10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ending March 31, 2004

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 0-23489

Access Worldwide Communications, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	52-1309227
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

4950 Communication Ave., Suite 300 Boca Raton, Florida	33431
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (561) 226-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class.	Name of each exchange on which registered.
None	None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value

Title of Class

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period as the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

The number of share outstanding of the registrant’s common stock, $.01 par value, as of May 5, 2004 was 9,740,501.

ACCESS WORLDWIDE COMMUNICATIONS, INC.

INDEX

		Page
Part I-Financial Information
Item 1.	Financial Statements	1
	Consolidated Balance Sheets-March 31, 2004 (unaudited) and December 31, 2003	1
	Consolidated Statements of Operations (unaudited)-Three Months Ended March 31, 2004 and March 31, 2003	2
	Consolidated Statement of Changes in Common Stockholders’ Deficit (unaudited) – Three Months Ended March 31, 2004	3
	Consolidated Statements of Cash Flows (unaudited) – Three Months Ended March 31, 2004 and March 31, 2003	4
	Notes to Consolidated Financial Statements	5-6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7-8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	8-9
Part II-Other Information
Item 6.	Exhibits and Reports on Form 8-K	10
	Signatures	10
	Certifications

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ACCESS WORLDWIDE COMMUNICATIONS, INC.

CONSOLIDATED BALANCE SHEETS

	March 31, 2004 (Unaudited)			December 31, 2003
ASSETS
Current assets:
Cash and cash equivalents	$	1,027,309		$	472,722
Restricted cash		123,000			123,000
Accounts receivable, net of allowance for doubtful accounts of $712,876 and $707,372, respectively		8,577,670			11,069,284
Unbilled receivables		1,474,629			1,176,797
Taxes receivable		658,666			658,666
Other assets, net		931,943			950,761
Total current assets		12,793,217			14,451,230
Property and equipment, net		3,665,778			3,881,954
Restricted cash		711,000			711,000
Other assets, net		490,958			434,769
Total assets	$	17,660,953		$	19,478,953
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK AND COMMON STOCKHOLDERS’ DEFICIT
Current liabilities:
Current portion of indebtedness	$	3,464,095		$	5,098,999
Current portion of indebtedness - related parties		352,334			383,334
Accounts payable and accrued expenses		5,887,537			7,672,764
Accrued salaries, wages and related benefits		1,428,885			1,347,385
Deferred revenue		4,305,481			2,852,628
Accrued interest and related party expenses		33,113			13,304
Total current liabilities		15,471,445			17,368,414
Long-term portion of indebtedness		354,338			97,768
Other long-term liabilities		777,619			775,109
Convertible Notes, net		1,080,782			987,336
Mandatorily redeemable preferred stock, $.01 par value: 2,000,000 shares authorized, 40,000 shares issued and outstanding		4,000,000			4,000,000
Total liabilities		21,684,184			23,228,627
Commitments and contingencies
Common stockholders’ deficit:
Common stock, $.01 par value: voting: 20,000,000 shares authorized; 9,740,501 shares issued and outstanding		97,405			97,405
Additional paid-in capital		64,950,294			64,950,294
Accumulated deficit		(69,046,180	)		(68,770,973	)
Deferred compensation		(24,750	)		(26,400	)
Total common stockholders’ deficit		(4,023,231	)		(3,749,674	)
Total liabilities and common stockholders’ deficit	$	17,660,953		$	19,478,953

The accompanying notes are an integral part of these consolidated financial statements.

1

ACCESS WORLDWIDE COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31,

	2004			2003
Revenues	$	12,980,862		$	12,236,508
Cost of revenues		7,928,149			8,284,239
Gross profit		5,052,713			3,952,269
Selling, general and administrative expenses		4,985,894			4,460,460
Amortization expense		—			37,014
Income (loss) from operations		66,819			(545,205	)
Interest income		2,618			5,919
Interest expense – related parties		(22,344	)		(40,865	)
Interest expense		(322,300	)		(119,053	)
		—			—
Net loss	$	(275,207	)	$	(699,204	)
Basic loss per share of common stock:
Net loss	$	(0.03	)	$	(0.07	)
Weighted average common shares outstanding		9,740,501			9,740,168
Diluted loss per share of common stock:
Net loss	$	(0.03	)	$	(0.07	)
Weighted average common shares outstanding		9,740,501			9,740,168

The accompanying notes are an integral part of these consolidated financial statements.

2

ACCESS WORLDWIDE COMMUNICATIONS, INC.

CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2004

	Common Stock			Additional Paid- in-Capital		Accumulated Deficit			Deferred Compensation			Total
	Shares	Amount
Balance, December 31, 2003	9,740,501	$	97,405	$	64,950,294	$	(68,770,973	)	$	(26,400	)	$	(3,749,674	)
Amortization of deferred compensation	—		—		—		—			1,650			1,650
Net loss	—		—		—		(275,207	)		—			(275,207	)
Balance, March 31, 2004	9,740,501	$	97,405	$	64,950,294	$	(69,046,180	)	$	(24,750	)	$	(4,023,231	)

The accompanying notes are an integral part of these consolidated financial statements.

3

ACCESS WORLDWIDE COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31,

	2004			2003
Cash flows from operating activities:
Net loss	$	(275,207	)	$	(699,204	)
Adjustments to reconcile net loss to net cash provided by (used in) in operating activities:
Depreciation and amortization		357,988			426,646
Amortization of deferred financing costs		69,318			11,597
Amortization of deferred compensation		1,650			1,650
Accretion of discount on Convertible Notes		93,446			—
Allowance for doubtful accounts		5,504			39,111
Changes in operating assets and liabilities:
Accounts receivable		2,486,110			(478,996	)
Unbilled receivables		(297,832	)		32,595
Other assets		(106,689	)		(556,223	)
Accounts payable and accrued expenses		(1,782,717	)		(1,776,116	)
Accrued salaries, wages and related benefits		81,500			(735,632	)
Accrued interest and related party expenses		19,809			(4,235	)
Deferred revenue		1,452,853			2,740,895
Net cash provided by (used in) operating activities		2,105,733			(997,912	)
Cash flows from investing activities:
Additions to property and equipment		(141,812	)		(114,139	)
Net cash used in investing activities		(141,812	)		(114,139	)
Cash flows from financing activities:
Payments on capital leases		(16,332	)		(9,621	)
Issuance of common stock		—			230
Net (payments) borrowings under Debt Agreement and Credit Facility		(1,362,002	)		89,037
Payments of deferred financing costs		—			(120,000	)
Payment of related party debt		(31,000	)		(415,729	)
Net cash used in financing activities		(1,409,334	)		(456,083	)
Net increase (decrease) in cash and cash equivalents		554,587			(1,568,134	)
Cash and cash equivalents, beginning of period		472,722			2,197,209
Cash and cash equivalents, end of period	$	1,027,309		$	629,075

The accompanying notes are an integral part of these consolidated financial statements.

4

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Access Worldwide Communications, Inc. (“Access Worldwide,” “we,” “our,” “us,” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, we do not include therein all of the information and footnotes required by accounting principles generally accepted in the United States of America for a complete set of consolidated financial statements. For further information, refer to our consolidated financial statements and footnotes included in our Annual Report on Form 10-K as of and for the year ended December 31, 2003, filed with the Securities and Exchange Commission.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect reported amounts included in the consolidated financial statements. In our opinion, all adjustments necessary for a fair presentation of this interim financial information have been included. Such adjustments consisted only of normal recurring items. The results of operations for the three months ended March 31, 2004 are not necessarily indicative of the results to be expected for the year ending December 31, 2004.

2. RECLASSIFICATIONS

Certain reclassifications have been made to the 2003 consolidated financial statements to conform to the March 31, 2004 presentation. Such reclassifications did not change our net loss or total common stockholders’ deficit as previously reported.

3. RESTRICTED CASH

On June 10, 2003, we obtained a new letter of credit (“Letter of Credit”) in the amount of $834,000 to replace the original letter of credit issued to the landlord of our Maryland communication center in 2001. The Letter of Credit was collateralized by a certificate of deposit in the same amount. Therefore, such certificate of deposit is classified as restricted cash in the accompanying balance sheets at March 31, 2004 and December 31, 2003.

The amount of the Letter of Credit and restricted cash will be reduced on each anniversary of the lease agreement through May 2011. The balance of the Letter of Credit will be reduced to the amount shown on each anniversary date as follows:

May 2004	$	711,000
May 2005		589,000
May 2006		466,000
May 2007		343,000
May 2008 through 2010		221,000

4. STOCK-BASED COMPENSATION

Options granted under our stock-based compensation plan to employees are accounted for using the intrinsic value method. We do not recognize compensation expense in connection with granting stock options to employees as the strike price of the option at the time of grant equals the fair market value of our stock at such time. Options granted under our stock-based compensation plan to non-employees are accounted for based on fair value accounting rules.

No compensation cost has been recognized for options granted under our stock-based compensation plan except for a grant of 150,000 stock options to an executive of the Company with a strike price of $0.50 per share on January 2, 2003. The Company recorded unearned stock compensation for the intrinsic value of the award ($33,000) in connection with the grant. Such amount, which is shown as a reduction of stockholders’ equity, is being amortized as compensation expense over the related vesting period.

Had the fair value based method been used to account for such compensation, compensation costs would have increased net loss and loss per share for the three months ended March 31 to the following pro forma amounts:

	2004			2003
Net loss, as reported	$	(275,207	)	$	(699,204	)
Add: stock-based employee compensation expense included in reported net loss, net of related tax effect		1,650			1,650
Deduct: total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effect		(41,408	)		(48,206	)
Pro forma net loss	$	(314,965	)	$	(745,760	)
Loss per share:
Basic – as reported	$	(0.03	)	$	(0.07	)
Basic – pro forma	$	(0.03	)	$	(0.08	)
Diluted – as reported	$	(0.03	)	$	(0.07	)
Diluted – pro forma	$	(0.03	)	$	(0.08	)

5

5. INCOME TAXES

The effective tax rate used by us for the three month periods ended March 31, 2004 and 2003 differs from the federal statutory rate primarily due to the valuation allowance recorded in connection with the Company’s deferred tax assets.

6. LOSS PER COMMON SHARE

Loss per common share are calculated using the following weighted average common shares:

	For the Three Months Ended March 31,
	Shares
2004:
Weighted average number of common shares outstanding – basic	9,740,501
Weighted average number of common shares outstanding – dilutive*	9,740,501
2003:
Weighted average number of common shares outstanding – basic	9,740,168
Weighted average number of common shares outstanding – dilutive*	9,740,168

* Since the effects of the stock options, warrants, and Convertible Notes are anti-dilutive for the three months ended March 31, 2004, and 2003, these effects have not been included in the calculation of dilutive earnings per share.

7. INDEBTEDNESS

On January 29, 2004, the Debt Agreement with CapitalSource Finance LLC (“CapitalSource”) was amended to include an Overadvance Agreement (the “Overadvance”) with CapitalSource for a maximum amount of $0.6 million to fund the expansion of TelAc Teleservices Group (“TelAc”) into Augusta, Maine. The Overadvance is for an 18 month period commencing on January 28, 2004 and bears interest at 11%. Monthly payments of interest only are due until August 1, 2004, when additional monthly principal payments of $50,000 will commence. The Overadvance agreement contains an Overadvance Participation Fee of the greater of $150,000 or 1.5% of the product of 5 times consolidated annualized earnings before interest, taxes, depreciation and amortization (EBITDA) if paid at maturity or the occurrence of a triggering event as defined, or the greater of $300,000 or 3% of the product of 5 times consolidated annualized EBITDA, if Overadvance is not paid in full at the maturity date or a triggering event as defined. The Overadvance is collateralized by the personal assets of Mr. Shawkat Raslan, Chief Executive Officer of the Company. As of March 31, 2004, $0.6 million was outstanding under the Overadvance.

