10-Q

UNITED STATES

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 June 30, 2007

OR

¨ 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.)

1820 North Fort Myer Drive Arlington, Virginia	22209
(Address of principal executive offices)	(Zip Code)

(703) 292-5210

(Registrant’s telephone number, including area code)

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

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 that 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨    Accelerated filer   ¨    Non-accelerated filer  x

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

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

Class	Outstanding at August 14,2007
Common Stock, $0.01 par value per share	31,029,146 shares

ACCESS WORLDWIDE COMMUNICATIONS, INC.

INDEX

		Page
Part I-Financial Information
Item 1.	Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets – As of June 30, 2007 (unaudited) and December 31, 2006	1
	Condensed Consolidated Statements of Operations – For The Three and Six Months Ended June 30, 2007 and June 30, 2006 (unaudited)	2
	Condensed Consolidated Statement of Changes in Common Stockholders’ Equity (Deficit) – For The Six Months Ended June 30, 2007 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows – For The Six Months Ended June 30, 2007 and June 30, 2006 (unaudited)	4
	Notes to Condensed Consolidated Financial Statements	5-10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11-15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16
Part II-Other Information
Item 1A	Risk Factors	16
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 4	Submission of Matters to a Vote of Security Holders	16-17
Item 6	Exhibits	18
	Signatures	19

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ACCESS WORLDWIDE COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2007			December 31, 2006
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,184,545		$	2,836,980
Restricted cash		123,000			123,000
Accounts receivable, net of allowance for doubtful accounts of $15,147 and $99,130, respectively		7,543,090			6,956,218
Unbilled receivables		—			7,750
Other assets, net		932,232			831,958
Total current assets		9,782,867			10,755,906
Property and equipment, net		4,410,559			3,374,575
Restricted cash		220,000			343,000
Other assets, net		259,323			386,127
Total assets	$	14,672,749		$	14,859,608
LIABILITIES AND COMMON STOCKHOLDER’S EQUITY (DEFICIT)
Current liabilities:
Current portion of indebtedness	$	577,140		$	438,866
Current portion of indebtedness - related parties		1,500,000			1,750,000
Accounts payable		1,901,275			1,315,785
Accrued expenses		437,234			654,140
Accrued salaries, wages and related benefits		816,818			586,107
Customer deposits		969,296			1,210,146
Deferred revenue		139,033			669,290
Total current liabilities		6,340,796			6,624,334
Long-term portion of indebtedness		330,224			259,256
Other long-term liabilities		463,022			530,992
Convertible Notes, net		—			4,625,490
Mandatorily redeemable preferred stock, $0.01 par value: 1,000,000 shares authorized, 40,000 shares issued and outstanding		4,000,000			4,000,000
Total liabilities		11,134,042			16,040,072
Commitments and contingencies
Common stockholders’ equity (deficit):
Common stock, $0.01 par value: voting: 100,000,000 and 40,000,000 shares authorized, respectively; 31,029,146 and 17,340,065 shares issued and outstanding, respectively		310,291			173,401
Additional paid-in capital		78,830,159			71,362,793
Accumulated equity (deficit)		(75,601,743	)		(72,716,658	)
Total common stockholders’ equity (deficit)		3,538,707			(1,180,464	)
Total liabilities and common stockholders’ equity (deficit)	$	14,672,749		$	14,859,608

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

1

ACCESS WORLDWIDE COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For The Three Months Ended June 30,						For The Six Months Ended June 30,
	2007			2006			2007			2006
Revenues	$	8,685,033		$	6,336,331		$	17,432,721		$	11,839,559
Cost and expenses:
Cost of revenues		6,816,736			5,146,866			13,340,474			9,455,807
Selling, general and administrative expenses		1,674,149			1,617,336			3,333,443			3,093,903
Depreciation expense		380,115			267,841			667,599			541,314
Total costs and expenses		8,871,000			7,032,043			17,341,516			13,091,024
(Loss) income from operations		(185,967	)		(695,712	)		91,205			(1,251,465	)
Interest income		31,507			24,202			60,327			40,413
Interest expense – related parties		(986,416	)		(48,385	)		(1,020,916	)		(71,323	)
Interest expense		(1,638,246	)		(489,173	)		(1,896,455	)		(943,286	)
Loss from continuing operations		(2,779,122	)		(1,209,068	)		(2,765,839	)		(2,225,661	)
Discontinued operations
Loss from discontinued operations		(69,738	)		(463,945	)		(119,246	)		(618,599	)
Net loss	$	(2,848,860	)	$	(1,673,013	)	$	(2,885,085	)	$	(2,844,260	)
Basic and diluted loss per share of common stock:
Continuing operations	$	(0.13	)	$	(0.07	)	$	(0.14	)	$	(0.13	)
Discontinuing operations	$	(0.00	)	$	(0.03	)	$	(0.01	)	$	(0.04	)
Net loss	$	(0.13	)	$	(0.10	)	$	(0.15	)	$	(0.17	)
Weighted average common shares outstanding		22,129,092			17,350,507			19,904,079			17,119,773

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

2

ACCESS WORLDWIDE COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED

STATEMENT OF CHANGES IN COMMON STOCKHOLDERS’ (DEFICIT) EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2007 (UNAUDITED)

	Common Stock			Additional Paid-in Capital		Accumulated Deficit			Total
	Shares	Amount
Balance, December 31, 2006	17,340,065	$	173,401	$	71,362,793	$	(72,716,658	)	$	(1,180,464	)
Common stock warrants exercised	1,724,000		17,240		—		—			17,240
Common stock issued for Board Fees	141,521		1,415		80,835					82,250
Common stock issued for upon exercise of stock options	5,000		50		1,200		—			1,250
Common stock issued upon conversion of Convertible Debt	11,818,560		118,185		7,164,371		—			7,282,556
Value of warrants issued in connection with issuance of Note Payable to related party	—		—		171,750		—			171,750
Share based compensation expense	—		—		49,210		—			49,210
Net loss, January 1, 2007 to June 30, 2007	—		—		—		(2,885,085	)		(2,885,085	)
Balance, June 30, 2007	31,029,146	$	310,291	$	78,830,159	$	(75,601,743	)	$	3,538,707

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

3

ACCESS WORLDWIDE COMMUNICATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For The Six Months Ended June 30,
	2007			2006
Cash flows from operating activities:
Net loss	$	(2,885,085	)	$	(2,844,260	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		667,599			541,727
Amortization of deferred financing costs		117,186			56,849
Amortization of deferred compensation		5,250			5,250
Accretion of discount on Convertible Notes		1,009,510			374,668
Interest expense converted to common shares		1,647,556			—
Common stock issued for Board fees		82,250			—
Allowance for doubtful accounts		(83,674	)		78,518
Share based compensation expense		49,210			60,304
Changes in assets and liabilities from discontinued operations		(92,705	)		36,831
Changes in operating assets and liabilities:
Accounts receivable		(657,236	)		(2,564,396	)
Other assets		52,638			(321,608	)
Accounts payable and accrued expenses		401,366			(319,722	)
Accrued salaries, wages and related benefits		235,195			38,389
Accrued interest and related party expenses		—			1,152
Deferred revenue and customer deposits		(578,649	)		38,538
Net cash used in operating activities		(29,589	)		(4,817,760	)
Cash flows from investing activities:
Additions to property and equipment, net		(1,461,396	)		6,609
Additions to property and equipment from discontinued operations, net		4,995			(187,549	)
Increase (decrease) in restricted cash		123,000			(368,000	)
Net cash used in investing activities		(1,333,401	)		(548,940	)
Cash flows from financing activities:
Payments on capital leases		(44,413	)		(166,761	)
Proceeds from issuance of common stock		—			100,446
Proceeds from exercise of common stock options and warrants		18,490			114,867
Net borrowings under Credit Facility and Debt Agreement		—			631,691
Loan origination fees		—			(140,000	)
Proceeds from issuance of Convertible Notes		—			1,500,000
(Payments) Proceeds on equipment financing, net		(13,522	)		53,284
(Payments) Proceeds from note payable from related party		(250,000	)		2,000,000
Payment on capital leases from discontinued operations		—			(8,264	)
Net cash (used in) provided by financing activities		(289,445	)		4,085,263
Net decrease in cash and cash equivalents		(1,652,435	)		(1,281,437	)
Cash and cash equivalents, beginning of period		2,836,980			1,755,926
Cash and cash equivalents, end of period	$	1,184,545		$	474,489
Non-Cash investments and financing activities:
Equipment acquisition through capital leases	$	267,177			—
Issuance of warrants on Note		171,750			—
Conversion of Convertible Notes	$	5,635,000			—

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

4

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(UNAUDITED)

1. BASIS OF PRESENTATION

We prepared the condensed consolidated balance sheets as of June 30, 2007 and December 31, 2006, the condensed consolidated statements of operations for the three and six months ended June 30, 2007 and 2006, the condensed consolidated statements of stockholders’ equity (deficit) for the six months ended June 30, 2007 and the condensed consolidated statements of cash flows for the six months ended June 30, 2007 and 2006, without an audit. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to fairly present our financial position, results of operations and cash flows as of June 30, 2007 and for all periods presented have been made.

