishment of Plan. TeleSpectrum Worldwide Inc. (the "Company") hereby
      establishes, as of April 29, 2002 (the "Effective Date"), this Sale Makeup
      Payment Plan (this "Plan") for the benefit of certain of its employees as
      set forth herein. This Plan may not be revoked, altered or amended without
      the prior written consent of the Principal Executives (as hereinafter
      defined).

2.    Sale Makeup Payment. In the event that on or before two years from the
      Effective Date there occurs a Change of Control (as hereinafter defined),
      at the election of the Named Executives (as hereinafter defined), made in
      writing to the Company within 30 days of such Change of Control (or, if
      later, within 30 days of notice by the Company to the Named Executives of
      such Change of Control), the Company shall make payments in an aggregate
      amount of $2,000,000 (each such payment, a "Sale Makeup Payment" and
      collectively, the "Sale Makeup Payments") in such amounts and to such
      persons who are employees of the Company as of the Effective Date as
      directed by the Named Executives to the Company in writing signed by all
      Named Executives; provided, however, that each Principal Executive who is
      employed by the Company (or deemed to be so employed as set forth below)
      upon the occurrence of the Change of Control shall receive a Sale Makeup
      Payment in the amount of $500,000; and provided, further, that the
      aggregate amount of all Sale Makeup Payments shall not exceed $2,000,000.
      For purposes of this Plan, a Principal Executive shall be deemed to be
      employed by the Company upon the Change of Control if (a) such Principal
      Executive's employment is terminated by such Principal Executive or the
      Company, in each case, under Section 5 of his employment agreement with
      the Company or (b) such Principal Executive's employment is terminated by
      the Company after the Employment Term (as defined in such Principal
      Executive's employment agreement) in such a manner that would not have
      constituted termination for "cause" under Section 4(c) of his employment
      agreement with the Company if such agreement were still in effect.

3.    Termination of Options. In the event the Named Executives have the Company
      pay the Sale Makeup Payments, any options granted to any person pursuant
      to Section 9 of the 2002 Stock Incentive Plan shall be cancelled.

4.    Tax Gross-Up.

      A.    In addition to the Sale Makeup Payments provided for in Section 2
            above, the Company shall pay to each person who receives a Sale
            Makeup Payment (a "Recipient") an amount equal to amount by which
            the Taxes incurred by such Recipient upon receipt of the Sale Makeup
            Payment (including any excise taxes) exceed the amount of Taxes that
            the Recipient would have incurred upon receipt of the Sale Makeup
            Payment if the Sale Makeup Payment were taxed at then applicable
            rates for long-term capital gain (and not subject to any excise
            taxes)(such difference, the "Rate Differential Amount") plus the tax
            gross-up


            amount described herein. The payment made pursuant to this Section 4
            (the "Gross-Up Payment") shall be grossed-up such that after payment
            by the Recipient of any Taxes imposed on the receipt of the Gross-Up
            Payment, the Recipient shall retain an amount of the Gross-Up
            Payment equal to the Rate Differential Amount. For illustration
            purposes only, if the Recipient's Rate Differential Amount is $100
            and the Recipient is subject to a 40% combined federal, state and
            local tax rate, then the Company shall make a payment to the
            Recipient equal to $166.67, an amount equal to (i) the Recipient's
            tax liability on the receipt of the Gross-Up Payment plus (ii) the
            Rate Differential Amount ($166.67 x 40% = $66.67; $166.67 - $66.67 =
            $100 (the Rate Differential Amount)).

      B.    All determinations required to be made under this Section 4,
            including the amount of the Gross-Up Payment, the Rate Differential
            Amount and the assumptions to be utilized in arriving at such
            determinations, shall be made by the public accounting firm which
            prepares the income tax returns of the Recipient unless otherwise
            agreed to by the parties. A written summary of such determination
            and the assumptions used shall be prepared by such accounting firm
            and delivered to the Company. Any Gross-Up Payment, as determined
            pursuant to this Section 4, shall be paid by the Company to the
            Recipient within ten days of Company's receipt of the determination.

5.    For purposes of this Plan, the following terms shall be defined as set
      forth below:

      A.    "Change of Control" shall be the earliest to occur of the following
            events: (i) any "person," as such term is used in Sections 13(d) and
            14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
            (provided that the term "person" shall not be deemed to include the
            lenders under the Credit Agreement (as defined below) or any
            affiliates thereof by reason of any voting arrangements to which an
            acquiror may become subject), other than the lenders listed on the
            signature pages of the Second Amended and Restated Credit Agreement
            dated as of April 29, 2002 among the Company and such lenders (the
            "Credit Agreement"), together with any affiliates thereof, shall
            become the "beneficial owner" (as defined in Rule 13d-3 under the
            Exchange Act), directly or indirectly, of securities of the Company
            representing more than 50% of the capital stock of the Company
            entitled to vote for the election of directors; (ii) the drag-along
            provisions of Section 4.2(d) of the Stockholders Agreement dated as
            of April 29, 2002 among the Company and the stockholders and other
            parties named therein are invoked; (iii) any of the following
            transactions is consummated: (A) the merger or consolidation of the
            Company with another corporation where the stockholders of the
            Company, immediately prior to the merger or consolidation, will not
            beneficially own, immediately after the merger or consolidation,
            shares entitling such stockholders to 50% or more of all votes to
            which all stockholders of the surviving corporation would be
            entitled in the election of directors (without consideration of the
            rights of any class of stock to elect directors by a separate class
            vote), or where the members of the Company's Board or Directors,


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            immediately prior to the merger or consolidation, would not,
            immediately after the merger or consolidation, constitute a majority
            of the board of directors of the surviving corporation; (B) the sale
            or other disposition of all or substantially all of the assets of
            the Company to an entity that is not either a subsidiary of the
            Company or an entity whose stockholders and other equity holders,
            individually, have the same equity interests in the Company and the
            acquiring company; or (C) a liquidation or dissolution of the
            Company.

      B.    "Named Executives" shall mean each of the following persons who are
            employed by the Company upon the occurrence of a Change of Control:
            J. Peter Pierce; Chris Williams; Joe Nezi; and Kurt Dinkelacker;
            provided, however, if none of such persons are employed by the
            Company upon the occurrence of a Change of Control, the Named
            Executives shall be the members of the Company's Board of Directors
            who have been designated by management as provided in the
            Stockholders Agreement dated April 29, 2002 among the Company and
            the other parties named therein.

      C.    "Principal Executives" shall mean each of the following persons: J.
            Peter Pierce; Chris Williams; Joe Nezi; and Kurt Dinkelacker.

      D.    "Taxes" shall mean all income taxes, employment taxes which would
            not have been incurred but for the receipt of the Sale Makeup
            Payment and the Gross-Up Payment (e.g., FICA and Medicare taxes) and
            any excise taxes under Section 4999 of the Code or any similar state
            or local tax, in each case imposed by any federal (including the tax
            resulting from the loss of any federal deductions or exemptions
            which would have been available to a Recipient but for receipt of
            the Sale Makeup Payment or the Gross-Up Payment), state, local,
            commonwealth or foreign government.


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