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 March 31, 2008

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

(check one):

Large accelerated filer  ¨    Accelerated filer  ¨     Non-accelerated filer  ¨    Smaller reporting company  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 May 14, 2008
Common Stock, $0.01 par value per share	36,997,266 shares

ACCESS WORLDWIDE COMMUNICATIONS, INC.

INDEX

		Page
Part I-Financial Information		1
Item 1.	Condensed Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets-March 31, 2008 and December 31, 2007	1
	Condensed Consolidated Statements of Operations – Three Months Ended March 31, 2008 and March 31, 2007	2
	Condensed Consolidated Statement of Changes in Common Stockholders’ Equity – Three Months Ended March 31, 2008	3
	Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2008 and March 31, 2007	4
	Notes to Condensed Consolidated Financial Statements	5-8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9-12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12-13
Item 4.	Controls and Procedures	13
Part II-Other Information		14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 6.	Exhibits	14
	Signatures	15

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ACCESS WORLDWIDE COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	March 31, 2008			December 31, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	426,864		$	778,354
Certificate of deposits		882,553			882,553
Certificate of deposit—restricted cash		123,000			123,000
Accounts receivable, net of allowance for doubtful accounts of $13,771 and $10,983, respectively		5,322,964			4,739,401
Other assets, net		617,080			465,364
Total current assets		7,372,461			6,988,672
Property and equipment, net		3,477,859			3,815,750
Investments in Variable Rate Preferred Securities		2,800,000			—
Certificate of deposit—restricted cash		220,000			220,000
Other assets, net		493,493			516,176
Total assets	$	14,363,813		$	11,540,598
LIABILITIES AND COMMON STOCKHOLDER’S EQUITY
Current liabilities:
Current portion of indebtedness	$	3,264,221		$	2,623,062
Accounts payable		661,492			826,965
Accrued expenses		542,164			364,396
Accrued payroll and benefits		634,607			466,042
Customer deposits		969,296			969,296
Deferred revenue		281,913			240,515
Accrued interest		16,287			21,664
Total current liabilities		6,369,980			5,511,940
Long-term portion of indebtedness		208,041			249,845
Other long-term liabilities		412,635			423,511
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		10,990,656			10,185,296
Commitments and contingencies
Common stockholders’ equity:
Common stock, $0.01 par value: voting: 40,000,000 shares authorized; 36,997,266 and 31,219,146 shares issued and outstanding, respectively		369,972			312,191
Additional paid-in capital		81,845,166			78,884,981
Accumulated deficit		(78,721,132	)		(77,721,021	)
Less: treasury stock at costs, 209,808 shares		(120,849	)		(120,849	)
Total common stockholders’ equity		3,373,157			1,355,302
Total liabilities and common stockholders’ equity	$	14,363,813		$	11,540,598

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

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ACCESS WORLDWIDE COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31,

	2008			2007
Revenues	$	6,765,603		$	8,747,688
Cost and expenses:
Cost of revenues		5,646,119			6,523,738
Selling, general and administrative expenses		1,671,028			1,659,293
Depreciation expense		398,579			287,484
Total costs and expenses		7,715,726			8,470,515
(Loss) income from operations		(950,123	)		277,173
Interest income		34,108			28,820
Interest expense – related parties		—			(34,500	)
Interest expense		(84,096	)		(258,209	)
(Loss) income from continuing operations		(1,000,111	)		13,284
Discontinued operations:
Loss from discontinued operations		—			(49,509	)
Loss before income tax expense		—			(36,225	)
Income tax expense		—			—
Net loss	$	(1,000,111	)	$	(36,225	)
Basic and diluted loss per share of common stock:
Continuing operations	$	(0.03	)	$	0.00
Discontinued operations	$	0.00		$	(0.00	)
Net loss	$	(0.03	)	$	(0.00	)
Weighted average common shares outstanding		36,997,266			17,679,065

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

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ACCESS WORLDWIDE COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS’ EQUITY

(UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2008

	Common Stock			Additional Paid-in Capital		Accumulated Deficit			Treasury Stock
	Shares	Amount										Total
Balance, December 31, 2007	31,219,146	$	312,191	$	78,884,981	$	(77,721,021	)		(120,849	)	$	1,355,302
Common stock sold	5,778,120		57,781		2,942,219		—			—			3,000,000
Share based compensation expense	—		—		17,966		—			—			17,966
Net loss	—		—		—		(1,000,111	)		—			(1,000,111	)
Balance, March 31, 2008	36,997,266	$	369,972	$	81,845,166	$	(78,721,132	)	$	(120,849	)	$	3,373,157

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

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ACCESS WORLDWIDE COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31,

	2008			2007
Cash flows from operating activities:
Net (loss) income	$	(1,000,111	)	$	13,284
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		398,579			287,484
Amortization of deferred financing costs		12,899			33,469
Amortization of deferred compensation		1,750			2,625
Accretion of discount on Convertible Notes		—			124,473
Allowance for doubtful accounts		2,788			97,093
Share based compensation expense		17,966			22,050
Changes in assets and liabilities from discontinued operations		—			(99,710	)
Changes in operating assets and liabilities:
Accounts receivable		(586,351	)		765,259
Other assets		(143,682	)		520,209
Accounts payable and accrued expenses		1,419			280,362
Accrued payroll and benefits		168,565			415,454
Accrued interest		44,623			—
Deferred revenue and customer deposits		(8,602	)		(636,112	)
Net cash (used in) provided by operating activities		(1,090,157	)		1,825,940
Cash flows from investing activities:
Additions to property and equipment, net		(60,688	)		(771,696	)
(Increase) decrease in CD and Variable Rate Preferred Securities		(2,800,000	)		100,000
Net cash (used in) investing activities		(2,860,688	)		(671,696	)
Cash flows from financing activities:
Payments on capital leases		(142,391	)		(115,210	)
Proceeds from issuance of common stock		3,000,000			4,590
Net borrowings under Revolver and Note Payable		741,746			—
Proceeds from insurance financing, net		—			(13,522	)
Net cash provided by (used in) financing activities		3,599,355			(124,142	)
Net (decrease) increase in cash and cash equivalents		(351,490	)		1,030,102
Cash and cash equivalents, beginning of period		778,354			1,186,980
Cash and cash equivalents, end of period	$	426,864		$	2,217,082
Supplemental disclosure of cash flow information:
Cash paid for Interest		59,707			105,989
Non-cash investing and financing activities:
Equipment acquisitions through capital lease	$	—		$	267,177
Issuance of warrant on Note		—			89,250

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

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ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(UNAUDITED)

1. BASIS OF PRESENTATION

We prepared the condensed consolidated balance sheets as of March 31, 2008 and December 31, 2007, the condensed consolidated statements of operations for the three months ended March 31, 2008 and 2007, the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2008 and the condensed consolidated statements of cash flows for the three months ended March 31, 2008 and 2007, 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 March 31, 2008 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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007. The results of operations for the period ended March 31, 2008 are not necessarily indicative of the results of operations for the full 2008 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 are potentially subjected to concentration of credit risks through our cash and cash equivalents, accounts receivable and investments in Certificate of Deposits and Variable Rate Preferred. Cash and cash equivalents are deposited or managed by major financial institutions and at times are in excess of FDIC insurance limits. At March 31, 2008 and December 31, 2007 cash and cash equivalents held in excess of FDIC insurance limits were approximately $1.7 and $2.1 million, respectively.