We prepared the accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted. We recommend that you read these unaudited condensed consolidated financial statements together with our Annual Report on Form 10-K for the fiscal year ended December 31, 2006. The results of operations for the period ended June 30, 2007 are not necessarily indicative of the results of operations for the full 2007 fiscal year.

The condensed consolidated financial statements present our financial position and results of operations, including all subsidiaries. All intercompany balances and transactions have been eliminated.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

2. CONCENTRATION OF RISK

We potentially are subjected to concentration of credit risks through our cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited or managed by major financial institutions and at times are in excess of FDIC insurance limits.

We extend credit to our customers in the normal course of business and our accounts receivable are concentrated in a relatively few number of customers, a significant change in the liquidity or financial position of any of these customers could have a material adverse impact on the collectability of our accounts receivable and our future operating results. We continuously monitor accounts receivable balances and payments from our customers and maintain an allowance for doubtful accounts based upon historical experience and any specific customer collection issues that we have identified. For the periods ended June 30, 2007 and December 31, 2006, we maintain allowance for doubtful accounts of $15,147 and $99,130, respectively. While such bad debt expenses have historically been within our expectations and the allowances established, we cannot guarantee that we will continue to experience the same collectability rates that we have in the past. Management’s assessment and judgment are vital requirements in assessing the ultimate realization of accounts receivable, including the credit-worthiness, financial stability and effects of market conditions on each client.

Our revenues are dependent on clients in the telecommunications, financial services, retail/catalog and media industries, and a material decrease in demand for outsourced services in these industries could result in decreased revenues. Additionally, we have significant operations in the Philippines and are subject to risk associated with operating in the Philippines including political, social and economic instability and increase security concern, fluctuation in currency exchange rates and exposure to different legal standards.

We maintain operational and technical facilities for our global operations, including maintaining a relationship with three significant vendors that provide maintenance of our main technology equipment and data. Any significant events leading to systems and operations unavailability before our contingency plans can be deployed could potentially lead to a disruption of services and associated financial impact.

5

3. RECLASSIFICATIONS

Certain amounts have been reclassified in our prior year consolidated financial statements to conform them to the presentation used in the current year. Such reclassifications did not change our net loss or total common stockholders’ equity (deficit) as previously reported.

4. RESTRICTED CASH

As of June 30, 2007, we have restricted cash of $0.3 million in the form of a certificate of deposit which secures a letter of credit issued to the landlord of our Maryland communication center. The restriction decreases each anniversary year of the lease agreement by $0.1 million through 2008 and then remains at $0.2 million through 2010.

5. LOSS PER COMMON SHARE

Basic earnings per share is based on the weighted average number of common shares outstanding and diluted earnings per common share is based on the weighted average number of common shares outstanding and all potentially dilutive common shares outstanding.

The following is a summary of the number of common shares or securities outstanding during the respective periods that have been excluded from the calculation because their effects on net loss from operations would have been anti-dilutive:

	As of June 30, 2007
Warrants	5,272,500
Stock options	1,491,390
Total	6,763,890

The information required to compute net loss per basic and diluted common share is as follows:

	For the Three Months Ended June 30,	For the Six Months Ended June 30,
2007:
Weighted average number of common shares outstanding - basic	22,129,092	19,904,079
Weighted average number of common and common equivalent shares outstanding – dilutive*	22,129,092	19,904,079
2006:
Weighted average number of common shares outstanding - basic	17,350,507	17,119,773
Weighted average number of common and common equivalent shares outstanding – dilutive*	17,350,507	17,119,773

* Since the effects of the stock options and warrants are anti-dilutive for the three and six months ended June 30, 2007 and 2006, these effects have not been included in the calculation of dilutive earnings per share. For the three and six months ended June 30, 2007 and 2006, the common shares excluded are 499,892 and 46,274 and 415,991 and 42,799, respectively.

6

6. INDEBTEDNESS

Our borrowings consist of the following:

	As of
	June 30, 2007`			December 31, 2006
Subordinated unsecured promissory note payable to related party, constant maturity of four months and 200,000 warrants for each four month period	$	1,500,000		$	1,750,000
Deferred insurance financing		—			13,521
Capital leases payable in monthly installments through May 2010		907,364			684,601
		2,407,364			2,448,122
Less: current portion		(2,077,140	)		(2,188,866	)
	$	330,224		$	259,256

On May 24, 2006, we entered into a $2.0 million subordinated unsecured promissory note agreement (the “Note”) with Charles Henri-Weil, a member of our board of directors and one of our stockholders. The Note has a constant maturity of four months which requires us to issue a warrant to purchase 200,000 shares of our common stock for each of the four month periods in which the Note remains unpaid. The warrants are fully vested upon issuance and have an exercise price of $0.01 per share and a term of ten years. As of June 30, 2007, we have issued four warrants totaling 725,000 shares of our common stock. We estimated these warrants to have a fair value of $335,000 using a Black-Scholes pricing model, which has been recorded as loan origination fees, and is being amortized to interest expense over each four month period. (see Subsequent Events Note 11)

We expect to meet our short-term liquidity requirements through net cash provided by operations and cash and cash equivalents. 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.

Aggregate annual principal maturities for indebtedness as of June 30, 2007 are as follows:

2007	$	2,077,140
2008		181,839
2009		148,385
	$	2,407,364

7. CONVERTIBLE NOTES

On July 15, 2003 (the “Effective Date”), we completed a private placement of $2.1 million of Convertible Notes and warrants (“Convertible Notes I) to purchase up to 1.05 million shares of our common stock that were sold to accredited investors. The proceeds of the Convertible Notes I were used to fund working capital and operations. The Convertible Notes I had a 39 month term, bore interest at a rate of 5% and were convertible after one year from the Effective Date of the Convertible Notes I into our common stock at $1.00 per share. The warrants had an exercise price of $0.01 per share, a term of ten years, and are exercisable commencing July 15, 2004. Interest on the Convertible Notes I was paid quarterly. Principal was payable on October 15, 2006.

We have recorded a debt discount of approximately $1,281,000 consisting of the intrinsic value of the beneficial conversion option of $441,000 and the portion of the proceeds allocated to the warrants of $840,000, using the Black-Scholes option pricing model, based on the relative fair values of the warrants and the Convertible Notes I. The debt discount was amortized over the contractual life of the Convertible Notes I as additional interest expense using the effective interest method.

7

During the third quarter of 2006, we contacted the Holders of Convertible Note I (the “Holders”) and offered each, the following options: (a) to convert their Convertible Note I to shares of our common stock, (b) to receive a payout of principal and any accrued interest, or (c) to reinvest their Convertible Note I with us for another 36 months in return for an increased conversion rate from one (1) share of our common stock per dollar invested, to two (2) shares of common stock per dollar invested. On October 13, 2006, approximately $1.985 million of the Holders agreed to reinvest in Convertible Notes I (henceforth referred to as “Convertible I”) and Convertible Notes I was amended. Convertible I was scheduled to mature on October 1, 2009, all or any part of the principal amount may be converted at any time at a conversion rate of $0.50 per share.

We have recorded a debt discount of approximately $600,385 using the Black-Scholes option pricing model. The debt discount will be amortized over the contractual life of Convertible I as additional interest expense using the effective interest method.

On December 15, 2004, we completed a private placement of $1.15 million of Convertible Notes and warrants (“Convertible Notes II”) to purchase up to 1.15 million shares of our common stock that were sold to accredited investors. The proceeds of the Convertible Notes II were used to fund working capital and operations. The Convertible Notes II had a 39 month term, bore interest at a rate of 5% and were convertible beginning after one year from the Effective Date, as defined, of the Convertible Notes II into common stock at $1.00 per share. The warrants had an exercise price of $0.01 per share, a term of ten years, and were immediately exercisable. Interest on the Convertible Notes II was paid quarterly. Principal was payable on March 15, 2008.

We have recorded a debt discount of approximately $1,104,000 consisting of the intrinsic value of the beneficial conversion option of $494,500 and the portion of the proceeds allocated to the warrants of $609,500, using the Black-Scholes option pricing model, based on the relative fair values of the warrants and the Convertible Notes II. The debt discount is being amortized over the contractual life of the Convertible Notes II as additional interest expense using the effective interest method.

On March 17, 2006, we completed a private placement of $2.5 million of Convertible Notes (“Convertible Notes IV”) to purchase up to 5.0 million shares of our common stock that were sold to accredited investors. The proceeds of the Convertible Notes IV were used to fund working capital and operations. The Convertible Notes IV had a 36 month term, bore interest at a rate of 5% and were immediately convertible into common stock at a rate of 2 shares per dollar invested, as defined. Interest on the Convertible Notes IV was paid quarterly. Principal was payable on March 17, 2009.

8

Under the terms of registration rights granted to the holders of Convertible Notes II, III and IV for the shares into which the notes are convertible, and common shares into which the related warrants are exercisable, we have committed to take all reasonable efforts to file a registration statement to register and maintain registration of such shares for a period of two years from the effective date of the registration statement.

