ACCESS WORLDWIDE COMMUNICATIONS INC, 10-K, 2000-04-14

ACCESS WORLDWIDE COMMUNICATIONS INC
10-K, 2000-04-14
BUSINESS SERVICES, NEC

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO

SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 1999

[_] 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 (I.R.S. Employer Identification No.)
Incorporation or organization)

4950 Blue Lake Drive, Suite 300
Boca Raton, Florida 33431
__________________________________ _________________________________________
(Address of principal executive (Zip Code)
offices)

Registrant's telephone number, including area code (800) 437-5200
2200 Clarendon Blvd., 12th Floor
Arlington, Virginia 22201
(Former address, if changed since last year)

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

Title of Each Class. Name of Each Exchange on Which
- - ------------- Registered.
None. None.

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

Common Stock, $0.01 par value

Title of Class

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period as the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]

State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference
to the price at which the stock was sold, or the average bid and asked prices
of such stock, as of a specified date within 60 days prior to the date of the
filing.

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 14, 2000 was approximately $37,513,618.

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

The number of shares outstanding of the registrant's Common Stock, $.01 par
value, as of March 14, 2000 was 9,528,478 shares.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the documents, all or portions of which are incorporated by
reference herein, and the Part of the Form 10-K into which the document is
incorporated:

Part III incorporates information by reference from the Registrant's Proxy
Statement to be filed with respect to the 2000 Annual Meeting of Stockholders
scheduled to be held on or about May 30, 2000.

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TABLE OF CONTENTS

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Part I
Item 1. Business......................................................... 1
Item 2. Properties....................................................... 12
Item 3. Legal Proceedings................................................ 12
Item 4. Submission of Matters to a Vote of Security Holders.............. 12
Part II
Item 5. Market for Registrant's Common Equity and Related Shareholder
Matters................................................................... 13
Item 6. Selected Financial Data.......................................... 14
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations..................................................... 15
Item 7A. Quantitative and Qualitative Disclosures about Market Risk........ 20
Item 8. Financial Statements and Supplementary Data...................... 21
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosures..................................................... 44
Part III
Item 10. Directors and Executive Officers of the Registrant............... 44
Item 11. Executive Compensation........................................... 44
Item 12. Security Ownership of Certain Beneficial Owners and Management... 44
Item 13. Certain Relationships and Related Transactions................... 44
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K... 44
Signatures............................................................. 46
Index to Exhibits...................................................... 47
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PART I

Item 1. Business

General

Founded in 1983, Access Worldwide Communications, Inc. ("Access Worldwide"
or the "Company") provides sales, marketing and medical education services to
more than 100 clients in the pharmaceutical, telecommunications, financial
services and consumer products industries.

The Company offers a broad, integrated array of services and expertise. In
the medical services arena, Access Worldwide performs medical education
services, tele-detailing, sample and literature fulfillment and sales force
automation. Additionally, the Company has significant information technology
and internet solution capabilities which offer real-time, online customer
services. In the sales and marketing arena, these services include market
research, strategic planning, database management, direct marketing and
telesales.

The Company's reportable segments is discussed in Note 19 to the financial
statements included in Part II, Item 8 of this report.

Pharmaceutical Marketing Services and Expertise

The Company's broad scope of services and capabilities enable it to
influence physicians, inform pharmacists, involve patients and impact sales.
Specific services are described below:

High-Profile International Medical Education Programs: Access Worldwide
conducts approximately 100 medical education meetings each year in the United
States, Europe, Asia, Africa and Australia. The Company delivers medical
education services in the following formats; scientific symposia, interactive
workshops, university programs, fellows programs, investigator/research
meetings, roundtables, advisory board meetings, and sales training programs.

Access Worldwide can organize and oversee medical meetings management at any
stage of the process, including:

Pre-Program Planning:

.Scientific committee communication and coordination
.Continuing Medical Education (CME) accreditation
.Site selection/inspection
.Hotel, air and ground travel planning
.Advance audience generation and pre-meeting registration
.Literature searches, abstract and presentation development
.Program material development and production

On-Site Services:

.Overall logistical management
.On-site audience generation and publicity
.Audiovisual equipment and staffing
.Translation services
.Delivery and distribution of printed materials
.Distribution of honoraria and gifts
.Production of on-site publications

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Post-Program Services:

.Reconciliation of invoices
.Reimbursement of faculty expenses
.Management of CME certification
.Publication of newsletters, proceedings and highlights
.Publication of journal supplements

The Company has organized over 1,000 domestic meeting programs of all sizes.
Many of these were satellite programs, held in conjunction with leading
medical associations, including: American Academy of Allergy and Immunology,
American Academy of Family Physicians, American Academy of Nurse
Practitioners, American Academy of Physician Assistants, American Association
of Diabetes Educators, American College of Cardiology, American College of
Obstetricians and Gynecologists, American Diabetes Association, American
Geriatrics Society, American Heart Association, American Osteopathic
Association ("AOA"), American Society of Health-System Pharmacists, Endocrine
Society of America, National Kidney Foundation and the National Medical
Association.

Medical Databases: Access Worldwide has one of the nation's largest medical
databases with a licensing agreement to utilize the American Medical
Association's ("AMA") master database of 670,000 practicing physicians. In
addition, the Company has comprehensive and accurate files on the nation's
24,000 independent retail and non-warehousing chain pharmacies. Using
proprietary state licenses and Drug Enforcement Administration ("DEA") files,
the database has approximately seven million records that are used to improve
the performance of pharmaceutical sales forces. The following is a description
of various databases, description of databases and list records.

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Database Description Records
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American Medical Access Worldwide is one of 11 companies with 863,502
Association access to the American Medical Association's
(AMA) Physicians master database of all U.S. physicians.
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AMA Students Each medical student is given an 70,564
identification number, similar to a social
security number, that follows them from their
first day at medical school until the end of
their careers.
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AMA Geo File Segments physicians based on their location. 2,600
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AMA Groups A database of medical group affiliations. 25,000
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AMA Hospitals A database of hospital affiliations. 7,806
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AOA Physicians Through an agreement with the American 54,901
Osteopathic Association, Access Worldwide has
access to physician information in the
organization's database.
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DEA Practitioners Drug Enforcement Administration database of 1,099,722
active practitioners having DEA certificates
for drug dispensing.
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DEA Miscellaneous Drug Enforcement Administration database of 86,677
active business units having DEA certificates
for drug dispensing.
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DEA Pharmacies A grandfather file from the DEA Miscellaneous 56,600
database of pharmacies with a certificate to
dispense drugs.
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DEA Dentists A grandfather file from the DEA Practitioners 151,900
database of dentists with a certificate to
dispense drugs.
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DEA Alternate A database of current DEA certificates not in 2,500
Certificate the DEA monthly master file.
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License This database includes the current state 1,970,100
Practitioners license files of seven practitioner types
used to verify information from other
databases, such as the AMA. It includes
doctors that have multiple licenses in more
than one state.
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NDC Power Profiler The Power Profiler provides access to data on 850,000
450 million prescription transactions.
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Nurse Practitioners A grandfather file of nurse practitioners 105,496
provided on the License Practioners database.
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Sanctions This database is compiled from sanction 55,315
paperwork provided by the State License
Boards.
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Universal This database contains Medicare and Medicaid 774,655
Practitioners provider information.
Identification
Number (UPIN)
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Yellow Pages Physicians are listed in 55 state and 443,964
Physicians nationwide yellow and white pages. These
listings are incorporated into a database
that is updated with National Change of
Address information on a continuing basis.
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Yellow Pages Includes physicians segmented by their group 95,662
Physician Groups affiliation.
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Nation's Largest Outsourced Sample Fulfillment Center: Access Worldwide
ships millions of ethical drug and literature samples each year. In 1999,
sample units shipped increased more than 33% to 20 million units. The center
is both Prescription Drug Marketing Act and Drug Enforcement Administration
compliant. The DEA, AMA, and certain clients have recently performed audits of
the center and found zero defaults and zero unaccounted for samples.

Access Worldwide distributes drug samples and product literature to medical
personnel on behalf of pharmaceutical companies. The Company's single-loop
system validates all requests for drugs using state licenses, American Medical
Association and Drug Enforcement Administration databases. Valid shipping
manifests and labels are generated as the Company picks, packs and ships
samples to targeted medical practitioners. Follow-up letters are produced and
driven by an automatic reject system. The system processes and stores
Acknowledgements of Delivery, closing the sample fulfillment loop. Returned
products are quarantined and processed for destruction. A destruction
acknowledgement closes the returned product loop.

State-of-the-Art, High-Quality Physician and Pharmacist Programs: Access
Worldwide delivers integrated sales and marketing programs that reach
physicians, pharmacists, wholesalers, hospitals and patients. These programs
include physician and pharmacist telemarketing, vacant territory management,
and product stocking programs.

.Physician Teledetailing: Access Worldwide communicates with an average of
5,000 physicians and 15,000 pharmacists each week. The Company executes
targeted physician and pharmacist telemarketing, direct marketing, vacant
territory management, and remote physician coverage programs that influence
physician prescribing habits and increases client market share.

.Pharmacist Teledetailing: Access Worldwide plays a critical role in
detailing pharmacists on new products and new indications for existing
products. The Company's teledriven pharmacy programs reach non-warehousing
chain pharmacies, as well as regional chains, hospitals, nursing home
providers and independent retail pharmacies. The Company's comprehensive
autoship and autocheck program secures distribution to more than two times the
number of pharmacies than traditional programs.

Patient Customer Service and Support: With extensive teleservices
capabilities, Access Worldwide supports patient information services and the
delivery of resource information for patients and their families who are
enrolled in patient care and caregiver support programs. The Company has
arranged the replacement of medical devices and updated client databases with
patient product information.

Direct Mail and Direct Marketing Programs: Access Worldwide has exclusive
rights to market and distribute National Football League and Professional Golf
Association-branded single-source direct marketing publications to healthcare
and insurance audiences. The Company also offers personalized physician mail
programs, used by pharmaceutical sales forces as a follow-up to physician
sales calls. These high-volume letter programs involve detailed messages to
the physician about precise product indications.

Sales Force Productivity Systems: Access Worldwide improves the efficiency
of clients' sales forces by providing them with a variety of outsourced sales
services as well as an integrated technological infrastructure and support
systems designed to maximize field sales force productivity. The Company's
Electronic Territory Management System ("ETMS") allows geographically
dispersed pharmaceutical field sales forces to track and report their efforts.
ETMS is integrated into the Company's product sample fulfillment facility,
physician database management systems and direct mail systems. These
automation systems typically require Access Worldwide to be integrated into
the systems and sales force management structure of the client's organization.

Prescription Starter Programs: Access Worldwide develops and offers product
sample systems. These include FirstRx(TM), which provides a direct-to-patient
starter prescription fulfillment program for designated pharmaceutical
products, and ScriptBuilderSM, which delivers prescription starters through
the pharmacist.

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FirstRx is a cost effective, direct to patient system that allows patients
to receive an initial starter of prescribed prescription products at home
rather than in the physicians' office or at the pharmacy.

FirstRx improves patient compliance and increases the likelihood that
initial prescriptions are filled while meeting the growing need of
pharmaceutical companies for greater accountability and a more direct
relationship with its patients. FirstRx assures product integrity and permits
pharmaceutical companies to capture more patient data on a voluntary basis.

Under the FirstRx program, the physician completes and submits a customized
patient prescription form for a prescribed product directly to Access
Worldwide. The Company's proprietary technology is used to scan the form, and
produce necessary lists, labels and manifests to deliver the prescribed
product directly to the patient, eliminating sample waste, fulfillment and
storage problems.

ScriptBuilder is a cost-effective, coupon-based system that allows patients
to receive an initial starter of a prescribed prescription product at the
pharmacy counter rather than in the physician's office. ScriptBuilder assures
that patients will receive a free trial starter, while saving physicians the
burden of managing sample storage, distribution, and disposal. The
ScriptBuilder program increases the likelihood that follow-up prescriptions
will be filled with the specified brand while encouraging product use and
brand loyalty.

With the ScriptBuilder program, physicians attach a refill prescription to a
pre-printed coupon for a free clinical starter. The patient gives both the
coupon and refill prescription to the pharmacist. The preprinted coupon is
filled, followed by the refill prescription. Access Worldwide manages the
starter claim reimbursement electronically with the pharmacy. The pharmacy
claim form captures data from the submitting pharmacy, including patient and
physician identification, product frequency and demographic information.

Communication Programs: The Company has the capability to deliver in-
language, in-culture, direct-to-patient communications programs, as well as
patient monitoring and compliance programs.

Consumer and Business Services and Expertise

Access Worldwide delivers innovative marketing programs, systems and
technologies in the consumer and business services arena, which enable its
clients to access new markets, acquire new customers and activate customers.
Specific services include the following:

Multicultural, Multilingual Marketing Capabilities: Access Worldwide can
reach the growing multicultural markets with the Company's 800+ multilingual
customer services and telesales professionals in four customer communications
centers. The Company's multicultural and multilingual professionals execute
consumer service programs in 15 non-English languages, including Arabic,
Cantonese, French, German, Hindi, Japanese, Khmer, Korean, Mandarin,
Portuguese, Russian, Spanish, Tagalog, Urdu and Vietnamese. The Company uses
Hispanic and Asian multilingual software, translated into 15 languages, to
access 50,000 multilingual households daily. In addition, the Company has
proprietary Hispanic and Asian surname software that its clients use to
analyze their current client and prospect files.

Data Capabilities: Access Worldwide also has significant expertise in
collecting, analyzing, organizing and communicating data. The Company works
with data owned or acquired by its clients for its patient and consumer
services programs.

Call Center Capabilities: In the teleservices arena, Access Worldwide
possesses call center operations totaling 600+ seats with teleservices
expertise to execute 100,000 hours of call production per month. The Company's
leading-edge technology infrastructure includes an intranet platform that has
the built-in capacity to adapt to client programs and objectives with maximum
reliability, integration and flexibility. Access Worldwide's Rockwell Spectrum
ACD provides real-time advance management reporting capabilities and skill
base routing services that are essential to clients who want to refine their
marketing efforts and more effectively allocate resources.

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With seasoned program planning that reflects an understanding of business
and a commitment to achieving client goals, the Company differentiates itself
from its competitors with extensive products that include:

Product Sales and Marketing Programs:

.Multilingual telesales
.Cultural advantage programs
.Database management
.Direct mail programs

Customer Retention and Development Programs:

.Customer service
.Loyalty programs
.Win-back programs
.Teleservices and support
.Satisfaction dialogues

Sales Organization Productivity Programs:

.Lead qualification and verification
.Sample fulfillment support

Strategic Planning and Market Research Expertise: Access Worldwide provides
in-language, in-culture strategic planning and market research services to
Fortune 500 companies in virtually every industry. Access Worldwide has been
recognized by American Demographics magazine as one of the "Best 100 Sources
of Marketing Information."

The Company conducts qualitative and quantitative market research throughout
North and South America. The Company's research services encompass market area
profiles, target audience segmentation, marketing and advertising
effectiveness, culture market opportunity assessment, new product concepting
and testing, awareness, attitude and usage studies, opinion polling,
readership and viewership studies, and customer satisfaction surveys.

Over the years, Access Worldwide has successfully utilized several
techniques to effectively uncover consumers' perceptions, values and
motivations. Techniques include:

Ethnographic Observations

These one-on-one observations and interviews are conducted among a
demographic cross section of consumers either in-house or on a shopping
excursion. Each session/interview lasts approximately two hours for an in-
depth coverage of the topic being studied. This technique allows for the
observation of consumer behavior in a natural "as it really happens" setting
without sacrificing scientific accuracy.

VIDA(TM)

VIDA(TM) is an advanced market segmentation method that allows marketers to
incorporate culture-specific values into their consumer targeting. In addition
to traditional category measures and demographics, Access Worldwide's VIDA(TM)
model incorporates acculturation and attitudinal/value-based measures to
provide a more holistic segmentation of consumers.

Vignettes

A new technique developed and tested by Access Worldwide and used in focus
groups is vignettes and consists of short, real life situations that help
uncover, through projective associations, group member

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motivations, attitudes and feelings. Each vignette is customized for each
study and presented to the groups in audio-taped format.

VIP(C) (Visual Icon Probing, an Access Worldwide product)

Visual Icon Probing ("VIP") is a visually based survey technique, using
computer generated images. VIP overcomes language and cultural barriers which
often impede accurate measurement of brand, logo and product awareness and
usage. The accuracy of the aided and unaided measurements improve as much as
20% to 40% with this method.

Recent Developments

On March 12, 1999, $28,288,089 of the Credit Facility was used to extinguish
the Company's $30,000,000 committed line of credit (the "committed line"). The
Company recognized an extraordinary after-tax charge of $101,686 or $0.01 per
share for the write-off of loan origination fees as a result of the
extinguishment. In addition, $2,500,000 of the Credit Facility was used to
redeem 25,000 shares of the Company's mandatorily redeemable preferred stock,
Series 1998, at a price of $100 per share. No gain or loss was recorded on the
redemption of shares.