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 identify. For the period ended March 31, 2008 and December 31, 2007, we maintain allowance for doubtful accounts of $13,771 and $10,983, 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 increased 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.

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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) income or total common stockholders’ equity as previously reported.

4. RESTRICTED CASH

We have restricted cash of $0.3 million in the form of a certificate of deposit which secured 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. INVESTMENTS

Our investment consists of auction rate securities (“ARS”), that are in the form of preferred stock, whose interest rates are reset, typically every seven to thirty-five days, through an auction process. At the end of each reset period, investors can sell or continue to hold the securities at par. Beginning in February 2008, auctions failed for the ARS we held because sell orders exceeded buy orders. These failures are not believed to be a credit issue, but rather are caused by a lack of liquidity. The funds associated with these failed auctions may not be accessible until the issuer calls the security, a successful auction occurs, a buyer is found outside of the auction process, or the security matures. As a result, we have classified these securities with failed auctions as long-term assets in our consolidated balance sheet. These auction rate securities are recorded at cost and have variable interest rates that are recorded as interest income.

We have reclassified its (“ARS”) from cash and cash equivalents to investments on its balance sheet in accordance with recent accounting pronouncements in fiscal 2007. This reclassification affected both the balance sheet for the three month period ended March 31, 2008 and the cash flow statement for the three months ended March 31, 2008 and 2007, it did not affect net income. In accordance with Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” no changes to financial statements issued in prior years were deemed necessary. In accordance with the Statement of Financial Accounting Standards (“SFAS”) No. 115, Accounting for Certain Investments in Debt and Equity Securities, temporary investments are accounted for as trading securities. Trading securities are securities that are bought and held principally for the purpose of selling in the near term. In fiscal 2008, we reclassified all of our investments in ARS from cash and cash equivalents to long term investments due to the widespread auction failures occurring in February 2008, as it is unknown if we will be able to liquidate these securities within one year. We evaluate our investments for impairment and whether impairment is other-than-temporary, and measurement of an impairment loss. We did not recognize any impairment on investments for the three months ended March 31, 2008 as we do not believe that the underlying credit quality of the assets has been impacted by the reduced liquidity of these investments. The Company has changed its investment policy and is currently trying to liquidate all ARS and holding all excess cash in a money market account.

6. (LOSS) INCOME PER COMMON SHARE

Basic (loss) earnings per share is based on the weighted average number of common shares outstanding and diluted (loss) earnings per 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 shares or securities outstanding during the respective periods that have been excluded from the calculation because their effects on net (loss) income would have been anti-dilutive:

	As of March 31, 2008
Warrants	5,082,500
Stock options	1,184,940
Total	6,267,440

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

	For the Three Months Ended March 31,
2008:
Weighted average number of common shares outstanding—basic	36,997,266
Weighted average number of common and common equivalent shares outstanding – dilutive*	36,997,266
2007:
Weighted average number of common shares outstanding—basic	17,679,065
Weighted average number of common and common equivalent shares outstanding – dilutive*	17,679,065

* Since the effects of the stock options and warrants are anti-dilutive for the three months ended March 31, 2008 and 2007 these effects have not been included in the calculation of dilutive earnings per share. For the three months ended March 31, 2008 and 2007 the common shares excluded are 17,746 and 332,091, respectively.

7. INDEBTEDNESS

Our borrowings consist of the following:

	As of
	March 31, 2008			December 31, 2007
Revolving line of credit (“Revolver”) with Manufacturers and Traders Trust Company	$	2,980,233		$	2,238,487
Capital leases payable in monthly installments through May 2011		492,029			634,420
		3,472,262			2,872,907
Less: current portion of indebtedness		(3,264,221	)		(2,623,062	)
	$	208,041		$	249,845

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On August 8, 2007, we entered into a Loan and Security Agreement (the “Agreement”) with Manufacturers and Traders Trust Company (“M&T”) for an $8.0 million 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 are 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 were required to pay loan origination fees, commitment fees, an unused facility fee, collateral management fees and adhere to certain financial covenants.

During the third quarter of 2007, we notified M&T of the loss of one of our most profitable programs due to our client’s budgetary cuts. We also informed them that we would not be able to make our fixed charge coverage covenant for the third and fourth quarters of 2007. On November 15, 2007, M&T agreed to waive the default of the fixed charge coverage covenant for the three months ended September 30, 2007 and eliminate the remaining fixed charge coverage covenants for 2007. These covenants were replaced by a monthly cash flow covenant from October 31, 2007 to March 31, 2007 and an amended and reset fixed charge coverage covenant for 2008 and 2009.

We expect to meet our short-term liquidity requirements through net cash provided by operations, cash and cash equivalents, investments in CDs and VRP and our Revolver. We believe that these sources of cash will be sufficient to meet our operating needs and planned capital expenditures for at least the next twelve months.

During the first quarter of 2008, we notified M&T that we would not be able to make our fixed charge coverage covenant for first quarter of 2008 (see Note 12).

Aggregate annual principal maturities for indebtedness as of March 31, 2008 are as follows:

2009	$	3,264,221
2010		182,368
2011		25,673
	$	3,472,262

8. PRIVATE PLACEMENT OF COMMON STOCK

On January 17, 2008, we entered into a Common Stock Purchase Agreement (the “Stock Agreement”), which resulted in the sale and issuance to an accredited investor and a significant customer; 5,778,120 shares of our common stock, par value $0.01, at a price per share of approximately $0.52, for an aggregate purchase price of $3.0 million (the “Transaction”). The sale of these shares was exempt from registration under the Securities Act of 1933 as a private offering to “accredited investors” under Section 4(2) of the Securities Act and Rule 506 of Regulation D. In addition, the Stock Agreement allows for an additional investment of $1.0 million within 12 months from the effective date provided certain financial terms are met.

As part of the Transaction, we also entered into an Amendment to our Master Services Agreement dated June 1, 2005 providing for, among other things, an extension to the duration of the Master Services Agreement and discount on pricing for services provided under the Master Services Agreement.

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 AM Medica Communications Group (“AMG”), a provider of highly professional pharmaceutical education and meeting management services.

On December 5, 2006, the Board of Directors approved a plan to terminate our medical education and meeting management services as of December 31, 2006, so that we could focus our attention to the rapidly growing business process outsourcing industry.