On June 29, 2007, all holders of our Convertible Notes I, II and IV (“Convertible Notes”) agreed to convert their Convertible Notes to common stock, par value $0.01, at the conversion rates presented below:

Notes	Amount Outstanding		Accrued Interest		Total Value ($)		Share issued for Early Conversion	Conversion Rate
Convertible I	$	1,985,000	$	248,533	$	2,233,533	4,218,533	1.8887
Convertible Note II		1,150,000		54,822		1,204,822	2,354,822	1.9545
Convertible Note IV		2,500,000		245,205		2,745,205	5,245,205	1.9107
Total	$	5,635,000		548,560		6,183,560	11,818,560

8. INCOME TAXES

The effective tax rate used by us for the three and six month periods ended June 30, 2007 and 2006 differs from the federal statutory rate primarily due to the valuation allowance recorded in connection with the our deferred tax assets.

9. DISCONTINUED OPERATIONS

In accordance with SFAS 144, Accounting for the Impairment or Disposal of Long Lived Assets, we have reclassified as discontinued operations, the operations of our TMS Professional Markets Group (“TMS”), a provider of professional pharmaceutical marketing services in a variety of therapeutic categories and our AM Medica Communications Group (“AMG”), a provider of professional pharmaceutical educations and meeting management services.

TMS was sold on August 3, 2006 for $10.5 million less $0.4 million for the settlement of a subordinated note with the former stockholder of TeleManagement Services, accrued interest and a $0.8 million holdback for the working capital settlement in 90 days, as defined in the Asset Purchase Agreement. We realized a net gain, including operations through July 31, 2006, of $7.8 million on the disposal of the segment, net of income tax expense and expenses incurred in connection with the transaction as of December 31, 2006. On March 27, 2007, we settled the Working Capital Settlement with the purchaser for $0.3 million.

In addition, the Board of Directors approved a plan to terminate our medical education and meeting management services as of December 31, 2006 and focus its attention to the rapidly growing business process outsourcing industry. This action resulted in AMG being reclassified as discontinued operations.

9

Revenues and operating loss for TMS and AMG for the three and six month period ended June 30, 2007 and 2006 were as follows:

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2007			2006			2007			2006
TMS:
Revenues	$	—		$	3,460,148		$	—		$	7,432,801
Operating loss		—			(326,961	)		—			(412,807	)
Net loss per share	$	—		$	(0.02	)	$	—		$	(0.02	)
AMG:
Revenues	$	97,436		$	(40,559	)	$	97,436		$	472,955
Operating loss		(69,738	)		(130,620	)		(119,246	)		(192,608	)
Net loss per share	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)

10. SEGMENTS

Our reportable segments are strategic business units that offer our products and services out of different geographical regions. Our reportable segments consist of U.S. Segment which provides customer management services within the U.S. and Philippines Segment which provides customer management services within the Philippines.

We evaluate the performance of our segments and allocate resources based on revenues and operating (loss) income. The tables below present information about our reportable segments for our continuing operations used by our chief operating decision-maker as of and

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2007			2006			2007			2006
Revenues
United States	$	6,372,697		$	5,313,366		$	12,933,507		$	10,024,183
Philippines		2,312,336			1,022,965			4,499,214			1,815,376
Total	$	8,685,033		$	6,336,331		$	17,432,721		$	11,839,559
Operating (loss) income
United States	$	(368,328	)	$	(816,009	)	$	(429,068	)	$	(1,322,430	)
Philippines		182,361			120,297			520,273			70,965
Total	$	(185,967	)	$	(695,712	)	$	91,205		$	(1,251,465	)
Depreciation expense
United States	$	138,556		$	156,851		$	267,263		$	331,135
Philippines		241,559			110,990			400,336			210,179
Total	$	380,115		$	267,841		$	667,599		$	541,314

11. SUBSEQUENT EVENT

On August 8, 2007, we entered into a Loan and Security Agreement (the “Agreement”) with Manufacturers and Traders Trust Company for an $8,000,000 revolving line of credit (the “Revolver”). The Revolver bears an interest rate of the prime rate plus a margin of 1.25%. The margin is adjustable based on our total liabilities to net worth as defined in the Agreement. Loans made under the Revolver will be secured by a pledge of (i) all of our domestic assets and (ii) 65% of our common stock of our international subsidiary. All principal and unpaid interest on the Revolver is due and payable in full on August 7, 2010. We are required to pay loan origination fees, commitment fees, unused facility fee, collateral management fees and adhere to certain financial covenants. The Revolver will be used to repay our unsecured promissory note to a related party and fund working capital.

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

Disclosure Concerning Forward-Looking Statements

In December 1995, the Private Securities Litigation Reform Act of 1995 (the “Reform Act”) was enacted by the United States Congress. The Reform Act, as amended, contains certain amendments to the Securities Act of 1933 and the Securities Exchange Act of 1934. These amendments provide protection from liability in private lawsuits for “forward-looking” statements made by public companies. We choose to take advantage of the “safe harbor” provisions of the Reform Act.

This Quarterly Report on Form 10-Q contains both historical information and other information. While we have specifically identified certain information as being forward-looking in the context of its presentation, we caution the reader that, with the exception of information that is clearly historical, all the information contained in this Quarterly Report on Form 10-Q should be considered to be “forward-looking statements” as referred to in the Reform Act. Without limitation, when we use the words “believe,” “estimate,” “plan,” “expect,” “intend,” “anticipate,” “continue,” “project,” “probably,” “should,” “will” and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature.

Forward-looking information involves risks and uncertainties. This information is based on various factors and assumptions about future events that may or may not actually come true. As a result, our operations and financial results in the future could differ substantially from those we have discussed in the forward-looking statements in this Quarterly Report and other documents that have been filed or furnished with the Securities and Exchange Commission. In particular, various economic and competitive factors, including those outside our control, such as the following, could cause our actual results during the remainder of fiscal 2007 and in future years to differ materially from those expressed in any forward-looking statement made in this Quarterly Report on Form 10-Q:

• The availability and adequacy of our cash flow to meet our requirements, including payment of loans;

• Our ability to continue as a going concern;

• Competition from other third-party providers and those of our clients and prospects who may decide to do the work that we do in-house;

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

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

• Dependence on the industries we serve;

• 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;

• Our reliance on technology;

• Our reliance on key personnel and recent changes in management;

• Our reliance on our labor markets;

• 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;

• The volatility of our stock price;

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

• Our inability to successfully operate our communication center in the Philippines; and

• Our inability to successfully operate our business after the sale of all or substantially all the assets of our TMS Professional Markets Group division.

In addition, under the heading “Critical Accounting Policies” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K, we describe various estimates and assumptions we make that affect the reported amounts of assets, liabilities, sales and expenses as well as the disclosure of contingent assets and liabilities. Future revisions to these estimates and assumptions may cause these amounts, when reported, to differ materially from those expressed in any forward-looking statement made in this Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements attributable to Access Worldwide Communications, Inc. and our subsidiaries are expressly qualified in their entirety by the foregoing factors.

Results of Operations

The following table sets forth, for the periods indicated, certain statements of operations data by segment obtained from our consolidated statements of operations.

Three Months Ended June 30, 2007 Compared To The Three Months Ended June 30, 2006

	United States									International
	2007			2006			Change			2007		2006		Change
	(in thousands)
Statements of Operations Data:
Revenues	$	6,373		$	5,313		$	1,060		$	2,312	$	1,023	$	1,289
Cost of services		5,427			4,628			799			1,390		519		871
Selling, general and administrative expenses		1,175			1,344			(169	)		498		273		225
Depreciation expense		139			157			(18	)		242		111		131
Operating (loss) income	$	(368	)	$	(816	)	$	448		$	182	$	120	$	62

Revenues

Our revenues for the quarter ended June 30, 2007 increased $2.4 million, or 38.1%, to $8.7 million, compared to $6.3 million for the quarter ended June 30, 2006. Revenues for the U.S. Segment increased $1.1 million, or 20.8%, to $6.4 million for the quarter ended June 30, 2007, compared to $5.3 million for the quarter ended June 30, 2006. The increase was attributed to a 20% increase in production hours produced while our average billing was approximately the same. Revenues for the International Segment increased $1.3 million, or 130.0%, to $2.3 million for the quarter ended June 30, 2007, compared to $1.0 million for the quarter ended June 30, 2006. The increase was attributed to our primary client in the Philippines’ production hours produced growing by 250% offset by one of our client’s decision to bring its outsourced production hours in house at the beginning of the second quarter.

Cost of Services

Our cost of services increased $1.7 million, or 33.3%, to $6.8 million for the quarter ended June 30, 2007, compared to $5.1 million for the quarter ended June 30, 2006. Cost of services as a percentage of revenues decreased to 78.2% for the quarter ended June 30, 2007, compared to 81.0% for the quarter ended June 30, 2006. Cost of revenues as a percentage of revenues for the U.S. Segment decreased to 84.4% for the quarter ended June 30, 2007, compared to 86.8% for the quarter ended June 30, 2006. The decrease was primarily attributed to the increase in revenues offset by increased training and recruiting costs due to attrition. Cost of services as a percentage of revenues for the International Segment increased to 60.9% for the quarter ended June 30, 2007, compared to 50.0% for the quarter ended June 30, 2006. The increase was primarily attributed to an increase in payroll expenses associated with an aggressive ramp up in production hours.