8. SEGMENTS

In accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” our reportable segments are strategic business units that offer different products and services to different industries in the United States and other countries.

The table below presents information about our reportable segments for our continuing operations used by the chief operating decision-maker of the Company for the three months ended March 31, 2004 and 2003.

	Pharmaceutical			Business		Segment Total		Reconciliation			Total
2004:
Revenues	$	6,218,287		$	6,762,575	$	12,980,862	$	—		$	12,980,862
Gross profit		2,632,381			2,420,332		5,052,713		—			5,052,713
Income from operations		718,972			122,672		841,644		(774,825	)		66,819
EBITDA (1)		823,648			344,842		1,168,490		(743,683	)		424,807
Depreciation expense		104,676			222,170		326,846		31,142			357,988
Amortization expense		—			—		—		—			—
2003:
Revenues	$	5,764,774		$	6,471,734	$	12,236,508	$	—		$	12,236,508
Gross profit		1,631,965			2,320,304		3,952,269		—			3,952,269
(Loss) income from operations		(290,298	)		422,494		132,196		(677,401	)		(545,205	)
EBITDA (1)		(153,261	)		682,813		529,552		(648,111	)		(118,559	)
Depreciation expense		100,023			260,319		360,342		29,290			389,632
Amortization expense		37,014			—		37,014		—			37,014

(1) EBITDA is calculated by taking (loss) income from operations, which is before interest and taxes, and adding depreciation and amortization expense. EBITDA is a non-GAAP measure of profitability and operating efficiency widely used by investors to evaluate and compare operating performance among different companies excluding the impact of certain non-cash charges (depreciation and amortization). We believe that EBITDA provides investors with valuable measures to compare our operating performance with the operating performance of other companies.

6

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2003.

Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003

Our revenues increased $0.8 million, or 6.6%, to $13.0 million for the three months ended March 31, 2004, compared to $12.2 million for the three months ended March 31, 2003. Revenues for the Pharmaceutical Services (“Pharmaceutical”) Segment increased $0.4 million, or 6.9%, to $6.2 million for the three months ended March 31, 2004, compared to $5.8 million for the three months ended March 31, 2003. The increase was primarily attributed to an increase in new inbound programs which was offset by a reduction of $0.6 million in medical education revenue. Management is working diligently to hire additional medical education sales personnel. Revenues for the Business Services (“Business”) Segment increased $0.3 million or, 4.6%, to $6.8 million for the three months ended March 31, 2004, compared to $6.5 million for the three months ended March 31, 2003. The increase was primarily attributed to larger telecommunications programs and more production hours performed for an existing client.

Our gross profit increased $1.1 million, or 27.5%, to $5.1 million for the three months ended March 31, 2004, compared to $4.0 million for the three months ended March 31, 2003. Gross profit as a percentage of revenues increased to 39.2% for the three months ended March 31, 2004, from 32.8% for the three months ended March 31, 2003. Gross profit as a percentage of revenues for the Pharmaceutical Segment for the three months ended March 31, 2004 increased to 41.9%, compared to 27.6% for the three months ended March 31, 2003. The increase was primarily attributed to an increase in productivity on our pharmacy and physician programs offset by a decrease in our medical education revenue. Gross profit as a percentage of revenues for the Business Segment decreased slightly to 35.3% for the three months ended March 31, 2004, from 35.4% for the three months ended March 31, 2003.

Our selling, general and administrative expenses increased by $0.5 million, or 11.1%, to $5.0 million for the three months ended March 31, 2004, compared to $4.5 million for the three months ended March 31, 2003. Selling, general and administrative expenses as a percentage of revenues increased to 38.5% for the three months ended March 31, 2004, compared to 36.9% for the three months ended March 31, 2003. Selling, general and administrative expenses as a percentage of revenues for the Pharmaceutical Segment decreased to 30.7% for the three months ended March 31, 2004, from 32.8% for the three months ended March 31, 2003. The decrease was primarily attributed to the increase in revenues combined with management’s efforts to control costs. Selling, general and administrative expenses as a percentage of revenues for the Business Segment increased to 33.8% for the three months ended March 31, 2004, compared to 29.2% for the three months ended March 31, 2003. The increase was primarily attributed to the expansion of the customer sales and service facility in Arlington, Virginia which resulted in an increase in salaries and rent expense.

Our net interest expense increased slightly to $0.3 million for the three months ended March 31, 2004, compared to $0.2 million for the three months ended March 31, 2003 due primarily to the accretion of the discount on Convertible Notes.

Liquidity and Capital Resources

At March 31, 2004 and December 31, 2003, we had negative working capital of $2.7 million and $2.9 million, respectively. Cash and cash equivalents were $1.0 million at March 31, 2004, compared to $0.5 million at December 31, 2003.

Net cash provided by operating activities during the first quarter of 2004 was $2.1 million, compared to net cash used in operating activities during the first quarter of 2003 of $1.0 million. The increase in net cash provided by operating activities was primarily due to an increase in the change of accounts receivable of $3.0 million offset by a decrease in the change of deferred revenue of $1.2 million.

Net cash used in investing activities was $0.1 million for the first quarter of 2004, compared to $0.1 million for the first quarter of 2003.

7

Net cash used in financing activities was $1.4 million for the first quarter of 2004, compared to $0.5 million for the first quarter of 2003. The increase was primarily due to the pay down of our Debt Agreement during the first quarter of 2004.

On January 29, 2004, the Debt Agreement with CapitalSource was amended to include an Overadvance Agreement (the “Overadvance”) with CapitalSource for a maximum amount of $0.6 million to fund the expansion of TelAc into Augusta, Maine. The Overadvance is for an 18 month period commencing on January 28, 2004 and bears interest at 11%. Monthly payments of interest only are due until August 1, 2004, when additional monthly principal payments of $50,000 will commence. The Overadvance agreement contains an Overadvance Participation Fee of the greater of $150,000 or 1.5% of the product of 5 times consolidated annualized earnings before interest, taxes, depreciation and amortization (EBITDA) if paid at maturity or the occurrence of a triggering event as defined, or the greater of $300,000 or 3% of the product of 5 times consolidated annualized EBITDA, if Overadvance is not paid in full at the maturity date or a triggering event as defined. The Overadvance is collateralized by the personal assets of Mr. Shawkat Raslan, Chief Executive Officer of the Company.

As of March 31, 2004, we were in compliance with all of our debt covenants under the Debt Agreement. We expect to meet our short-term liquidity requirements through net cash provided by operations, an income tax refund, the release of restricted cash as collateral under lease arrangement (Note 3), and borrowings under the Debt Agreement and the Overadvance. We believe that these sources of cash will be sufficient to meet the Company’s operating needs and planned capital expenditures for at least the next twelve months.

The following is a chart of the Company’s approximate contractual cash payment obligations, which have been aggregated to facilitate a basic understanding of the Company’s commitments as of March 31, 2004:

Contractual Cash Obligations

	Payments Due by Period
	Total		1 year		2-4 years		5 years		After 5 years
Long-term debt	$	4,029,000	$	3,758,000	$	271,000	$	—	$	—
Convertible debt		2,100,000		—		2,100,000		—		—
Capital lease obligations		141,000		58,000		83,000		—		—
Operating leases		10,936,000		2,235,000		5,965,000		974,000		1,762,000
Total contractual obligations	$	17,206,000	$	6,051,000	$	8,419,000	$	974,000	$	1,762,000

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in interest rates and are subject to interest rate risk on our Debt Agreement caused by changes in interest rates. Our ability to limit our exposure to market risk and interest rate risk is restricted as a result of our current cash management arrangements under the Debt Agreement. Accordingly, we are unable to enter into any derivative or similar transactions that could limit our exposure to market risk and interest rate risks. Our Debt Agreement currently provides for an interest rate of the greater of 7.0% or prime plus 2.75%. The prime rate is the prime rate published by the Wall Street Journal. A one percent change in the prime interest rate would result in a pre-tax impact to us on earnings of approximately $0.04 million.

ITEM 4. CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic filings under the Exchange Act.

Since the Evaluation Date, there have not been any significant changes in the Company’s internal controls or in other factors that could significantly affect such controls.

8

Risk Factors That May Affect Future Results

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. These statements represent our current expectations, beliefs, future plans and strategies, anticipated events or trends concerning matters that are not historical facts. Such forward-looking statements include, among others:

• Statements regarding proposed activities pursuant to agreements with clients;

• Future plans relating to our business strategy; and,

• Trends, or proposals, or activities of clients or industries which we serve.

Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited, to the following:

• Risks associated with our Debt Agreement;

• Competition from other third-party providers and those clients and prospects who may decide to do the work that Access Worldwide does in-house;

• Industry consolidation which reduces the number of clients that we are able to serve;

• Potential consumer saturation reducing the need for services;

• Certain needs for our growth;

• Our dependence on the continuation of the trend toward outsourcing;

• Dependence on the industries we serve;

• The effect of changes in a drug’s life cycle;

• Our ability and our clients’ ability to comply with state, federal and industry regulations;

• Reliance on a limited number of major clients;

• The effects of possible contract cancellations;

• Reliance on technology;

• Reliance on key personnel and labor force and recent changes in management;

• The possible impact of terrorist activity or attacks, war and other international conflicts, and a downturn in the US economy;

• The effects of an interruption of our business;

• Our ability to successfully open and operate at capacity our new communication center in Maine;

• Our ability to develop or fund the operations of new products or service offerings;

• The unpredictability of the outcome of the litigation in which we are involved;

• Risks associated with our stock trading on the OTC Bulletin Board; and,

• The volatility of our stock price.

The Company assumes no duty to update any forward-looking statements. For a more detailed discussion of these risks and others that could affect the Company’s results, see the Company’s filings with the Securities and Exchange Commission, including the risk factors section of Access Worldwide’s 2003 Annual Report on Form 10-K as of and for the year ended December 31, 2003 filed with the Securities and Exchange Commission.

9

PART II–OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

10(xxx)	Employment Agreement, dated January 21, 2004, by and between Access Worldwide Communications, Inc. and Richard Lyew. *
10(yyy)	Employment Agreement, dated December 18, 2003, by and between Access Worldwide Communications, Inc. and Ted Jordan. *
10(zzz)	Employment Agreement, dated January 20, 2004, by and between Access Worldwide Communications, Inc. and Georges André. *
10(aaaa)	Employment Agreement, dated January 1, 2004, by and between Access Worldwide Communications, Inc. and Guy Amato. *
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer

* Management contract or compensatory plan or arrangement.

(b) Reports on Form 8-K

On February 4, 2004, a report on Form 8-K was filed, reporting under “Item 4. Changes in Registrant’s Certifying Accountant” that the Company hired BDO Seidman, LLP as its independent accountants for the 2003 fiscal year. BDO Seidman, LLP succeeded PricewaterhouseCoopers LLP who resigned its position on December 5, 2003, as described on the Company’s report on form 8-K filed on December 12, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ACCESS WORLDWIDE COMMUNICATIONS, INC.
Date: May 5, 2004	By:	/s/    SHAWKAT RASLAN
		Shawkat Raslan, Chairman of the Board, President and Chief Executive Officer (principal executive officer)

Date: May 5, 2004	By:	/s/    JOHN HAMERSKI
		John Hamerski, Executive Vice President and Chief Financial Officer (principal financial and accounting officer)

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Exhibit Index

Exhibit Number	Description
10(xxx)	Employment Agreement, dated January 21, 2004, by and between Access Worldwide Communications, Inc. and Richard Lyew. *
10(yyy)	Employment Agreement, dated December 18, 2003, by and between Access Worldwide Communications, Inc. and Ted Jordan. *
10(zzz)	Employment Agreement, dated January 20, 2004, by and between Access Worldwide Communications, Inc. and Georges André. *
10(aaaa)	Employment Agreement, dated January 1, 2004, by and between Access Worldwide Communications, Inc. and Guy Amato. *
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer

EX-10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made the 21st day of January, 2004, by and between Access Worldwide Communications Inc., a Delaware corporation (the “Company”), and Richard Lyew (the “Employee”).