Simultaneously, the Company approved a Corporate Plan (the "Plan") to
strengthen revenue growth, improve performance and increase stockholder value.
The Plan included:

. Closing the New York City business development office, subleasing
portions of the Rosslyn facility and the corporate offices in Virginia,
and relocating corporate headquarters offices to the Boca Raton
facility,

. Reassignment of key corporate personnel to more effectively oversee the
Company,

. Consolidation of TMS Professional Markets Group ("TMS") and TelAc
Teleservices Group ("TelAc") into one operating division with one
integrated management team,

. Consolidating and streamlining management information systems, finance
and management reporting systems and human resources policies and
procedures.

. Reduction of headcount as a result of the closing/realignment of the
Boca Raton Consumer operations,

. Acceleration of the integration of the Company's Pharmaceutical
services,

. Refocusing on the core businesses and exploration of alternatives for
the non-core businesses,

. Continued commitment to actively seek and create opportunities to cross-
sell and collaborate on shared assignments between divisions, and

. Continued commitment by management to develop new products such as
internet-based services.

. Restructuring of the Company's sales force.

On September 28, 1999, the Company entered into a forbearance agreement (the
"Agreement"). The Agreement provided that the Bank Group (a) forbear
exercising its right to stop making extensions of credit and to accelerate the
full outstanding balance on the Credit Facility, which rights arose from the
Event of Defaults, (b) agreed not to charge interest on the outstanding
balance on the Credit Facility at the full default rate (approximately 11%),
and (c) continued to make available to the Company draws as provided under the
Credit

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Facility. In addition, the Agreement limited the Company's ability to draw on
its Credit Facility to $16 million without prior consent of the Bank Group.
The Agreement was amended on October 22, 1999 and expired on November 8, 1999.

As of December 31, 1999, the Company remained in default on its Credit
Facility and as a result was not allowed to make any payments on its
subordinated promissory notes. Therefore, the Company failed to meet its
scheduled payment of $1,833,333 on its 6.5% $5,219,000 subordinated promissory
note due to the former stockholder of AM Medica. The former stockholder's
employment agreement contains a provision that in the event of a default on
the subordinated promissory note, the Company has a period of 180 days to
remedy such default to keep the employment agreement binding. The period
expires on April 26, 2000.

In addition, the Company was not permitted to make its January, February,
and April 2000 payments on its subordinated promissory notes due to the former
stockholders of Cultural Access Group, TMS and TelAc, respectively.

On April 14, 2000, the Company entered into an Amendment Agreement and
Waiver (the "Amendment") to the Credit Facility with the Bank Group. The
Amendment (a) provides that the Bank Group waive the Events of Default and
amend certain provisions of the Credit Facility including the reestablishment
of financial covenants, (b) limits the revolving credit facility to $17
million, and (c) increases the interest rate on the outstanding Credit
Facility to prime plus 3.0%, (d) allows certain payments to be made by the
Company on its subordinated promissory notes based on amended or original
agreements ("amended agreements"), (e) requires payment of a monitoring and
amendment fee to the Bank Group equal to approximately 1.0% the sum of (i) the
Aggregate Revolving Committed Amount and (ii) the outstanding principal
balance of the term loan on such date. The Amendment expires on July 1, 2001.

Under the Amendment and amended agreements, the Company is permitted to make
monthly payments of $150,000, including two payments of $250,000, in 2000, to
the former stockholder of AM Medica, to make payments on the remaining
balances due to the former stockholders of Cultural Access Group and TelAc,
and to make interest payments only on its subordinated promissory note due to
the former stockholder of TMS. The former stockholder of TMS has agreed to
waive the default on the note.

Industry Overview

The outsourced marketing services industries in which Access Worldwide
operates are high growth, high opportunity business environments driven by
favorable business trends. Key external growth drivers in these industries
are:

Growth in Outsourcing. The demand for outsourced marketing services is
growing rapidly as pharmaceutical companies look to outside service
organizations to supplement their internal product marketing, product sales
and direct-to-consumer activities. Outsourcing enables pharmaceutical
marketers to focus on core competencies, gain market share more quickly, avoid
increased infrastructure costs and evaluate programs that might be too costly
to test internally. As companies outsource their marketing or sales
activities, they tend to develop dependent relationships with outsourced
marketing firms. These relationships and high switching costs tend to deter
companies from moving such functions in-house.

Increasingly Complicated Regulatory Requirements. Pharmaceutical sample
fulfillment requires state licenses from each of the country's 50 states,
knowledge and compliance with the Prescription Drug Marketing Act regulations
along with approval and successful audits by the Drug Enforcement
Administration. These regulations are an extensive obstacle for new or
established companies entering the sample fulfillment industry.

Growth in Pharmaceutical Marketing Spending. Industry analysts project that
worldwide sales and marketing spending by pharmaceutical companies is expected
to increase from $5 billion in 1995 to approximately $8 billion in 2000, a 60%
increase. Concurrently, outsourced sales and marketing by pharmaceutical
companies is expected to increase from $400 million in 1995 to almost $1.5
billion in 2000, a 275% increase.

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Growth in Multicultural Healthcare and Pharmaceutical Outreach
Programs. According to the U.S. Census Bureau, more than one third of the U.S.
population is of ethnic backgrounds and that number is expected to grow
significantly in the coming decade. Pharmaceutical companies are realizing the
trend and placing significant emphasis and resources to reach the ethnic
market segments. These companies are using Access Worldwide's multilingual
patient communications to reach these populations.

Growth in Demand for Pharmaceutical and Healthcare Marketing
Services. Throughout the pharmaceutical and healthcare industry, marketing
executives are under intensified pressure to demonstrate that their plans and
programs are cost-effective. This pressure, coupled with the ability to
measure results, has been instrumental in the dramatic growth in the
utilization of direct marketing, direct-to-patient communications programs,
sample fulfillment and teleservices.

Growth in Sales Representatives and Needed Field Sales Force
Support. According to a recent Scott Levin study, pharmaceutical companies
have been increasing their field sales forces, reaching an all-time high in
1999 of 70,000 fulltime representatives serving 106 companies. An additional
8,000 contract or part-time representatives were in the field in the fourth
quarter of 1999. This growth has doubled the size of the field sales forces in
only seven years. As field sales forces continue to grow, there will be an
even greater clientele for Access Worldwide's electronic territory management
systems and other field sales force and marketing services.

Growth in Internet Usage and Online Purchasing. Americans are purchasing
millions of dollars of products and services on the internet. Though research
experts are having a difficult time pinpointing the exact amount of online
purchasing, projections place spending on the internet at $327-$434 billion by
2002. Companies are turning their attention to the internet as a means of
attracting clients, executing sales and performing customer services. As
Access Worldwide continues to expand its internet based services, the Company
will benefit from the rising internet usage and online buying trend.

Growth in Importance of Customer Service and Loyalty Programs. Companies
operating in marketing-intensive industries are focused on protecting their
existing customer base and growing the lifetime value of individual customer
relationships as a means of improving both revenue growth and profitability.
There is an increasing recognition of the fundamental need to speak the
language of the customer in order to improve customer sales, retention and
win-back performance.

Quality Assurance

Access Worldwide uses its proprietary systems and software to carefully
monitor the progress of client projects.

For pharmaceutical clients, Access Worldwide operates a state-of-the-art
distribution center that ships millions of ethical drug samples and product
literature each year. The Company's single-loop system validates all drug
sample fulfillment requests using state licenses and American Medical
Association and Drug Enforcement Administration databases. The system
processes and stores Acknowledgements of Delivery while returned products are
quarantined and processed for destruction. Recent audits performed by the DEA,
AMA and certain clients have found zero defaults and zero unaccounted-for
sample shipments. For teleservices clients, the Company provides on and off-
site monitoring capabilities. The power and flexibility of Access Worldwide's
computer and telephone systems enable the Company to provide:

.Full Computer Telephony Integration (CTI) for blended outbound and inbound
projects;
.Comprehensive, integrated reports;
.Digital recording of confirmation/verification; and
.Complete customization for client file transmissions, in batch mode or
real time.

Contractual Arrangements

The Company operates under multi-year and month-to-month contractual
relationships.

In the pharmaceutical business, contract fees are divided into long-term and
short-term programs. The long-term, multi-year programs generate monthly fees
and occasionally bonuses based on specific performance criteria

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such as market share increase or prescription order growth. The short-term
programs are primarily billed on a completed unit service basis, such as
presentations delivered or pharmaceutical samples shipped. The medical
education and meeting programs are invoiced with progress billings.

In the multicultural teleservices business, hourly rate structures reflect
the specialized nature of the multilingual skills that exist throughout the
organization, as well as the extensive systems integration that the Company
has created with its clients.

The Company has many long-standing relationships with the world's largest
pharmaceutical companies and an extensive list of blue-chip clients that
includes large and mid-sized biotechnology companies, specialty and generic
pharmaceutical companies, medical device companies, and retail pharmacies.
Clients include Astra, Knoll Pharmaceuticals, Inc., Johnson & Johnson, Parke-
Davis, Pfizer, Inc., Procter & Gamble Co., and Schering-Plough Corp.

The Company currently has a master services agreement with Sprint Corp.,
which is supported by numerous work orders with their own pricing terms. The
Company's services are provided to several divisions of Sprint Corp. These
services range from outbound telemarketing to inbound customer services, in a
variety of languages. The master contract with Sprint Corp. expires on
December 31, 2001. The majority of Sprint Corp.'s work orders were renewed for
an additional 12-months expiring on June 30, 2000. Sprint Corp. is the only
client that represented over 10% of the Company's total revenues for each of
the three years in the period ended December 31, 1999.

Competition

Access Worldwide competes in the outsourced marketing services industry,
which is highly competitive and fragmented. It competes with other outsourced
marketing services firms, ranging in size from very small firms offering
specialized applications to multi-million dollar, publicly traded companies.
Recent analyst and research reports on the Business Services and Outsourcing
Industry included up to 69 different publicly-traded companies, indicating a
fragmented industry.

The industry is continuing its trend of consolidation with various companies
unveiling organization structure changes or searches for potential
acquisitions. As a result of competitive pressures, factors such as quality of
service, responsiveness to client issues, reliability, flexibility, reputation
and record of timeliness are becoming increasingly important. While many
companies provide outsourced marketing services, management believes that no
single company dominates the industry at this time.

The Company believes that it competes successfully based on its ability to
deliver an effective combination of resources, people, expertise, systems,
data and technologies that provide innovative and measurable services that
increase revenue and market share for clients. To increase its capabilities,
the Company will continue to identify and negotiate strategic alliances with
third parties.

Government Regulations

Several industries in which Access Worldwide's clients operate are subject
to governmental regulations, particularly the pharmaceutical, healthcare and
telecommunications industries. Generally, compliance with these regulations is
the responsibility of the Company's clients. However, the Company could be
subject to a variety of enforcement or private actions for its failure or the
failure of its clients to comply with such regulations.

Pharmaceutical companies in particular, and the healthcare industry in
general, are subject to significant federal and state regulation. The
Company's handling and distribution of samples of pharmaceutical products are
subject to regulation by its clients, the Drug Enforcement Administration, the
Food and Drug Administration ("FDA") and other applicable federal, state and
local laws and regulations, including the Prescription Drug and Marketing Act
("PDMA"). In December 1999, the FDA passed new regulations under the PDMA
imposing

10
<PAGE>

stricter requirements in the areas of storage, inventory control, lot number
tracking and state license database usage. Enforcement of these regulations
will begin on December 4, 2000. Access Worldwide believes that it will be in
compliance before the December 2000 deadline without incurring significant
costs.

The Company must also comply with regulations established by professional
organizations such as the American Medical Association ("AMA"). The AMA has
established ethical guidelines which govern receipt of gifts to physicians
from health related organizations and companies, including any items received
during meetings and symposia sponsored by pharmaceutical companies.

In addition, the AMA has the right to approve in advance the content and
distribution of any mailings or telecommunications performed by Access
Worldwide that use the AMA's physician database of the nation's 670,000
practicing physicians. The AMA also has the right to conduct audits of the
Company's operations to determine compliance with database contract
regulations. An audit conducted in 2000 by the AMA found no discrepancies or
non-compliance issues.

The pharmaceutical industry is also subject to federal regulation by the
Food and Drug Administration ("FDA"). The Federal Food, Drug and Cosmetics Act
regulates the approval, labeling, advertising, promotion, sale and
distribution of drugs, which includes the distribution of product samples to
physicians. The FDA also regulates promotional activities involving
prescription drugs. There can be no assurance that additional federal or state
legislation regulating the pharmaceutical or healthcare industries would not
limit the scope of the Company's product sampling services or significantly
increase the cost of regulatory compliance.

Sample fulfillment requires licenses from all 50 states, knowledge and
compliance with Drug Enforcement Administration and Prescription Drug
Marketing Act regulations, and the capability to verify a doctor's medical
license and status. A sample fulfillment center must be approved by the DEA
and FDA. Proposed federal regulations provide for fines of up to $500,000 for
each sample fulfillment that does not comply with the regulations. The Company
believes that is in compliance with current regulations.

The Federal Communications Commission ("FCC") rules under the Federal
Telephone Consumer Act of 1991 limits the hours during which telemarketers may
call consumers and prohibits the use of automated telephone dialing equipment
to call certain telephone numbers. The Federal Telemarketing and Consumer
Fraud and Abuse Protection Act of 1994 ("TCFAPA") broadly authorizes the
Federal Trade Commission ("FTC") to issue regulations prohibiting
misrepresentation in telephone sales. In 1995, the FTC issued regulations
under the TCFAPA, which, among other things, require telemarketers to make
certain disclosures when soliciting sales. The Company believes its operating
procedures comply with the telephone solicitation rules of the FCC and FTC.
However, there can be no assurance that additional federal or state
legislation, or changes in regulations, would not limit the activities of the
Company or its clients in the future or significantly increase the cost of
regulatory compliance.

A FCC regulation applicable to long distance carriers, such as Sprint,
prohibits the unauthorized switching of subscribers' long distance carriers,
known in the industry as "slamming." A fine of up to $100,000 may be imposed
by the FCC for each instance of slamming. In order to prevent the unauthorized
switching, federal law requires that switching authorized over the telephone,
such as through the Company's teleservices, be verified contemporaneously by a
third party. The Company believes its procedures comply with this third party
verification requirement.

Third party verification generally is not required for switching obtained in
person, such as those obtained by members of a direct field sales force. The
Company's training and other procedures are designed to prevent unauthorized
switching. However, as with any sales force, the Company cannot completely
ensure that each employee will always follow the Company's mandated
procedures. Accordingly, it is possible that employees in some instances may
engage in unauthorized activities, including slamming. The Company
investigates consumer complaints reported to its telecommunications clients
and reports the results to such clients. To the Company's knowledge, no FCC
complaint has been filed against any of its clients as a result of the
Company's services,

11
<PAGE>

although the Company believes that the FCC is examining the sales activities
of long distance telecommunications providers, including the Company's
clients, and the activities of outside vendors, such as the Company, used by
such providers. If any complaints are filed, the Company's client might
determine that such complaints constituted a breach of its agreement with the
Company and, if material, seek to terminate the contract. Any termination by
Sprint Corp. would likely have an adverse material effect on the Company. If
such complaints resulted in fines being assessed against a client of the
Company, the client could seek to recover such fines from the Company.

Employees

As of December 31, 1999, the Company had approximately 1,600 employees. None
of the Company's employees is represented by a labor union and the Company is
not aware of any current activity to organize any of its employees. Management
considers relations between the Company and its employees to be good.

Item 2. Properties

Access Worldwide's principal executive offices were relocated to Boca Raton,
Florida as of August 1999 from Arlington, Virginia. The Company's segments
operate in California, Florida, New York, New Jersey, Texas and Virginia.

<TABLE>
<CAPTION>
Approx.
Location Principal Use Square Feet
-------- ------------- -----------
<C> <S> <C>
Boca Raton, FL Corporate Offices 5,000
Consumer and Business Services Segment:
Arlington, VA Customer Sales and Service Programs 29,886
Plano, TX Customer Sales and Service Programs 21,400
Boca Raton, FL Customer Sales and Service Programs 6,000
Rosslyn, VA Customer Sales and Service Programs 7,037
Pharmaceutical Marketing Services Segment:
Boca Raton, FL Physician and Pharmacy Tele-detailing 24,669
Lincoln Park, NJ Ethical Drug Sample and Literature Fulfillment,
Sales Force Productivity Systems 110,220
Fairfield, NJ Ethical Drug Sample and Literature Fulfillment,
Sales Force Productivity Systems 40,000
New York, NY Medical Education Services 6,190
Market Research:
Los Altos, CA Market Research 3,284
Los Angeles, CA Market Research 1,396
</TABLE>

Item 3. Legal Proceedings

From time to time, the Company is party to certain claims, suits and
complaints which arise in the ordinary course of business. Currently, there
are no such claims, suits or complaints which, in the opinion of management,
would have a material adverse effect on the Company.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the quarter
ended December 31, 1999.