Selling, General and Administrative

Our selling, general and administrative expenses increased $0.1 million, or 6.3%, to $1.7 million for the quarter ended June 30, 2007, compared to $1.6 million for the quarter ended June 30, 2006. Selling, general and administrative expenses as a percentage

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of revenues decreased to 19.5% for the quarter ended June 30, 2007, compared to 25.4% for the quarter ended June 30, 2006. Selling, general and administrative expenses as a percentage of revenues for the U.S. Segment decreased to 18.8% for the quarter ended June 30, 2007, compared to 24.5% for the quarter ended June 30, 2006. The decrease was primarily attributed to the increase in revenues, a decrease in facilities rent as we did not renew our lease for the 8th floor at our Virginia Facility and reduction in other operating expenses. Selling, general and administrative expenses as a percentage of revenues for the International Segment decreased to 21.7% for the quarter ended June 30, 2007, compared to 30.0% for the quarter ended June 30, 2006. The decrease was primarily attributed to the increase in revenues offset by an increase in rental expense due to the opening of our second communication center opening in the Philippines, which is currently not fully utilized.

Depreciation Expense:

Our depreciation expense increased $0.1 million, or 33.3% to $0.4 million for the quarter ended June 30, 2007, compared to $0.3 million for the three months ended June 30, 2006. Depreciation expense for the U.S. Segment decreased $0.1 million, or 50%, to $0.1 million for three months ended June 30, 2007, compared to $0.2 million for the three months ended June 30, 2006. The decrease was primarily attributed to assets becoming fully depreciated in 2007. Depreciation expense for the International Segment increased $0.1 million or 100%, to $0.2 million for the quarter ended June 30, 2007, compared to $0.1 million for the quarter ended June 30, 2006. The increase was primarily attributed to the opening of our second communication center in the Philippines and the purchase of additional fixed assets to support our revenue growth.

Six Months Ended June 30, 2007 Compared To The Six Months Ended June 30, 2006

	United States									International
	2007			2006			Change			2007		2006		Change
	(in thousands)
Statements of Operations Data:
Revenues	$	12,934		$	10,024		$	2,910		$	4,499	$	1,815	$	2,684
Cost of services		10,691			8,476			2,215			2,650		979		1,671
Selling, general and administrative expenses		2,405			2,539			(134	)		929		555		374
Depreciation expense		267			331			(64	)		400		210		190
Operating (loss) income	$	(429	)	$	(1,322	)	$	893		$	520	$	71	$	449

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Revenues

Our revenues for the six months ended June 30, 2007 increased $5.6 million, or 47.5%, to $17.4 million, compared to $11.8 million for the six months ended June 30, 2006. Revenues for the U.S. Segment increased $2.9 million, or 29.0%, to $12.9 million for the six months ended June 30, 2007, compared to $10.0 million for the six months ended June 30, 2006. The increase was attributed to a 31% increase in production hours produced while our average billing rate was approximately the same. Revenues for the International Segment increased $2.7 million, or 150.0%, to $4.5 million for the six months ended June 30, 2007, compared to $1.8 million for the six months ended June 30, 2006. The increase in revenues was primarily attributed to organic growth resulting in a 169% increase in production hours produced.

Cost of Services

Our cost of services increased $3.8 million, or 40.0%, to $13.3 million for the six months ended June 30, 2007, compared to $9.5 million for the six months ended June 30, 2006. Cost of services as a percentage of revenues decreased to 76.4% for the six months ended June 30, 2007, compared to 80.5% for the six months ended June 30, 2006. Cost of revenues as a percentage of revenues for the U.S. Segment decreased to 82.9% for the six months ended June 30, 2007, compared to 85.0% for the six months ended June 30, 2006. The decrease was primarily attributed to the increase in revenues off-set by increased training and recruiting costs due to attrition. Cost of services as a percentage of revenues for the International Segment increased to 60.0% for the six months ended June 30, 2007, compared to 55.6% for the six months ended June 30, 2006. The increase was primarily attributed to increased cost and payroll expenses associated with an aggressive ramp up in production hours.

Selling, General and Administrative

Our selling, general and administrative expenses increased $0.2 million, or 6.5%, to $3.3 million for the six months ended June 30, 2007, compared to $3.1 million for the six months ended June 30, 2006. Selling, general and administrative expenses as a percentage of revenues decreased to 19.0% for the six months ended June 30, 2007, compared to 26.3% for the six months ended June 30, 2006. Selling, general and administrative expenses as a percentage of revenues for the U.S. Segment decreased to 18.6% for the six months ended June 30, 2007, compared to 25.0% for the six months ended June 30, 2006. The decrease was primarily attributed to the increase in revenues and a decrease in facilities rent as we did not renew our lease for the 8th floor at our Virginia Facility and other reduced operating costs. Selling, general and administrative expenses as a percentage of revenues for the International Segment decreased to 20.0% for the six months ended June 30, 2007, compared to 33.3% for the six months ended June 30, 2006. The decrease was primarily attributed to the increase in revenues offset by an increase in rental expense due to the opening of our second communication center in the Philippines, which is currently not fully utilized.

Depreciation Expense:

Our depreciation expense increased $0.2 million, or 40.0%, to $0.7 million for the six months ended June 30, 2007, compared to $0.5 million for the six months ended June 30, 2006. Depreciation expense for the United States Segment remained unchanged for six months ended June 30, 2007 and 2006. Depreciation expense for the International Segment increased $0.2 million, or 100%, to $0.4 million for the six months ended June 30, 2007, compared to $0.2 million for the six months ended June 30, 2006. The increase was primarily attributed to the opening of our second communication center in the Philippines and the purchase of fixed assets to support our revenue growth.

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes our cash flow by category for the six months ended June 30, (in thousands):

	2007			2006			Change			% Change
Net cash used in activities	$	(30	)	$	(4,818	)	$	4,788		99.4	%
Net cash used in investing activities	$	(1,333	)	$	(549	)	$	(784	)	(142.8	)%
Net cash (used in) provided by financing activities	$	(289	)	$	4,085		$	(4,374	)	(107.1	)%

Our primary cash requirements include the funding of the following:

• operating expenses;

• capital expenditures for new and ongoing communication centers; and

• interest payments and the repayment of principal on our debt.

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Our primary source of liquidity has been cash and cash equivalents, restricted cash and cash flow from operations. At June 30, 2007 and December 31, 2006, we had cash and cash equivalents of $1.2 million and $2.8 million, respectively, and working capital of $3.5 million and $4.2 million, respectively.

Net cash used in operating activities for the six months ended June 30, 2007 was $0.03 million, compared to $4.8 million net cash used in operating activities for the six months ended June 30, 2006. The net decrease was primarily due to an increase in account receivables as our clients increased the number of days in which they pay their outstanding invoices, an increase in accounts payables due to the increase revenues being generated and a decrease in deferred revenues and customer deposits as we competed projects related to these amounts.

Net cash used in investing activities for the six months ended June 30, 2007 was $1.3 million, compared to $0.5 million net cash used in investing activities for the six months ended June 30, 2006. The increase was primarily attributed to the capital expenditures related to the opening of our second communication center in the Philippines and a co-location site for our IT equipment offset by the release of restricted cash in accordance with our lease agreement for our Maryland communication center.

Net cash used in financing activities for the six months ended June 30, 2007 was $0.3 million, compared to $4.1 million net cash provided by financing activities for the six months ended June 30, 2006. The decrease was primarily due to proceeds received during the six months ended June 30, 2006 for a note payable with a related party, Convertible Notes IV which was issued in March 2006 and borrowings under our Debt Agreement which was subsequently repaid in the third quarter of 2006. No similar proceeds were raised during the six months ended June 30, 2007.

Contractual Obligations and Off Balance Sheet Arrangements

The following is a chart of our approximate contractual cash payment obligations, which have been aggregated to facilitate a basic understanding of our liquidity as of June 30, 2007:

Contractual Cash Obligations

	Payments Due by Period
	Total		1 year		2-4 years		5 years		After 5 years
Long-term debt	$	1,500,000	$	1,500,000	$	—	$	—	$	—
Capital lease obligations		907,000		577,000		330,000		—		—
Operating leases		5,616,000		2,062,000		3,554,000		—		—
Total contractual obligations	$	8,023,000	$	4,139,000	$	3,884,000	$	—	$	—

We have no off-balance sheet arrangements. The debt and lease obligations in the table above do not include accrued interest.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our results of operation and cash flows are subject to fluctuations due to changes in foreign currency exchange rate, in particularly, the Philippines peso. For the three and six months ended June 30, 2007 and 2006, approximately 15% and 6% and 14% and 6%, respectively, of our expenses were generated in the Philippines. We measure all of our revenues in U.S. dollars. A 10% increase in the value of the U.S. dollar relative to the Philippines peso would reduce the expenses associated with the operations of our overseas operation by approximately $0.2 million where as a 10% decrease in the relative value of the dollar would increase the cost associated with these operations by approximately $0.2 million. Expenses related to our operations outside of the United States increased for the three and six months ended June 30, 2007 when compared to the three and six months ended June 30, 2006 due to increased cost associated with higher revenue generation and a decrease in the value of the U.S. dollar relative to the Philippine peso.