W I T N E S S E T H

WHEREAS, the Company wishes to assure itself of the services of the Employee, and the Employee wishes to serve in the employ of the Company, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Employment, Term. The Company hereby employs the Employee on the terms hereinafter set forth for a period commencing on January 1, 2004, and ending three (3) years thereafter (the “Term”), unless sooner terminated in accordance with the terms of this Agreement. Notwithstanding the foregoing, if not sooner terminated in accordance with the terms of this Agreement, then on the third anniversary of the date hereof and on each anniversary of the date hereof thereafter, the Term shall be automatically extended for an additional twelve (12) months unless either party, no later than thirty (30) days prior to the applicable anniversary date, advises the other in writing of a desire not to extend.

2. Position, Duties. The Employee shall serve as Corporate Controller, or in such other related capacity as may be assigned by the Chief Executive Officer (“CEO”) of the Company or the CEO’s designee or successor. Unless instructed otherwise by the CEO or the CEO’s designee or successor, the Employee shall report to, and shall have such duties, objectives and responsibilities consistent with the Employee’s position as shall be assigned to the Employee by, the CEO, or the CEO’s designee or successor. The Employee shall perform the Employee’s duties and responsibilities hereunder faithfully and diligently, and shall devote the Employee’s full business time and attention to the performance of the Employee’s duties and responsibilities hereunder.

3. Compensation.

3.1 Base Salary. During the Term of this Agreement, in consideration of the performance by the Employee of the services set forth in Section 2 and the Employee’s observance of the other covenants set forth herein, the Company shall pay the Employee, and the Employee shall accept, a base salary at the rate of $144,000.00 per annum, payable in accordance with the standard payroll practices of the Company. The Employee may be entitled to receive merit increases in base salary during the Term hereof in such amount and at such times as shall be determined by the CEO, in the CEO’s sole discretion, subject to approval of the Board of Directors of the Company. In no event shall the failure to grant any such increase (or the amount of any such increase) give rise to a claim by the Employee under this Agreement.

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3.2 Bonus. The Employee may be eligible to receive an annual discretionary bonus of up to, but no more than, 25% of the Employee’s base salary, in such actual amount and based on such criteria as may be established by the CEO in the CEO’s sole and absolute discretion, subject to approval of the Board of Directors of the Company in its discretion. Any bonus awarded hereunder shall be paid contemporaneously with other discretionary bonuses paid to similarly situated employees of the Company, unless otherwise directed by the CEO.

4. Expense Reimbursement. During the Term of the Employee’s employment by the Company pursuant to this Agreement, consistent with the Company’s policies and procedures as may be in effect from time to time, the Company shall reimburse the Employee for all reasonable, necessary, and pre-approved out-of-pocket expenses incurred by the Employee in connection with the performance of the Employee’s duties hereunder, upon the presentation of proper accounts therefor in accordance with the Company’s policies.

5. Other Benefits. During the Term of the Employee’s employment by the Company pursuant to this Agreement, the Employee shall be entitled to receive three (3) weeks paid vacation time per annum (which shall not carry forward year-to-year and are not otherwise compensable); and shall be entitled to such other benefits (including without limitation customary medical, dental, vision, and other insurance) as are from time to time made available to other similarly situated employees of the Company, on the same terms as are available to such similarly situated employees, it being understood that the Employee shall be required to make the same contributions and payments in order to receive any of such benefits as may be required of such similarly situated employees.

6. Termination of Employment.

6.1 Death. In the event of the death of the Employee during the Term of this Agreement, the Company shall pay to the estate or other legal representative of the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the Employee’s date of death and not theretofore paid, and the estate or other legal representative of the Employee shall have no further rights under this Agreement.

6.2 Disability. If the Employee shall become incapacitated by reason of sickness, accident or other physical or mental disability and shall for a period of thirty (30) consecutive days be unable to perform the Employee’s normal duties hereunder, with or without reasonable accommodation, the employment of the Employee hereunder may be terminated by the Company upon ten (10) days’ prior written notice to the Employee. Promptly after such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10.

6.3 Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee

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the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid the Employee, and, after the satisfaction of any claim of the Company against the Employee arising as a direct and proximate result of such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes of this Agreement, the term “Due Cause” shall be defined as (i) the inability of the Employee, for any reason other than authorized vacation, to perform the Employee’s duties under this Agreement for a period of twenty (20) consecutive business days; (ii) dishonesty; (iii) theft; (iv) conviction of a felony; (v) any breach of, or failure to perform under or in accordance with, this Agreement; (vi) the failure of the Employee, for any reason, within five (5) calendar days after receipt by the Employee of a written notice from the Company, to correct, cease, or otherwise alter any conduct or failure to act by the Employee which the Company, in its reasonable discretion, considers insubordination or which the Company considers material to its operation; and (vii) any other act, omission, or series or combination of same, which the law recognizes as constituting “cause” for termination of employment.

6.4 Other Termination by the Company. The Company may terminate the Employee’s employment prior to the expiration of the Term of this Agreement for whatever reason it deems appropriate; provided, however, that in the event that such termination is not pursuant to Sections 6.1, 6.2, or 6.3, the Company shall continue to pay to the Employee (or the Employee’s estate or other legal representative in the case of the death of the Employee subsequent to such termination), in the same periodic installments as the Employee’s annual salary was paid, the salary provided for in Section 3.1 (at the annual rate then in effect) until the earlier of (a) the then scheduled expiration of the Term hereof, (b) nine (9) months following the date of termination, or (c) the date on which the Employee commences employment (whether as an employee, independent contractor, or otherwise) with another employer or on the Employee’s own behalf. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10.

6.5 Termination by the Employee. This Agreement may be terminated by the Employee, at any time. In the event such termination is for Good Reason within thirty (30) days of a Change of Control (as such terms are hereinafter defined), then the Company shall continue to pay to the Employee, in the same periodic installments as his annual salary was paid, the salary provided for in Section 3.1 (at the annual rate then in effect) until the earlier of (x) the then scheduled expiration of the term hereof or (y) nine (9) months following the date of such termination. In the event the Employee’s employment hereunder is terminated by the Employee for any reason other than Good Reason within thirty (30) days of a Change of Control, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid the Employee. In either case, after the satisfaction of any claim the Company may have against the Employee arising during Employee’s employment with the Company, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. As used herein, the term “Good Reason” shall mean (i) a reduction in the Employee’s annual base salary; or (ii) a change in the Employee’s duties and responsibilities which represents a substantial reduction of the duties and responsibilities which existed immediately prior thereto or the assignment to the Employee of any substantial new duties or

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responsibilities inconsistent with those which existed immediately prior thereto; or (iii) the requirement by the Company that the Employee (without the consent of the Employee) work out of a location more than fifty (50) miles away from the Employee’s then-current work location, except for reasonably required travel on the Company’s business. For purposes of this Agreement, a “Change of Control” shall be deemed to occur (1) on the effective date of any merger, consolidation, or reorganization which results in the holders of the outstanding voting securities of the Company (determined immediately prior to such merger or consolidation) owning less than an majority of the outstanding voting securities of the surviving corporation (determined immediately following such merger or consolidation), or any sale or transfer by the Company of all or substantially all of its assets; or (2) on the date of closing of any tender offer or exchange offer for, or the acquisition, directly or indirectly, by any person or group of, all or a majority of the then outstanding voting securities of the Company. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur if the Company either merges or consolidates with or into another company or sells or disposes of all or substantially all of its assets to another company, if such merger, consolidation, sale or disposition is in connection with a corporate restructuring wherein the stockholders of the Company immediately before such merger, consolidation, sale, or disposition own, directly or indirectly, immediately following such merger, consolidation, sale, or disposition at least a majority of the combined voting power of all outstanding classes of securities of the Company resulting from such merger or consolidation, or to which the Company sells or disposes of its assets, in substantially the same proportion as their ownership in the Company immediately before such merger, consolidation, sale, or disposition.

6.6 Rights to Benefits. Upon termination of employment under any provision contained in this Section 6, rights and benefits of the Employee, the Employee’s estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10.

7. Confidential Information.

7.1 (a) The Employee shall, during the Employee’s employment with the Company and at all times thereafter, treat all confidential material (as hereinafter defined) of the Company or any of the Company’s subsidiaries, affiliates or parent entities (the Company and the Company’s subsidiaries, affiliates and parent entities being hereinafter collectively referred to as the “Company Group”) confidentially. The Employee shall not, without the prior written consent of the CEO, disclose such confidential material, directly or indirectly, to any party, who at the time of such disclosure is not an employee or agent of any member of the Company Group, or remove from the Company’s premises any notes or records relating thereto, copies or facsimiles thereof (whether made by electronic, electrical, magnetic, optical, laser, acoustic or other means), or any other property of any member of the Company Group. The Employee agrees that all confidential material, together with all notes and records of the Employee relating thereto, and all copies or facsimiles thereof in possession of the Employee (whether made by the foregoing or other means) are the exclusive property of the Company.

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(b) For the purposes hereof, the term “confidential material” shall mean all information in any way concerning the activities, business or affairs of any member of the Company Group or any of the customers of any member of the Company Group, including, without limitation, information concerning trade secrets, together with all sales and financial information concerning any member of the Company Group and any and all information concerning projects in research and development or marketing plans for any products or projects of the Company Group, and all information concerning the practices and customers of any member of the Company Group; provided however, that the term “confidential material” shall not include information which becomes generally available to the public other than as a result of a disclosure by the Employee.

7.2 Promptly upon the request of the Company, the Employee shall deliver to the Company all confidential material relating to any member of the Company Group in the possession of the Employee without retaining a copy thereof (provided, however, that the Employee shall be entitled to retain a list of such confidential material so long as the form of such list is reasonably acceptable to the Company), unless, in the written opinion of counsel for the Company delivered to the Employee, either returning such confidential material or failing to retain a copy thereof would violate any applicable Federal, state, local or foreign law, in which event such confidential material shall be returned without retaining any copies thereof as soon as practicable after such counsel advises in writing to the Employee that the same may be lawfully done.

7.3 In the event that the Employee is required, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, to disclose any confidential material relating to any member of the Company Group, the Employee shall provide the Company with prompt notice thereof so that the Company may seek an appropriate protective order and/or waive compliance by the Employee with the provisions hereof.

8. Non-Competition.

8.1 The Employee acknowledges that the services to be rendered by the Employee to the Company are of a special and unique character. The Employee agrees that, in consideration of the Employee’s employment hereunder, the Employee will not, directly or indirectly, (a) so long as the Employee is employed pursuant to this Agreement and for two (2) years thereafter, (x) engage, whether as principal, agent, investor, distributor, representative, stockholder, employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture, which is competitive with the business of the Company or any other members of the Company Group, (y) solicit or entice or endeavor to solicit or entice away any of the clients or customers of any member of the Company Group, either on the Employee’s own account or for any other person firm, corporation or organization, (x) solicit or entice or endeavor to solicit or entice away from any member of the Company Group any person who was or is at the time of solicitation, a director, officer, employee, agent or consultant of such member of the Company Group, on the Employee’s own account or for any person, firm, corporation or other organization, whether or not such person would commit any breach of such person’s contract of employment by reason of leaving the service of such member of the Company Group, or (y) employ any person who was or is at the time of the solicitation, a director, officer or

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employee of any member of the Company Group or any person who is or may be likely to be in possession of any confidential information or trade secrets relating to the business of any member of the Company Group; or (b) at any time make any statement, or engage in any act or omission, which might reasonably be expected to disparage or impair the business and/or reputation of any member of the Company Group.