12
<PAGE>

Part II

Item 5. Market for Registrant's Common Equity and Related Shareholder Matters

(a) Market Information

On February 13, 1998, the Company completed the initial public offering
("Offering") of its Common Stock at an initial public offering price of $12.00
per share. The Common Stock traded on the Nasdaq National Market ("Nasdaq")
under the symbol "AWWC." As of March 20, 2000, the Company began trading on
the Nasdaq SmallCap Market, and no longer trades on the Nasdaq National
Market. The following table sets forth the high and low closing sale prices
for the Company's Common Stock as reported by Nasdaq for the periods
indicated:
<TABLE>
<CAPTION>
Market Prices
--------------------------
1999 1998
------------ -------------
Fiscal Quarters High Low High Low
--------------- ------ ----- ------ ------
<S> <C> <C> <C> <C>
First Quarter.................................. $10.50 $7.63 $16.00 $10.88
Second Quarter................................. 8.00 6.25 16.38 8.13
Third Quarter.................................. 5.63 1.75 10.13 3.00
Fourth Quarter................................. 3.06 1.25 9.75 2.63
</TABLE>

(b) Holders

The number of holders of Common Stock as of March 14, 2000 was approximately
2,698. The Company included individual participants in security position
listings in calculating the number of holders.

The Company did not pay cash dividends on its Common Stock during the years
ended December 31, 1999 and 1998. The Company does not anticipate paying cash
dividends on its Common Stock in the foreseeable future. In addition, the
terms of the Company's Credit Facility prohibit the payment of cash dividends.

Recent Sales of Unregistered Securities

1. On April 11, 1999, as part of the contingent payments due to the seller
of certain assets and liabilities of the TeleManagement Services ("TMS")
business, which the Company acquired in January 1997, the Company issued an
aggregate of 141,872 shares of Common Stock. The shares issued in connection
with this transaction were not required to be registered because such
securities were issued in a transaction not involving any "public offering"
within the meaning of Section 4(2) of the Securities Act, in reliance on Rule
506 under the Securities Act. In connection therewith, the Company obtained a
representation that the stockholder was an "accredited investor" as defined in
Rule 501(a) under the Securities Act. In addition, there was no general
solicitation or general advertising in connection with such issuance.

2. On April 11, 1999, as part of the contingent payments due to the seller
of certain assets and liabilities of the Phoenix Marketing Group business,
which the Company acquired in November 1997, the Company issued an aggregate
of 133,683 shares of Common Stock. The shares issued in connection with this
transaction were not required to be registered because such securities were
issued in a transaction not involving any "public offering" within the meaning
of Section 4(2) of the Securities Act, in reliance on Rule 506 under the
Securities Act. In connection therewith, the Company obtained a representation
that the stockholder was an "accredited investor" as defined in Rule 501(a)
under the Securities Act. In addition, there was no general solicitation or
general advertising in connection with such issuance.

3. On April 11, 1999, as part of the contingent payments due to the seller
of all outstanding common stock of AM Medica Communications, Ltd. ("AM
Medica"), which the Company acquired in October 1998, the Company issued an
aggregate of 209,738 shares of Common Stock. The shares issued in this
transaction were not required to be registered because such securities were
issued in a transaction not involving any "public offering" within the meaning
of Section 4(2) of the Securities Act, in reliance on Rule 506 under the
Securities Act. In connection therewith, the Company obtained a representation
that the stockholder was an "accredited investor" as defined in Rule 501(a)
under the Securities Act. In addition, there was no general solicitation or
general advertising in connection with such issuance.

13
<PAGE>

Item 6. Selected Financial Data (In Thousands Except for Per Share Data)

The selected statements of operations data and the selected balance sheet
data have been derived from the audited Financial Statements of the Company.
The following selected financial data should be read in conjunction with the
Financial Statements and the Notes thereto of the Company and Management's
Discussion and Analysis of Financial Condition and Results of Operations
included elsewhere in this Form 10-K.

<TABLE>
<CAPTION>
Years Ended December 31,
----------------------------------------------
1995 1996 1997 1998(2) 1999
------ ------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Statements of Operations
Data:
Revenues.................... $9,047 $16,286 $36,653 $ 73,234 $ 82,515
Cost of revenues............ 4,396 8,639 21,813 41,091 50,862
------ ------- ------- -------- --------
Gross profit................ 4,651 7,647 14,840 32,143 31,653
Selling, general and
administrative............. 4,540 7,754 8,909 21,432 28,924
Amortization expense........ -- -- 901 1,731 3,110
Unusual charge.............. -- -- -- -- 1,526
------ ------- ------- -------- --------
Income (loss) from
operations................. 111 (107) 5,030 8,980 (1,907)
Interest income (expense)... 24 (101) (2,327) (911) (3,724)
Other income (expense)...... 5 (200) (297) 4 --
------ ------- ------- -------- --------
Income (loss) before income
taxes...................... 140 (408) 2,406 8,073 (5,631)
Tax benefit (expense)(1) ... -- 88 (1,181) (3,552) 1,793
------ ------- ------- -------- --------
Income (loss) before
extraordinary charge....... 140 (320) 1,225 4,521 (3,838)
Extraordinary charge on
extinguishment of debt (net
of tax expense of $82)..... -- -- -- -- (102)
------ ------- ------- -------- --------
Net income (loss)........... $ 140 $ (320) $ 1,225 $ 4,521 $ (3,940)
====== ======= ======= ======== ========
Net (loss) income per common
share--basic............... (3) $ (0.07) $ 0.26 $ 0.52 $ (0.42)
Net (loss) income per common
share--diluted............. (3) $ (0.07)(4) $ 0.26 $ 0.51 $ (0.42)(4)
<CAPTION>
As of December 31,
----------------------------------------------
1995 1996 1997 1998 1999
------ ------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Current assets.............. $2,463 $16,963 $12,384 $ 23,914 $ 25,628
Total assets................ 2,749 29,454 52,680 104,422 109,524
Current liabilities......... 2,159 16,757 17,336 21,944 17,461
Long-term debt, less current
maturities................. -- 16,201 34,319 29,847 41,369
Mandatorily redeemable
preferred stock............ -- 1,800 3,888 6,500 4,000
Common stockholders' equity
(deficit).................. 590 (5,304) (2,863) 46,130 46,695
</TABLE>
- - --------
(1) In December 1996, the Company became a C Corporation for income tax
purposes. Prior to that, the Company was an S Corporation.
(2) On October 24, 1998, the Company acquired all of the outstanding capital
stock of AM Medica in a transaction accounted for as a purchase.
(3) The earnings per share information has been excluded for the year ended
December 31, 1995. Prior to the Recapitalization on December 6, 1996, the
information is not meaningful.
(4) Since the effects of the stock options and earnout contingencies are anti-
dilutive for the twelve months ended December 31, 1999 and 1996 these
effects have not been included in the calculation of diluted EPS for 1999
and 1996.

14
<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with Selected
Financial Data and the Financial Statements and the Notes thereto included
elsewhere in this Form 10-K.

Overview

Access Worldwide Communications, Inc., is an outsourced marketing services
company that assists clients in the pharmaceutical, telecommunications,
financial services and consumer products industries. The Company designs and
delivers innovative, data-driven sales and marketing solutions that maximize
clients' sales and profits. The Company has expertise in reaching key
pharmaceutical audiences--physicians, pharmacists and patients--and targeted
consumer groups. Access Worldwide's resources include proprietary databases of
targeted consumers, physicians and pharmacies; strategic planning and market
research services; internet services; medical education; medical meetings
management; medical publications; inbound and outbound teleservices in 15
different languages; Electronic Territory Management System and Drug
Enforcement Agency approved drug sample fulfillment and direct mail
capabilities.

Revenues

The Company provides a variety of services for a diverse client base. The
major forms of revenue collection and recognition are as follows:

. For medical education and meeting programs, the Company generally bills
and collects project fees over the life of the project including a
percentage of the total project cost at the execution of the work order.
Revenues are recognized on the percentage of completion method.

. For customized or non-standard database projects, the Company bills
either on a fixed fee or on a per item basis, and revenues are
recognized upon delivery of data. Monthly or scheduled data services are
billed and revenue is recognized upon delivery of data.

. For sample fulfillment services, the Company bills and recognizes
revenue on a per item basis.

. The Company leases ETMS equipment to clients on a per salesperson basis.
Revenues are recognized under either an operating or sales-type lease.

. For teleservices projects, the Company bills clients and recognizes
revenue on one of the following bases: production hours, completed
presentations, phone calls placed or received, sales made per hour or a
fixed monthly fee. Revenues are recognized as the services are performed
on a monthly basis.

. For market research projects, the Company generally bills and collects
fixed project fees in periodic installments over the life of the project
including a percentage of the total project costs at the execution of a
contract. Revenues are recognized on the percentage of completion
method.

Cost of Revenues

Cost of revenues consists of expenses specifically associated with client
service revenues. The cost of revenues includes salaries and benefits,
commissions paid to sales personnel, purchased services for clients and
telephone charges.

Selling, General and Administrative

Selling, general and administrative expenses include staff functions such as
accounting, information technology and human resources, as well as expenses
not directly linked to client service revenues, such as depreciation,
amortization and rental expenses.

15
<PAGE>

Results of Operations by Segment for 1999 and 1998

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

<TABLE>
<CAPTION>
Pharmaceutical Consumer
-------------------------- ---------------------------
1999 1998 Change 1999 1998 Change
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Statements of Operations Data
(in thousands):
Revenues............... $ 46,832 $ 39,747 $ 7,085 $ 31,427 $ 30,033 $ 1,394
Cost of revenues....... 26,163 21,916 4,247 22,532 17,654 4,878
-------- -------- -------- -------- -------- --------
Gross profit........... 20,669 17,831 2,838 8,895 12,379 (3,484)
Selling, general and
administrative
(including unusual
charge)............... 12,186 9,305 2,881 11,289 7,301 3,988
Amortization expense... 2,685 1,309 1,376 339 339 --
-------- -------- -------- -------- -------- --------
Operating profit
(loss)................ $ 5,798 $ 7,217 $ (1,419) $ (2,733) $ 4,739 $ (7,472)
======== ======== ======== ======== ======== ========
</TABLE>

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Revenues for the Company increased $9.3 million, or 12.7%, to $82.5 million
for the year ended December 31, 1999, compared to $73.2 million for the year
ended December 31, 1998. Revenues for the Pharmaceutical Segment increased
$7.1 million, or 17.9%, to $46.8 million for the year ended December 31, 1999,
compared to $39.7 million for the year ended December 31, 1998. The increase
in revenues for the Pharmaceutical Segment is primarily the result of twelve
months of revenues included in 1999 for AM Medica as compared to three months
in 1998. The increase in revenues was partly offset by a decrease of $2.7
million in revenues, which was caused by a non-recurring sale of computer
equipment for $1 million in 1998 which did not occur in 1999. The remaining
decrease was attributed to a large client opening its own call center and
performance issues on certain client contracts which have been resolved.
Revenues for the Consumer Segment increased $1.4 million, or 4.7%, to $31.4
million for the year ended December 31, 1999, compared to $30.0 million for
the year ended December 31, 1998. The increase in the Consumer Segment is
primarily the result of $4.2 million in new and expanded services revenue
which was offset by a decrease of $2.8 million in revenues from a major
client. The decrease was attributable to an overall reduction in production
hours provided by the major client.

Cost of revenues for the Company increased $9.8 million, or 23.8%, to $50.9
million for 1999, compared to $41.1 million in 1998. Cost of revenues as a
percentage of revenues for the Company increased to 61.7% for 1999 from 56.1%
for 1998. Cost of revenues as a percentage of revenues for the Pharmaceutical
Segment increased to 56% for 1999 compared to 55.2% for 1998. The increase is
primarily attributed to tighter labor markets which resulted in higher labor
costs. Cost of revenues as a percentage of revenues for the Consumer Segment
increased to 71.7% for 1999 from 59% for 1998. The increase was primarily
attributed to the expansion of the Consumer Segment which occurred in the
latter part of 1998 and into early 1999, in Rosslyn, VA, Plano, TX and Boca
Raton, FL. During the expansion, the Company faced tight labor markets, which
resulted in higher personnel turnover, higher recruiting, training and
overtime costs.

Selling, general and administrative expenses (including unusual charge) for
the Company increased $9.1 million, or 42.5%, to $30.5 million for 1999,
compared to $21.4 million for 1998. Selling, general and administrative
expenses (including unusual charge) as a percentage of revenues increased to
37% for 1999, compared to 29.2% for 1998. Selling, general and administrative
expenses (including unusual charge) as a percentage of revenues for the
Pharmaceutical Segment increased to 26.1% for 1999 compared to 23.4% for 1998.
Excluding AM Medica, selling, general and administrative expenses (including
unusual charge) as a percentage of revenues increased to 37.1% for 1999
compared to 29.3% for 1998. The increase was primarily attributable to an
increase in reserves for bad debts resulting from contract disputes and an
increase in headcount to support customer service, sales and information
technology. Selling, general and administrative expenses (including unusual
charge) as a percentage of revenues for the Consumer Segment increased to 36%

16
<PAGE>

for 1999, from 24.3% for 1998. The increase was attributed to the expansion of
the Rosslyn, VA, Plano, TX, and Boca Raton, FL facilities which occurred in
the latter part of 1998 and in early 1999 in anticipation of business growth
of the Consumer Segment. As a result, additional costs were incurred for
additional personnel, higher depreciation and leasing costs. In addition,
reserves for bad debts increased due to potential contract disputes relating
to the closing/realignment of the Boca Raton operations and Consumer Segment
expansion.

During the second and third quarters of 1999, the Company recorded an
unusual charge in the amount of $1.5 million as part of its Corporate Plan to
improve future performance. The Company recorded $929,000 (which included
$17,000 and $45,000 for the Pharmaceutical and Consumer Segments,
respectively) in severance costs, $248,000 in costs incurred due to the
Company's exploration of strategic alternatives, $200,000 in deferred
acquisition costs incurred on pending acquisitions which were no longer being
pursued, and $149,000 in costs associated with the ongoing negotiations of the
Credit Facility.

Amortization expense for the Company increased $1.4 million, or 82.4%, to
$3.1 million for 1999, compared to $1.7 million for 1998. The increase was
primarily attributable to amortization of goodwill related to the acquisition
of AM Medica and the amortization of goodwill on payments of contingent
consideration earned in 1998.

Net interest expense for the Company increased $2.8 million, or 311%, to
$3.7 million for 1999 compared to $0.9 million for 1998. The increase was
primarily attributed to draws made on the Credit Facility to acquire AM Medica
in October 1998 and to make required payments of contingent consideration
earned in 1998. In addition, interest expense increased due to the Company's
default on three loan covenants contained in the Credit Facility agreement
which was subsequently waived (See "Recent Developments Section"). As a
result, the Company's interest rate increased from 6.7% in June 1999 to 11% in
the fourth quarter of 1999.

The income tax provision for the Company decreased to ($1.8) million in
1999, from $3.6 million in 1998, primarily as a result of pretax losses in
1999. The effective tax rate decreased from 44% in 1998 to 32% in 1999.

Results of Operations by Segment for 1998 and 1997

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

<TABLE>
<CAPTION>
Pharmaceutical Consumer
----------------------- ----------------------
1998 1997 Change 1998 1997 Change
------- ------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Statements of Operations Data
(in thousands):
Revenues....................... $39,747 $12,349 $27,398 $30,033 $23,527 $6,506
Cost of revenues............... 21,916 6,811 15,105 17,654 14,648 3,006
------- ------- ------- ------- ------- ------
Gross profit................... 17,831 5,538 12,293 12,379 8,879 3,500
Selling, general and
administrative................ 9,305 3,033 6,272 7,301 4,472 2,829
Amortization expense........... 1,309 539 770 339 333 6
------- ------- ------- ------- ------- ------
Operating profit............... $ 7,217 $ 1,966 $ 5,251 $ 4,739 $ 4,074 $ 665
======= ======= ======= ======= ======= ======
</TABLE>

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

Revenues for the Company increased $36.5 million, or 99.5%, to $73.2 million
for the year ended December 31, 1998, compared to $36.7 million for the year
ended December 31, 1997. Revenues for the Pharmaceutical Segment increased
$27.4 million, or 222.8%, to $39.7 million for the year ended December 31,
1998, compared to $12.3 million, for the year ended December 31, 1997. The
increase in revenues for the Pharmaceutical Segment is primarily the result of
twelve months of revenues included in 1998 for Phoenix Marketing Group
("Phoenix") as compared to two months in 1997, and the acquisition of AM
Medica in October 1998. Approximately $25.1 million of the $27.4 million
increase in revenues for the Pharmaceutical

17
<PAGE>

Segment was the result of the acquisitions of Phoenix and AM Medica. Revenues
for the Consumer Segment increased $6.5 million, or 27.7%, to $30.0 million
for the year ended December 31, 1998, compared to $23.5 million for the year
ended December 31, 1997. The increase in the Consumer Segment is primarily the
result of continued growth in the business with Sprint Corp.