We have cash and cash equivalents and restricted cash equivalents totaling $1.5 million at June 30, 2007. These amounts were primarily invested in money market funds, certificate of deposits and variable rated preferred instruments. The cash and cash equivalents are held for working capital requirements, expansion and general corporate purposes. We do not enter into investments for trading or speculative purposes. We believe that we have no material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates.

ITEM 4. CONTROLS AND PROCEDURES

We carried out an evaluation under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective for recording, processing and summarizing the information we are required to disclose in the reports we file under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules and forms. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature can provide only reasonable assurance regarding management’s control objectives. There has been no change in our internal control over financial reporting during our last quarter, identified in connection with the evaluation referred to above, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II–OTHER INFORMATION

ITEM 1A. Risk Factors

During the period covered by this Report, there have been no material changes from our risk factors as previously disclosed in our Form 10-K for the year ended December 31, 2006.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On June 29, 2007, all holders of convertible promissory notes with the Company agreed to convert their convertible promissory notes (the “Convertible Notes”) to common stock, par value $0.01 of the Company (the “Common Stock”), thereby terminating their convertible promissory notes. The Convertible Notes were originally issued on three separate closing dates; 07/15/2003, amended 10/13/2006; 12/14/2004; and 03/17/2006, respectively. The number of shares of Common Stock issued upon conversion of the Convertible Notes totaled 11,818,560 (the “Issued Stock”). The initial investment for the Issued Stock totaled $5,635,000. The sale of such shares was deemed to be exempt from registration under section 3(a)(9) of the 1933 Act. The purchasers of such Common Stock acquired these securities for their own accounts.

ITEM 4—SUBMISSION OF MATTERS TO A VOTE OF SECURITY

On May 24, 2007, we held an annual meeting of the stockholders of the Common Stock to vote on the following matters: (1) to elect seven persons to our Board of Directors, (2) to ratify the selection of Daszkal Bolton, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2007, (3) to Amend and Restate our Certificate of Incorporation, and (4) to Amend and Restate our 1997 Stock Option Plan. Total shares of Common Stock outstanding on the Record Date were 17,069,675.

Proposal 1: Proposal to elect Michael Dornemann, Shawkat Raslan, Orhan Sadik-Khan, Frederick Thorne, Carl Tiedemann, Charles Henri Weil, and Alfonso Yuchengco, III to the Board of Directors, each to serve a one year term. Each nominee received a majority of the votes cast, and therefore has been duly elected a director.

NOMINEE	VOTES FOR	VOTES ABSTAINING
Michael Dornemann	10,264,768	4,089
Shawkat Raslan	10,263,445	5,412
Orhan Sadik-Khan	10,264,768	4,089
Frederick Thorne	10,264,768	4,089
Carl Tiedemann	10,264,768	4,089
Charles Henri Weil	10,264,768	4,089
Alfonso Yuchengco, III	10,264,468	4,389

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There were no broker non-votes or abstentions with respect to this matter.

Proposal 2: Proposal to ratify the appointment of Daszkal Bolton, LLP as the Company’s independent registered public accounting firm for the 2007 fiscal year. The Proposal was approved by the holders of a majority of the shares of Common Stock outstanding, and was therefore ratified by our shareholders.

VOTES FOR	VOTES AGAINST	VOTES ABSTAINING	BROKER NON -VOTES
10,268,758	0	100	0

Proposal 3: Proposal to Amend and Restate our Certificate of Incorporation. The Proposal was approved by the holders of a majority of the shares of Common Stock outstanding, and was therefore ratified by our shareholders.

VOTES FOR	VOTES AGAINST	VOTES ABSTAINING	BROKER NON -VOTES
10,253,318	15,539	0	0

Proposal 4: Proposal to amend and restate our 1997 Stock Option Plan. This proposal received the affirmative vote of a majority of the shares represented in person or by proxy at the annual meeting and entitled to vote on this proposal and, therefore the proposed amendment to the 1997 Stock Option Plan was approved.

VOTES FOR	VOTES AGAINST	VOTES ABSTAINING	BROKER NON -VOTES
5,771,684	17,350	0	4,479,824

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ITEM 6. Exhibits

Exhibits No.	Description
3(d)	Amended and Restated Certificate of Incorporation of Access Worldwide Communications, Inc.
10(uuuuu)	Access Worldwide Communications, Inc. 2007 Stock Option Plan.
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

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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: August 14, 2007	By:	/s/ SHAWKAT RASLAN
		Shawkat Raslan, Chairman of the Board, President and Chief Executive Officer (principal executive officer)
Date: August 14, 2007	By:	/s/ RICHARD A. LYEW
		Richard A. Lyew, Executive Vice President and Chief Financial Officer (principal financial and accounting officer)

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Exhibit Index

Exhibit Number	Description
3(d)	Amended and Restated Certificate of Incorporation of Access Worldwide Communications, Inc.
10(uuuuu)	Access Worldwide Communications, Inc. 2007 Stock Option Plan.
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

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EX-3.(D)

Exhibit 3(d)

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ACCESS WORLDWIDE COMMUNICATIONS, INC.

ACCESS WORLDWIDE COMMUNICATIONS, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. The name of this corporation is ACCESS WORLDWIDE COMMUNICATIONS, INC. ACCESS WORLDWIDE COMMUNICATIONS, INC. was originally incorporated under the name of TELEPHONE ACCESS, INC., and the original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on August 11, 1983.

2. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of this corporation. The Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of Access Worldwide Communications, Inc. and approved by the stockholders at the regularly scheduled annual meeting of the stockholders of said corporation.

3. The text of the Amended and Restated Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows:

FIRST: The name of the Corporation is Access Worldwide Communications, Inc. (the “Corporation”).

SECOND: The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808, which address is located in the County of New Castle, and the name of the Corporation’s registered agent at such address is Corporation Service Company.

THIRD: The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporations Law of the State of Delaware.

FOURTH: The total number of shares of capital stock, which the Corporation shall have authority to issue is 1,000,000 shares of Preferred Stock, $.01 par value per share (the “Preferred Stock”), and 100,000,000 shares of common stock, $.01 par value per share (the “Common Stock”). The powers, designations, preferences and relatives, participating, optional or other special rights, qualifications, limitations or restrictions of the Preferred Stock and Common Stock shall be as follows:

I. Common Stock

1. The Corporation hereby constitutes one class of Common Stock as follows:

(a) An aggregate of 100,000,000 shares of Common Stock are hereby constituted as a class designated as “Common Stock.”

(b) With respect to all matters upon which holders of Common Stock are entitled to vote or to which holders of Common Stock are entitled to give consent, every holder of Common stock shall be entitled to one vote in person or by proxy for each share of Common Stock standing in his name on the transfer books of this corporation.

(c) Except as otherwise provided herein, the provisions of this Certificate of Incorporation shall not be modified, revised, altered or amended, repealed or rescinded in whole or in part, without the affirmative vote of the holders of a majority of the outstanding shares of the Common Stock.

(d) Subject to the rights of the holders of Preferred Stock, and subject to any other provisions of this Certificate of Incorporation as may be amended from time to time, holders of Common Stock shall be entitled to such dividends and other distributions in cash, stock or property of this corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of this corporation legally available.

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(e) Except as otherwise required by the Delaware General Corporation Law or as otherwise provided in this Certificate of Incorporation, each share of the Common Stock shall have identical powers, preferences and rights, including rights in liquidation.

(d) Preferred Stock

1. (a) Shares of Preferred Stock may be issued by the Corporation from time to time as shares of one or more series of Preferred Stock, and in the resolution or resolutions providing for the issuance of shares of each particular series, before issuance, the Board of Directors of the Corporation is expressly authorized to fix:

(i) the distinctive designation of such series and the number of shares which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors in creating such series) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors;

(ii) the rate of dividends payable on such series, whether or not dividends shall be cumulative, the date or dates from which dividends shall accrue and, if cumulative, the relationship which such dividends shall bear to dividends payable on any other series;

(iii) whether or not the shares of such series shall be subject to redemption by the Corporation and, if so, the times, prices and other terms and conditions of such redemption;

(iv) whether or not the shares of such series shall be subject to the operation of a sinking fund or a fund of a similar nature and, if so, the terms thereof;

(v) the rights of the shares of each series in case of liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, or upon any distribution of its assets;

(vi) whether or not the shares of such series shall be convertible into or exchangeable for shares of any other series or class of stock of the Corporation and, if so, the terms of conversion or exchange;

(vii) whether or not the shares of such series shall have voting rights in addition to voting rights provided by law and in paragraph 5 below and, if so, the nature and extent thereof; and

(viii) the consideration to be received by the Corporation for the shares of such series.