8.2 The Employee and the Company agree that if, in any proceeding, the court or authority shall refuse to enforce the covenants herein set forth because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law.

8.3 The Employee expressly acknowledges and agrees that the covenants and agreements set forth in this Section 8 are reasonable in all respects, and necessary in order to protect, maintain and preserve the value and goodwill of the Company Group, as well as the proprietary and other legitimate business interests of the members of the Company Group. The Employee acknowledges and agrees that the covenants and agreements of the Employee set forth in this Section 8 constitute a significant part of the consideration given by the Employee to the Company in exchange for the salary and benefits provided for in this Agreement, and are a material reason for such payment.

9. Intellectual Property.

9.1 Any and all intellectual property, inventions or software made, developed or created by the Employee (a) during the Term of this Agreement or (b) within a period of one (1) year after the termination of the Employee’s employment with the Company, which reasonably relate to services rendered by the Employee to the Company during the Term of the Employee’s employment by the Company (each, an “Invention”) , whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction with others, and whether during regular working hours or otherwise, shall be promptly and fully disclosed by the Employee to the CEO and/or the Board of Directors of the Company and shall be the Company’s exclusive property as against the Employee, and the Employee shall promptly deliver to the CEO and/or the Board of Directors all papers, drawings, models, data and other material relating to any Invention made, developed or created by the Employee as aforesaid.

9.2 The Employee hereby expressly acknowledges and agrees that any Invention developed or created by the Employee during the Term of this Agreement which reasonably relates to services rendered by the Employee to the Company during the Employee’s employment by the Company shall be considered “works made for hire” within the meaning of the Copyright Act of 1976, as amended (17 U.S.C. § 101). Each such Invention as well as all copies of such Invention in whatever medium fixed or embodied, shall be owned exclusively by the Company as of the date of creation.

9.3 The Employee shall, upon the Company’s request and without any payment therefor, execute any documents necessary or advisable in the opinion of the Company’s counsel to direct issuance of patents or copyrights of the Company with respect to

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such Invention as are to be in the Company’s exclusive property as against the Employee under this Section 9 or to vest in the Company title to such inventions as against the Employee, the expense of securing any such patent or copyright, to be borne by the Company. In addition, the Employee agrees not to file any patent, copyright or trademark applications related to such Invention.

10. Equitable Relief. In the event of a breach or threatened breach by the Employee of any of the provisions of Sections 7, 8, or 9 of this Agreement, the Employee hereby consents and agrees that the Company shall be entitled to pre-judgment injunctive relief or similar equitable relief restraining the Employee from committing or continuing any such breach or threatened breach or granting specific performance of any act required to be performed by the Employee under any of such provisions, without the necessity of showing any actual damage or that money damages would not afford an adequate remedy and without the necessity of posting a bond or other security. The parties hereto hereby consent to the jurisdiction of the federal courts located in the Southern District of Florida and the state courts located in such District for any proceedings under this Section 10. Nothing herein shall be constructed as prohibiting the Company from pursuing any other remedies at law or in equity which it may have.

11. Successors and Assigns.

11.1 Assignment by the Company. The Company may assign this Agreement to any member of the Company Group or successor to the Company, and the Employee hereby consents to such assignment.

11.2 Assignment by the Employee. The Employee may not assign this Agreement or any part hereof.

12. Governing Law. This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Florida applicable to contracts to be performed entirely within such State.

13. Entire Agreement. This Agreement contains all the understandings and representations between the parties hereto pertaining to the subject matter hereof and, subject to the provisions of Section 18, below, supersedes, in their entirety, all undertakings and agreements, whether oral or in writing, if there be any, previously entered into by them with respect to employment, severance, and any and all other matters set forth or reasonably contemplated herein.

14. Modification and Amendment; Waiver. The provisions of the Agreement may be modified, amended or waived, but only upon the written consent of the party against whom enforcement of such modification, amendment or waiver shall be effective only to the extent set forth in such writing. No delay or failure on the part of any party hereto in exercising any right, power or remedy hereunder shall effect or operate as a waiver thereof, nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such right, power, or remedy preclude any further exercise thereof or of any other right, power or remedy.

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15. Notices. Any notices, demands or other communication given in connection herewith shall be in writing and be deemed given (i) when personally delivered, (ii) sent by facsimile transmission to a number provided in writing by the addressee and a confirmation of the transmission is received by the sender or (iii) three (3) days after being deposited for delivery with a recognized overnight courier, such as FedEx, with directions to deliver within three (3) days, and addressed or sent, as the case may be, to the address or facsimile number set forth below or to such other address or facsimile number as such party may designate in accordance herewith:

      When the Company is the intended recipient:

Access Worldwide Communications, Inc.

Attention: President and Chief Executive Officer

4950 Communications Avenue

Suite 300

Boca Raton, Florida 33431

Facsimile No.:

      When the Employee is the intended recipient:

Richard Lyew

Facsimile:

16. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties hereto with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been set forth herein.

17. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

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18. Effectiveness. This Agreement has been executed prior to the date of commencement of the Employee’s employment hereunder, but during the Employee’s employment by the Company under a separate agreement and/or separate terms (“Existing Agreement”). The Existing Agreement remains in effect in accordance with its terms, and shall govern the relationship of and between the parties through and until the close of business on December 31, 2003. The terms of Sections 1 through 17 of this Agreement shall not become effective until January 1, 2004. Furthermore, should the Employee cease to be employed by the Company at any time prior to the close of business on December 31, 2003, then this Agreement shall be deemed to be null and void, ab initio.

EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN:

For the Company	For the Employee
By:	By:
		Richard Lyew
Title:

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EX-10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made the 18th day of December, 2003, by and between Access Worldwide Communications Inc., a Delaware corporation (the “Company”), and Ted Jordan (the “Employee”).

W I T N E S S E T H

WHEREAS, the Company wishes to assure itself of the services of the Employee, and the Employee wishes to serve in the employ of the Company, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Employment, Term. The Company hereby employs the Employee on the terms hereinafter set forth for a period commencing on January 1, 2004, and ending three (3) years thereafter (the “Term”), unless sooner terminated in accordance with the terms of this Agreement. Notwithstanding the foregoing, if not sooner terminated in accordance with the terms of this Agreement, then on the third anniversary of the date hereof and on each anniversary of the date hereof thereafter, the Term shall be automatically extended for an additional twelve (12) months unless either party, no later than thirty (30) days prior to the applicable anniversary date, advises the other in writing of a desire not to extend.

2. Position, Duties. The Employee shall serve as Chief Information Officer (“CIO”), or in such other related capacity as may be assigned by the Chief Executive Officer (“CEO”) of the Company or the CEO’s designee or successor. Unless instructed otherwise by the CEO or the CEO’s designee or successor, the Employee shall report to, and shall have such duties, objectives and responsibilities consistent with the Employee’s position as shall be assigned to the Employee by, the CEO, or the CEO’s designee or successor. The Employee shall perform the Employee’s duties and responsibilities hereunder faithfully and diligently, and shall devote the Employee’s full business time and attention to the performance of the Employee’s duties and responsibilities hereunder.

3. Compensation.

3.1 Base Salary. During the Term of this Agreement, in consideration of the performance by the Employee of the services set forth in Section 2 and the Employee’s observance of the other covenants set forth herein, the Company shall pay the Employee, and the Employee shall accept, a base salary at the rate of $185,000.00 per annum, payable in accordance with the standard payroll practices of the Company. The Employee may be entitled to receive merit increases in base salary during the Term hereof in such amount and at such times as shall be determined by the CEO, in the CEO’s sole discretion, subject to approval of the Board of Directors of the Company. In no event shall the failure to grant any such increase (or the amount of any such increase) give rise to a claim by the Employee under this Agreement.

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3.2 Bonus. The Employee may be eligible to receive an annual discretionary bonus of up to, but no more than, 25% of the Employee’s then-base salary, in such actual amount and based on such criteria as may be established by the CEO in the CEO’s sole and absolute discretion, subject to approval of the Board of Directors of the Company in its discretion. Any bonus awarded hereunder shall be paid contemporaneously with other discretionary bonuses paid to similarly situated employees of the Company, unless otherwise directed by the CEO.

4. Expense Reimbursement. During the Term of the Employee’s employment by the Company pursuant to this Agreement, consistent with the Company’s policies and procedures as may be in effect from time to time, the Company shall reimburse the Employee for all reasonable, necessary, and pre-approved out-of-pocket expenses incurred by the Employee in connection with the performance of the Employee’s duties hereunder, upon the presentation of proper accounts therefor in accordance with the Company’s policies.

5. Other Benefits. During the Term of the Employee’s employment by the Company pursuant to this Agreement, the Employee shall be entitled to receive three (3) weeks paid vacation time per annum (which shall not carry forward year-to-year and are not otherwise compensable); and shall be entitled to such other benefits (including without limitation customary medical, dental, vision, and other insurance) as are from time to time made available to other similarly situated employees of the Company, on the same terms as are available to such similarly situated employees, it being understood that the Employee shall be required to make the same contributions and payments in order to receive any of such benefits as may be required of such similarly situated employees.

6. Termination of Employment.

6.1 Death. In the event of the death of the Employee during the Term of this Agreement, the Company shall pay to the estate or other legal representative of the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the Employee’s date of death and not theretofore paid, and the estate or other legal representative of the Employee shall have no further rights under this Agreement.

6.2 Disability. If the Employee shall become incapacitated by reason of sickness, accident or other physical or mental disability and shall for a period of thirty (30) consecutive days be unable to perform the Employee’s normal duties hereunder, with or without reasonable accommodation, the employment of the Employee hereunder may be terminated by the Company upon ten (10) days’ prior written notice to the Employee. Promptly after such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10.

6.3 Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee

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the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid the Employee, and, after the satisfaction of any claim of the Company against the Employee arising as a direct and proximate result of such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes of this Agreement, the term “Due Cause” shall be defined as (i) the inability of the Employee, for any reason other than authorized vacation, to perform the Employee’s duties under this Agreement for a period of twenty (20) consecutive business days; (ii) dishonesty; (iii) theft; (iv) conviction of a felony; (v) any breach of, or failure to perform under or in accordance with, this Agreement; (vi) the failure of the Employee, for any reason, within five (5) calendar days after receipt by the Employee of a written notice from the Company, to correct, cease, or otherwise alter any conduct or failure to act by the Employee which the Company, in its reasonable discretion, considers insubordination or which the Company considers material to its operation; and (vii) any other act, omission, or series or combination of same, which the law recognizes as constituting “cause” for termination of employment.

6.4 Other Termination by the Company. The Company may terminate the Employee’s employment prior to the expiration of the Term of this Agreement for whatever reason it deems appropriate; provided, however, that in the event that such termination is not pursuant to Sections 6.1, 6.2, or 6.3, the Company shall continue to pay to the Employee (or the Employee’s estate or other legal representative in the case of the death of the Employee subsequent to such termination), in the same periodic installments as the Employee’s annual salary was paid, the salary provided for in Section 3.1 (at the annual rate then in effect) until the earlier of (a) the then scheduled expiration of the Term hereof, (b) nine (9) months following the date of termination, or (c) the date on which the Employee commences employment (whether as an employee, independent contractor, or otherwise) with another employer or on the Employee’s own behalf. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10.