Revenues and operating losses for AMG for the period ended March 31, 2007 were:

	2007
AMG:
Revenues	$	—
Operating loss		(49,509	)
Net loss per share	$	(0.00	)

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10. INCOME TAXES

The effective tax rate used by us for the three month periods ended March 31, 2008 and 2007 differs from the federal statutory rate primarily due to the valuation allowance recorded in connection with the our deferred tax assets.

11. SEGMENTS

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

	For the Three Months Ended March 31,
	2008			2007
Revenues
United States	$	4,122,032		$	6,560,810
Philippines		2,643,571			2,186,878
Total		6,765,603			8,747,688
Operating (loss) income
United States		(333,601	)		(60,740	)
Philippines		(616,522	)		337,913
Total		(950,123	)		277,173
Depreciation expense
United States		120,389			128,706
Philippines		278,190			158,778
Total		398,579			287,484

12. SUBSEQUENT EVENTS

On April 25, 2008, we discussed with M&T Bank the need to further amend the financial covenants set forth in the Agreement. The need to adjust the financial covenants is related to a delay in our turnaround plan, coupled with a rate adjustment to one of our significant clients. On May 20, 2008, M&T Bank agreed to amend the Agreement, which amended among other things, our monthly cash flow and fixed charge covenants. The amended Agreement bears interest at the prime rate of interest plus 1.50%, and grants M&T Bank a secured interest in our Investments held at M&T Investments (see Note 5). M&T Bank will provide us additional availability under our borrowing base calculation of 75% of the value of our Investments.

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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 2008 and in future years to differ materially from those expressed in any forward-looking statement made in this Quarterly Report on Form 10-Q:

• We have incurred significant losses over the last two years and may never achieve or sustain profitability.

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

• Risks associated with our Debt Agreement, including rising interest rates;

• 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;

• Reliance on technology;

• Reliance on key personnel and recent changes in management;

• Reliance on our labor force;

• 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;

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

• Trading in our stock may be restricted by the SEC’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our common shares.

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

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 as filed with the Securities and Exchange Commission, 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

9

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.

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OVERVIEW

Access Worldwide Communications, Inc. (“Access Worldwide,” “Access,” “we,” “our,” “us” or the “Company” refers to Access Worldwide and/or, as the context requires, one or more of our subsidiaries) was incorporated in the State of Delaware on August 11, 1983 and has been a provider of outsourced sales and marketing services since its inception. Over the past couple of years Access has sold various non-core businesses to focus on the rapidly growing business process outsourcing (“BPO”) market. Access is a provider of customer management services in the Telecommunications, Financial Services, Retail/Catalog and Media industries. Access currently has about 1,000 employees worldwide with communication centers in the U.S. and the Philippines.

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.

	United States								International
	2008			2007			Change		2008			2007		Change
	(in thousands)
Statements of Operations Data:
Revenues	$	4,122		$	6,561		(2,389	)	$	2,644		$	2,187	457
Cost of services		3,308			5,264		(1,956	)		2,338			1,260	1,078
Selling, general and administrative expenses		1,027			1,228		(201	)		644			431	213
Depreciation expense		120			129		(9	)		278			158	120
Operating (loss) income	$	(333	)	$	(60	)	(223	)	$	(616	)	$	338	(954	)

Revenues

Our revenues for the quarter ended March 31, 2008 decreased $1.9 million, or 21.8%, to $6.8 million, compared to $8.7 million for the quarter ended March 31, 2007. Revenues for the U.S. Segment decreased $2.5 million, or 37.9%, to $4.1 million for the quarter ended March 31, 2008, compared to $6.6 million for the quarter ended March 31, 2007. The decrease was primarily attributed to the loss and resignation of a certain program in the fourth quarter of 2007, which has not been fully replaced by either a new program or additional revenues from existing clients. Revenues for the International Segment increased $0.4 million, or 18.2%, to $2.6 million for the quarter ended March 31, 2008, compared to $2.2 million for the quarter ended March 31, 2007. The increase in revenues was primarily attributed to a 33.2% increase in production hours offset by a decrease in average billing rate due to changes in our program mix and pricing.

Cost of Services

Our cost of services decreased $0.9 million, or 13.8%, to $5.6 million for the quarter ended March 31, 2008, compared to $6.5 million for the quarter ended March 31, 2007. Cost of services as a percentage of revenues increased to 82.4% for the quarter ended March 31, 2008, compared to 74.7% for the quarter ended March 31, 2007. Cost of revenues as a percentage of revenues for the U.S. Segment decreased to 78.6% for the quarter ended March 31, 2008, compared to 80.3% for the quarter ended March 31, 2007. The improvement and decrease was primarily attributed to incentives earned for exceeding our targets. Cost of services as a percentage of revenues for the International Segment increased to 88.5% for the quarter ended March 31, 2008, compared to 59.1% for the quarter ended March 31, 2007. The increase was primarily the result of an increase in personnel cost to produce the increased production hours coupled with a 15% devaluation in the U.S. dollar quarter over quarter.

Selling, General and Administrative

Our selling, general and administrative expenses remained at $1.7 million for the quarters ended March 31, 2008 and 2007. Selling, general and administrative expenses as a percentage of revenues increased to 25.0% for the quarter ended March 31, 2008, compared to 19.5% for the quarter ended March 31, 2007. Selling, general and administrative expenses as a percentage of revenues for the U.S. Segment increased to 23.8% for the quarter ended March 31, 2008, compared to 18.2% for the quarter ended March 31, 2007. The increase was primarily attributed to the decrease in revenues. Selling, general and administrative expenses as a percentage of revenues for the International Segment increased to 23.1% for the quarter ended March 31, 2008, compared to 18.2% for the quarter ended March 31, 2007. The increase was primarily attributed to an increase in facilities and support costs to run two communication centers which are not at capacity.

Depreciation Expense

Our depreciation expense increased by $0.1 million or 33.3%, to $0.4 million for the quarter ended March 31, 2008, compared to $0.3 million for the quarter ended March 31, 2007. Depreciation expense for the United States Segment remained at $0.1 million for the quarter ended March 31, 2008, compared to the quarter ended March 31, 2007. Depreciation expense for the International Segment increased $0.1 million or 50%, to $0.3 million for the quarter ended March 31, 2008, compared to $0.2 million for the quarter ended March 31, 2007. The increase was primarily attributed to depreciation expense relating to assets acquired in the build-out of our second communication center in the Philippines in the first quarter of 2007.

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LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes our cash flow by category for the three months ended March 31, (in thousands):

	2008			2007			Change			% Change
Net cash (used in) provided by operating activities	$	(1,090	)	$	1,826		$	(2,916	)	(159.7	)%
Net cash (used) in investing activities	$	(2,860	)	$	(671	)	$	2,189		(326.2	)%
Net cash provided by (used in) financing activities	$	3,599		$	(124	)	$	3,723		3002.4	%

Our primary cash requirements include the funding of the following:

• operating expenses

• capital expenditures for new and ongoing communication centers

• interest payments and the repayment of principal on our debt

• tax payments

Our primary source of liquidity has been advances on our Revolver, cash and cash equivalents including short term investments. At March 31, 2008 and December 31, 2007, we had cash and cash equivalents of $0.4 million and $0.8 million, respectively, and working capital of $1.1 million and $1.5 million, respectively.