Cost of revenues for the Company increased $19.3 million, or 88.5%, to $41.1
million for 1998, compared to $21.8 million in 1997. Cost of revenues as a
percentage of revenues for the Company decreased to 56.1% for 1998, from 59.4%
for 1997. Cost of revenues as a percentage of revenues for the Pharmaceutical
Segment decreased to 55.2% for 1999 compared to 55.3% for 1998. Excluding AM
Medica, cost of revenues as a percentage of revenues for the Pharmaceutical
Segment for 1998 was 52% as compared to 55.3% in 1997. The decrease was
primarily due to reductions in the existing work force at the Florida
telemarketing facility and the decrease in the ratio of supervisory personnel
to total telemarketers. Cost of revenues as a percentage of revenues for the
Consumer Segment declined to 59% for 1998, from 62.1% for 1997. The decrease
was the result of better utilization of the Company's existing work force
because of improved facilities and work practices changes.

Selling, general and administrative expenses for the Company increased $12.5
million, or 140.4%, to $21.4 million for 1998, compared to $8.9 million for
1997. Selling, general and administrative expenses as a percentage of revenues
increased to 29.2% for 1998, when compared to 24.3% for 1997. Selling, general
and administrative expenses as a percentage of revenues for the Pharmaceutical
Segment decreased slightly to 23.4% for 1998, compared to 24.4% for 1997. The
acquisition of AM Medica resulted in a decrease of 5.7% in selling, general
and administrative expenses as a percentage of revenues. The decrease of 5.7%
was partially offset by an increase in the selling, general and administrative
expenses as a percentage of revenues due to the acquisition of Phoenix, which
has a different cost structure than the other businesses, and the expansion of
the Florida telemarketing facility. Selling, general and administrative
expenses as a percentage of revenues for the Consumer Segment increased to
24.3% for 1998, from 19.1% for 1997. The increase was primarily the result of
an increase in personnel related costs needed to support the growth of this
segment.

Amortization expense for the Company increased $0.8 million, or 88.9%, to
$1.7 million for 1998, compared to $0.9 million for 1997. The increase was
primarily attributable to amortization of goodwill related to the acquisitions
in 1997 and the amortization of goodwill on payments of contingent
consideration earned in 1997.

Net interest expense for the Company decreased $1.7 million, or 65.4%, to
$0.9 million for 1998 as compared to $2.6 million for 1997 as a result of
proceeds used from the Offering to reduce borrowings.

The income tax provision for the Company increased to $3.6 million in 1998,
from $1.2 million for 1997, primarily as a result of an increase in pretax
earnings. The effective tax rate decreased from 48% in 1997 to 44% in 1998.

Liquidity and Capital Resources

At December 31, 1999, the Company had working capital of $8.2 million, an
increase of $6.2 million from $2.0 million at December 31, 1998. The Company's
primary sources of liquidity consist of cash and cash equivalents, and
accounts receivable. As of December 31, 1999, the Company had cash and cash
equivalents of $4.7 million, compared to $1.9 million as of December 31, 1998.

18
<PAGE>

Net cash used in operating activities during 1999 was $3.7 million, compared
to $5.5 million provided by operating activities during 1998. Cash used in
operating activities consisted of a decrease in accrued interest and other
related party expenses of $7.2 million. The decrease in accrued interest and
other related party expenses is primarily due to contingent payments earned in
1998 which were paid during 1999. This was offset by a decrease in accounts
receivable and unbilled receivables of $1.4 million. The Company's accounts
receivable turnover averaged 62 days for the year ended December 31, 1999, as
compared to 70 days for the year ended December 31, 1998.

Net cash used in investing activities for 1999 was $8.9 million, compared to
$42.6 million in 1998. The decrease is primarily attributed to the acquisition
of AM Medica for approximately $33.2 million in 1998.

Net cash provided by financing activities was $15.3 million for 1999,
compared to $36.9 million in 1998. Cash provided by financing activities
consisted of draws totaling $19.4 million as a result of proceeds from the
issuance of common stock and draws made on the Credit Facility to finance
payments of contingent consideration earned in 1998 and to fund operations.
This was offset primarily by repayments made on related party notes of $0.9
million and the redemption of 25,000 shares of the Company's mandatorily
redeemable preferred stock, Series 1998, at an aggregate price of $2.5
million. In addition, during 1998, the proceeds received from the initial
public offering were used to retire long term related party debt.

At the end of the second quarter of 1999, the Company was in violation of
certain financial covenants on its Credit Facility ("Events of Default") with
the Bank Group. As a result, the Company began negotiations with the Bank
Group to restructure the Credit Facility. On September 28, 1999, the Company
entered into a forbearance agreement (the "Agreement"). The Agreement provided
that the Bank Group (a) forbear exercising its right to stop making extensions
of credit and to accelerate the full outstanding balance on the Credit
Facility, which rights arose from the Event of Defaults, (b) agreed not to
charge interest on the outstanding balance on the Credit Facility at the full
default rate (approximately 11%), and (c) continued to make available to the
Company draws as provided under the Credit Facility. In addition, the
Agreement limited the Company's ability to draw on its Credit Facility to $16
million without prior consent of the Bank Group. The Agreement was amended on
October 22, 1999 and expired on November 8, 1999.

As of December 31, 1999, the Company remained in default on its Credit
Facility and as a result was not allowed to make any payments on its
subordinated promissory notes. Therefore, the Company failed to meet its
scheduled payment of $1,833,333 on its 6.5% $5,219,000 subordinated promissory
note due to the former stockholder of AM Medica. The former stockholder's
employment agreement contains a provision that in the event of a default on
the subordinated promissory note, the Company has a period of 180 days to
remedy such defaults to keep the employment agreement binding. The period
expires on April 26, 2000.

On April 14, 2000, the Company entered into an Amendment Agreements and
Waiver (the "Amendment") to the Credit Facility with the Bank Group. The
Amendment (a) provides that the Bank Group waive the Events of Default and
amend certain provisions of the Credit Facility, including the reestablishment
of financial covenants, (b) limits the revolving credit facility to $17
million, and (c) increases the interest rate on the outstanding Credit
Facility to prime plus 3.0%, (d) allows certain payments to be made by the
Company on its subordinated promissory notes based on amendment or original
agreements ("Amended Agreements"), (e) requires payment of a monitoring and
amendment fee to the Bank Group equal to approximately 1.0% the sum of (i) the
Aggregate Revolving Committed Amount and (ii) the outstanding principal
balance of the term loan on such date. The Amendment expires on July 1, 2001.

Under the Amendment and amended agreements, the Company is permitted to make
monthly payments of $150,000, including two payments of $250,000 in 2000, to
the former stockholder of AM Medica, to make payments on the remaining balance
due on its subordinated promissory notes due to the former stockholders of

19
<PAGE>

Cultural Access Group and TelAc, and to make interest payments only on its
subordinated promissory note due to the former stockholder of TMS. The former
stockholder of TMS has agreed to waive the default on the note.

The Company expects to meet its short-term liquidity requirements through
net cash provided by operations and borrowings under the Amendment to the
Credit Facility.

MARKET RISK

Access Worldwide is exposed to certain market risks arising from
transactions that are entered into in the normal course of business or from
acquisitions. In addition, the Company is exposed to market risk from changes
in interest rates. For information regarding the Company's debt, see Note 9 to
the financial statements.

OTHER MATTERS

The Company experienced no significant computer system failures or
disruptions as a result of the changeover from 1999 to 2000 ("the Year 2000
issue"), and the Year 2000 issue had no material adverse affects on the
results of operations, liquidity or financial condition of the Company.

Forward-Looking Statements

Certain statements under the heading "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and elsewhere in this Form
10-K constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. When used in this report, the words
"believes," "estimates," "plans," "expects," "intends," "anticipates," and
similar expressions as they relate to the Company or its management are
intended to identify forward-looking statements. The actual results of the
Company could differ materially from those indicated by the forward-looking
statements because of various risks and uncertainties related to and
including, without limitation, the Company's effective and timely initiation
and development of new client relationships and programs, the maintenance of
existing client relationships and programs (particularly since the Company's
agreements with its clients generally do not assure the Company that it will
generate a specific level of revenue, do not designate the Company as an
exclusive provider and are terminable on short notice), the successful
marketing of the Company's sales, marketing, internet and medical education
services, the achievement of satisfactory levels of both gross and operating
margins, the recruitment and retention of qualified personnel, the continued
enhancement of telecommunications, computer and information technologies and
operational and financial systems, the continued and anticipated growth in
industry trends toward outsourcing sales, marketing and medical education
services, changes in competition and the forms of direct sales and marketing
techniques, customer interest in, and use of, the Company's clients' products
and services, general economic conditions, costs of telephone services,
financing and leasing of equipment, the adequacy of cash flows from operations
and available financing to fund capital needs and future growth, changes in
governmental rules and regulations applicable to the Company, and other risks
set forth in this report and the Company's other filings with the Securities
and Exchange Commission. These risks and uncertainties are beyond the ability
of the Company to control, and in many cases, the Company cannot predict the
risks and uncertainties that could cause actual results to differ materially
from those indicated by the forward-looking statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

None.

20
<PAGE>

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants.................... 22
Balance Sheets........................................................ 23
Statements of Operations.............................................. 24
Statements of Changes in Common Stockholders' Equity (Deficit)........ 25
Statements of Cash Flows.............................................. 26
Notes to Financial Statements......................................... 27
</TABLE>

21
<PAGE>

Report of Independent Certified Public Accountants
To the Board of Directors and Stockholders of Access Worldwide Communications,
Inc.

In our opinion, the financial statements listed in the index appearing under
Item 14(a)(1) and (2) on page 44 present fairly, in all material respects, the
financial position of Access Worldwide Communications, Inc. and its
subsidiaries at December 31, 1999 and 1998 and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1999 in conformity with accounting principles generally accepted in the
United States. In addition, in our opinion, the financial statement schedules
listed in the accompanying index present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedules are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and
financial statement schedules based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in
the United States which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP
Ft. Lauderdale, FL
March 2, 2000, except for Note 2 and 20,
as to which the date is April 14, 2000

22
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

BALANCE SHEETS

As of December 31,

<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................... $ 4,706,380 $ 1,912,219
Accounts receivable, net of allowance for doubtful
accounts of
$113,082, and $184,801, respectively............. 15,940,988 18,285,171
Unbilled receivables.............................. 2,954,899 2,001,611
Other assets, net................................. 2,026,216 1,715,035
------------ ------------
Total current assets.............................. 25,628,483 23,914,036
Property and equipment, net....................... 11,435,983 8,565,188
Other assets, net................................. 941,291 917,197
Intangible assets, net............................ 71,518,273 71,025,795
------------ ------------
Total assets...................................... $109,524,030 $104,422,216
============ ============
LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK
AND COMMON STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of indebtedness................... $ 3,028,873 $ 63,431
Current portion of indebtedness--related parties.. 1,990,000 2,421,770
Accounts payable and accrued expenses............. 6,762,870 6,894,231
Accrued interest and other related party
expenses......................................... 1,296,672 8,516,293
Accrued salaries, wages and related benefits...... 2,046,665 2,007,827
Deferred revenue.................................. 2,335,705 1,998,486
Due to related parties............................ -- 42,303
------------ ------------
Total current liabilities......................... 17,460,785 21,944,341
Long-term portion of indebtedness................. 37,566,384 25,609,170
Long-term portion of indebtedness--related
parties.......................................... 3,802,334 4,238,310
Mandatorily redeemable preferred stock, $.01 par
value: 2,000,000 shares authorized, 40,000 shares
and 65,000 shares issued and outstanding,
respectively..................................... 4,000,000 6,500,000
------------ ------------
Total liabilities and mandatorily redeemable
preferred stock.................................. 62,829,503 58,291,821
------------ ------------
Commitments and contingencies (Notes 10 and 17)
Common stockholders' equity:
Common stock, $.01 par value: voting: 20,000,000
shares
authorized; 9,528,478 and 9,043,185 shares is-
sued, at December 31, 1999 and 1998, respective-
ly; 9,528,478 and 9,027,730 shares outstanding at
December 31, 1999 and 1998, respectively......... 95,285 90,432
Additional paid-in capital........................ 62,932,033 58,490,848
Accumulated deficit............................... (16,332,791) (12,392,763)
Less: cost of treasury stock 15,455 shares........ -- (52,530)
Deferred compensation............................. -- (5,592)
------------ ------------
Total common stockholders' equity................. 46,694,527 46,130,395
------------ ------------
Total liabilities, mandatorily redeemable
preferred stock and common stockholders' equity.. $109,524,030 $104,422,216
============ ============
</TABLE>

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

23
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

STATEMENTS OF OPERATIONS

For the Years Ended December 31,

<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Revenues............................... $82,515,114 $73,234,285 $36,652,889
Cost of revenues (exclusive of
depreciation)......................... 50,861,641 41,091,313 21,812,960
----------- ----------- -----------
Gross profit.......................... 31,653,473 32,142,972 14,839,929
Selling, general and
administrative expenses (selling,
general and administrative expenses to
related parties are $749,369,
$1,020,702, and $258,665,
respectively)......................... 28,924,397 21,431,374 8,909,475
Amortization expense................... 3,110,531 1,731,372 900,696
Unusual charge......................... 1,526,351 -- --
----------- ----------- -----------
(Loss) income from operations......... (1,907,806) 8,980,226 5,029,758
Interest income........................ 181,426 197,522 117,961
Interest expense-related party......... (394,892) (569,538) (1,999,009)
Interest expense....................... (3,510,200) (535,295) (440,453)
Other expense-related party............ -- -- (301,841)
----------- ----------- -----------
(Loss) income before income taxes..... (5,631,472) 8,072,915 2,406,416
Income tax benefit (expense)........... 1,793,130 (3,552,083) (1,181,484)
----------- ----------- -----------
(Loss) income before extraordinary
charge............................... (3,838,342) 4,520,832 1,224,932
Extraordinary charge on extinguishment
of debt (net of income tax expense of
$82,195).............................. (101,686) -- --
----------- ----------- -----------
Net (loss) income .................... $(3,940,028) $ 4,520,832 $ 1,224,932
=========== =========== ===========
(Loss) earnings per share of common
stock
Basic:
(Loss) income before extraordinary
charge ............................. $ (0.41) $ 0.52 $ 0.26
Extraordinary charge................. (0.01) -- --
Net (loss) income.................... (0.42) 0.52 0.26
Diluted (loss) earnings per share of
common stock......................... $ (0.42) $ 0.51 $ 0.26
</TABLE>

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

24
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' EQUITY (DEFICIT)
For the Years Ended December 31, 1997, 1998 and 1999.