6.5 Termination by the Employee. This Agreement may be terminated by the Employee, at any time. In the event such termination is for Good Reason within thirty (30) days of a Change of Control (as such terms are hereinafter defined), then the Company shall continue to pay to the Employee, in the same periodic installments as his annual salary was paid, the salary provided for in Section 3.1 (at the annual rate then in effect) until the earlier of (x) the then scheduled expiration of the term hereof or (y) nine (9) months following the date of such termination. In the event the Employee’s employment hereunder is terminated by the Employee for any reason other than Good Reason within thirty (30) days of a Change of Control, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid the Employee. In either case, after the satisfaction of any claim the Company may have against the Employee arising during Employee’s employment with the Company, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. As used herein, the term “Good Reason” shall mean (i) a reduction in the Employee’s annual base salary; or (ii) a change in the Employee’s duties and responsibilities which represents a substantial reduction of the duties and responsibilities which existed immediately prior thereto or the assignment to the Employee of any substantial new duties or

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responsibilities inconsistent with those which existed immediately prior thereto; or (iii) the requirement by the Company that the Employee (without the consent of the Employee) work out of a location more than fifty (50) miles away from the Employee’s then-current work location, except for reasonably required travel on the Company’s business. For purposes of this Agreement, a “Change of Control” shall be deemed to occur (1) on the effective date of any merger, consolidation, or reorganization which results in the holders of the outstanding voting securities of the Company (determined immediately prior to such merger or consolidation) owning less than an majority of the outstanding voting securities of the surviving corporation (determined immediately following such merger or consolidation), or any sale or transfer by the Company of all or substantially all of its assets; or (2) on the date of closing of any tender offer or exchange offer for, or the acquisition, directly or indirectly, by any person or group of, all or a majority of the then outstanding voting securities of the Company. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur if the Company either merges or consolidates with or into another company or sells or disposes of all or substantially all of its assets to another company, if such merger, consolidation, sale or disposition is in connection with a corporate restructuring wherein the stockholders of the Company immediately before such merger, consolidation, sale, or disposition own, directly or indirectly, immediately following such merger, consolidation, sale, or disposition at least a majority of the combined voting power of all outstanding classes of securities of the Company resulting from such merger or consolidation, or to which the Company sells or disposes of its assets, in substantially the same proportion as their ownership in the Company immediately before such merger, consolidation, sale, or disposition.

6.6 Rights to Benefits. Upon termination of employment under any provision contained in this Section 6, rights and benefits of the Employee, the Employee’s estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10.

7. Confidential Information.

7.1 (a) The Employee shall, during the Employee’s employment with the Company and at all times thereafter, treat all confidential material (as hereinafter defined) of the Company or any of the Company’s subsidiaries, affiliates or parent entities (the Company and the Company’s subsidiaries, affiliates and parent entities being hereinafter collectively referred to as the “Company Group”) confidentially. The Employee shall not, without the prior written consent of the CEO, disclose such confidential material, directly or indirectly, to any party, who at the time of such disclosure is not an employee or agent of any member of the Company Group, or remove from the Company’s premises any notes or records relating thereto, copies or facsimiles thereof (whether made by electronic, electrical, magnetic, optical, laser, acoustic or other means), or any other property of any member of the Company Group. The Employee agrees that all confidential material, together with all notes and records of the Employee relating thereto, and all copies or facsimiles thereof in possession of the Employee (whether made by the foregoing or other means) are the exclusive property of the Company.

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(b) For the purposes hereof, the term “confidential material” shall mean all information in any way concerning the activities, business or affairs of any member of the Company Group or any of the customers of any member of the Company Group, including, without limitation, information concerning trade secrets, together with all sales and financial information concerning any member of the Company Group and any and all information concerning projects in research and development or marketing plans for any products or projects of the Company Group, and all information concerning the practices and customers of any member of the Company Group; provided however, that the term “confidential material” shall not include information which becomes generally available to the public other than as a result of a disclosure by the Employee.

7.2 Promptly upon the request of the Company, the Employee shall deliver to the Company all confidential material relating to any member of the Company Group in the possession of the Employee without retaining a copy thereof (provided, however, that the Employee shall be entitled to retain a list of such confidential material so long as the form of such list is reasonably acceptable to the Company), unless, in the written opinion of counsel for the Company delivered to the Employee, either returning such confidential material or failing to retain a copy thereof would violate any applicable Federal, state, local or foreign law, in which event such confidential material shall be returned without retaining any copies thereof as soon as practicable after such counsel advises in writing to the Employee that the same may be lawfully done.

7.3 In the event that the Employee is required, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, to disclose any confidential material relating to any member of the Company Group, the Employee shall provide the Company with prompt notice thereof so that the Company may seek an appropriate protective order and/or waive compliance by the Employee with the provisions hereof.

8. Non-Competition.

8.1 The Employee acknowledges that the services to be rendered by the Employee to the Company are of a special and unique character. The Employee agrees that, in consideration of the Employee’s employment hereunder, the Employee will not, directly or indirectly, (a) so long as the Employee is employed pursuant to this Agreement and for two (2) years thereafter, (x) engage, whether as principal, agent, investor, distributor, representative, stockholder, employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture, which is competitive with the call center business of the Company or any other members of the Company Group, (y) solicit or entice or endeavor to solicit or entice away any of the clients or customers of any member of the Company Group, either on the Employee’s own account or for any other person firm, corporation or organization, (x) solicit or entice or endeavor to solicit or entice away from any member of the Company Group any person who was or is at the time of solicitation, a director, officer, employee, agent or consultant of such member of the Company Group, on the Employee’s own account or for any person, firm, corporation or other organization, whether or not such person would commit any breach of such person’s contract of employment by reason of leaving the service of such member of the Company Group, or (y) employ any person who was or is at the time of the solicitation, a director, officer or

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employee of any member of the Company Group or any person who is or may be likely to be in possession of any confidential information or trade secrets relating to the business of any member of the Company Group; or (b) at any time make any statement, or engage in any act or omission, which might reasonably be expected to disparage or impair the business and/or reputation of any member of the Company Group.

8.2 The Employee and the Company agree that if, in any proceeding, the court or authority shall refuse to enforce the covenants herein set forth because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law.

8.3 The Employee expressly acknowledges and agrees that the covenants and agreements set forth in this Section 8 are reasonable in all respects, and necessary in order to protect, maintain and preserve the value and goodwill of the Company Group, as well as the proprietary and other legitimate business interests of the members of the Company Group. The Employee acknowledges and agrees that the covenants and agreements of the Employee set forth in this Section 8 constitute a significant part of the consideration given by the Employee to the Company in exchange for the salary and benefits provided for in this Agreement, and are a material reason for such payment.

9. Intellectual Property.

9.1 Any and all intellectual property, inventions or software made, developed or created by the Employee (a) during the Term of this Agreement or (b) within a period of one (1) year after the termination of the Employee’s employment with the Company, which reasonably relate to services rendered by the Employee to the Company during the Term of the Employee’s employment by the Company (each, an “Invention”), whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction with others, and whether during regular working hours or otherwise, shall be promptly and fully disclosed by the Employee to the CEO and/or the Board of Directors of the Company and shall be the Company’s exclusive property as against the Employee, and the Employee shall promptly deliver to the CEO and/or the Board of Directors all papers, drawings, models, data and other material relating to any Invention made, developed or created by the Employee as aforesaid.

9.2 The Employee hereby expressly acknowledges and agrees that any Invention developed or created by the Employee during the Term of this Agreement which reasonably relates to services rendered by the Employee to the Company during the Employee’s employment by the Company shall be considered “works made for hire” within the meaning of the Copyright Act of 1976, as amended (17 U.S.C. § 101). Each such Invention as well as all copies of such Invention in whatever medium fixed or embodied, shall be owned exclusively by the Company as of the date of creation.

9.3 The Employee shall, upon the Company’s request and without any payment therefor, execute any documents necessary or advisable in the opinion of the Company’s counsel to direct issuance of patents or copyrights of the Company with respect to

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such Invention as are to be in the Company’s exclusive property as against the Employee under this Section 9 or to vest in the Company title to such inventions as against the Employee, the expense of securing any such patent or copyright, to be borne by the Company. In addition, the Employee agrees not to file any patent, copyright or trademark applications related to such Invention.

10. Equitable Relief. In the event of a breach or threatened breach by the Employee of any of the provisions of Sections 7, 8, or 9 of this Agreement, the Employee hereby consents and agrees that the Company shall be entitled to pre-judgment injunctive relief or similar equitable relief restraining the Employee from committing or continuing any such breach or threatened breach or granting specific performance of any act required to be performed by the Employee under any of such provisions, without the necessity of showing any actual damage or that money damages would not afford an adequate remedy and without the necessity of posting a bond or other security. The parties hereto hereby consent to the jurisdiction of the federal courts located in the Southern District of Florida and the state courts located in such District for any proceedings under this Section 10. Nothing herein shall be constructed as prohibiting the Company from pursuing any other remedies at law or in equity which it may have.

11. Successors and Assigns.

11.1 Assignment by the Company. The Company may assign this Agreement to any member of the Company Group or successor to the Company, and the Employee hereby consents to such assignment.

11.2 Assignment by the Employee. The Employee may not assign this Agreement or any part hereof.

12. Governing Law. This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Florida applicable to contracts to be performed entirely within such State.

13. Entire Agreement. This Agreement contains all the understandings and representations between the parties hereto pertaining to the subject matter hereof and, subject to the provisions of Section 18, below, supersedes, in their entirety, all undertakings and agreements, whether oral or in writing, if there be any, previously entered into by them with respect to employment, severance, and any and all other matters set forth or reasonably contemplated herein.

14. Modification and Amendment; Waiver. The provisions of the Agreement may be modified, amended or waived, but only upon the written consent of the party against whom enforcement of such modification, amendment or waiver shall be effective only to the extent set forth in such writing. No delay or failure on the part of any party hereto in exercising any right, power or remedy hereunder shall effect or operate as a waiver thereof, nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such right, power, or remedy preclude any further exercise thereof or of any other right, power or remedy.

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15. Notices. Any notices, demands or other communication given in connection herewith shall be in writing and be deemed given (i) when personally delivered, (ii) sent by facsimile transmission to a number provided in writing by the addressee and a confirmation of the transmission is received by the sender or (iii) three (3) days after being deposited for delivery with a recognized overnight courier, such as FedEx, with directions to deliver within three (3) days, and addressed or sent, as the case may be, to the address or facsimile number set forth below or to such other address or facsimile number as such party may designate in accordance herewith:

      When the Company is the intended recipient:

Access Worldwide Communications, Inc.

Attention: President and Chief Executive Officer

4950 Communications Avenue

Suite 300

Boca Raton, Florida 33431

Facsimile No.:

      When the Employee is the intended recipient:

Ted Jordan

Facsimile:

16. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties hereto with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been set forth herein.

17. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

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18. Effectiveness. This Agreement has been executed prior to the date of commencement of the Employee’s employment hereunder, but during the Employee’s employment by the Company under a separate agreement and/or separate terms (“Existing Agreement”). The Existing Agreement remains in effect in accordance with its terms, and shall govern the relationship of and between the parties through and until the close of business on December 31, 2003. The terms of Sections 1 through 17 of this Agreement shall not become effective until January 1, 2004. Furthermore, should the Employee cease to be employed by the Company at any time prior to the close of business on December 31, 2003, then this Agreement shall be deemed to be null and void, ab initio.

EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN:

For the Company	For the Employee
By:	By:
		Ted Jordan
Title:

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EX-10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made the 20th day of January, 2004, by and between Access Worldwide Communications Inc., a Delaware corporation (the “Company”), and Georges Andre (the “Employee”).

W I T N E S S E T H

WHEREAS, the Company wishes to assure itself of the services of the Employee, and the Employee wishes to serve in the employ of the Company, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Employment, Term. The Company hereby employs the Employee on the terms hereinafter set forth for a period commencing on January 1, 2004, and ending three (3) years thereafter (the “Term”), unless sooner terminated in accordance with the terms of this Agreement. Notwithstanding the foregoing, if not sooner terminated in accordance with the terms of this Agreement, then on the third anniversary of the date hereof and on each anniversary of the date hereof thereafter, the Term shall be automatically extended for an additional twelve (12) months unless either party, no later than thirty (30) days prior to the applicable anniversary date, advises the other in writing of a desire not to extend.