Net cash used in operating activities during the first quarter of 2008 was $1.1 million, compared to net cash provided by operating activities during the first quarter of 2007 of $1.8 million. The net cash used in the first quarter of 2008 was attributed to an increase in accounts receivable and other assets and a decrease in accounts payable. The average days sales outstanding for the quarter ended March 2008 was 71 days compared to 62 days for the quarter ended December 31, 2007.

Net cash used in investing activities during the first quarter of 2008 was approximately $2.9 million, compared to $0.7 million during the first quarter of 2007. The increase was primarily attributed to a $2.8 million investment in Variable Rate Preferred offset by the 2007 build-out cost of our second communication center in the Philippines and the establishment of a co-location site for our IT equipment in Auburn, Maryland.

Net cash provided by financing activities was $3.6 million for the first quarter of 2008, compared to net cash used in financing activities of $0.1 million for the first quarter of 2007. The increase was primarily attributed to the sale and issuance of $3.0 million in common stock to a significant customer, who is also an accredited investor, and payments made under our Revolver, offset by capital lease payments. The cash received from the equity investment will be used to fund operations and future expansion.

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 March 31, 2008:

Contractual Cash Obligations

	Total		1 year		2-4 years
Long-term debt	$	2,980,000	$	2,980,000	$	—
Capital lease obligations		492,000		284,000		208,000
Operating leases		5,555,000		2,475,000		3,080,000
Total contractual obligations	$	9,027,000	$	5,739,000	$	3,288,000

We have no off-balance sheet arrangements. The debt and lease obligations in the table above do not include accrued interest. The above operating lease payments will be offset by $0.05 million in sublease rental income through May 2008.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rate, in particularly, the Philippines peso. For the three months ended March 31, 2008 and 2007, approximately 27.8% and 13%, respectively, of our expenses were generated in the Philippines. The U.S. dollar has devaluated approximately 14.7% for the quarter ended March 31,

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2008 compared to the quarter ended March 31, 2007. 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 International Segment by approximately $0.2 million, where 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 months ended March 31, 2008 when compared to the three months ended March 31, 2007, 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 $1.7 million at March 31, 2008. These amounts were primarily invested in money market funds and certificate of deposits. 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, however, from time to time we invest in high yielding short-term investments such as Variable Rate Preferred. Variable Rate Preferred investments are bought and sold in the market place through a bidding process, which are currently failing. Should this bidding process continue to fail for a extended period of time, our principal could become at risk. 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

Disclosure Controls and Procedures

We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(c) and 15d-15(e)) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the period covered by this Quarterly Report in accumulating and communicating to our management, including our Chief Executive Officer and Chief Financial Officer, material information required to be included in the reports we file or submit under the Securities Exchange Act of 1934 as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

Based on an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, there has been no change in our internal control over financial reporting during our last fiscal quarter, identified in connection with that evaluation, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

We are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have begun an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2007 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (GAAP).

As of March 31, 2008, we have not concluded our evaluation of the effectiveness of our internal control over financial reporting based on the COSO framework.

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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 the our Form 10-K for the year ended December 31, 2007.

ITEM 2. Unregistered Sale of Equity Securities and Use of Proceeds

See the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2008 regarding the Company’s sale of shares of its common stock during the first quarter.

ITEM 6. Exhibits

Exhibits No.	Description
10.6	Second Amendment to Loan and Security Agreement dated May 20, 2008, by and between Access Worldwide Communications, Inc. (the “Borrower”) and Manufacturers and Traders Trust Company (the “Lender”).
10.7	Control Agreement dated May 20, 2008, by and among Manufacturers and Traders Trust Company (the “Lender”), Access Worldwide Communications, Inc. (the “Borrower”) and M&T Securities (the “Broker”).
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: May 20, 2008	By:	/s/ SHAWKAT RASLAN
		Shawkat Raslan, Chairman of the Board,
		President and Chief Executive Officer (principal executive officer)
Date: May 20, 2008	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
10.6	Second Amendment to Loan and Security Agreement dated May 20, 2008, by and between Access Worldwide Communications, Inc. (the “Borrower”) and Manufacturers and Traders Trust Company (the “Lender”).
10.7	Control Agreement dated May 20, 2008, by and among Manufacturers and Traders Trust Company (the “Lender”), Access Worldwide Communications, Inc. (the “Borrower”) and M&T Securities (the “Broker”).
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-10.6

Exhibit 10.6

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made effective as of May     , 2008 by and between ACCESS WORLDWIDE COMMUNICATIONS, INC. (“Borrower”) and MANUFACTURERS AND TRADERS TRUST COMPANY (the “Lender”).

BACKGROUND

A. Borrower and Lender previously entered into a certain Loan and Security Agreement dated August 8, 2007 as amended by that certain First Amendment to Loan and Security Agreement dated November 15, 2007 (as amended, supplemented or restated from time to time, the “Loan Agreement”).

B. Borrower and Lender are entering into this Amendment to amend certain terms and conditions in the Loan Agreement.

C. Capitalized terms not otherwise defined in this Amendment shall have the meanings set forth therefor in the Loan Agreement.

NOW THEREFORE in consideration of the foregoing premises and intending to be legally bound, the parties hereto agree as follows:

1. Defined Terms. The following defined term in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety as follows:

“Applicable Margin is equal to the percent per annum in excess of the Prime Rate as set forth in the following pricing matrix:

Level	Total Liabilities to Net Worth Ratio	Prime Rate +
Level I	<3.00	1.00	%
Level II	³3.00<3.50	1.25	%
Level III	³3.50	1.50	%

From August 8, 2007 through November 15, 2007, the Applicable Margin for Advances under the Revolving Credit Facility shall be the Applicable Margin set forth for Level II in the above-described pricing matrix. From November 15, 2007 until Lender’s receipt of Borrower’s audited consolidated and consolidating financial statements for Borrower’s fiscal year ending December 31, 2008 (“Applicable Margin Initial Reset Date”) the Applicable Margin for Advances under the Revolving Credit Facility shall be the Applicable Margin set forth for Level III in the above-described pricing matrix. Thereafter, the Applicable Margin shall be based upon the ratio of Total Liabilities to Net Worth of Borrower and its Subsidiaries adjusted on a quarterly

basis as reflected on the consolidated financial statements of Borrower and its Subsidiaries delivered to Lender pursuant to Section 15.3 and on the Borrower’s 10-Q Report delivered to Lender pursuant to Section 15.6 and the compliance certificates delivered to Lender pursuant to Section 15.10 for each fiscal quarter ending after the Applicable Margin Initial Reset Date, provided, however, if the consolidated financial statements or compliance certificates are not delivered at the time specified in Sections 15.3 and 15.10 below, then the Applicable Margin for the Loan shall be the highest Applicable Margin set forth above for the Loan during any period that Borrower is delinquent in the delivery of such consolidated financial statements and compliance certificates or, at the option of Lender, the Default Rate. The adjustment in the Applicable Margin, if any, shall be effective five (5) Business Days after the later of receipt by Lender of the consolidated financial statements of Borrower and its Subsidiaries delivered to Lender pursuant to Section 15.3 or the compliance certificates delivered to Lender pursuant to Section 15.10 below. There shall be no reduction in the Applicable Margin if a Default or an Event of Default has occurred and is continuing uncured and the Minimum Net Availability is less than $1,500,000.