<TABLE>
<CAPTION>
Common Stock Additional
----------------- Paid-in Retained Earnings/ Treasury Deferred
Shares Amount Capital Accumulated (Deficit) Stock Compensation Total
--------- ------- ----------- --------------------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1996.................... 4,430,000 $44,300 $12,789,892 $(18,138,527) $ -- $ -- $(5,304,335)
Sale of common stock to
management.............. 234,000 2,340 25,588 -- -- (9,890) 18,038
Purchase of TMS by TLM
(Note 1)................ -- -- 164,500 -- -- -- 164,500
Purchase of common
stock................... -- -- -- -- (143) -- (143)
Merger of TLM and Access
Worldwide (Note 1)...... 100,000 1,000 1,033,112 -- -- -- 1,034,112
Net income for the year
ended December 31,
1997.................... -- -- -- 1,224,932 -- -- 1,224,932
--------- ------- ----------- ------------ -------- ------ -----------
Balance, December 31,
1997.................... 4,764,000 47,640 14,013,092 (16,913,595) (143) (9,890) (2,862,896)
--------- ------- ----------- ------------ -------- ------ -----------
Common stock issued at
Offering................ 4,000,000 40,000 41,335,532 -- -- -- 41,375,532
Convertible promissory
note converted to common
stock................... 208,334 2,083 2,497,917 -- -- -- 2,500,000
Contingent payments made
in the form of common
stock................... 70,851 709 694,347 -- -- -- 695,056
Purchase of common
stock................... -- -- -- -- (602,812) -- (602,812)
Issuance of treasury
stock................... -- -- (50,040) -- 550,425 -- 500,385
Amortization of deferred
compensation............ -- -- -- -- -- 4,298 4,298
Net income for the year
ended December 31,1998.. -- -- -- 4,520,832 -- -- 4,520,832
--------- ------- ----------- ------------ -------- ------ -----------
Balance, December 31,
1998.................... 9,043,185 90,432 58,490,848 (12,392,763) (52,530) (5,592) 46,130,395
--------- ------- ----------- ------------ -------- ------ -----------
Contingent payments made
in the form of common
stock................... 485,293 4,853 4,441,185 -- -- -- 4,446,038
Issuance of treasury
stock................... -- -- -- -- 52,530 -- 52,530
Amortization of deferred
compensation............ -- -- -- -- -- 5,592 5,592
Net loss for the year
ended December 31,
1999.................... -- -- -- (3,940,028) -- -- (3,940,028)
--------- ------- ----------- ------------ -------- ------ -----------
Balance, December 31,
1999.................... 9,528,478 $95,285 $62,932,033 $(16,332,791) $ -- $ -- $46,694,527
========= ======= =========== ============ ======== ====== ===========
</TABLE>

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

25
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

STATEMENTS OF CASH FLOWS

For the Years Ended December 31,

<TABLE>
<CAPTION>
1999 1998 1997
----------- ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) income ................... $(3,940,028) $ 4,520,832 $ 1,224,932
Adjustments to reconcile net (loss)
income
to net cash (used in) provided by
operating activities:
Depreciation and amortization........ 5,521,405 2,979,446 1,330,159
Extraordinary charge, net of
applicable income taxes............. 101,686 -- --
Income tax effect of extraordinary
charge.............................. 82,195 -- --
Deferred tax provision............... (113,469) (740,979) 92,115
Allowance for doubtful accounts...... (71,719) (95,134) 268,403
Interest expense on mandatorily
redeemable
preferred stock..................... -- 46,142 288,000
Changes in operating assets and
liabilities,
excluding effects from
acquisitions:
Accounts receivable............... 2,415,902 (10,008,716) (2,356,732)
Unbilled receivables................ (953,288) (2,001,611) --
Due to related parties and
affiliates......................... (97,148) (407,411) 1,603,990
Other assets, net................... 327,866 (1,678,358) (865,375)
Accounts payable and accrued
expenses........................... (7,280,869) 11,459,644 315,949
Deferred revenue.................... 337,219 1,467,635 496,244
----------- ------------ ------------
Net cash (used in) provided by
operating activities.............. (3,670,248) 5,541,490 2,397,685
----------- ------------ ------------
Cash flows from investing activities:
Additions to property and equipment,
net................................. (5,281,719) (5,672,131) (1,545,518)
Use of letter of credit.............. -- -- 15,000,000
Business acquisitions, net of cash
acquired............................ (3,602,959) (36,904,338) (20,238,495)
----------- ------------ ------------
Net cash used in investing
activities......................... (8,884,678) (42,576,469) (6,784,013)
----------- ------------ ------------
Cash flows from financing activities:
Deferred stock issuance and loan
origination fees.................... (704,390) (2,128,191) (892,211)
Payments on capital lease............ (27,156) (74,109) (220,494)
Proceeds from notes payable.......... -- 11,000,000 15,446,248
Proceeds from sale of common and
preferred stock..................... 4,498,567 45,135,802 1,999,500
Net borrowings under line of credit
facility............................ 14,949,812 19,986,952 5,810,000
Repurchase of mandatorily redeemable
preferred stock..................... (2,500,000) -- --
Repayment of related party debt...... (867,746) (36,385,155) (16,042,248)
Purchase of common shares............ -- (602,812) (143)
----------- ------------ ------------
Net cash provided by financing
activities.......................... 15,349,087 36,932,487 6,100,652
----------- ------------ ------------
Net increase (decrease) in cash and
cash equivalents.................... 2,794,161 (102,492) 1,714,324
Cash and cash equivalents, beginning
of period............................ 1,912,219 2,014,711 300,387
----------- ------------ ------------
Cash and cash equivalents, end of
period............................... $ 4,706,380 $ 1,912,219 $ 2,014,711
=========== ============ ============
Supplemental disclosure of cash flow
information:
Cash paid during the period for:
Interest............................. $ 3,760,200 $ 1,903,931 $ 651,822
=========== ============ ============
Income taxes......................... $ 250,400 $ 2,438,299 $ 1,296,000
=========== ============ ============
</TABLE>

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

26
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS

1. Business Description and Significant Accounting Policies

Business Description

Access Worldwide Communications, Inc. ("Access Worldwide" or the "Company")
is an outsourced marketing services company that assists clients in the
pharmaceutical, telecommunications, financial services and consumer products
industries. The Company designs and delivers innovative, data-driven sales and
marketing solutions that maximize clients' sales and profits. The Company has
particular expertise in reaching key pharmaceutical audiences--physicians,
pharmacists and patients--and targeted consumer groups. Access Worldwide's
resources include proprietary databases of targeted consumers, physicians and
pharmacists; strategic planning and market research services; internet
services; medical education; medical meetings management; medical
publications; inbound and outbound teleservices in 15 different languages;
Electronic Territory Management Systems ("ETMS"); and Drug Enforcement
Administration ("DEA") approved drug sample fulfillment and direct mail
capabilities.

Basis of Presentation

The financial statements present the financial position and results of
operations of Access Worldwide and its subsidiaries. Access Worldwide was
incorporated in Delaware in 1983, and operates in Boca Raton, Florida. Access
Worldwide was formed and was wholly owned by several individuals (the "Former
Principal Stockholders"). In addition, certain Former Principal Stockholders
formed and owned the majority of another corporation, TelAc, Inc., which
operated in Dallas, Texas. On December 6, 1996, the Company and TelAc, Inc.
were merged. The merger was effected through a one-for-one share exchange,
with the stockholders of TelAc, Inc. receiving one Access Worldwide share for
every TelAc, Inc. share. The fair value of the consideration paid was based on
the fair value of shares of Access Worldwide, which was determined based on
the price being paid by third parties, at the time, to acquire shares of
Access Worldwide. The merger was accounted for using the purchase method of
accounting. TelAc, Inc. is included on a combined basis with the Company from
the date of its inception (July 1995) through December 6, 1996 due to common
ownership, common management and the integrated nature of business
activities/operations. All intercompany operations have been eliminated in the
Company's combined financial statements.

On December 6, 1996, the Company was recapitalized. The recapitalization
(the "Recapitalization") was effected by (i) the Company's issuance of common
and preferred shares to a group of investors, previously unaffiliated with the
Company (the "Investors"), for $2,100,000; (ii) the Company's issuance of
common shares to the then current management of the Company for $7,410; (iii)
the Company's borrowing of $13,000,000 from the Investors; and (iv) the
purchase and cancellation of common shares from the individuals owning common
shares before the Recapitalization (the Former Principal Stockholders) for
$18,000,000. After the Recapitalization, the Former Principal Stockholders of
the Company retained 18% of the outstanding common shares.

On January 1, 1997, TLM Holdings Corp. ("TLM"), an inactive corporation with
no assets, liabilities or operations, was formed by the Investors to purchase,
through a subsidiary, certain assets and assume certain liabilities of
TeleManagement Services, Inc. ("TMS") for $7,800,000. In connection with the
initial capitalization of TLM, the Investors purchased (a) 3,500,000 shares of
common stock of TLM for an aggregate purchase price of $199,500 and (b) 18,000
shares of mandatorily redeemable preferred stock of TLM for an aggregate
purchase price of $1,800,000. Since Access Worldwide and TLM were commonly
controlled companies effective with the acquisition on January 1, 1997, the
financial statements as of and for the year ended December 31, 1997 are
presented on a combined basis. All intercompany transactions and balances have
been eliminated.

27
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (Continued)

1. Business Description And Significant Accounting Policies -- (Continued)

On October 21, 1997, the Investors merged their interests in Access
Worldwide and TLM. As part of the merger, the Investors made a capital
contribution to the Company of the 3,500,000 shares of TLM common stock which
the Investors held. In addition, the 18,000 shares of TLM mandatorily
redeemable preferred stock held by the Investors were converted into 18,000
shares of Access Worldwide mandatorily redeemable preferred stock. The
remaining TLM stockholders received a one-for-one share exchange of 100,000
shares of TLM voting common stock for Access Worldwide voting common stock.
The merger of commonly controlled interests, was accounted for using the
historical costs of the respective businesses in a manner similar to a pooling
of interests. The acquisition of the minority interest in TLM was accounted
for using the purchase method.

Based on the merger of commonly controlled interests, the Company's
financial statements as of December 31, 1999 and 1998 have been consolidated
and all intercompany transactions and balances have been eliminated.

Cash and Cash Equivalents

All highly liquid investments with maturities of three months or less when
purchased are considered cash and cash equivalents.

Loan Origination Fees

Loan origination fees represent costs incurred in connection with the
Company's receipt of its Revolving Credit and Term Loan Facility. These fees,
which are included in other assets in the accompanying balance sheet, are
amortized as interest expense over the life of these facilities.

Computer Software

The Company has developed certain computer software and technically derived
procedures intended to maximize the quality and efficiency of its services.
Costs of purchased internal-use computer and telephone software are
capitalized and costs of internally developed internal-use computer software
are capitalized based on a project-by-project analysis of each project's
significance to the Company and its estimated useful life. All capitalized
software costs are amortized on a straight line method over a period of three
years.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets ranging from three to seven years. Leasehold
improvements are amortized over the term of the facilities' lease. When assets
are retired or otherwise disposed of, the cost and related accumulated
depreciation are removed from the accounts and any resulting gain or loss is
recognized in the period. Expenditures for maintenance and repairs are
expensed as incurred, while expenditures for major renewals that extend the
useful lives are capitalized.

Intangible Assets

Assets and liabilities acquired in connection with business combinations are
accounted for under the purchase method of accounting and are recorded at
their respective fair values. The excess of the purchase price over the fair
value of net assets acquired consists of noncompete agreements, customer
lists, assembled workforce and goodwill (the "intangible assets"). The
intangible assets are amortized on a straight-line basis over the estimated
useful lives of the assets, which range from three to thirty-five years.

28
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (Continued)

1. Business Description and Significant Accounting Policies -- (Continued)
Long-Lived Assets

Long-lived assets, including intangible assets, are reviewed for impairment
whenever events or changes in circumstances indicate that, based on estimated
future cash flows, the related carrying amounts may not be recoverable. When
required, impairment losses on assets are recognized based on the excess of
the asset's carrying amount over the fair value of the asset, and the long-
lived assets to be disposed of are reported at the lower of carrying amount or
fair value less cost to sell.

Deferred Revenue

Deferred revenues represent customer deposits for services that have been
contracted for but have not been fully performed.

Treasury Stock

The purchase of treasury stock was accounted for using the cost basis method
of accounting.

On September 10, 1998, the Board of Directors approved a 300,000 common
stock buyback program. At December 31, 1999, the Company had 165,000 shares of
common stock left to be repurchased under this program.

Revenue Recognition

Revenues received from database analysis, strategic planning,
telesales/services, direct mail, sales force support systems, sales territory
management and product sample fulfillment are recognized when services are
rendered. Revenues received from market research, contract services and
medical education and medical meetings management services are recognized
using the percentage of completion method.

Income Taxes

The Company elected to be treated as a C Corporation and therefore income
taxes are accounted for in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 109, Accounting for Income Taxes. Accordingly, deferred
tax assets and liabilities are recognized at applicable income tax rates based
upon future tax consequences of temporary differences between the tax basis
and financial reporting basis.

Earnings Per Share

Earnings per share are calculated in accordance with the provisions of SFAS
No. 128, Earnings Per Share (SFAS No. 128). SFAS No. 128 requires the Company
to report both basic earnings per share, which is based on the weighted-
average number of common shares outstanding, and diluted earnings per share,
which is based on the weighted average number of common shares outstanding and
all potentially dilutive common shares outstanding.

Stock-Based Compensation

SFAS No. 123, Accounting for Stock-based Compensation encourages, but does
not require, companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to account for its
stock-based compensation plan using the intrinsic value method prescribed in
Accounting Principles Board Opinion ("APB") No. 25, Accounting for Stock
Issued to Employees and its related Interpretations.

29
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (Continued)

1. Business Description and Significant Accounting Policies -- (Continued)
Accounting Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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 revenue and expenses
during the reporting periods. Actual results could differ from those
estimates.

Concentrations of Credit Risk

Financial instruments which potentially expose the Company to concentrations
of credit risk consist principally of cash, accounts receivable and unbilled
receivables. The Company maintains cash in bank deposit accounts which, at
times, may exceed federally insured limits. The Company has not experienced
any losses in such accounts and management believes the risk related to these
deposits is minimal. The Company does not require collateral or other security
to support credit sales. In addition, the Company maintains reserves for
potential credit losses.

Reclassifications

Certain reclassifications have been made to the December 31, 1998 and 1997
financial statements to conform to the December 31, 1999 presentation.

2. Financial Results and Liquidity

At the end of the second quarter of 1999, the Company reported operating
losses and as a result was in violation of certain financial covenants of its
Credit Facility ("Events of Default") with the Bank Group. Simultaneously, the
Company enacted a Corporate Plan to strengthen revenue growth, improve
operating performance and increase stockholder value over time.

Following the occurrence of the Events of Default, the Company operated
under a forbearance agreement with the Bank Group, which expired on November
8, 1999. The Company subsequently entered into an Amendment Agreement and
Waiver on April 14, 2000, which among other things, waived existing Events of
Default, reestablished financial covenants which management believes the
Company will be able to comply with, and limits the revolving credit facility
to $17 million. As a condition precedent to the Amendment Agreement and
Waiver, the Company also restructured its subordinated promissory notes. (See
Note 20)

At December 31, 1999, the Company had working capital of $8.2 million, an
increase of $6.2 million from December 31, 1998. The Company's primary sources
of liquidity consist of cash and cash equivalents, accounts receivable, and
the Credit Facility.

3. Leveraged Recapitalization

On December 6, 1996, the Company consummated a leveraged Recapitalization
(the "Recapitalization") pursuant to the Recapitalization and Investment
Agreement with the Company, the Former Principal Stockholders and the
Investors. The principal elements of the Recapitalization included the
following:

. Amendments to the certificate of incorporation to provide that the
authorized capital consists of 1,000,000 shares of $.01 par value
preferred stock of which 18,000 shares shall be designated as
cumulative mandatorily redeemable preferred stock; 19,500,000 shares of
$.01 par value voting common stock; and 500,000 shares of $.01 par
value non-voting common stock.

30
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (Continued)

3. Leveraged Recapitalization -- (Continued)

. The 2,000 shares of voting common stock held by the Former Principal
Stockholders were split at a rate of 2,150 shares for each share held
which resulted in 4,300,000 voting common shares issued and
outstanding.

. The sale of newly issued shares of common stock (3,000,000 shares of
voting stock and 500,000 shares of non-voting stock) and preferred
stock (18,000 shares of 8% cumulative redeemable stock) for cash of
$2,000,000 to the Investors. In addition, the Investors contributed
$112,000 to the Company.

. The borrowing of $13,000,000 in 8% subordinated promissory notes from
the Investors.

. The repurchase and cancellation of 3,500,000 shares of voting common
stock (out of 4,300,000 voting common shares) from the Former Principal
Stockholders for $15,000,000 in promissory notes due January 2, 1997
and $3,000,000 in 6% convertible subordinated notes. The Company
collateralized the promissory notes with an irrevocable letter of
credit and fully funded the letter of credit on December 6, 1996. The
$15,000,000 was paid to the Former Principal Stockholders on January 2,
1997.

4. Purchase Business Combinations

Effective October 1, 1998, Access Worldwide acquired all the outstanding
capital stock of AM Medica Communications, Ltd. ("AM Medica"), a New York
company. The purchase price was $22,512,700 in cash, 122,045 shares of the
Company's common stock, and a three year 6.5% subordinated promissory note in
the principal amount of $5,500,000. The purchase price also includes certain
future contingent payments of cash and the issuance of additional shares of
the Company's common stock dependent on the achievement of certain financial
goals by AM Medica. The ultimate amount of cash to be paid and the ultimate
number of shares of common stock to be issued cannot be determined until the
earnout period terminates and achievement of criteria is established.

The acquisition was accounted for using the purchase method of accounting.
Accordingly, the purchase price was allocated to assets and liabilities
acquired based on their estimated fair values. The financial statements
reflect the results of the acquisition from the date of acquisition.

Information with respect to the purchase of AM Medica is as follows:

<TABLE>
<S> <C>
Cash paid (net of cash acquired)................................... $22,512,700
Stock issued....................................................... 500,000
Notes issued....................................................... 5,500,000
Liabilities assumed................................................ 9,794,042
-----------
38,306,742
Fair value of tangible assets acquired............................. 10,140,715
-----------
Cost in excess of fair value of tangible assets acquired........... $28,166,027
===========
</TABLE>

The unaudited results of operations on a pro forma basis as if the
acquisition of AM Medica was made as of the beginning of the year for the year
ended December 31, 1998 is as follows:

<TABLE>
<S> <C>
Revenues........................................................... $92,238,844
Income from operations............................................. 11,708,370
Net income......................................................... 5,304,201
Earnings per share of common stock
Basic............................................................. $0.61
Diluted........................................................... $0.59
</TABLE>

31
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (Continued)

4. Purchase Business Combinations -- (Continued)

Certain purchase agreements require additional contingent payments if
certain financial goals are achieved. Of the aggregate amounts payable under
these agreements, 500,748 (including 15,455 shares of treasury stock) and
70,851 shares of the Company's common stock, valued at $4,498,568 and $695,056
were issued and $3,295,423 and $695,056 in cash was paid during 1999 and 1998,
respectively. As of December 31, 1999 and 1998, the Company has accrued
$973,507 and $8,474,698, respectively, as additional contingent payments in
accordance with certain purchase agreements.