2. Position, Duties. The Employee shall serve as Chief Executive Officer of the Company’s TelAc division, or in such other related capacity as may be assigned by the Chief Executive Officer (“CEO”) of the Company or the CEO’s designee or successor. Unless instructed otherwise by the CEO or the CEO’s designee or successor, the Employee shall report to, and shall have such duties, objectives and responsibilities consistent with the Employee’s position as shall be assigned to the Employee by, the CEO, or the CEO’s designee or successor. The Employee shall perform the Employee’s duties and responsibilities hereunder faithfully and diligently, and shall devote the Employee’s full business time and attention to the performance of the Employee’s duties and responsibilities hereunder.

3. Compensation.

3.1 Base Salary. During the Term of this Agreement, in consideration of the performance by the Employee of the services set forth in Section 2 and the Employee’s observance of the other covenants set forth herein, the Company shall pay the Employee, and the Employee shall accept, a base salary at the rate of $250,000.00 per annum, payable in accordance with the standard payroll practices of the Company. The Employee may be entitled to receive merit increases in base salary during the Term hereof in such amount and at such times as shall be determined by the CEO, in the CEO’s sole discretion, subject to approval of the Board of Directors of the Company. In no event shall the failure to grant any such increase (or the amount of any such increase) give rise to a claim by the Employee under this Agreement.

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3.2 Bonus. The Employee may be eligible to receive an annual discretionary bonus in such actual amount and based on such criteria as may be established by the CEO in the CEO’s sole and absolute discretion, subject to approval of the Board of Directors of the Company in its discretion. Any bonus awarded hereunder shall be paid contemporaneously with other discretionary bonuses paid to similarly situated employees of the Company, unless otherwise directed by the CEO.

4. Expense Reimbursement. During the Term of the Employee’s employment by the Company pursuant to this Agreement, the Company shall reimburse the Employee for all reasonable and necessary out-of-pocket expenses incurred by the Employee in connection with the performance of the Employee’s duties hereunder, upon the presentation of proper accounts therefor in accordance with the Company’s policies, so long as such reasonable and necessary expenses are also consistent with the Company’s policies, practices, and procedures as may be in effect at the time.

5. Other Benefits. During the Term of the Employee’s employment by the Company pursuant to this Agreement, the Employee shall be entitled to receive three (3) weeks paid vacation time per annum (which shall not carry forward year-to-year and are not otherwise compensable); shall receive an automobile allowance of $800.00 per month; and shall be entitled to such other benefits (including without limitation customary medical, dental, vision, and other insurance) as are from time to time made available to other similarly situated employees of the Company, on the same terms as are available to such similarly situated employees, it being understood that the Employee shall be required to make the same contributions and payments in order to receive any of such benefits as may be required of such similarly situated employees.

6. Termination of Employment.

6.1 Death. In the event of the death of the Employee during the Term of this Agreement, the Company shall pay to the estate or other legal representative of the Employee (i) the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the Employee’s date of death and not theretofore paid, and (ii) if a discretionary bonus under Section 3.2 has been awarded and approved, but not yet paid, the discretionary bonus so awarded and approved but not yet paid, pro-rated through the Employee’s date of death. Neither the estate nor other legal representative of the Employee shall have any further rights under this Agreement.

6.2 Disability. If the Employee shall become incapacitated by reason of sickness, accident or other physical or mental disability and shall for a period of thirty (30) consecutive days be unable to perform the Employee’s normal duties hereunder, with or without reasonable accommodation, the employment of the Employee hereunder may be terminated by the Company upon ten (10) days’ prior written notice to the Employee. Promptly after such termination, the Company shall pay to the Employee (i) the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid, and (ii) if a discretionary bonus under Section 3.2 has been awarded and approved, but not yet paid, the discretionary bonus so awarded and approved but not yet paid, pro-rated through the date of such termination. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10.

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6.3 Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid the Employee, and, after the satisfaction of any claim of the Company against the Employee arising as a direct and proximate result of such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes of this Agreement, the term “Due Cause” shall be defined as (i) the inability of the Employee, for any reason other than authorized vacation, to perform the Employee’s duties under this Agreement for a period of twenty (20) consecutive business days; (ii) dishonesty; (iii) theft; (iv) conviction of a felony; (v) any breach of, or failure to perform under or in accordance with, this Agreement; (vi) the failure of the Employee, for any reason, within five (5) calendar days after receipt by the Employee of a written notice from the Company, to correct, cease, or otherwise alter any conduct or failure to act by the Employee which the Company, in its reasonable discretion, considers insubordination or which the Company considers material to its operation; (vii) failure of either the Company or the TelAc division of the Company to achieve positive EBITDA for a period of three (3) consecutive months; and (viii) any other act, omission, or series or combination of same, which the law recognizes as constituting “cause” for termination of employment.

6.4 Other Termination by the Company. The Company may terminate the Employee’s employment prior to the expiration of the Term of this Agreement for whatever reason it deems appropriate; provided, however, that in the event that such termination is not pursuant to Sections 6.1, 6.2, or 6.3, the Company shall continue to pay to the Employee (or the Employee’s estate or other legal representative in the case of the death of the Employee subsequent to such termination), (i) the salary provided for in Section 3.1 (at the annual rate then in effect), in the same periodic installments as the Employee’s annual salary was until then paid, until the earlier of (a) the then scheduled expiration of the Term hereof, (b) nine (9) months following the date of termination, or (c) the date on which the Employee commences employment (whether as an employee, independent contractor, or otherwise) with another employer, and (ii) if a discretionary bonus under Section 3.2 has been awarded and approved, but not yet paid, the discretionary bonus so awarded and approved but not yet paid, pro-rated through the date of such termination. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10.

6.5 Termination by the Employee. This Agreement may be terminated by the Employee, at any time. In the event such termination is for Good Reason within thirty (30) days of a Change of Control (as such terms are hereinafter defined), then the Company shall continue to pay to the Employee (or his estate or other legal representative in the case of the death of the Employee subsequent to such termination), (i) the salary provided for in Section 3.1 (at the annual rate then in effect), in the same periodic installments as his annual salary was until then paid, until the earlier of (x) the then scheduled expiration of the term hereof or (y) twelve (12) months following the date of such termination, and (ii) if a discretionary bonus under Section 3.2

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has been awarded and approved for the current year, but not yet paid, the discretionary bonus so awarded and approved but not yet paid, pro-rated through the date of such termination (provided, however, that if no such discretionary bonus has been awarded and approved for the current year, but such a discretionary bonus had been awarded, approved, and paid for the immediately preceding year, then the Employee shall receive an amount equal to the immediately preceding year’s discretionary bonus, reduced by pro-ration through the date of termination). In the event the Employee’s employment hereunder is terminated by the Employee for any reason other than Good Reason, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid the Employee. In either case, after the satisfaction of any claim the Company may have against the Employee arising during Employee’s employment with the Company, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. As used herein, the term “Good Reason” shall mean (i) a reduction in the Employee’s annual base salary; or (ii) a change in the Employee’s duties and responsibilities which represents a substantial reduction of the duties and responsibilities which existed immediately prior thereto or the assignment to the Employee of any substantial new duties or responsibilities inconsistent with those which existed immediately prior thereto; or (iii) the requirement by the Company that the Employee (without the consent of the Employee) work out of a location more than fifty (50) miles away from the Employee’s then-current work location, except for reasonably required travel on the Company’s business. For purposes of this Agreement, a “Change in Control” shall be deemed to occur (1) on the effective date of any merger, consolidation, or reorganization which results in the holders of the outstanding voting securities of the Company (determined immediately prior to such merger or consolidation) owning less than an majority of the outstanding voting securities of the surviving corporation (determined immediately following such merger or consolidation), or any sale or transfer by the Company of all or substantially all of its assets; or (2) on the date of closing of any tender offer or exchange offer for, or the acquisition, directly or indirectly, by any person or group of, all or a majority of the then outstanding voting securities of the Company. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur if the Company either merges or consolidates with or into another company or sells or disposes of all or substantially all of its assets to another company, if such merger, consolidation, sale or disposition is in connection with a corporate restructuring wherein the stockholders of the Company immediately before such merger, consolidation, sale, or disposition own, directly or indirectly, immediately following such merger, consolidation, sale, or disposition at least a majority of the combined voting power of all outstanding classes of securities of the Company resulting from such merger or consolidation, or to which the Company sells or disposes of its assets, in substantially the same proportion as their ownership in the Company immediately before such merger, consolidation, sale, or disposition.

6.6 Rights to Benefits. Upon termination of employment under any provision contained in this Section 6, rights and benefits of the Employee, the Employee’s estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10.

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7. Confidential Information.

7.1 (a) The Employee shall, during the Employee’s employment with the Company and at all times thereafter, treat all confidential material (as hereinafter defined) of the Company or any of the Company’s subsidiaries, affiliates or parent entities (the Company and the Company’s subsidiaries, affiliates and parent entities being hereinafter collectively referred to as the “Company Group”) confidentially. The Employee shall not, without the prior written consent of the CEO, disclose such confidential material, directly or indirectly, to any party, who at the time of such disclosure is not an employee or agent of any member of the Company Group, or remove from the Company’s premises any notes or records relating thereto, copies or facsimiles thereof (whether made by electronic, electrical, magnetic, optical, laser, acoustic or other means), or any other property of any member of the Company Group. The Employee agrees that all confidential material, together with all notes and records of the Employee relating thereto, and all copies or facsimiles thereof in possession of the Employee (whether made by the foregoing or other means) are the exclusive property of the Company.

(b) For the purposes hereof, the term “confidential material” shall mean all information in any way concerning the activities, business or affairs of any member of the Company Group or any of the customers of any member of the Company Group, including, without limitation, information concerning trade secrets, together with all sales and financial information concerning any member of the Company Group and any and all information concerning projects in research and development or marketing plans for any products or projects of the Company Group, and all information concerning the practices and customers of any member of the Company Group; provided however, that the term “confidential material” shall not include information which becomes generally available to the public other than as a result of a disclosure by the Employee.

7.2 Promptly upon the request of the Company, the Employee shall deliver to the Company all confidential material relating to any member of the Company Group in the possession of the Employee without retaining a copy thereof (provided, however, that the Employee shall be entitled to retain a list of such confidential material so long as the form of such list is reasonably acceptable to the Company), unless, in the written opinion of counsel for the Company delivered to the Employee, either returning such confidential material or failing to retain a copy thereof would violate any applicable Federal, state, local or foreign law, in which event such confidential material shall be returned without retaining any copies thereof as soon as practicable after such counsel advises in writing to the Employee that the same may be lawfully done.

7.3 In the event that the Employee is required, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, to disclose any confidential material relating to any member of the Company Group, the Employee shall provide the Company with prompt notice thereof so that the Company may seek an appropriate protective order and/or waive compliance by the Employee with the provisions hereof.

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8. Non-Competition.

8.1 The Employee acknowledges that the services to be rendered by the Employee to the Company are of a special and unique character. The Employee agrees that, in consideration of the Employee’s employment hereunder, the Employee will not, directly or indirectly, (a) so long as the Employee is employed pursuant to this Agreement and for twelve (12) months thereafter, engage, whether as principal, agent, investor, distributor, representative, stockholder, employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture, which is competitive with the business of the Company or any other members of the Company Group; or (b) so long as the Employee is employed pursuant to this Agreement and for two (2) years thereafter, (x) solicit or entice or endeavor to solicit or entice away any of the clients or customers of any member of the Company Group, either on the Employee’s own account or for any other person firm, corporation or organization, (y) solicit or entice or endeavor to solicit or entice away from any member of the Company Group any person who was or is at the time of solicitation, a director, officer, employee, agent or consultant of such member of the Company Group, on the Employee’s own account or for any person, firm, corporation or other organization, whether or not such person would commit any breach of such person’s contract of employment by reason of leaving the service of such member of the Company Group, or (z) employ any person who was or is at the time of the solicitation, a director, officer or employee of any member of the Company Group or any person who is or may be likely to be in possession of any confidential information or trade secrets relating to the business of any member of the Company Group; or (c) at any time make any statement, or engage in any act or omission, which might reasonably be expected to disparage or impair the business and/or reputation of any member of the Company Group.