(b) The shares of the Preferred Stock of any one series shall be identical with each other in all respects except as to the dates from which dividends thereon shall accrue or be cumulative.

(c) In case the stated dividends and the amounts if any, payable on liquidation, dissolution or winding up of the Corporation are not paid in full, the shares of each series of the Preferred Stock, after the payment in full of such dividends and amounts to all series of the Preferred Stock ranking senior to such series and before any payment to any series ranking junior thereto, shall share ratably in accordance with the sums which would be payable on said shares if all dividends were declared an paid in full, and in any distribution of assets other than by way of dividends, in accordance with the sums which would be payable on such distribution of all sums payable were discharged in full.

(d) Upon the issuance of any series of Preferred Stock, a certificate setting forth the resolution or resolutions (including the designation, description and terms of such series) adopted by the Board of Directors with respect to such series shall be made and filed in accordance with the then applicable requirements, if any, of the laws of the State of Delaware, or, if no certificate is then so required, such certificate shall be signed and acknowledged on behalf of the Corporation by its President or a Vice President, and its corporate seal shall be affixed thereto and attested by its Secretary or an Assistant Secretary, and such certificate shall be filed and kept on file at the principal office of the Corporation in the State of Delaware or at such other place or places as the Board of Directors shall designate.

2. The holders of each series of the Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, but only out of funds of the dividends in cash at the annual rate for such series provided by the Board of Directors in the certificate made pursuant to subparagraph (d) of paragraph 1 above with respect to such series, before any dividends, other than dividends payable in shares of Common Stock to all holders of Common Stock, shall be declared and paid upon or set apart from the holders of any series of the Preferred Stock ranking junior to such series as to dividends or of any Junior Stock (as hereinafter defined), payable in respect of each calendar quarter on a date, which shall be provided by the Board of Directors in

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such certificate with respect to such series, within fifty (50) days following the end of such quarter. Such dividends on the Preferred Stock shall be payable to holders of such series of record on the date; not exceeding fifty (50) days preceding the dividend payment date, fixed for such purpose by the Board of Directors with respect to such series in advance of the payment of each particular dividend.

3. If so provided by the Board of Directors in the certificate made pursuant to subparagraph (d) of paragraph 1 above with respect to any series of the Preferred Stock, the Corporation may redeem the whole or any part of such series, at such time or times and from time to time at such redemption price or prices as may be provided by the Board of Directors in such certificate and otherwise upon the terms and conditions fixed by the Board of Directors in such certificate for any such redemptions.

4. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of each series of the Preferred Stock then outstanding shall be entitled to receive, after the payment in full of all amounts to which the holders of all series of the Preferred Stock ranking senior thereto are entitled, out of the assets of the Corporation, before any series of Preferred Stock ranking junior to such series upon liquidation, dissolution or winding up of the Corporation, or of any Junior Stock, the amount, if any for each share provided by the Board of Directors in the certificate made pursuant to subparagraph (d) of paragraph 1 of this subsection II above. If payment shall have been made in full to the holders of each series of the Preferred Stock, the remaining assets of the Corporation shall be distributed among the holders of Junior Stock, according to their respective rights and preferences and pro rata in accordance with their respective holdings.

5. On all matters with respect to which holders of the Preferred Stock or of certain series thereof are entitled to vote as a single class, each holder of Preferred Stock afforded such class voting right shall be entitled to one vote for each share held.

6. For purposes of this Article FOURTH, the term “Junior Stock,” shall mean the Common Stock and any other class of Stock of the Corporation hereafter authorized which shall rank junior to all series of the Preferred Stock as to all dividends or preference on dissolution, liquidation, or winding up of the Corporation.

7. Subject to all rights of the Preferred Stock, dividends may be paid on the Common Stock as and when declared by the Board of Directors of the Corporation out of any funds of the Corporation legally available for the payment thereof.

8. After payment shall have been made in full to the holders of the Preferred Stock in the event of any liquidation, dissolution or winding up of the affairs of the Corporation, the remaining assets of the Corporation shall be distributed to the holders of the Common Stock on a pro rata basis.

9. Unless the Board of Directors shall provide in any certificate made pursuant to subparagraph (d) of paragraph 1 of this Subsection II above with respect to a series of the Preferred Stock that the holders of shares of such series shall have voting rights for the election of directors and for all other purposes, the holders of the Common Stock shall possess full voting power for the election of directors and for all other purposes, each holder of Common Stock entitled to vote being entitled to one vote for each share of Common Stock held of record by such holder.

(e) Series 1998 Preferred Stock

Preferred Stock, Series 1998 is the outstanding Preferred Stock designated by the Corporation. The designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such class, and the qualifications, limitations or restrictions thereof are as follows:

(1) Designation and Amount.

An aggregate of 40,000 shares of Preferred Stock, $0.01 par value, of the Corporation, are hereby constituted as a class designated as “Preferred Stock, Series 1998.” Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of such class to a number less than the number of shares of such class then outstanding plus the number of shares of such class reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into shares of such class.

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(2) Dividends.

Holders of shares of Preferred Stock, Series 1998 will be entitled to received per share cash dividends and non-cash distributions equal to the product of (x) 8.33 and (y) any per share dividends and distributions paid on shares of the Common Stock, payable on the same dates as dividends or distributions are paid on the Common Stock. Each dividend or distribution will be payable to holders of record of the Preferred Stock, Series 1998 on a date selected by the Board of Directors which is the same date as the record date for the payment of the related dividend or distribution on the Common Stock. Any dividend paid or distribution made with regard to shares of Preferred Stock, Series 1998 will be paid or made on an equal per share basis with regard to each outstanding share of Preferred Stock, Series 1998.

(3) Liquidation, Dissolution or Winding Up.

The amount payable on the Preferred Stock, Series 1998 in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be $100 per share plus an amount equal to all dividends per share theretofore declared but unpaid. The merger or consolidation of the Corporation into or with another corporation, the merger or consolidation of any other corporation into or with the Corporation, or the sale, transfer, mortgage, pledge or lease of all or substantially all the assets of the Corporation shall not be deemed to be a liquidation, dissolution or winding up of the Corporation.

(4) Redemption.

(a) Any then outstanding shares of Preferred Stock, Series 1998 shall be redeemed by the Corporation upon (x) the closing of the sale to the public by the Corporation of shares of its capital stock pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (other than a Registration Statement on Form S-8 or S-14 or other similar form and other than the initial public offering of the Corporation’s Common Stock pursuant to the Corporation Registration statement on Form S-1, Registration No. 333-38845), (y) a Change of Control (as defined herein) or (z) the achievement by the Corporation of after tax net income (without taking into account any extraordinary items and as conclusively shown on the “Corporation’s financial statements) aggregating not less than $10 million over any four consecutive calendar quarters. The price at which such stock shall be redeemed shall be $100 per share plus an amount equal to all dividends per share theretofore declared but unpaid. Such redemption shall be effected in the manner and with the effect as provided in paragraph (b) hereof.

(b) Notice of any redemption specifying the date fixed for said redemption and the place where the amount to be paid upon redemption is payable shall be mailed, postage prepaid, at least 30 days, but not more than 60 days, prior to said redemption date to the holders of record of the Preferred Stock, Series 1998 at their respective addresses as the same shall appear on the books of this Corporation. If such notice of redemption shall have been mailed, and if on or before the redemption date specified in such notice all funds necessary for such redemption shall have been set aside by the Corporation separate and apart from its other funds, in trust for the account of the holders of the shares to be redeemed (and so as to be and continue to be available therefore), then, on and after said redemption date, notwithstanding that any certificate for shares of the Preferred Stock, Series 1998 so called for redemption shall not have been surrendered for cancellation, the shares represented thereby so called for redemption shall be deemed to be no longer outstanding, the right to receive dividends thereon shall cease to accrue, and all rights with respect to such shares of the Preferred Stock, Series 1998 so called for redemption shall forthwith cease and terminate, except only the right of the holders thereof to receive out of the funds so set aside in trust, the amount payable on redemption thereof, but without interest. However, if such notice of redemption shall have been so mailed, and if prior to the date of redemption specified in such notice said funds shall be deposited in trust for the account of the holders of the shares to be redeemed (and so as to be and continue to be available therefore), with a bank or trust company named in such notice doing business in the Borough of Manhattan in the City of New York and having Capital, surplus and undivided profits of at least $50,000,000, thereupon and without awaiting the redemption date, all shares of Preferred Stock, Series 1998 with respect to which such notice shall have been mailed and such deposit shall have been so made shall be deemed to be no longer outstanding, and all rights with respect to such shares of Preferred Stock, Series 1998 shall forthwith, upon such deposit in trust, cease and terminate, except only the right of the holders thereof on or after the redemption thereof, but without interest. In case the holders of shares of Preferred Stock, Series 1998 which shall have been redeemed shall not within three years after the redemption date claim any amount so deposited in trust for the redemption of such shares, such bank

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or trust company shall, upon demand, pay over to the Corporation any such unclaimed amount so deposited with it, and shall thereupon be relieved of all responsibility in respect thereof, and thereafter the holders of such shares shall look only to the Corporation for payment of the redemption price thereof, but without interest.