Pledged Account means collectively those certain certificated and uncertificated certificates of deposit or money market accounts of Borrower held by or with Bank and any and all renewals, replacements and substitutions of such certificates of deposit and money market accounts.”

2. New Defined Terms. Section 1.1 of the Loan Agreement is hereby amended to add the following new defined terms:

“Investment Account means that certain investment account number AZD-590628 with M&T Securities and any and all replacement or substitution investment accounts.

Investment Account Control Agreement means that certain control agreement dated May     , 2008 by and among Borrower, Lender and M&T Securities, pursuant to which Lender’s security interest in the Investment Account is confirmed and Lender is granted control over such Investment Account.”

3. Borrowing Base. Section 2.3 of the Loan Agreement is hereby amended and restated in its entirety as follows:

“2.3. Borrowing Base. The “Borrowing Base” as of the applicable date of determination shall be determined based upon the following advance rates and calculations:

(a) An advance rate of up to 85% of the Value of Borrower’s Eligible Accounts; plus

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(b) An advance rate of up to 100% of the cash held in the Pledged Account with Lender; plus

(c) An advance rate of up to 100% of the cash held in the Investment Account with M&T Securities that is subject to the Investment Account Control Agreement; plus

(d) An advance rate of up to 75% of the eligible securities, including eligible Investment Property and eligible Financial Assets held in the Investment Account with M&T Securities that is subject to the Investment Account Control Agreement; minus

(e) All Reserves.

Percentages used from time to time in calculating the Borrowing Base are for the sole purpose of determining the maximum amount of Advances under the Revolving Credit Facility that may be outstanding from time to time under this Agreement and shall not be evidentiary of or binding upon Lender with respect to the market value or liquidation value of any Collateral. In the event that Lender has any questions regarding Borrower’s calculation of the Borrowing Base, funding of Advances under the Revolving Credit Facility shall be subject to a resolution of such questions to Lender’s satisfaction. Any request for an Advance under the Revolving Credit Facility which, if funded, would result in the unpaid balance of an Advance under the Revolving Credit Facility being in excess of the amount allowed by this Agreement may be declined by Lender in its sole discretion without prior notice.”

4. Borrower Sublimits. Section 2.4(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:

“(b) Borrower Sublimits. Borrower shall only be entitled to receive Advances under the Revolving Credit Facility based upon Availability determined by Borrower’s Eligible Accounts, the value of the cash in the Pledged Account and the value of the cash in the Investment Account.”

5. Pledged Account and Investment Account Withdrawals. Section 2.7 of the Loan Agreement is hereby amended and restated in its entirety as follows:

“2.7 Pledged Account and Investment Account Withdrawals. Borrower may, from time to time, withdraw cash from the Pledged Account and/or the Investment Account, provided that:

(a) No Default or Event of Default has occurred or will occur as a result of such withdrawal;

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(b) Borrower shall provide Lender with two (2) Business Days written notice of its intent to withdraw such cash together with projections setting forth Borrower’s anticipated use of such cash, satisfactory to Lender;

(c) Borrower shall deliver to Lender a Borrowing Base Certificate reflecting the aggregate amount of cash being withdrawn from such Pledged Account and/or such Investment Account;

(d) To the extent such withdrawal causes the Revolving Credit Facility Usage to exceed the Borrowing Base, Borrower shall pay to Lender in immediately available funds the amount by which the Revolving Credit Facility Usage exceeds the Borrowing Base;

(e) Lender shall have no obligation to make an Advance or release cash from the Pledged Account if such Advance or release would cause the Borrowing Base to exceed the Revolving Credit Facility Usage; and

(f) After such withdrawal, Borrower’s Minimum Net Availability is at least $2,000,000.”

6. Collateral Management Fee. Section 7.9 of the Loan Agreement is hereby amended and restated in its entirety as follows:

“7.9 Collateral Management Fee. Borrower agrees to pay to Lender a monthly collateral management fee in the amount of $3,000, payable on the date hereof and on the first day of each calendar month thereafter, in advance, which fee shall be fully earned by Lender on the date that Lender makes the initial Advance and on the first day of each month thereafter.”

7. Security Interest. Pursuant to Section 9.1 of the Loan Agreement, Borrower previously granted to Lender a first priority, perfected security interest in all Personal Property of Borrower, including without limitation all of Borrower’s present and future Financial Assets and Investment Property. Borrower hereby acknowledges and agrees that the Investment Account constitutes a Financial Asset and/or Investment Property of Borrower. Borrower further hereby acknowledges and agrees that the Investment Account together with all Financial Assets or Investment Property credited to the Investment Account and all additions, substitutions, replacements, proceeds, income, dividends and distributions thereon are subject to the first priority, perfected security interest previously granted by Borrower in favor of Lender.

8. Fixed Charge Coverage Ratio. Lender agrees to waive defaults existing for the fiscal quarter ending March 31, 2008, with respect to the Fixed Charge Coverage Ratio covenant set forth in Section 14.1 of the Loan Agreement prior to its amendment pursuant hereto. Effective as of the date hereof, and at all times hereafter, Section 14.1 of the Loan Agreement shall be amended and restated to read in its entirety as follows:

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“14.1 Fixed Charge Coverage Ratio. Borrower and its Subsidiaries shall maintain a Fixed Charge Coverage Ratio of not less than the ratios set forth below for the corresponding periods set forth below:

Period	Covenant
April 1, 2008 – September 30, 2008	1.00 to 1.00
April 1, 2008 – October 31, 2008	1.00 to 1.00
April 1, 2008 – November 30, 2008	1.00 to 1.00
April 1, 2008 – December 31, 2008	1.20 to 1.00
April 1, 2008 – January 31, 2009	1.20 to 1.00
April 1, 2008 – February 28, 2009	1.20 to 1.00
April 1, 2008 – March 31, 2009	1.20 to 1.00
Four quarters ending each fiscal quarter thereafter	1.20 to 1.00

Such Fixed Charge Coverage Ratio Covenant, shall be measured monthly, beginning with the fiscal months ending September 30, 2008 through March 31, 2009. After the fiscal months ending March 31, 2009, such Fixed Charge Coverage Ratio shall be measured quarterly, on a rolling four (4) quarter basis for the twelve (12) month period ending as of each applicable fiscal quarter.”