Intangible Assets consist of the following:

<TABLE>
<CAPTION>
December 31,
Useful Life ------------------------
In Years 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
Goodwill............................... 35 $72,938,386 $69,335,377
Customer lists......................... 5 2,009,494 2,009,494
Assembled workforce.................... 3 1,471,844 1,471,844
Noncompete agreements.................. 7 874,034 874,034
----------- -----------
77,293,758 73,690,749
Less: Accumulated amortization......... (5,775,485) (2,664,954)
----------- -----------
Intangible assets, net................. $71,518,273 $71,025,795
=========== ===========
</TABLE>

5. Initial Public Offering

On February 13, 1998, the Company's initial public offering (the "Offering")
of 4,000,000 shares of common stock became effective. The proceeds received
from the initial public offering were used to retire the following long term
debt and associated accrued interest which was outstanding as of December 31,
1997:

<TABLE>
<S> <C>
8% subordinated promissory notes due to the Investors on
December 1, 2006.............................................. $13,021,000
8% subordinated promissory notes due to the Investors on
January 15, 2007 ............................................. 6,500,000
6% convertible subordinated promissory notes due to the Former
Principal Stockholders on December 1, 2000.................... 3,000,000
6% subordinated promissory note due to the former stockholders
of Phoenix.................................................... 2,500,000
8% subordinated promissory note due to the Investors on October
15, 2007 ..................................................... 13,546,000
Uncommitted line of credit facility............................ 1,490,000
Unpaid interest due............................................ 2,032,000
</TABLE>

Also, in conjunction with the Offering, the following occurred: (i) the 6%
convertible subordinated promissory note due to the former stockholder of
Phoenix for $2,500,000 was converted into 208,334 shares of common stock; (ii)
the Company's 36,000 shares of series 1996 and 1997 preferred stock were
converted into 65,000 shares of Series 1998 $0.01 par value preferred stock
with dividends payable per share in cash and non cash distributions equal to
the product of (x) 8.33 and (y) any per share dividends and distributions paid
on shares of common stock; mandatorily redeemable by the Company at a price of
$100 per share upon any other public offering, a change in control, or the
Company's achievement of net income of $10 million over any four consecutive
quarters; (iii) $2,900,000 of 8% subordinated promissory notes due to the
Investors on December 1, 2006 was converted into 29,000 shares of series 1998
preferred stock; (iv) the Company paid $299,000 in accrued interest on the
series 1996 preferred stock and (v) the 500,000 shares of non-voting common
stock were converted into 500,000 shares of voting common stock on a share-
for-share basis.

32
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (Continued)

6. Property and Equipment

Property and equipment consists of the following:

<TABLE>
<CAPTION>
December 31,
Useful Life ------------------------
In Years 1999 1998
------------- ----------- -----------
<S> <C> <C> <C>
Furniture and fixtures.............. 7 $ 2,304,494 $ 1,640,792
Telephone and office equipment...... 7 3,378,295 3,353,205
Computer equipment.................. 3-5 7,401,619 3,471,321
Leasehold improvements. ............ Life of lease 2,741,816 2,004,692
----------- -----------
15,826,224 10,470,010
Less: Accumulated depreciation...... (4,390,241) (1,904,822)
----------- -----------
Property and equipment, net......... $11,435,983 $ 8,565,188
=========== ===========
</TABLE>

Depreciation expense (including property and equipment held under capital
leases) was $2,410,874, $1,248,073 and $429,463 for the years ended December
31, 1999, 1998 and 1997, respectively.

7. Revenue From Significant Customer

A substantial portion of the Company's revenue is derived from one customer
which is included in the Consumer Segment (see Note 19). For the years ended
December 31, 1999, 1998 and 1997 revenues from that customer amounted to
approximately 29%, 36% and 59% of revenues, respectively. At December 31,
1999, 1998 and 1997 amounts due from that customer included in accounts
receivable amounted to approximately 16%, 21% and 39% of accounts receivable,
respectively.

8. Income Taxes

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
For the Years Ended December 31,
----------------------------------
1999 1998 1997
----------- ---------- ----------
<S> <C> <C> <C>
Current tax (benefit) expense:
Federal............................... $(1,842,045) $2,374,376 $1,228,697
State................................. (64,554) 436,728 132,435
----------- ---------- ----------
(1,906,599) 2,811,104 1,361,132
----------- ---------- ----------
Deferred tax expense (benefit):
Federal............................... 120,965 631,139 (155,622)
State................................. (7,496) 109,840 (24,026)
----------- ---------- ----------
113,469 740,979 (179,648)
----------- ---------- ----------
$(1,793,130) $3,552,083 $1,181,484
=========== ========== ==========
</TABLE>

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

33
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (Continued)

8. Income Taxes -- (Continued)

Deferred tax assets (liabilities) are comprised of the following:

<TABLE>
<CAPTION>
December 31,
----------------------
1999 1998
----------- ---------
<S> <C> <C>
Gross deferred tax assets:
Accrued severance pay............................. $ 277,716 $ --
Accrued vacations................................. 116,318 43,494
Accrued expenses.................................. -- 50,665
Allowance for doubtful accounts................... 70,883 15,902
Net operating losses carryforward................. 87,858 --
Other............................................. 50,069 --
----------- ---------
602,844 110,061
----------- ---------
Gross deferred tax liabilities:
Amortization of intangible assets................. (793,944) (383,565)
Depreciation...................................... (290,104) (451,208)
Other............................................. (265,354) (18,596)
----------- ---------
(1,349,402) (853,369)
----------- ---------
Net deferred tax liabilities........................ $ (746,558) $(743,308)
=========== =========
</TABLE>

For tax purposes, the Company had available at December 31, 1999 net
operating losses ("NOL") for state income tax purposes of approximately
$1,479,083 which will expire in the year 2006.

Deferred tax assets and liabilities are included in other current assets and
accounts payable and accrued expenses, respectively.

The effective tax rate was different from the federal statutory rate as
follows:

<TABLE>
<CAPTION>
For the Years
Ended December
31,
-----------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Statutory rate.............................................. (34)% 34% 34%
Meals and entertainment and officers' life insurance........ 1 1 --
State income taxes, net of federal benefit.................. -- 7 4
Preferred stock dividend treated as interest expense........ -- -- 4
Amortization of goodwill.................................... 2 1 6
Other items, net............................................ (1) 1 --
--- --- ---
(32)% 44% 48%
=== === ===
</TABLE>

34
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (Continued)

9. Indebtedness
<TABLE>
<CAPTION>
December 31,
------------------------
1999 1998
----------- -----------
<S> <C> <C>
The Company's borrowings consist of the following:
Revolving credit and term loan facility............. $40,537,901 $ --
Committed line of credit facility................... -- 25,588,089
6.5% subordinated promissory note due to the former
sole stockholder of AM Medica; principal due in
annual installments of $1,833,333 beginning October
24, 1999 and due in full on October 24, 2001;
interest at 6.5% per year payable semi-annually.... 5,219,000 5,500,000
6% convertible subordinated promissory note due to
stockholders; principal due in annual installments
of $60,000 beginning April 1, 1998 and due in full
on April 1, 2000; interest at 6% per year payable
quarterly; convertible into shares of common stock
at a price of $15 per share if the net revenues of
the applicable acquired firm's business for the
years ending December 31, 1997 through 1999 exceed
a specified target. This target was not met in 1999
and 1998........................................... 60,000 120,000
6% subordinated promissory note due to former
stockholder of TMS; principal due in annual
installments of $433,334 beginning January 15, 1998
and due in full on January 15, 2000; interest at 6%
per year payable annually.......................... 433,334 866,667
Amount due to former stockholder of TMS; principal
due in monthly payments of $12,500 plus interest at
8% through February 1, 1999........................ -- 13,437
6.5% subordinated promissory note due to the former
sole stockholder of CAG; principal due in quarterly
installments of $20,000 beginning January 1, 1998
and due in full on October 1, 2000; interest at
6.5% per year payable quarterly.................... 80,000 160,000
Capital leases payable in monthly installments of up
to $2,029 through November 2001.................... 57,356 61,812
Restrictive covenant payable in monthly installments
of $2,942 through August 1999...................... -- 22,676
----------- -----------
46,387,591 32,332,681
Less: Current portion............................... (5,018,873) (2,485,201)
----------- -----------
$41,368,718 $29,847,480
=========== ===========
</TABLE>

On January 20, 1998, the Company received a commitment from a bank for a
committed line of credit facility for $30,000,000. The credit agreement
provided for interest at a variable rate, which depended on certain financial
ratios, equal to (a) the LIBOR rate plus 1.25% to 2.00% or (b) the lead bank's
prime rate plus 0% to 0.375%.

On March 12, 1999, the Company received from a syndicate of financial
institutions (the "Bank Group"), (i) a revolving credit facility of
$40,000,000, with a sublimit of $5,000,000 for the issuance of standby letters
of credit and a sublimit of $5,000,000 for swingline loans, and (ii) a term
loan facility of $25,000,000 (collectively, the "Credit Facility"). All of the
foregoing bears interest at formula rates ranging from either (i) the higher
of (a) the Federal Funds Rate plus 0.50% and (b) the prime lending rate, plus
an applicable margin ranging from 0.0% to 1.0% or (ii) LIBOR, plus an
applicable margin ranging from 1.25% to 2.50%. The Company is required to pay
a commitment fee on the unused portions of the Credit Facility.

On March 12, 1999, $28,288,089 of the Credit Facility was used to extinguish
the Company's $30,000,000 committed line of credit. The Company recognized an
extraordinary after-tax charge of $101,686 or $0.01 per share for the write-
off of loan origination fees as a result of the extinguishment. In addition,
$2,500,000 of the Credit Facility was used to redeem 25,000 shares of the
Company's mandatorily redeemable preferred stock, Series 1998, at a price of
$100 per share. No gain or loss was recorded on the redemption of shares.

The Credit Facility is collateralized by substantially all of the assets of
the Company and has certain financial covenants. During 1999, the Company was
not in compliance with certain financial covenants ("Event of Defaults") of
its Credit Facility, and was engaged in negotiations to restructure the Credit
Facility with the Bank Group. On September 28, 1999, the Company entered into
a forbearance agreement ("the Agreement").

35
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (Continued)

9. Indebtedness -- (Continued)
The Agreement provided that the Bank Group (a) forbear exercising their right
to stop making extensions of credit and to accelerate the full outstanding
balance on the Credit Facility, which rights arose from the Event of Defaults,
(b) agree not to charge interest on the outstanding balance on the Credit
Facility at the full default rate (approximately 11%), and (c) continue to
make available to the Company draws as provided under the Credit Facility. In
addition, the Agreement limited the Company's ability to draw on its Credit
Facility to $16 million without prior consent of the Bank Group. The Agreement
was amended on October 22, 1999, and expired on November 8, 1999.

As a result of the default, on October 24, 1999, the Company failed to make
its scheduled payment of $1,833,333 on its 6.5%, $5,219,000 subordinated
promissory note to a former stockholder of AM Medica. The former stockholder's
employment agreement contains a provision that in the event of a default on
the subordinated promissory note, the Company has a period of 180 days to
remedy such default to keep the employment agreement binding. The period
expires on April 26, 2000. The subordinated promissory note accrued interest
at 12%, the default rate (See Note 20).

Aggregate annual principal maturities for indebtedness as of December 31,
1999 are as follows:

10. Operating Leases

The Company leases office space and operating equipment under non-cancelable
operating leases with terms ranging from three to ten years and expiring at
various dates through June 2008. Rent expense under operating leases was
$3,031,320, $2,081,597 and $1,002,223 for the years ended December 31, 1999,
1998 and 1997, respectively.

The Company leases office and warehouse facilities under a long-term
operating lease from a partnership comprised of stockholders and certain
former stockholders expiring November 2007. Rent expense under this agreement
totaled $702,860, $630,460 and $56,447 for the years ended December 31, 1999,
1998 and 1997, respectively. The Company has receivables from this partnership
in the amount of $7,043, $4,845 and $16,000 at December 31, 1999, 1998 and
1997, respectively.

36
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (Continued)

10. Operating Leases -- (Continued)

Aggregate minimum annual rentals under the operating leases as of December
31, 1999 are as follows:

<TABLE>
<S> <C>
2000.......................................................... $ 3,276,251
2001.......................................................... 3,135,220
2002.......................................................... 2,736,297
2003.......................................................... 2,520,633
2004.......................................................... 2,076,088
Thereafter.................................................... 1,546,862
-----------
$15,291,351
===========
</TABLE>

11. Sales-Type Leases

The Company leases equipment to customers under sales-type leases. The
current portion of the net investment in sales-type leases is included in
current other assets and the long-term portion is included in non-current
other assets. The components of the net investment in sales-type leases as of
December 31, 1999 and December 31, 1998 are as follows:

<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Minimum rental receivables............................ $418,632 $475,127
Less: unearned interest income........................ (16,086) (14,333)
-------- --------
Net investment in sales-type leases................... $402,546 $460,794
======== ========

Minimum aggregate rental receivables under existing leases as of December
31, 1999 were as follows:

2000.................................................. $272,376
2001.................................................. 130,170
--------
Total............................................... $402,546
========
</TABLE>

Under these leases, the Company also leases Company developed software and
is obligated to provide maintenance services.

37
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (Continued)

12. (Loss) Earnings Per Common Share

The following is the computation of basic and diluted earnings per common
share:

<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------------
(Loss) Income Shares Per Share
(Numerator) (Denominator) Amount
-------------- ------------- ---------
<S> <C> <C> <C>
1999
Basic............................. $(3,940,028) 9,403,291 $(0.42)
----------- --------- ------
Loss per share of common stock--
diluted ......................... $(3,940,028) 9,403,291 $(0.42)(1)
=========== ========= ======
1998
Basic............................. $ 4,520,832 8,645,076 $ 0.52
Effect of dilutive securities:
Stock options................... -- 75,802 --
Earnout contingency............. -- 159,755 --
----------- --------- ------
Earnings per share of common
stock--diluted................... $ 4,520,832 8,880,633 $ 0.51
=========== ========= ======
1997
Basic............................. $ 1,224,932 4,762,333 $ 0.26
Effect of dilutive securities:
Stock options................... -- 67,098 --
Convertible debt................ 19,375 43,403 --
----------- --------- ------
Earnings per share of common
stock--diluted................... $ 1,244,307 4,872,834 $ 0.26
=========== ========= ======
</TABLE>

(1) Since the effects of stock options and earnout contingencies are anti-
dilutive for the twelve months ended December 31, 1999, these effects have not
been included in the calculation of diluted earnings per share ("EPS") for
1999.

13. Mandatorily Redeemable Preferred Stock

Subsequent to the Recapitalization (see Note 3), Access Worldwide had the
authority to issue 1,000,000 shares of preferred stock, $.01 par value per
share.

The first series of preferred stock designated in 1996 by Access Worldwide
is 18,000 shares of non-voting cumulative mandatorily redeemable preferred
stock, $.01 par value ("Series 1996"). The holders of this stock were entitled
to receive dividends in cash, when and as declared by the Board of Directors,
at a rate of $8.00 per share per year payable quarterly commencing on March
31, 1997. Dividends were cumulative on these shares.

The second series of preferred stock designated in 1997 by Access Worldwide
was 18,000 shares of non-voting 8% cumulative mandatorily redeemable preferred
stock, $.01 par value ("Series 1997").

Note 5 describes the conversion of the both series 1996 and 1997 preferred
stock into a new series upon the completion of the Offering of the Company's
common stock.

During 1999, 25,000 shares of the Company's mandatorily redeemable preferred
stock. Series 1998 were redeemed at a price of $100 per share (see Note 9).

38
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (Continued)

14. Stock Option Plan

Effective May 1, 1997, the Company adopted the 1997 Stock Option Plan (the
"Plan") which is administered by the Compensation Committee of the Board of
Directors of the Company. During 1999, the Compensation Committee approved a
resolution to increase the maximum number of shares of common stock available
for award. Under the Plan, the number of available options increased from
800,000 to 1,300,000. The exercise price of each option must equal or exceed
the fair market value of the Company's stock on the date of the grant. An
option's maximum term is 10 years. Vesting terms are determined by the
Compensation Committee at the time of grant. The Plan terminates effective May
1, 2007.