(c) For purposes hereof, “Change of Control” means (i) the acquisition of beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended (the “1934 Act”)) of 50% or more of the outstanding shares of securities the holders of which are generally entitled to vote for the election of directors of the Corporation (including securities convertible into, or exchangeable for, such securities or rights to acquire such securities or securities convertible into, or exchangeable for such securities, “Voting Stock”), on a fully diluted basis, by a Person or group of Persons (within the meaning of Section 13 or 14 of the 1934 Act); (ii) any merger, consolidation, combination or similar transaction of the Corporation, with or into any other Person, whether or not the Corporation is the surviving entity in any such transaction, if, immediately after such transaction, the stockholders of the Corporation immediately prior to such transaction shall in the aggregate hold less than 50% of the outstanding equity interests in the entity surviving such merger, consolidation, combination or similar transaction; (iii) any sale, lease, assignment, transfer or other disposition of the beneficial ownership in all or substantially all of the property, business or assets of the Corporation; (iv) a Person, other than the current stockholders of the Corporation, obtains, directly or indirectly, the power to direct or cause the direction of the management or policies of the Corporation, whether through the ownership of capital stock, by contract or otherwise, or (v) any liquidation, dissolution or winding up of the Corporation.

“Junior Stock” shall mean the Common Stock of the Corporation, any other stock over which the Preferred Stock, Series 1998 has a preference as to payment of dividends or as to distribution of assets and any securities of whatever form which are convertible into or exchangeable for Junior Stock.

(5) Amendment.

The consent of the holders of at least two-thirds of the outstanding shares of the Preferred Stock, Series 1998, given in person or by proxy, either in writing or at a special meeting called for that purpose, shall be necessary to effect or validate any one or more of the following:

(a) the authorization of, or any increase in the authorized amount of, any additional class of stock of the Corporation ranking prior to or on a parity with the Preferred Stock, Series 1998; or

(b) the amendment, change or alteration of the Certificate of Incorporation of the Corporation so as to affect adversely the rights or preferences of the Preferred Stock, Series 1998 or the holders thereof.

(6) Limitations.

The shares of Preferred Stock, Series 1998 shall not have any voting powers except as set forth herein or as otherwise required by law and, except as set forth herein, designations, preferences or relative, participating, operating or other special rights, qualification, limitations or restrictions.

(7) Priority.

The Preferred Stock, Series 1998 shall be pari passu with the Common Stock of the Corporation with respect to the payment of dividends, (on the basis set forth herein) and shall be senior to the Junior Stock of the Corporation in all other respects including, but not limited to, redemption, liquidation, dissolution, winding up or any other preferences or rights.

FIFTH: Subject to the provisions of the General Corporation Law of the State of Delaware, the number of Directors of the Corporation shall be determined as provided by the Corporation’s By-Laws.

SIXTH: To the fullest extent permitted by Section 145 of the Delaware General Corporation Law, or any comparable successor law; as the same may be amended and supplemented from time to time, the Corporation (i) may indemnify all persons whom it shall have power to indemnify thereunder from and against any and all of the expenses, thereunder from and against any and all of the expenses, liabilities or other matters referred to in or covered thereby, (ii) shall indemnify each such person if he is or is threatened to be made a party to an action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the Corporation while a director, officer, employee or agent of the Corporation, and (iii) shall pay the expenses of such a current or former

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director, officer, employee or agent incurred in connection with any such action, suit or proceeding in advance of the final disposition of such action, suit or proceeding. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those entitled to indemnification or advancement of expenses may be entitled under any by-law, agreement, contract or vote of stockholders or disinterested directors or pursuant to the direction (however embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SEVENTH: In furtherance and not in limitation of the general powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation, except as specifically stated therein.

EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of § 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

NINTH: Except as otherwise required by the laws of the State of Delaware, the stockholders and directors shall have the power to hold their meetings and to keep the books, documents and papers of the Corporation outside of the State of Delaware, and the Corporation shall have the power to have one or more offices within or without the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or directors. Elections of directors need not be by ballot unless the By-Laws of the Corporation shall so provide.

TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ELEVENTH: A director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) for the unlawful payment of dividends or unlawful stock purchases under § 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived any improper personal benefit. If the General Corporation Law of Delaware is amended to further eliminate or limit the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only and shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

*    *    *

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IN WITNESS WHEREOF, the Corporation caused its corporate seal to be hereunto affixed and this Amended and Restated Certificate of Incorporation to be signed by Shawkat Raslan, its President, Chairman and Chief Executive Officer, and attested by Mark Wright, its Secretary, this 23^rd day of May, 2007.

ACCESS WORLDWIDE COMMUNICATIONS, INC.
Signature:	/s/ Shawkat Raslan
Shawkat Raslan
Chairman, President and Chief Executive Officer

ATTEST:
Signature:	/s/ Mark Wright
	Mark Wright
	Secretary

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EX-10.(UUUUU)

Exhibit 10(uuuuu)

ACCESS WORLDWIDE COMMUNICATIONS, INC.

2007 STOCK OPTION PLAN

1. Purposes of Plan. The purposes of this stock option plan, which shall be known as the Access Worldwide Communications, Inc. 2007 Stock Option Plan, and is hereinafter referred to as the “Plan”, are (i) to provide incentives for key employees, directors, consultants and other individuals providing services to Access Worldwide Communications, Inc. (the “Company”) and its subsidiary or parent corporations (within the respective meanings of Sections 424(f) and 424(e) of the Internal Revenue Code of 1986, as amended (the “Code”), and referred to herein as “Subsidiary” and “Parent”, respectively, and such Parent and each Subsidiary are referred to herein individually as an “Affiliate” and collectively as “Affiliates”) by encouraging their ownership of the common stock, $.01 par value, of the Company (the “Stock”) and (ii) to aid the Company in retaining such key employees, directors, consultants and other individuals upon whose efforts the Company’s success and future growth depends and in attracting other such employees, directors, consultants and individuals.

2. Administration. The Plan shall be administered by the Compensation Committee of the Board of Directors or a subcommittee of the Compensation Committee appointed by the Compensation Committee, as hereinafter provided (the committee or subcommittee administering the Plan is hereinafter referred to as the “Committee”). For purposes of administration, the Committee, subject to the terms of the Plan, shall have plenary authority to establish such rules and regulations, to make such determinations and interpretations, and to take such other administrative actions as it deems necessary or advisable. All determinations and interpretations made by the Committee shall be final, conclusive and binding on all persons, including Optionees (as hereinafter defined) and their legal representatives and beneficiaries.

The Committee shall consist of not fewer than two members of the Board of Directors. Unless otherwise determined by the Board of Directors, all members of the Board of Directors who serve on the Committee shall be “Non- Employee Directors” (as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended) and “outside directors” as defined in Treasury Regulation (S) 1.162-27(e)(3). The Compensation Committee shall designate one of the members of the Committee as its Chairman. The Committee shall hold its meetings at such times and places as it may determine. A majority of its members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all members shall be as effective as if it had been made by a majority vote at a meeting duly called and held. The Committee may appoint a secretary (who need not be a member of the Committee). No member of the Committee shall be liable for any act or omission with respect to his service on the Committee if he acts in good faith and in a manner he reasonably believes to be in or not opposed to the best interests of the Company.

3. Stock Available for Options. There shall be available for options under the Plan a total of 2,500,000 shares of Stock, subject to any adjustments which may be made pursuant to Section 5(f) hereof. A maximum of 2,500,000 of the options authorized for issuance may be issued as incentive stock options. Shares of Stock used for purposes of the Plan may be either authorized and unissued shares, or previously issued shares held in the treasury of the Company, or both. Shares of Stock covered by options which have terminated or expired prior to exercise shall be available for further options hereunder. The maximum number of options which may be granted to any person under the Plan during any fiscal year of the Company shall not exceed 150,000 shares.

4. Eligibility. Options under the Plan may be granted to key employees of the Company or any Affiliate, including officers or directors of the Company or any Affiliate, and to consultants and other individuals providing services to the Company or any Affiliate (each such grantee, an “Optionee”). Options may be granted to eligible individuals whether or not they hold or have held options previously granted under the Plan or otherwise granted or assumed by the Company. In selecting individuals for options, the Committee may take into consideration any factors it may deem relevant, including its estimate of the individual’s present and potential contributions to the success of the Company and its Affiliates. Service as an employee, director, officer or consultant of or to the Company or any Affiliate shall be considered employment for purposes of the Plan (and the period of such service shall be considered the period of employment for purposes of Section 5(d) of this Plan); provided, however, that incentive stock options may be granted under the Plan only to an individual who is an “employee” (as such term is used in Section 422 of the Code) of the Company or any Affiliate.

5. Terms and Conditions of Options. The Committee shall, in its discretion, prescribe the terms and conditions of the options to be granted hereunder, which terms and conditions need not be the same in each case, subject to the following:

(a) Option Price. The price at which each share of Stock covered by an option granted under the Plan may be purchased shall not be less than the Market Value (as defined in Section 5(c) hereof) per share of Stock on the date of grant of the option. The date of the grant authorization of an option shall be the date specified by the Committee in its grant of the option.