9. Cash Flow. Lender agrees to waive defaults existing for the calendar months ending February 29, 2008 and March 31, 2008 with respect to the Cash Flow covenant set forth in Section 14.2 of the Loan Agreement prior to its amendment pursuant hereto. Effective as of the date hereof, and at all times hereafter, Section 14.2 of the Loan Agreement shall be amended and restated to read in its entirety as follows:

“14.2 Cash Flow. Borrower shall not permit the Cash Flow loss for Borrower and its Subsidiaries to be greater than the loss amounts set forth below for the corresponding periods as set forth below:

Period	Covenant
April 1, 2008 – April 30, 2008	($	275,000	)
April 1, 2008 – May 31, 2008	($	316,000	)
April 1, 2008 – June 30, 2008	($	279,000	)
April 1, 2008 – July 31, 2008	($	201,000	)
April 1, 2008 – August 31, 2008	($	105,000	)

Cash Flow will be measured monthly beginning with the calendar month ending April 30, 2008, and on a cumulative basis for each calendar month end thereafter.”

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10. Waiver and Amendment Fee. In consideration of the waivers described in Sections 3 and 4 hereof and the amendments set forth herein, Borrower agrees to pay to Lender the sum of Fifteen Thousand Dollars ($15,000), which shall be payable in immediately available funds on the date hereof. Lender is irrevocably authorized to advance the sums necessary to pay such waiver fee to itself from the proceeds of an Advance under the Revolving Credit Facility or to debit Borrower’s Operating Account in an amount necessary to pay such waiver fee to itself.

11. Covenants and Representations and Warranties. Borrower hereby:

11.1 ratifies, confirms and agrees that the Loan Agreement, as amended by this Amendment, and all other Loan Documents are valid, binding and in full force and effect as of the date of this Amendment, and enforceable in accordance with their terms.

11.2 agrees that it has no defense, set-off, counterclaim or challenge against the payment of any sums owed or owing under the Loan Documents or the enforcement of any of the terms of the Loan Documents.

11.3 ratifies, confirms and continues all liens, security interests, pledges, rights and remedies granted to Lender in the Loan Documents and agrees that such liens, security interests and pledges shall secure all of the Obligations under the Loan Documents as amended by this Amendment.

11.4 represents and warrants that all representations and warranties in the Loan Documents are true and complete as of the date of this Amendment.

11.5 agrees that its failure to comply with or perform any of its covenants or agreements in this Amendment will constitute an Event of Default under the Loan Documents.

11.6 represents and warrants that no condition or event exists after taking into account the terms of this Amendment which would constitute an Event of Default (or will, upon the giving of notice or the passage of time, or both constitute an Event of Default).

11.7 represents and warrants that the execution and delivery of this Amendment by Borrower and all documents and agreements to be executed and delivered pursuant to this Amendment:

(a) have been duly authorized by all requisite corporate action of Borrower;

(b) will not conflict with or result in a breach of, or constitute a default (or with the passage of time or the giving of notice or both, will constitute a default) under, any of the terms, conditions, or provisions of any applicable statute, law,

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rule, regulation or ordinance or Borrower’s Articles of Incorporation or By-laws, or any indenture, mortgage, loan or credit agreement or instrument to which Borrower is a party or by which it may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and

(c) will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Borrower under the terms or provisions of any such agreement or instrument, except liens in favor of Lender.

12. Conditions. The obligation of Lender to enter into this Amendment is subject to the fulfillment, to the satisfaction of Lender, of each of the following conditions, and all agreements, documents and other items must be in form, content and in all other respects satisfactory to Lender in its sole discretion. Lender is not waiving a breach of any warranty or representation made by Borrower hereunder or under any agreement, document, or instrument delivered to Lender or otherwise referred to herein, and any claims and rights of the Lender resulting from any breach or misrepresentation by Borrower are specifically reserved by the Lender.

12.1 Executed Documents. Borrower and all other required persons and entities will have executed and delivered to Lender this Amendment, the Investment Account Control Agreement and such other documents as the Lender may reasonably require.

12.2 Representations and Warranties. All representations and warranties of Borrower set forth in the Loan Documents shall be true at and as of the date hereof.

12.3 No Default. No condition or event shall exist or have occurred which would constitute a default or an Event of Default hereunder.

12.4 Other. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed or recorded.

13. Additional Documents; Further Assurances. Borrower covenants and agrees to execute and deliver to Lender, or to cause to be executed and delivered to Lender contemporaneously herewith, at the sole cost and expense of Borrower, any and all other documents, agreements, statements, resolutions, certificates, consents and information as Lender may require in connection with the matters or actions described herein. Borrower further covenants and agrees to execute and deliver to Lender, or to cause to be executed and delivered, at the sole cost and expense of Borrower, from time to time, any and all other documents, agreements, statements, certificates and information as Lender shall request to evidence or effect the terms hereof or to enforce or protect Lender’s rights. All of such documents, agreements, statements, certificates and information shall be in form and content acceptable to Lender in its sole discretion.

14. Certain Fees, Costs, Expenses and Expenditures. Borrower agrees to pay all of Lender’s costs and expenses in connection with the review, preparation, negotiation, documentation and closing of this Amendment and the consummation of the transactions contemplated hereunder, including without limitation, costs, fees and expenses of counsel retained by Lender and all fees related to filings, recording of documents and searches, whether or not the transactions contemplated hereunder are consummated. Nothing contained herein shall limit in any manner whatsoever Lender’s right to reimbursement under any of the Loan Documents.

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15. No Novation. Nothing contained herein and no actions taken pursuant to the terms hereof are intended to constitute a novation of the Loan Agreement or any of the Loan Documents and shall not constitute a release, termination or waiver of any of the liens, security interests, rights or remedies granted to Lender in the Loan Documents.

16. No Waiver. Except as otherwise provided herein, nothing herein contained and no actions taken by Lender in connection herewith shall constitute nor shall they be deemed to be a waiver, release or amendment of or to any rights, remedies, or privileges afforded to Lender under the Loan Documents. Nothing herein shall constitute a waiver by Lender of Borrower’s compliance with the terms of the Loan Documents, nor shall anything contained herein constitute an agreement by Lender to enter into any further amendments with Borrower.

17. Inconsistencies. To the extent of any inconsistency between the terms and conditions of this Amendment and the terms and conditions of the other Loan Documents, the terms and conditions of this Amendment shall prevail. All terms and conditions of the Loan Documents not inconsistent herewith shall remain in full force and effect and are hereby ratified and confirmed by Borrower.

18. Binding Effect. This Amendment and all rights and powers granted hereby shall bind and inure to the benefit of the parties hereto and their respective successors and assigns and shall bind all Persons who become bound as a borrower or guarantor under the Loan Agreement.

19. No Third Party Beneficiaries. The rights and benefits of this Amendment and the Loan Documents shall not inure to the benefit of any third party.