The Company applies APB No. 25 and related Interpretations in accounting for
the Plan. Accordingly, no compensation cost has been recognized for options
granted under the Plan. Had compensation cost been determined based on the
fair value at the grant dates for awards under the Plan consistent with the
method of SFAS No. 123, excluding options with performance conditions, the
Company's net income and earnings per share would have been reduced to the pro
forma amounts of:

<TABLE>
<CAPTION>
Years Ended December 31,
1999 1998 1997
----------- ---------- ----------
<S> <C> <C> <C>
Net income
As reported............................. $(3,940,028) $4,520,832 $1,224,932
Pro forma............................... (4,419,691) 3,942,821 1,218,877
Earnings per share
As reported
Basic................................. $ (0.42) $ 0.52 $ 0.26
Diluted(1)............................ $ (0.42) $ 0.51 $ 0.26
Pro forma
Basic................................. $ (0.47) $ 0.46 $ 0.26
Diluted(1)............................ $ (0.47) $ 0.44 $ 0.26
</TABLE>

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following assumptions used for
grants in the year ended December 31, 1999: dividend yield of 0%; expected
volatility of 80%; risk-free interest rate at a weighted average of 5.97%;
expected option term of 5 years; and nominal option term of 10 years.
- - --------
(1) Since the effects of stock options and earnout contingencies are anti-
dilutive for the twelve months ended December 31, 1999, these effects
have not been included in the calculation of dilutive earnings per share
("EPS") for 1999.

39
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (Continued)

14. Stock Option Plan -- (Continued)

A summary of the status of the Plan, excluding options with performance
conditions, as of December 31, 1999, 1998 and 1997 and changes during the
years then ended is presented below.

<TABLE>
<CAPTION>
1999 1998 1997
----------------- -------------------- -----------------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
------- --------- ------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning
of year................ 763,450 $8.43 185,000 $6.53 -- --
Granted................. 477,000 2.41 597,250(1) 9.00(1) 185,000 $6.53
Forfeited............... 299,200 9.64 18,800(1) 7.70(1) -- --
------- ----- ------- ----- ------- -----
Outstanding at end of
year................... 941,250 $5.09 763,450 $8.43 185,000 $6.53
======= ===== ======= ===== ======= =====
Options exercisable at
year-end............... 192,240 125,640 --
======= ======= =======
Weighted-average fair
value of options
granted during the
year................... $1.65 $6.08 $1.56
</TABLE>

(1) Includes 6,100 shares subject to options granted in which the exercise
price was contingent upon the initial public offering that were forfeited
during fiscal 1998.

The following table summarizes information about stock options outstanding
at December 31, 1999:

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
- - ----------------------------------------------------- -------------------------
Weighted-
Average Weighted Weighted-
Range of Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life Price Exercisable Price
- - ------------- ----------- ----------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$ 0.25-$ 7.25 738,500 9.25 years $ 3.51 135,000 $ 5.06
8.00-$ 9.80 57,950 8.83 8.59 10,220 8.25
11.00-$12.00 144,800 8.50 11.74 47,020 11.99
------- -------
$ 0.25-$12.00 941,250 9.10 years $ 5.09 192,240 $ 6.92
======= =======
</TABLE>

15. Related Party Transactions

The Company paid consulting fees to a company owned by a stockholder's
brother totaling $216,432 during the year ended December 31, 1997.

For the years ended December 31, 1999, 1998 and 1997, the Company paid
payroll processing fees of $46,509, $359,663 and $215,674, respectively, to an
affiliated company.

During 1998, the Company paid a $750,000 fee to the Investors for their
assistance in effecting the initial public offering of the Company's common
stock, contingent upon the occurrence of the Offering of the Company. This fee
was charged against the proceeds of the Company's Offering (see Note 5).

The Company subleases a portion of its leased office space to a stockholder-
controlled corporation on a month-to-month basis for $52,800 and $13,200 for
the years ended December 31, 1999 and 1998, respectively. Amounts due from the
stockholder-controlled corporation at December 31, 1999 were $26,200.

40
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (Continued)

15. Related Party Transactions -- (Continued)

On September 1, 1999, the Compensation Committee approved a resolution to
move from a voluntary Board of Directors to a compensated Board of Directors.
The Company paid $47,250 in compensation to certain members of the Board of
Directors. Additionally, the Company paid $15,400 in consulting fees to a
member of the Board of Directors for services rendered during 1998.

16. Defined Contribution Plans

The Company has a defined contribution employee benefit plan which covers
substantially all employees of certain subsidiaries. The Company may make
discretionary contributions to the plan. During the years ended December 31,
1999 and 1998, $133,499 and $184,754, respectively, was contributed to the
plan. No contribution was made to the plan for the year ended December 31,
1997.

The Company also sponsors a defined contribution profit sharing plan
covering full-time employees of a specific subsidiary. Contributions are made
at the discretion of the Company. Plan contributions for the years ended
December 31, 1999, 1998 and 1997 totaled $0, $322,862 and $15,826,
respectively.

17. Commitments and Contingencies

Employment Agreements

In connection with certain acquisitions and in the normal course of
business, the Company has entered into employment agreements with management
employees, certain of whom are stockholders of the Company, which expire at
various times through 2004. The employment agreements have terms up to five
years and require annual payments of $2,568,000 with bonus amounts of up to
$418,600 per year.

Contingent Consideration in Business Acquisitions

In connection with certain acquisitions, the Company has entered into
contractual arrangements whereby shares of Company common stock and cash may
be issued to former owners of acquired businesses upon attainment of specified
financial criteria over three to five years as set forth in the respective
agreements. The amount of shares and cash to be issued cannot be fully
determined until the periods expire and the attainment of the criteria is
established. If the criteria are attained, but not exceeded, the amount of
shares which could be issued and cash which could be paid subsequent to
December 31, 1999 under all agreements is 1,000,000 shares and $7,398,000,
respectively. If the targets are exceeded by 10%, the amount of shares which
could be issued and cash which could be paid subsequent to December 31, 1999
under all agreements is 1,066,000 shares and $7,644,000, respectively. The
Company accounts for this additional consideration, when the specified
financial criteria are achieved and is payable, as additional purchase price
for the related acquisition.

18. Fair Value of Financial Instruments

The carrying amount of accounts receivable, other assets, accounts payable,
accrued expenses, capital lease obligations, amount due under line of credit
facility and deferred revenue approximate fair value.

The fair value of the Company's long-term debt is determined by calculating
the present value of expected future cash outlays associated with the debt
instruments. The discount rate used is equivalent to the current rate offered
to the Company for debt of the same maturities at December 31, 1999. The fair
value of the Company's long-term indebtedness approximates the carrying value.

19. Segments

In accordance with SFAS No. 131, Disclosures about Segments of an Enterprise
and Related Information, the Company's reportable segments are strategic
business units that offer different products and services to different
industries throughout the United States.

41
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (Continued)

19. Segments -- (Continued)

The Company's reportable segments are as follows:

-- Pharmaceutical Marketing Service Segment ("Pharmaceutical")--provides
outsourced services to the pharmaceutical industry.

-- Consumer and Business Services Segment ("Consumer")--provides consumer
and multilingual tele-marketing services to the telecommunications and
financial services industries.

--Other Segment--provides quantitative and qualitative research to various
corporations worldwide.

The Pharmaceutical Segment consists of three business units: TMS
Professional Markets Group, Phoenix Marketing Group and AM Medica
Communications Group.

The Company's accounting policies for these segments are the same as those
described in the summary of Significant Accounting Policies, except that
income tax expense is not allocated to each segment. In addition, Access
Worldwide evaluates the performance of its segments and allocates resources
based on gross margin, earnings before interest and taxes ("EBIT") and net
income/loss.

The table below presents information about net income/loss and segments used
by the chief operating decision-maker of Access Worldwide as of and for the
years ended December 31, 1999, 1998 and 1997:

<TABLE>
<CAPTION>
Segment
Pharmaceutical Consumer Other Total Reconciliation Total
-------------- ----------- ---------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
1999:
Revenues................ $46,831,543 $31,427,402 $4,265,866 $ 82,524,811 $ (9,697) $ 82,515,114
Gross profit............ 20,668,270 8,895,468 2,099,432 31,663,170 (9,697) 31,653,473
EBIT.................... 5,798,526 (2,731,970) (68,903) 2,997,653 (4,905,459) (1,907,806)
Depreciation expense.... 1,108,252 1,209,840 50,737 2,368,829 42,045 2,410,874
Amortization expense.... 2,684,786 338,565 87,180 3,110,531 -- 3,110,531
Total assets............ 81,162,053 22,590,294 2,281,474 106,033,821 3,490,209 109,524,030
1998:
Revenues................ $39,747,370 $30,032,901 $3,450,953 $ 73,231,224 $ 3,061 $ 73,234,285
Gross profit............ 17,830,837 12,378,692 1,930,382 32,139,911 3,061 32,142,972
EBIT.................... 7,217,351 4,738,536 234,557 12,190,444 (3,210,218) 8,980,226
Depreciation expense.... 678,511 507,838 36,029 1,222,378 25,696 1,248,074
Amortization expense.... 1,308,665 338,743 83,964 1,731,372 -- 1,731,372
Total assets............ 79,479,981 22,203,576 2,586,517 104,270,074 152,142 104,422,216
1997:
Revenues................ $12,348,689 $23,526,859 $ 777,341 $ 36,652,889 $ -- $ 36,652,889
Gross profit............ 5,538,083 8,879,315 422,531 14,839,929 -- 14,839,929
EBIT.................... 1,963,230 4,074,220 27,624 6,065,074 (1,035,316) 5,029,758
Depreciation expense.... 152,479 276,087 -- 428,566 897 429,463
Amortization expense.... 539,401 333,307 27,988 900,696 -- 900,696
Total assets............ 31,674,262 18,808,595 2,183,447 52,666,304 13,815 52,680,119
</TABLE>

42
<PAGE>

ACCESS WORLDWIDE COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS -- (Continued)

20. Subsequent Events

Subordinated Promissory Note Due to Former Stockholder

Due to the Events of Default on the Credit Facility, the Company was not
allowed to make any payments on its subordinated promissory notes. Therefore,
on January 2, 2000, February 14, 2000 and April 1, 2000, the Company was
unable to make its scheduled payments of $20,000, $433,333, and $60,000 on its
subordinated promissory notes due to the former stockholders of Cultural
Access Group, TMS and TelAc, respectively. As a result, the interest rate on
the subordinated promissory note due to the former stockholder of TMS
increased to 10% from 6%.

On April 14, 2000, the Company entered into an Amendment Agreement and
Waiver (the "Amendment") to the Credit Facility with the Bank Group. The
Amendment (a) provides that the Bank Group waive the Events of Default and
amend certain provisions of the Credit Facility, including the reestablishment
of financial covenants, (b) limits the revolving credit facility to $17
million, and (c) increases the interest rate on the outstanding Credit
Facility to prime plus 3.0%, (d) allows certain payments to be made by the
Company on its subordinated promissory notes based on amended or original
agreements, (e) requires payment of a monitoring and amendment fee to the Bank
Group equal to approximately 1.0% the sum of (i) the Aggregate Revolving
Committed Amount and (ii) the outstanding principal balance of the Term Loan
on such date. The Amendment expires on July 1, 2001.

The 6.5% subordinated promissory note due to a former stockholder of AM
Medica was amended to allow monthly payments of $150,000 and two payments of
$250,000 in 2000. In addition, the subordinated promissory note as amended,
bears an interest rate of 12% and is due in full on October 1, 2003.

The 6% subordinated promissory note due to former stockholder of TMS was
amended to allow for interest payments at the non-default rate of 6% and a
payment of $433,334 plus accrued interest in excess of the non-default rate of
10% which is due on July 11, 2007.

The remaining subordinated promissory notes will be paid during the year
2000.

43
<PAGE>

Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosures

There were no reportable events.

PART III

Item 10. Directors and Executive Officers of the Registrant

The information appearing under the caption "Directors and Executive
Officers" in the registrant's definitive proxy statement related to the Annual
Meeting of Stockholders to be held on or about May 30, 2000 is incorporated by
reference.

Item 11. Executive Compensation

The information appearing under the caption "Executive Compensation" in the
registrant's definitive proxy statement relating to the Annual Meeting of
Stockholders to be held on or about May 30, 2000 is incorporated herein by
reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The information appearing under the caption "Principal and Management
Stockholders" in the registrant's definitive proxy statement relating to the
Annual Meeting of Stockholders to be held on or about May 30, 2000 is
incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

The information appearing under the caption "Certain Transactions" in the
registrant's definitive proxy statement relating to the Annual Meeting of
Stockholders to be held on or about May 30, 2000 is incorporated herein by
reference.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(1) Financial Statements.

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants...................... 22
Balance Sheets.......................................................... 23
Statements of Operations................................................ 24
Statements of Changes in Common Stockholders' Equity (Deficit).......... 25
Statements of Cash Flows................................................ 26
Notes to Financial Statements........................................... 27
</TABLE>

(a)(2) Schedules.

Schedule II--Valuation and Qualifying Accounts

44
<PAGE>

Schedule II: Valuation and Qualifying Accounts

Years Ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
Balance At Balance At
Beginning Charged to End
Of Period Expense Deductions Of Period
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Year ended December 31,
1999:
Allowance for doubtful
accounts................... $184,801 $1,089,365 $(1,161,084) $113,082
Year ended December 31, 1998
Allowance for doubtful
accounts................... 279,935 (28,428) (66,706) 184,801
Year ended December 31, 1997
Allowance for doubtful
accounts................... 182,604 506,202 (408,871) 279,935
</TABLE>

All other schedules have been omitted because they are not applicable
or are not required under Regulation S-X.

(3) The exhibits required to be filed as part of this Annual Report on Form
10-K are contained in the attached Index to Exhibits.

45
<PAGE>

POWER OF ATTORNEY

The Registrant and each person whose signature appears below hereby appoint
Michael Dinkins and Richard Lyew as attorneys-in-fact with full power of
substitution, severally, to execute in the name and on behalf of the
Registrant and each such person, individually and in each capacity stated
below, one or more amendments to the annual report which amendments may make
such changes in the report as the attorney-in-fact acting in the premises
deems appropriate and to file any such amendment to the report with the
Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: March 30, 2000

Access Worldwide Communications,
Inc.

By
-----------------------------------
Michael Dinkins, Chairman of the
Board, President
and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael Dinkins Chairman of the Board, March 30, 2000
______________________________________ President and Chief
(Michael Dinkins) Executive Officer and
Director (principal
executive officer)
/s/ Richard A. Lyew Vice President and March 30, 2000
______________________________________ Corporate Controller
(Richard A. Lyew) (principal financial and
accounting officer)
/s/ Peter D. Bewley Director March 30, 2000
______________________________________
(Peter D. Bewley)
/s/ Liam S. Donohue Director March 30, 2000
______________________________________
(Liam S. Donohue)
/s/ Lee H. Edelstein Director March 30, 2000
______________________________________
(Lee H. Edelstein)
/s/ Shawkat Raslan Director March 30, 2000
______________________________________
(Shawkat Raslan)
</TABLE>

46
<PAGE>

Index to Exhibits

<TABLE>
<CAPTION>
Exhibit
Number Page
------- ----
<C> <S> <C>
2(a) Agreement and Plan of Merger, dated as of December 6, 1996, by
and between the Company and TelAc, Inc. (incorporated by
reference to Exhibit 2(a) to the Company's Registration
Statement on Form S-1 (Registration No. 333-38845) filed with
the Commission on October 27, 1997).
2(b) Recapitalization and Investment Agreement, dated December 6,
1996, by and among Telephone Access, Inc., the shareholders of
Telephone Access, Inc., Abbingdon Venture Partners Limited
Partnership ("Abbingdon-I"), Abbingdon Venture Partners Limited
Partnership-II ("Abbingdon-II") and Abbingdon Venture Partners
Limited Partnership-III ("Abbingdon-III") (incorporated by
reference to Exhibit 2(b) to the Company's Registration
Statement on Form S-1 (Registration No. 333-38845) filed with
the Commission on October 27, 1997).
2(c) Agreement of Purchase and Sale, dated as of January 1, 1997, by
and among TeleManagement Services, Inc., Lee H. Edelstein and
TLM Holdings Corp. (incorporated by reference to Exhibit 2(c)
to the Company's Registration Statement on Form S-1
(Registration No. 333-38845) filed with the Commission on
October 27, 1997).
2(d) Agreement of Purchase and Sale, dated as of September 1, 1997,
by and among Hispanic Market Connections, Inc., M. Isabel
Valdes and the Company (incorporated by reference to Exhibit
2(d) to the Company's Registration Statement on Form S-1
(Registration No. 333-38845) filed with the Commission on
October 27, 1997).
2(e) Agreement of Purchase and Sale, dated as of October 1, 1997 by
and among Phoenix Marketing Group, Inc., Douglas Rebak, Joseph
Macaluso and the Company (incorporated by reference to Exhibit
2(e) to the Company's Registration Statement on Form S-1
(Registration No. 333-38845) filed with the Commission on
October 27, 1997).
2(f) Agreement of Purchase and Sale dated as of October 24, 1998, by
and among AM Medica Communications, Ltd., Ann Holmes and the
Company (incorporated by reference to Exhibit 2(a) to the
Company's Current Report on Form 8-K dated October 24, 1998).
3(a) Amended and Restated Certificate of Incorporation of the
Company, as amended to date (incorporated by reference to
Exhibit 3(a) to the Company's Registration Statement on Form S-
1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
3(b) By-Laws of the Company (incorporated by reference to Exhibit
3(b) to the Company's Registration Statement on Form S-1
(Registration No. 333-38845) filed with the Commission on
October 27, 1997).
3(c) Certificate of Ownership and Merger of Access Worldwide
Communications, Inc. into the Company (incorporated by
reference to Exhibit 3(c) to the Company's Annual Report on
Form 10-K for year ended December 31, 1998).
4(a) The Company's 1997 Stock Option Plan (incorporated by reference
to Exhibit 4 to the Company's Registration Statement on Form S-
1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
4(b) Preferred Stock, Series 1998 Agreement by and between the
Company and Abbingdon-I and Abbingdon-II (incorporated by
reference to Exhibit 4(b) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1998).
10(a) Credit Agreement dated April 9, 1998, by and among the Company,
NationsBank, National Association and the other lenders party
thereto (incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998).
</TABLE>