(b) Option Period. The period for exercise of an option shall in no event be more than ten years from the date of grant, or in the case of any option intended to be an incentive stock option granted to an individual owning, on the date of grant, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, more than five years from the date of grant. Options may, in the discretion of the Committee, be made exercisable in installments during the option period. Any shares not purchased on any applicable installment date may be purchased thereafter at any time before the expiration of the option period.

(c) Exercise of Options. In order to exercise an option, the Optionee shall deliver to the Company written notice specifying the number of shares of Stock to be purchased, together with cash or a certified or bank cashier’s check payable to the order of the Company in the full amount of the purchase price thereof. If the Optionee so requests, shares of Stock purchased upon exercise of an option may be issued in the name of the Optionee or another person. An Optionee shall have none of the rights of a stockholder until the shares of Stock are issued to him.

(d) Effect of Termination of Employment. An option may not be exercised after the Optionee has ceased to be in the employ of the Company or any Affiliate, except in the following circumstances:

(i) If the Optionee’s employment is terminated by action of the Company or an Affiliate, or by reason of disability or retirement under any retirement plan maintained by the Company or any Affiliate, the option may be exercised by the Optionee within three months after such termination, but only as to any shares exercisable on the date the Optionee’s employment so terminates;

(ii) In the event of the death of the Optionee during the three month period after termination of employment covered by (i) above, the person or persons to whom his rights are transferred by will or the laws of descent and distribution shall have a period of one year from the date of his death to exercise any options which were exercisable by the Optionee at the time of his death; and

(iii) In the event of the death of the Optionee while employed, the option shall thereupon become exercisable in full, and the person or persons to whom the Optionee’s rights are transferred by will or the laws of descent and distribution shall have a period of one year from the date of the Optionee’s death to exercise such option. The provisions of the foregoing sentence shall apply to any outstanding options which are incentive stock options to the extent permitted by Section 422(d) of the Code and such outstanding options in excess thereof shall, immediately upon the occurrence of the event described in the preceding sentence, be treated for all purposes of the Plan as nonstatutory stock options and shall be immediately exercisable as such as provided in the foregoing sentence.

In no event shall any option be exercisable more than ten years from the date of grant thereof. Nothing in the Plan or in any option granted pursuant to the Plan (in the absence of an express provision to the contrary) shall confer on any individual any right to continue in the employ of the Company or any Affiliate or interfere in any way with the right of the Company or any Affiliate to terminate his employment at any time.

(e) Limitation on Transferability of Options. Except as provided in this Section 5(e), during the lifetime of an Optionee, options held by such Optionee shall be exercisable only by him and no option shall be transferable other than by will or the laws of descent and distribution. The Committee may, in its discretion, provide that during the lifetime of an Optionee, options held by such Optionee may be transferred to or for the benefit of a member of his immediate family or to a charitable organization exempt from income tax under Section 501(c)(3) of the Code. For purposes hereof, the term “immediate family” of an Optionee shall mean such Optionee’s spouse and children (both natural and adoptive), and the direct lineal descendants of his children.

(f) Adjustments for Change in Stock Subject to Plan. In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering, or any other change in the corporate structure or shares of the Company, the Committee shall make such adjustments, if any, as it deems appropriate in the number and kind of shares subject to the Plan, in the number and kind of shares covered by outstanding options, or in the option price per share, or both. In the case of a merger, consolidation or other transaction pursuant to which the Company is not the surviving corporation or pursuant to which the holders of outstanding Stock shall receive in exchange for their shares, shares of capital stock of the surviving corporation or another corporation, the Committee may require an Optionee to exchange options granted under the Plan for options issued by the surviving corporation or such other corporation.

(g) Acceleration of Exercisability of Options upon Occurrence of Certain Events. The Committee may, in its discretion, provide in the case of any option granted under the Plan that, in connection with any merger or consolidation which results in the holders of the outstanding voting securities of the Company (determined immediately prior to such merger or consolidation) owning less than a 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 its assets or 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, such option shall become exercisable in full or part, notwithstanding any other provision of the Plan or of any outstanding options granted thereunder, on and after (i) the fifteenth day prior to the effective date of such merger, consolidation, sale, transfer or acquisition or (ii) the date of commencement of such tender offer or exchange offer, as the case may be. The provisions of the foregoing sentence shall apply to any outstanding options which are incentive stock options to the extent permitted by Section 422(d) of the Code and such outstanding options in excess thereof shall, immediately upon the occurrence of the event described in clause (i) or (ii) of the foregoing sentence, be treated for all purposes of the plan as nonstatutory stock options and shall be immediately exercisable as such as provided in the foregoing sentence. Notwithstanding the foregoing, in no event shall any option be exercisable after the date of termination of the exercise period of such option specified in Sections 5(b) and 5(d).

(h) Registration, Listing and Qualification of Shares of Stock. Each option shall be subject to the requirement that if at any time the Board of Directors shall determine that the registration, listing or qualification of the shares of Stock covered thereby upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the granting of such option or the purchase of shares of Stock thereunder, no such option may be exercised unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. The Company may require that any person exercising an option shall make such representations and agreements and furnish such information as it deems appropriate to assure compliance with the foregoing or any other applicable legal requirement.

(i) Other Terms and Conditions. The Committee may impose such other terms and conditions, not inconsistent with the terms hereof, on the grant or exercise of options, as it deems advisable.

6. Additional Provisions Applicable to Incentive Stock Options. The Committee may, in its discretion, grant options under the Plan to eligible employees which constitute “incentive stock options” within the meaning of Section 422 of the Code; provided, however, that (a) the aggregate Market Value of the Stock with respect to which incentive stock options are exercisable for the first time by the Optionee during any calendar year shall not exceed the limitation set forth in Section 422(d) of the Code; (b) if the Optionee owns on the date of grant securities possessing more than 10% of the total combined voting power of all classes of securities of the Company or of any Affiliate, the price per share shall not be less than 110% of the Market Value per share on the date of grant and (c) Section 5(d)(ii) hereof shall not apply to any incentive stock option. For purposes of the Plan, the Market Value per share of Stock shall be the closing price on the date of reference, or if the date of reference is a day on which the or, in case no sale takes place on such date, the average of the closing high bid and low asked prices regular way, in either case on the principal national securities exchange on which the Stock is listed or admitted to trading, or if the Stock is not listed or admitted to trading on any national securities exchange, the last sale price reported on the National Market System of the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) on such date, or the last sale price reported on the NASDAQ SmallCap market on such date, or the average of the closing high bid and low asked prices in the over-the-counter market on such date, whichever is

applicable, or if there are no such prices reported on NASDAQ or in the over-the-counter market on such date, as furnished to the Committee by any New York Stock Exchange member selected from time to time by the Committee for such purpose. If there is no bid or asked price reported on any such date, the Market Value shall be determined by the Committee in accordance with the regulations promulgated under Section 2031 of the Code, or by any other appropriate method selected by the Committee.

7. Amendment and Termination. Unless the Plan shall theretofore have been terminated as hereinafter provided, the Plan shall terminate on, and no option shall be granted hereunder after May 1, 2017; provided, however, that the Board of Directors may at any time prior to that date terminate the Plan. The Board of Directors may at any time amend the Plan or any outstanding options. No termination or amendment of the Plan may, without the consent of an Optionee, adversely affect the rights of such Optionee under any option held by such Optionee.

8. Stockholder Approval of Plan. The establishment of the Plan shall be subject to approval by a majority of the votes cast thereon by the stockholders of the Company at a meeting of stockholders duly called and held for such purpose or by a method and in a degree that would be treated as adequate under the applicable law of the Company’s state of incorporation, and no option granted hereunder shall be exercisable prior to such approval.

9. Withholding. It shall be a condition to the obligation of the Company to issue shares of Stock upon exercise of an option, that the Optionee (or any beneficiary, transferee or person entitled to act under Sections 5(d) or 5(e) hereof) pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying any liability to withhold federal, state or local income or other taxes. If the amount requested is not paid, the Company may refuse to issue such shares of Stock.

10. Issuance of Certificates; Legends. The Company may endorse such legend or legends upon the certificates for shares of Stock issued upon the exercise of an option granted hereunder and may issue such “stop transfer” instructions to its transfer agent in respect of such shares as, in its absolute discretion, it determines to be necessary or appropriate.

11. Other Actions. Nothing contained in this Plan shall be construed to limit the authority of the Company to exercise its corporate rights and powers, including but not by way of limitation, the right of the Company to grant or assume options for proper corporate purposes other than under the Plan with respect to any employee or other person, firm, corporation or association.

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: August 14, 2007	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, Richard A. Lyew, 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: August 14, 2007	Signature:	/s/ RICHARD A. LYEW
		Richard A. Lyew, 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 June 30, 2007 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)

August 14, 2007

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 June 30, 2007 as filed with the Securities and Exchange Commission on the date here of (the “Report”), I, Richard A. Lyew, 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/ RICHARD A. LYEW

Richard A. Lyew

Executive Vice President and Chief Financial Officer

(principal financial and accounting officer)

August 14, 2007