8.2 The Employee and the Company agree that if, in any proceeding, the court or authority shall refuse to enforce the covenants herein set forth because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law.

8.3 The Employee expressly acknowledges and agrees that the covenants and agreements set forth in this Section 8 are reasonable in all respects, and necessary in order to protect, maintain and preserve the value and goodwill of the Company Group, as well as the proprietary and other legitimate business interests of the members of the Company Group. The Employee acknowledges and agrees that the covenants and agreements of the Employee set forth in this Section 8 constitute a significant part of the consideration given by the Employee to the Company in exchange for the salary and benefits provided for in this Agreement, and are a material reason for such payment.

9. Intellectual Property.

9.1 Any and all intellectual property, inventions or software made, developed or created by the Employee (a) during the Term of this Agreement or (b) within a period of one (1) year after the termination of the Employee’s employment with the Company, which reasonably relate to services rendered by the Employee to the Company during the Term of the Employee’s employment by the Company (each, an “Invention”), whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction with others, and

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whether during regular working hours or otherwise, shall be promptly and fully disclosed by the Employee to the CEO and/or the Board of Directors of the Company and shall be the Company’s exclusive property as against the Employee, and the Employee shall promptly deliver to the CEO and/or the Board of Directors all papers, drawings, models, data and other material relating to any Invention made, developed or created by the Employee as aforesaid.

9.2 The Employee hereby expressly acknowledges and agrees that any Invention developed or created by the Employee during the Term of this Agreement which reasonably relates to services rendered by the Employee to the Company during the Employee’s employment by the Company shall be considered “works made for hire” within the meaning of the Copyright Act of 1976, as amended (17 U.S.C. § 101). Each such Invention as well as all copies of such Invention in whatever medium fixed or embodied, shall be owned exclusively by the Company as of the date of creation.

9.3 The Employee shall, upon the Company’s request and without any payment therefor, execute any documents necessary or advisable in the opinion of the Company’s counsel to direct issuance of patents or copyrights of the Company with respect to such Invention as are to be in the Company’s exclusive property as against the Employee under this Section 9 or to vest in the Company title to such inventions as against the Employee, the expense of securing any such patent or copyright, to be borne by the Company. In addition, the Employee agrees not to file any patent, copyright or trademark applications related to such Invention.

10. Equitable Relief. In the event of a breach or threatened breach by the Employee of any of the provisions of Sections 7, 8, or 9 of this Agreement, the Employee hereby consents and agrees that the Company shall be entitled to pre-judgment injunctive relief or similar equitable relief restraining the Employee from committing or continuing any such breach or threatened breach or granting specific performance of any act required to be performed by the Employee under any of such provisions, without the necessity of showing any actual damage or that money damages would not afford an adequate remedy and without the necessity of posting a bond or other security. The parties hereto hereby consent to the jurisdiction of the federal courts located in the Southern District of Florida and the state courts located in such District for any proceedings under this Section 10. Nothing herein shall be constructed as prohibiting the Company from pursuing any other remedies at law or in equity which it may have.

11. Successors and Assigns.

11.1 Assignment by the Company. The Company may assign this Agreement to any member of the Company Group or successor to the Company, and the Employee hereby consents to such assignment.

11.2 Assignment by the Employee. The Employee may not assign this Agreement or any part hereof.

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12. Governing Law. This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Florida applicable to contracts to be performed entirely within such State.

13. Entire Agreement. This Agreement contains all the understandings and representations between the parties hereto pertaining to the subject matter hereof and supersedes, in their entirety, all undertakings and agreements, whether oral or in writing, if there by any, previously entered into by them with respect to employment, severance, and any and all other matters set forth or reasonably contemplated herein.

14. Modification and Amendment; Waiver. The provisions of the Agreement may be modified, amended or waived, but only upon the written consent of the party against whom enforcement of such modification, amendment or waiver shall be effective only to the extent set forth in such writing. No delay or failure on the part of any party hereto in exercising any right, power or remedy hereunder shall effect or operate as a waiver thereof, nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such right, power, or remedy preclude any further exercise thereof or of any other right, power or remedy.

15. Notices. Any notices, demands or other communication given in connection herewith shall be in writing and be deemed given (i) when personally delivered, (ii) sent by facsimile transmission to a number provided in writing by the addressee and a confirmation of the transmission is received by the sender or (iii) three (3) days after being deposited for delivery with a recognized overnight courier, such as FedEx, with directions to deliver within three (3) days, and addressed or sent, as the case may be, to the address or facsimile number set forth below or to such other address or facsimile number as such party may designate in accordance herewith:

      When the Company is the intended recipient:

Access Worldwide Communications, Inc.

Attention: President and Chief Executive Officer

4950 Communications Avenue

Suite 300

Boca Raton, Florida 33431

Facsimile No

      When the Employee is the intended recipient:

Georges Andre

Facsimile:

16. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding

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upon the parties hereto with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been set forth herein.

17. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN:

For the Company	For the Employee
By:	By:
		Georges Andre
Title:

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EX-10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made the 1st day of January, 2004 by and between Access Worldwide Communications Inc., a Delaware corporation (the “Company”), and Guy Amato (the “Employee”).

W I T N E S S E T H

WHEREAS, the Company wishes to assure itself of the services of the Employee, and the Employee wishes to serve in the employ of the Company, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Employment, Term. The Company hereby employs the Employee on the terms hereinafter set forth for a period commencing on January 1, 2004, and ending three (3) years thereafter (the “Term”), unless sooner terminated in accordance with the terms of this Agreement. Notwithstanding the foregoing, if not sooner terminated in accordance with the terms of this Agreement, then on the third anniversary of the date hereof and on each anniversary of the date hereof thereafter, the Term shall be automatically extended for an additional twelve (12) months unless either party, no later than thirty (30) days prior to the applicable anniversary date, advises the other in writing of a desire not to extend.

2. Position, Duties. The Employee shall serve as President and CEO of TMS, or in such other related capacity as may be assigned by the Chief Executive Officer (“CEO”) of the Company or the CEO’s designee or successor. Unless instructed otherwise by the CEO or the CEO’s designee or successor, the Employee shall report to, and shall have such duties, objectives and responsibilities consistent with the Employee’s position as shall be assigned to the Employee by, the CEO, or the CEO’s designee or successor. The Employee shall perform the Employee’s duties and responsibilities hereunder faithfully and diligently, and shall devote the Employee’s full business time and attention to the performance of the Employee’s duties and responsibilities hereunder.

3. Compensation.

3.1 Base Salary. During the Term of this Agreement, in consideration of the performance by the Employee of the services set forth in Section 2 and the Employee’s observance of the other covenants set forth herein, the Company shall pay the Employee, and the Employee shall accept, a base salary at the rate of $250,000.00 per annum, payable in accordance with the standard payroll practices of the Company. The Employee may be entitled to receive merit increases in base salary during the Term hereof in such amount and at such times as shall be determined by the CEO, in the CEO’s sole discretion, subject to approval of the Board of Directors of the Company. In no event shall the failure to grant any such increase (or the amount of any such increase) give rise to a claim by the Employee under this Agreement.

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3.2 Bonus. The Employee may be eligible to receive an annual discretionary bonus of up to, but no more than, 40% of the Employee’s then-base salary, in such actual amount and based on such criteria as may be established by the CEO in the CEO’s sole and absolute discretion, subject to approval of the Board of Directors of the Company in its discretion. Any bonus awarded hereunder shall be paid contemporaneously with other discretionary bonuses paid to similarly situated employees of the Company, unless otherwise directed by the CEO.

4. Expense Reimbursement. During the Term of the Employee’s employment by the Company pursuant to this Agreement, consistent with the Company’s policies and procedures as may be in effect from time to time, the Company shall reimburse the Employee for all reasonable, necessary, and pre-approved out-of-pocket expenses incurred by the Employee in connection with the performance of the Employee’s duties hereunder, upon the presentation of proper accounts therefor in accordance with the Company’s policies.

5. Other Benefits. During the Term of the Employee’s employment by the Company pursuant to this Agreement, the Employee shall be entitled to receive three (3) weeks paid vacation time per annum (which shall not carry forward year-to-year and are not otherwise compensable); shall receive an automobile allowance of $800.00 per month; and shall be entitled to such other benefits (including without limitation customary medical, dental, vision, and other insurance) as are from time to time made available to other similarly situated employees of the Company, on the same terms as are available to such similarly situated employees, it being understood that the Employee shall be required to make the same contributions and payments in order to receive any of such benefits as may be required of such similarly situated employees.

6. Termination of Employment.

6.1 Death. In the event of the death of the Employee during the Term of this Agreement, the Company shall pay to the estate or other legal representative of the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the Employee’s date of death and not theretofore paid, and the estate or other legal representative of the Employee shall have no further rights under this Agreement.

6.2 Disability. If the Employee shall become incapacitated by reason of sickness, accident or other physical or mental disability and shall for a period of sixty (60) consecutive days be unable to perform the Employee’s normal duties hereunder, with or without reasonable accommodation, the employment of the Employee hereunder may be terminated by the Company upon ten (10) days’ prior written notice to the Employee. Promptly after such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10.

6.3 Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term of this Agreement for Due Cause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee

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the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid the Employee, and, after the satisfaction of any claim of the Company against the Employee arising as a direct and proximate result of such Due Cause, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes of this Agreement, the term “Due Cause” shall be defined as (i) the inability of the Employee, for any reason other than authorized vacation, to perform the Employee’s duties under this Agreement for a period of twenty (20) consecutive business days; (ii) dishonesty; (iii) theft; (iv) conviction of a felony; (v) any breach of, or failure to perform under or in accordance with, this Agreement; (vi) the failure of the Employee, for any reason, within five (5) calendar days after receipt by the Employee of a written notice from the Company, to correct, cease, or otherwise alter any conduct or failure to act by the Employee which the Company, in its reasonable discretion, considers insubordination or which the Company considers material to its operation; or the failure or refusal to perform his duties and responsibilities as set forth in or delegated to him pursuant to this Agreement or failure to devote his full business time and attention exclusively to the business and affairs of the Company in accordance with terms of this Agreement and such failure or refusal is not cured (if curable) within 10 days after written notice thereof is delivered to the Employee by the Company.

6.4 Other Termination by the Company. The Company may terminate the Employee’s employment prior to the expiration of the Term of this Agreement for whatever reason it deems appropriate; provided, however, that in the event that such termination is not pursuant to Sections 6.1, 6.2, or 6.3, the Company shall continue to pay to the Employee (or the Employee’s estate or other legal representative in the case of the death of the Employee subsequent to such termination), in the same periodic installments as the Employee’s annual salary was paid, the salary provided for in Section 3.1 (at the annual rate then in effect) until the earlier of (a) the then scheduled expiration of the Term hereof, (b) nine (9) months following the date of termination, or (c) the date on which the Employee commences employment (whether as an employee, independent contractor, or otherwise) with another employer. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10.