20. Time of the Essence. Time is of the essence in the Borrower’s performance of its obligations hereunder.

21. Headings. The headings of the Sections of this Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Amendment.

22. Invalid Provisions. If any provision of this Amendment is held to be illegal, invalid or unenforceable under present or future laws effective during the term thereof, such provision shall be fully severable, this Amendment shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof or thereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance therefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as a part of this Amendment a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

23. Modifications. Any modification or amendment of this Amendment shall be in writing signed by the parties hereto.

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24. Governing Law; Jurisdiction. This Amendment has been delivered to and accepted by Lender and shall be deemed to be made in the State of New York. This Amendment shall be interpreted in accordance with the laws of the State of New York excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK IN A COUNTY OR JUDICIAL DISTRICT WHERE LENDER MAINTAINS A BRANCH, AND CONSENTS THAT LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER’S ADDRESS SET FORTH IN THE LOAN AGREEMENT FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS AMENDMENT SHALL PREVENT LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTRY, STATE OR FOREIGN OR DOMESTIC JURISDICTION. Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Amendment.

25. WAIVER OF JURY TRIAL. BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY THAT BORROWER AND LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS AMENDMENT OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER SHALL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT LENDER HAS BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

26. Counterparts; Facsimile Signatures. This Amendment and any notice or communication under the Loan Documents may be executed in one or more counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument. Delivery of a photocopy or telecopy of an executed counterpart of a signature page to this Amendment shall be effective as delivery of a manually executed counterpart of this Amendment.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

BORROWER:

ACCESS WORLDWIDE COMMUNICATIONS, INC.

By: 

Name/Title: 

LENDER:

MANUFACTURERS AND TRADERS TRUST COMPANY

By: 

Name/Title: 

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CONSENT OF GUARANTOR

The undersigned, intending to be legally bound hereby acknowledges and agrees (i) to the terms of the foregoing Amendment, (ii) that the foregoing Amendment shall not in any way adversely affect or impair the obligations of the undersigned to Lender under that certain Surety Agreement dated August 8, 2007, from the undersigned to Lender (the “Surety Agreement”) or under any other documents executed in connection therewith or collateral thereto, and (iii) that such Surety Agreement and all other documents are hereby ratified, confirmed and continued as of this          day of May, 2008.

AWWC NEW JERSEY HOLDINGS, INC.

By: 

Name/Title: 

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EX-10.7

Exhibit 10.7

CONTROL AGREEMENT

THIS CONTROL AGREEMENT (the “Agreement”) is made as of the              day of May, 2008, by and among MANUFACTURERS AND TRADERS TRUST COMPANY (“Lender”), ACCESS WORLDWIDE COMMUNICATIONS, INC. (“Borrower”), and M&T SECURITIES (“Broker”).

BACKGROUND

A. Broker has established and is maintaining a securities, custodial, trust, trading or similar account, Account No. AZD-590628 in the name of Borrower (as such account may be renumbered or retitled, the “Account”).

B. Borrower and the Lender have entered into a certain Loan and Security Agreement dated August 8, 2007, as amended (the “Loan Agreement”) pursuant to which Borrower extended to Lender a certain $8,000,000 revolving credit facility. Borrower’s obligations under the Loan Agreement are secured by a pledge of Borrower’s grant of a security interest in and to certain financial assets and investment property, including without limitation, the Account, all financial assets or investment property credited to the Account and all additions, substitutions, replacements, proceeds, income, dividends and distributions thereon (collectively, the “Collateral”).

C. The parties hereto are entering into this Agreement to perfect the security interest of the Lender in the Collateral, and to provide for the control of the Collateral.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

AGREEMENT

1. Notice of Security Interest. Broker hereby acknowledges that this Agreement constitutes written notification to the Broker, pursuant to Articles 8 and 9 of the Uniform Commercial Code (as adopted and enacted and in effect from time to time in the States of New York and Delaware, the “UCC”) and applicable federal regulations for the Federal Reserve Book Entry System, of the Lender’s security interest in the Collateral. Broker, Borrower and Lender are also entering into this Agreement to provide for the Lender’s control of the Collateral and to perfect, and confirm the priority of, the Lender’s security interest in the Collateral.

2. Representations and Warranties. Broker hereby represents and warrants to and covenants with Lender as follows:

2.1 Broker maintains the Collateral, including without limitation the Account, for Borrower and the Collateral is, and will remain, in the Broker’s possession.

2.2 All property credited or deposited to the Account, and all other rights of Borrower against Broker arising out of the Account, including any free credit balances, will be treated as “financial assets” under Article 8 of the UCC.

2.3 No third party has a right to give an entitlement order regarding financial assets in the Account. Broker will not agree with any third party that Broker will comply with entitlement orders originated by the third party.

2.4 Broker (i) recognizes the security interest granted under the Loan Agreement by Borrower to Lender in the Collateral, and (iii) has marked its books and records to reflect the security interest of the Lender in the Collateral.

2.5 Broker will not advance any margin or other credit to the Borrower in the Account, either directly or by allowing the Borrower to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities now or during the term of this Agreement contained in the Account.

2.6 Broker has not previously taken, or granted, a security interest in any of the Collateral, and Broker has not been notified of any other security interest in or encumbrance on any of the Collateral.

2.7 Broker hereby waives and releases all liens, claims, encumbrances and rights of setoff it may have against any of the Collateral, and agrees that, except for the payment of its normal and customary fees and commissions, it will not assert any such lien, claim, encumbrance or right of setoff against any of the Collateral.

3. Control. Broker will comply with entitlement orders or any other directions or instructions of any kind, respecting the Collateral originated by the Lender, without requiring further consent by the Borrower. Until the Lender notifies the Broker that (i) an Event of Default (as defined in the Loan Agreement) has occurred and is continuing, and (ii) the Lender is exercising exclusive control over the Collateral, including without limitation the Account, (a “Notice of Exclusive Control”), and except as otherwise provided in Section 8 hereof, Broker may comply with instructions originated by the Borrower to purchase and sell securities included in the Collateral, and with respect to entitlement orders with respect to the Account, and shall make trades of financial assets or other Collateral held in the Account pursuant to such instructions. Upon Broker’s receipt of a Notice of Exclusive Control, Broker will immediately cease complying with orders or instructions originated by the Borrower concerning the Account or the Collateral.

4. No Withdrawals. Notwithstanding the provisions of Section 3 above, Broker shall not accept nor shall it comply with any entitlement order originated by Borrower regarding the withdrawal of any financial asset or other Collateral from the Account, nor shall it deliver any such Collateral to Borrower without the express prior written consent of the Lender.

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5. Additional Undertakings of Broker. Broker hereby agrees with the Lender and the Borrower that until otherwise notified by the Lender in writing, Broker: (a) will mail any statements regarding the Collateral to the Lender at the same time such are mailed to Borrower, to the address for the Lender provided in Section 16 hereof or as otherwise provided by Lender in writing, (b) will act as agent and bailee for the Lender, under Lender’s sole direction, for the purposes stated herein (c) will not take any action which would adversely affect Lender’s interest in the Collateral, including without limitation making loans to the Borrower, taking (other than for the sole purpose of securing repayment of expenses incurred by Broker in connection with the Account), or granting, a security interest in any of the Collateral or setting off against any of it, without prior written consent from the Lender, and (d) will not acknowledge or otherwise accept instructions to exert any control over to identify, by book entry or other means, any assignment or grant of a security interest in any of the Collateral to any person or entity other than the Lender, and shall promptly notify Lender if any person or entity asserts a lien, encumbrance or adverse claim against any of the Collateral.

6. Subordination of Broker’s Security Interest. Broker subordinates in favor of Lender any security interest, lien or right of setoff Broker may have, now or in the future, against the Collateral, including without limitation, the Account or financial assets in the Account, except that Broker will retain its prior lien on financial assets in the Account to secure payment for financial assets purchased for the Account and normal commissions and fees for the Account.

7. Brokers Expenses. All expenses incurred by Broker, in the ordinary course of its administration of the Account will be Borrower’s sole responsibility but may be repaid from the Account until such time as the Lender provides a Notice of Exclusive Control to the Broker and after such Notice, Broker’s expenses will not be repaid from the Account until all of the Borrower’s obligations to the Lender have been indefeasibly repaid in full.

8. Responsibility of Broker. Except for permitting a withdrawal or payment in violation of Sections 3 or 4 above or advancing margin or other credit to Borrower in violation of Section 5 above, Broker shall have no responsibility or liability to Lender for making trades of financial assets held in the Account at the instruction of Borrower, or its authorized representatives, or complying with entitlement orders concerning the Account originated by the Lender. Broker shall have no duty to investigate or make any determination as to whether an Event of Default exists and shall comply with a Notice of Exclusive Control even if it believes that an Event of Default does not exist. Neither this Agreement nor the Loan Agreement imposes or creates any obligation or duty of Broker other than those expressly set forth herein.

9. Tax Reporting. All items of income, gain, expense and loss recognized in the Account shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of Borrower.

10. Termination. The rights and powers granted herein to Lender have been granted in order to perfect its security interest in the Collateral, are powers coupled with an interest and will neither be affected by the death or bankruptcy of Borrower nor by the lapse of time. The obligations of Broker under Sections 3, 4, 5 and 6 above shall continue in effect until the security interest of the

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Lender in the Collateral has been terminated pursuant to the terms of the Loan Agreement and Lender has notified Broker of such termination in writing. Upon receipt of such notice, the obligations and maintenance of the Collateral after the receipt of such notice shall terminate, Lender may take such steps as Borrower may request to vest full ownership and control of the Collateral in transferring all of the financial assets and credit balances in the Account to another securities account in the name of Borrower or his designee.

11. Integration. This Agreement, the schedules and exhibits hereto and the agreements and instruments required to be executed and delivered hereunder set forth the entire agreement of the parties with respect to the subject matter hereof and supersede and discharge all prior agreements (written or oral) and negotiations and all contemporaneous oral agreements concerning such subject matter and negotiations. There are no oral conditions precedent to the effectiveness of this Agreement.

12. Amendments. No amendment, modification or termination of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by the party to be charged.

13. Severability. If any term or provision set forth in this Agreement shall be invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions to persons or circumstances, other than those to which it is held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were omitted.

14. Successors. The term of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors or heirs and personal representatives.

15. Rules of Construction. In this Agreement, words in the singular number include the plural, and in the plural include the singular, words of the masculine gender include the feminine and the neuter, and when the sense so indicates words of the neuter gender may refer to any gender and the word “or” is disjunctive but not exclusive. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit or describe the scope or intent of the provisions of this Agreement.

16. Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower, Lender or Broker at the address set forth below. Such notice or demand shall be deemed sufficiently given for all purposes when delivered (a) by personal delivery and shall be deemed effective when delivered, or (b) by mail or courier and shall be deemed effective three (3) Business Days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower, Lender and Broker.

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To Borrower:

Access Worldwide Communications, Inc.

301 Yamato Road

Suite 2110

Boca Raton, FL 33431

Attention: Richard Lyew, Chief Financial Officer

With a copy to:

Access Worldwide Communications, Inc.

301 Yamato Road

Suite 2110

Boca Raton, FL 33431

Attention: Mark Wright, General Counsel

To Lender:

Manufacturers and Traders Trust Company

One M&T Plaza

Buffalo, NY 14240

Attention: Office of General Counsel

With a copy to:

M&T Lender

601 Dresher Road, 3^rd Floor

Horsham, PA 19044

Attention: William Moul, Jr., Vice President

To Broker:

M&T Securities

____________________________

____________________________

Attention:____________________

ALL “PAYMENT IN FULL” CHECKS OR OTHER MEDIA OF PAYMENT MUST BE SENT TO LENDER ONLY TO THE ABOVE ADDRESS OR SUCH OTHER ADDRESS DESIGNATED BY LENDER BY NOTICE IN ACCORDANCE WITH THIS SECTION.

17. Governing Law; Jurisdiction. This Agreement has been delivered to and accepted by Lender and shall be deemed to be made in the State of New York. This Agreement shall be interpreted in accordance with the laws of the State of New York excluding its conflict of laws rules. BORROWER AND BROKER HEREBY IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK IN A COUNTY OR JUDICIAL DISTRICT WHERE LENDER MAINTAINS A BRANCH, AND CONSENT THAT LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER’S AND BROKER’S ADDRESS SET FORTH ABOVE

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FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS AGREEMENT SHALL PREVENT LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER OR BROKER, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER OR BROKER WITHIN ANY OTHER COUNTRY, STATE OR FOREIGN OR DOMESTIC JURISDICTION. Borrower and Broker acknowledge and agree that the venue provided above is the most convenient forum for Lender, Borrower and Broker. Borrower and Broker waive any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement.

18. Counterparts; Facsimile Signatures. This Agreement and any notice or communication under this Agreement may be executed in one or more counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument. Delivery of a photocopy or telecopy of an executed counterpart of a signature page to this Agreement shall be effective as delivery of a manually executed counterpart of this Agreement.

IN WITNESS WHEREOF, intending to be legally bound hereby the parties hereto have entered into this Control Agreement on the              day of May, 2008.

BROKER:

M&T SECURITIES

By: 

Name/Title: 

[Address]: 

BORROWER:

ACCESS WORLDWIDE

COMMUNICATIONS, INC.

Name/Title: 

[Address]: 

LENDER:

MANUFACTURERS AND TRADERS TRUST COMPANY

Name/Title: 

[Address]: 

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Shawkat Raslan, certify that: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 a 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 this 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 report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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

Date: May 20, 2008	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 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 a 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 this 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 report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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

Date: May 20, 2008	By:	/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 March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shawkat Raslan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ SHAWKAT RASLAN

Shawkat Raslan

Chairman of the Board, President and Chief Executive Officer

(principal executive officer)

May 20, 2008

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Access Worldwide Communications, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2008 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)

May 20, 2008