6.5 Termination by the Employee. This Agreement may be terminated by the Employee, at any time. In the event such termination is for Good Reason within ninety (90) days of a Change of Control (as such terms are hereinafter defined), then the Company shall continue to pay to the Employee (or his estate or other legal representative in the case of the death of the Employee subsequent to such termination), in the same periodic installments as his annual salary was paid, the salary provided for in Section 3.1 (at the annual rate then in effect) until the earlier of (x) the then scheduled expiration of the term hereof or (y) twelve (12) months following the date of such termination. In the event the Employee’s employment hereunder is terminated by the Employee for any reason other than Good Reason, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid the Employee. In either case, after the satisfaction of any claim the Company may have against the Employee arising during Employee’s employment with the Company, neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. As used herein,

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the term “Good Reason” shall mean (i) a reduction in the Employee’s annual base salary; or (ii) a change in the Employee’s duties and responsibilities which represents a substantial reduction of the duties and responsibilities which existed immediately prior thereto or the assignment to the Employee of any substantial new duties or responsibilities inconsistent with those which existed immediately prior thereto; or (iii) the requirement by the Company that the Employee (without the consent of the Employee) work out of a location more than fifty (50) miles away from the Employee’s then-current work location, except for reasonably required travel on the Company’s business. For purposes of this Agreement, a “Change in Control” shall be deemed to occur (1) on the effective date of any merger, consolidation, or reorganization which results in the holders of the outstanding voting securities of the Company (determined immediately prior to such merger or consolidation) owning less than an majority of the outstanding voting securities of the surviving corporation (determined immediately following such merger or consolidation), or any sale or transfer by the Company of all or substantially all of its assets; or (2) on the date of closing of any tender offer or exchange offer for, or the acquisition, directly or indirectly, by any person or group of, all or a majority of the then outstanding voting securities of the Company. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur if the Company either merges or consolidates with or into another company or sells or disposes of all or substantially all of its assets to another company, if such merger, consolidation, sale or disposition is in connection with a corporate restructuring wherein the stockholders of the Company immediately before such merger, consolidation, sale, or disposition own, directly or indirectly, immediately following such merger, consolidation, sale, or disposition at least a majority of the combined voting power of all outstanding classes of securities of the Company resulting from such merger or consolidation, or to which the Company sells or disposes of its assets, in substantially the same proportion as their ownership in the Company immediately before such merger, consolidation, sale, or disposition.

6.6 Rights to Benefits. Upon termination of employment under any provision contained in this Section 6, rights and benefits of the Employee, the Employee’s estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs. Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10.

7. Confidential Information.

7.1 (a) The Employee shall, during the Employee’s employment with the Company and at all times thereafter, treat all confidential material (as hereinafter defined) of the Company or any of the Company’s subsidiaries, affiliates or parent entities (the Company and the Company’s subsidiaries, affiliates and parent entities being hereinafter collectively referred to as the “Company Group”) confidentially. The Employee shall not, without the prior written consent of the CEO, disclose such confidential material, directly or indirectly, to any party, who at the time of such disclosure is not an employee or agent of any member of the Company Group, or remove from the Company’s premises any notes or records relating thereto, copies or facsimiles thereof (whether made by electronic, electrical, magnetic, optical, laser, acoustic or other means), or any other property of any member of the Company Group. The Employee agrees that all confidential material, together with all notes and records of the Employee relating thereto, and all copies or facsimiles thereof in possession of the Employee (whether made by the foregoing or other means) are the exclusive property of the Company.

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(b) For the purposes hereof, the term “confidential material” shall mean all information in any way concerning the activities, business or affairs of any member of the Company Group or any of the customers of any member of the Company Group, including, without limitation, information concerning trade secrets, together with all sales and financial information concerning any member of the Company Group and any and all information concerning projects in research and development or marketing plans for any products or projects of the Company Group, and all information concerning the practices and customers of any member of the Company Group; provided however, that the term “confidential material” shall not include information which becomes generally available to the public other than as a result of a disclosure by the Employee.

7.2 Promptly upon the request of the Company, the Employee shall deliver to the Company all confidential material relating to any member of the Company Group in the possession of the Employee without retaining a copy thereof (provided, however, that the Employee shall be entitled to retain a list of such confidential material so long as the form of such list is reasonably acceptable to the Company), unless, in the written opinion of counsel for the Company delivered to the Employee, either returning such confidential material or failing to retain a copy thereof would violate any applicable Federal, state, local or foreign law, in which event such confidential material shall be returned without retaining any copies thereof as soon as practicable after such counsel advises in writing to the Employee that the same may be lawfully done.

7.3 In the event that the Employee is required, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, to disclose any confidential material relating to any member of the Company Group, the Employee shall provide the Company with prompt notice thereof so that the Company may seek an appropriate protective order and/or waive compliance by the Employee with the provisions hereof.

8. Non-Competition.

8.1 The Employee acknowledges that the services to be rendered by the Employee to the Company are of a special and unique character. The Employee agrees that, in consideration of the Employee’s employment hereunder, the Employee will not, directly or indirectly, (a) so long as the Employee is employed pursuant to this Agreement and for two (2) years thereafter, (x) engage, whether as principal, agent, investor, distributor, representative, stockholder, employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture, which is competitive with the business of the Company or any other members of the Company Group, (y) solicit or entice or endeavor to solicit or entice away any of the clients or customers of any member of the Company Group, either on the Employee’s own account or for any other person firm, corporation or organization, (x) solicit or entice or endeavor to solicit or entice away from any member of the Company Group any person who was or is at the time of solicitation, a director, officer, employee, agent or consultant of such member of the Company Group, on the Employee’s own account or for any person, firm, corporation or

5

other organization, whether or not such person would commit any breach of such person’s contract of employment by reason of leaving the service of such member of the Company Group, or (y) employ any person who was or is at the time of the solicitation, a director, officer or employee of any member of the Company Group or any person who is or may be likely to be in possession of any confidential information or trade secrets relating to the business of any member of the Company Group; or (b) at any time make any statement, or engage in any act or omission, which might reasonably be expected to disparage or impair the business and/or reputation of any member of the Company Group.

8.2 The Employee and the Company agree that if, in any proceeding, the court or authority shall refuse to enforce the covenants herein set forth because such covenants cover too extensive a geographic area or too long a period of time, any such covenant shall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law.

8.3 The Employee expressly acknowledges and agrees that the covenants and agreements set forth in this Section 8 are reasonable in all respects, and necessary in order to protect, maintain and preserve the value and goodwill of the Company Group, as well as the proprietary and other legitimate business interests of the members of the Company Group. The Employee acknowledges and agrees that the covenants and agreements of the Employee set forth in this Section 8 constitute a significant part of the consideration given by the Employee to the Company in exchange for the salary and benefits provided for in this Agreement, and are a material reason for such payment.

9. Intellectual Property.

9.1 Any and all intellectual property, inventions or software made, developed or created by the Employee (a) during the Term of this Agreement or (b) within a period of one (1) year after the termination of the Employee’s employment with the Company, which reasonably relate to services rendered by the Employee to the Company during the Term of the Employee’s employment by the Company (each, an “Invention”), whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction with others, and whether during regular working hours or otherwise, shall be promptly and fully disclosed by the Employee to the CEO and/or the Board of Directors of the Company and shall be the Company’s exclusive property as against the Employee, and the Employee shall promptly deliver to the CEO and/or the Board of Directors all papers, drawings, models, data and other material relating to any Invention made, developed or created by the Employee as aforesaid.

9.2 The Employee hereby expressly acknowledges and agrees that any Invention developed or created by the Employee during the Term of this Agreement which reasonably relates to services rendered by the Employee to the Company during the Employee’s employment by the Company shall be considered “works made for hire” within the meaning of the Copyright Act of 1976, as amended (17 U.S.C. § 101). Each such Invention as well as all copies of such Invention in whatever medium fixed or embodied, shall be owned exclusively by the Company as of the date of creation.

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9.3 The Employee shall, upon the Company’s request and without any payment therefor, execute any documents necessary or advisable in the opinion of the Company’s counsel to direct issuance of patents or copyrights of the Company with respect to such Invention as are to be in the Company’s exclusive property as against the Employee under this Section 9 or to vest in the Company title to such inventions as against the Employee, the expense of securing any such patent or copyright, to be borne by the Company. In addition, the Employee agrees not to file any patent, copyright or trademark applications related to such Invention.

10. Equitable Relief. In the event of a breach or threatened breach by the Employee of any of the provisions of Sections 7, 8, or 9 of this Agreement, the Employee hereby consents and agrees that the Company shall be entitled to pre-judgment injunctive relief or similar equitable relief restraining the Employee from committing or continuing any such breach or threatened breach or granting specific performance of any act required to be performed by the Employee under any of such provisions, without the necessity of showing any actual damage or that money damages would not afford an adequate remedy and without the necessity of posting a bond or other security. The parties hereto hereby consent to the jurisdiction of the federal courts located in the Southern District of Florida and the state courts located in such District for any proceedings under this Section 10. Nothing herein shall be constructed as prohibiting the Company from pursuing any other remedies at law or in equity which it may have.

11. Successors and Assigns.

11.1 Assignment by the Company. The Company may assign this Agreement to any member of the Company Group or successor to the Company, and the Employee hereby consents to such assignment.

11.2 Assignment by the Employee. The Employee may not assign this Agreement or any part hereof.

12. Governing Law. This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Florida applicable to contracts to be performed entirely within such State.

13. Entire Agreement. This Agreement contains all the understandings and representations between the parties hereto pertaining to the subject matter hereof and supersedes, in their entirety, all undertakings and agreements, whether oral or in writing, if there by any, previously entered into by them with respect to employment, severance, and any and all other matters set forth or reasonably contemplated herein.

14. Modification and Amendment; Waiver. The provisions of the Agreement may be modified, amended or waived, but only upon the written consent of the party against whom enforcement of such modification, amendment or waiver shall be effective only to the extent set forth in such writing. No delay or failure on the part of any party hereto in exercising any right, power or remedy hereunder shall effect or operate as a waiver thereof, nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such right, power, or remedy preclude any further exercise thereof or of any other right, power or remedy.

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15. Notices. Any notices, demands or other communication given in connection herewith shall be in writing and be deemed given (i) when personally delivered, (ii) sent by facsimile transmission to a number provided in writing by the addressee and a confirmation of the transmission is received by the sender or (iii) three (3) days after being deposited for delivery with a recognized overnight courier, such as FedEx, with directions to deliver within three (3) days, and addressed or sent, as the case may be, to the address or facsimile number set forth below or to such other address or facsimile number as such party may designate in accordance herewith:

      When the Company is the intended recipient:

Access Worldwide Communications, Inc.

Attention: President and Chief Executive Officer

4950 Communications Avenue

Suite 300

Boca Raton, Florida 33431

Facsimile No

      When the Employee is the intended recipient:

Guy Amato

Facsimile:

16. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties hereto with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been set forth herein.

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17. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN:

For the Company	For the Employee
By:	By:
		Guy Amato
Title:

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Shawkat Raslan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Access Worldwide Communications, Inc;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15-d-l4) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of the end of the period covered by this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weakness in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 5, 2004	Signature:	/s/    SHAWKAT RASLAN
		Shawkat Raslan, Chairman of the Board, President and Chief Executive Officer (principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, John Hamerski, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Access Worldwide Communications, Inc;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15-d-l4) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of the end of the period covered by this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weakness in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 5, 2004	Signature:	/s/    JOHN HAMERSKI
		John Hamerski, Executive Vice President and Chief Financial Officer (principal financial and accounting officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Access Worldwide Communications, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shawkat Raslan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/    SHAWKAT RASLAN

Shawkat Raslan

Chairman of the Board, President and Chief Executive Officer

(principal executive officer)

May 5, 2004

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Access Worldwide Communications, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on the date here of (the “Report”), I, John Hamerski, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/    JOHN HAMERSKI        

John Hamerski

Executive Vice President and Chief Financial Officer

(principal financial and accounting officer)

May 5, 2004