47
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Page
------- ----
<C> <S> <C>
10(b) Credit Agreement dated March 12, 1999 by and among the Company,
certain subsidiaries of the Company as guarantors, NationsBank,
N.A., as lender and agent and the other lenders party thereto
(incorporated by reference to Exhibit 10(b) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1998).
10(c) 6% Convertible Subordinated Promissory Note of the Company,
dated October 17, 1997, payable to the order of Phoenix
Marketing Group, Inc. (incorporated by reference to Exhibit
10(i) to the Company's Registration Statement on Form S-1
(Registration No. 333-38845) filed with the Commission on
October 27, 1997).
10(d) 6% Redeemable Subordinated Promissory Note of the Company,
dated October 17, 1997, payable to the order of Phoenix
Marketing Group, Inc. (incorporated by reference to
Exhibit 10(j) to the Company's Registration Statement on Form
S-1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
10(e) Stock Purchase Agreement, dated December 6, 1996, by and
between the Company and John E. Jordan (incorporated by
reference to Exhibit 10(k) to the Company's Registration
Statement on Form S-1 (Registration No. 333-38845) filed with
the Commission on October 27, 1997).
10(f) Stock Purchase Agreement, dated January 15, 1997, between TLM
Holdings Corp. and Lee H. Edelstein (incorporated by reference
to Exhibit 10(l) to the Company's Registration Statement on
Form S-1 (Registration No. 333-38845) filed with the Commission
on October 27, 1997).
10(g) Stock Purchase Agreement, dated April 1, 1997, by and between
the Company and John Fitzgerald (incorporated by reference to
Exhibit 10(m) to the Company's Registration Statement on Form
S-1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
10(h) Employment Agreement dated December 6, 1996, by and between the
Company and John E. Jordan (incorporated by reference to
Exhibit 10(n) to the Company's Registration Statement on Form
S-1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
10(i) Employment Agreement, dated January 15, 1997, by and between
TLM Holdings Corp. and Lee Edelstein (incorporated by reference
to Exhibit 10(o) to the Company's Registration Statement on
Form S-1 (Registration No. 333-38845) filed with the Commission
on October 27, 1997).
10(j) Employment Letter Agreement, dated April 1, 1997, by and
between the Company and John Fitzgerald (incorporated by
reference to Exhibit 10(p) to the Company's Registration
Statement on Form S-1 (Registration No. 333-38845) filed with
the Commission on October 27, 1997).
10(k) Employment Agreement, dated August 1, 1997, by and between the
Company and Michael Dinkins (incorporated by reference to
Exhibit 10(q) to the Company's Registration Statement on Form
S-1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
10(l) Employment Agreement, dated October 17, 1997, by and between
the Company and Douglas Rebak (incorporated by reference to
Exhibit 10(r) to the Company's Registration Statement on Form
S-1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
10(m) Agreement, effective January 1, 1997, by and between the
Company and Sprint/United Management Company, together with
contract orders related thereto (incorporated by reference to
Exhibit 10(s) to the Company's Registration Statement on Form
S-1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
</TABLE>

48
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Page
------- ----
<C> <S> <C>
10(n) Database Licensee Agreement for the AMA Physician Professional
Data, effective January 1, 1996, between the Company and the
American Medical Association (incorporated by reference to
Exhibit 10(t) to the Company's Registration Statement on Form
S-1 (Registration No. 333-38845) filed with the Commission on
October 27, 1997).
10(o) 6.5% Subordinated Promissory Note of the Company dated October
24, 1998, payable to the order of Ann Holmes (incorporated by
reference to Exhibit 2(b) to the Company's Current Report on
Form 8-K dated October 24, 1998).
10(p) Employment Agreement dated October 24, 1998 by and between the
Company and Ann Holmes (incorporated by reference to Exhibit 10
to the Company's Current Report on Form 8-K dated October 24,
1998).
10(q) Employment Agreement dated January 15, 1997 by and between TLM
Acquisition Corp. (a subsidiary of the Company) and Mary
Sanchez (incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998).
10(r) Employment Agreement dated September 24, 1997 by and between
the Company and M. Isabel Valdes (incorporated by reference to
Exhibit 10(r) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998).
10(s) Employment Agreement between the Company and Michael Dinkins
(incorporated by reference to Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1999).
10(t) Severance Arrangement/Closing Inducement between the Company
and Richard Lyew (incorporated by reference to Exhibit 10.4 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999).
10(u) Severance Arrangement/Closing Inducement between the Company
and Jack Hamerski (incorporated by reference to Exhibit 10.5 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999).
10(v) Severance Arrangement/Closing Inducement between the Company
and Mary Sanchez (incorporated by reference to Exhibit 10.6 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999).
10(w) Severance Arrangement/Closing Inducement between the Company
and Andrea Greenan (incorporated by reference to Exhibit 10.7
to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999).
10(x) Amendment Agreement and Waiver to Credit Agreement dated April
14, 2000 by and among the Company, certain subsidiaries of the
Company as guarantors, Bank of America, N.A., successor to
NationsBank, N.A., as lender and agent and the other lenders
party.
10(y) Consultant Agreement dated April 14, 2000 between the Company
and Ann Holmes.
10(z) Amendment to Subordinated Promissory Notes of the Company dated
April 14, 2000, payable to the order of Ann Holmes.
10(aa) Amendment to Note Subordination Agreement dated April 14, 2000
between the Company and Ann Holmes.
10(bb) Amendment to Contingent Subordination Agreement dated April 14,
2000 between the Company and Ann Holmes.
10(cc) Amendment to Agreement of Purchase and Sale dated April 14,
2000, by and among AM Medica Comunications, Ltd., Ann Holmes
and the Company.
</TABLE>

49
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Page
------- ----
<C> <S> <C>
10(dd) Amendment to Subordinated Security Agreement dated April 14,
2000 between the Company and Ann Holmes.
10(ee) Amendment to Subordinated Promissory note of the Company dated
April 14, 2000, payable to the order of Lee Edelstein.
10(ff) Amendment to Agreement of Purchase and Sale dated April 14,
2000, by and among TeleManagement Services, Inc., Lee Edelstein
and the Company.
21 Subsidiaries of the Company (incorporated by reference to
Exhibit 21 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1998).
24 Powers of Attorney (see Power of Attorney in Form 10-K).
27 Financial Data Schedules.
</TABLE>

<PAGE>

EXECUTION COPY

AMENDMENT AGREEMENT AND WAIVER

THIS AMENDMENT AGREEMENT AND WAIVER (this "Amendment"), dated as of April 13,
---------
2000, is by and among Access Worldwide Communications, Inc. (the "Borrower"),
--------
certain subsidiaries of the Borrower identified on the signature pages hereto
(the "Guarantors"), the lenders identified on the signature pages hereto (the
----------
"Lenders") and Bank of America, N.A., successor to NationsBank, N.A., as agent
- - --------
for the Lenders (in such capacity, the "Agent").
-----

W I T N E S S E T H

WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent have entered
into that certain Credit Agreement dated as of March 12, 1999 (the "Credit
------
Agreement");
- - ---------

WHEREAS, as of the date hereof, the outstanding principal balance of the
Revolving Loans is $15,537,232.63, and the outstanding principal balance of the
Term Loan is $25,000,000.

WHEREAS, the Credit Parties have: (a) as of the fiscal quarters ended June 30,
1999, September 30, 1999 and December 31, 1999, respectively, exceeded the
maximum Consolidated Leverage Ratio allowed by Section 7.9(a) of the Credit
Agreement, (b) as of the fiscal quarters ended June 30, 1999, September 30, 1999
and December 31, 1999, respectively, exceeded the maximum Consolidated Senior
Leverage Ratio allowed by Section 7.9(d) of the Credit Agreement and (c) as of
the fiscal quarters ended September 30, 1999 and December 31, 1999,
respectively, failed to maintain the minimum Consolidated Fixed Charge Coverage
Ratio allowed under Section 7.9(b) of the Credit Agreement (collectively, the
"Acknowledged Events of Default");
- - -------------------------------

WHEREAS, the Borrower, the Guarantors, the Agent and the Lenders entered into
that certain Forbearance Agreement (the "Forbearance Agreement") dated as of
---------------------
September 28, 1999 wherein the Agent and the Lenders agreed to forbear from
exercising certain of their rights which arose from those Acknowledged Events of
Default that existed at the time of the Forbearance Agreement pursuant to the
terms and conditions of the Forbearance Agreement;

WHEREAS, the obligations of the Agent and the Lenders to forbear the exercise
of certain rights and remedies expired on October 22, 1999 pursuant to the terms
of the Forbearance Agreement; and

WHEREAS, the Credit Parties have asked the Lenders to waive the Acknowledged
Events of Default and to amend certain provisions of the Credit Agreement, and
the Lenders have agreed to do so, but only on the terms and conditions set forth
herein;

NOW, THEREFORE, in consideration of the agreements herein contained, the parties
hereby agree as follows:
<PAGE>

PART I
DEFINITIONS

SUBPART 1.1. Definitions. Unless otherwise defined herein, or the
-----------
context otherwise requires, terms used in this Amendment, including its preamble
and recitals, have the meanings provided in the Credit Agreement.

PART II
AMENDMENTS AND AGREEMENTS

SUBPART 2.1. Amendments to Section 1.1.
-------------------------

(a) Amended and Restated Definitions. The following definitions are
--------------------------------
amended and restated in their entireties:

"Aggregate Revolving Committed Amount" means the aggregate
------------------------------------
amount of Revolving Commitments in effect from time to time, not to
exceed SEVENTEEN MILLION DOLLARS ($17,000,000.00).

"Applicable Percentage" means for any day, the following per
---------------------
annum rates: (i) 3.0% for all Loans, effective as of October 31, 1999
(ii) 2.50% for the Letter of Credit Fee, effective as of October 31,
1999 and (iii) .60% for the Commitment Fee, effective as of January 1,
2000.

"Interest Payment Date" means as to any Loan, the last day of
---------------------
each month, the date of repayment of principal of such Loan, and the
Termination Date. If an Interest Payment Date falls on a date which
is not a Business Day, such Interest Payment Date shall be deemed to
be the next succeeding Business Day.

"Termination Date" means July 1, 2001.
----------------

(b) New Definitions. The following new definitions are hereby
---------------
added to Section 1.1 of the Credit Agreement in the alphabetically
appropriate places:

"Amendment Effective Date" means April 14, 2000.
------------------------

"Borrowing Base" means, as of any day, an amount equal to one
--------------
hundred fifty percent (150%) of Eligible Accounts Receivable as set
forth in the most recent Borrowing Base Certificate delivered to the
Agent and the Lenders in accordance with the terms of Section 7.1(c).

"Borrowing Base Certificate" shall have the meaning assigned
--------------------------
to such term in Section 7.1(c).

"Eligible Accounts Receivable" means, at any time, all accounts
----------------------------
receivable of the Borrower except: (i) any account receivable which
------
is (a) not subject to a
<PAGE>

perfected, first priority Lien in favor of the Agent to secure the
Obligations or (b) subject to any other Lien that is not a Permitted
Lien; (ii) accounts receivable which are more than 90 days past due or
120 days past invoice date (net of reserves for bad debts in
connection with any such accounts receivable); (iii) accounts
receivable due from an account debtor whose indebtedness to the
Borrower on accounts receivable which are more than 90 days past due
or 120 days past the invoice date exceeds fifty percent (50%) of such
account debtor's total indebtedness to the Borrower; (iv) accounts
receivable evidenced by notes, chattel paper or other instruments,
unless such notes, chattel paper or instruments have been delivered to
and are in the possession of the Agent; (v) accounts receivable owing
by an account debtor which is not solvent or is subject to any
bankruptcy or insolvency proceeding of any kind; (vi) accounts
receivable owing by an account debtor located outside of the United
States (unless (A) such account Debtor is a Permitted Foreign Account
Debtor or (B) payment for the services performed is secured by an
irrevocable letter of credit in a form and from an institution
acceptable to the Agent); (vii) accounts receivable which are
contingent or subject to colorable offset, deduction, counterclaim,
dispute or other defense to payment, in each case to the extent of
such offset, deduction, counterclaim, dispute or other defense; (viii)
accounts receivable for which any direct or indirect Subsidiary or any
Affiliate is the account debtor; (ix) accounts receivable representing
a sale to the government of the United States or any subdivision
thereof unless the Federal Assignment of Claims Act and other similar
applicable laws have been complied with to the satisfaction of the
Agent with respect to the granting of a security interest in such
accounts receivable; and (x) accounts receivable which fail to meet
such other reasonable specifications and requirements as may from time
to time be established by the Agent in its reasonable discretion.

"Permitted Foreign Account Debtor" means any of the Persons
--------------------------------
listed on Schedule 7.1(c).

SUBPART 2.2. Amendment to Section 2.1(a). Section 2.1(a) of the Credit
---------------------------
Agreement is amended and restated in its entirety to read as follows:

(a) Revolving Commitment. During the Commitment Period, subject to
--------------------
the terms and conditions hereof, each Revolving Lender severally agrees to
make revolving credit loans (the "Revolving Loans") to the Borrower from
---------------
time to time in the amount of such Revolving Lender's Revolving Commitment
Percentage of such Revolving Loans for the purposes hereinafter set forth;
provided that (i) with regard to the Revolving Lenders collectively, the
--------
aggregate principal amount of Revolving Obligations outstanding at any time
shall not exceed the lesser of (A) the Aggregate Revolving Committed Amount
or (B) the Borrowing Base, and (ii) with regard to each Revolving Lender
individually, such Revolving Lender's Revolving Commitment Percentage of
Obligations outstanding at any time shall not exceed the lesser of (A) such
Revolving Lender's Revolving Committed Amount or (B) such Revolving
Lender's Revolving Commitment Percentage of the Borrowing Base. Revolving
Loans shall consist of Base
<PAGE>

Rate Loans only, and may be repaid and reborrowed in accordance with the
provisions hereof.

SUBPART 2.3. Amendment to Section 2.2(a). Section 2.2(a) of the Credit
---------------------------
Agreement is amended and restated in its entirety to read as follows:

(a) Issuance. During the Commitment Period, subject to the terms and
--------
conditions hereof and of the LOC Documents, if any, and such other terms
and conditions which the Issuing Lender may reasonably require, the Issuing
Lender shall issue, and the Revolving Lenders shall participate in, such
Letters of Credit as the Borrower may request for its own account or for
the account of another Credit Party as provided herein, in a form
acceptable to the Issuing Lender, for the purposes hereinafter set forth;
provided that (i) the aggregate amount of LOC Obligations shall not exceed
--------
FIVE MILLION DOLLARS ($5,000,000) at any time (the "LOC Committed Amount"),
--------------------
(ii) with regard to the Revolving Lenders collectively, the aggregate
principal amount of Revolving Obligations outstanding at any time shall not
exceed the lesser of (A) the Aggregate Revolving Committed Amount or (B)
the Borrowing Base, and (iii) with regard to each Revolving Lender
individually, such Revolving Lender's Revolving Commitment Percentage of
Revolving Obligations outstanding at any time shall not exceed the lesser
of (A) such Revolving Lender's Revolving Committed Amount or (B) such
Revolving Lender's Revolving Commitment Percentage of the Borrowing Base.
Letters of Credit issued hereunder shall not have an original expiry date
more than one year from the date of issuance or extension, nor an expiry
date, whether as originally issued or by extension, extending beyond the
Termination Date. Each Letter of Credit shall comply with the related LOC
Documents. The issuance date of each Letter of Credit shall be a Business
Day.

SUBPART 2.4. Amendment to Section 2.3(a). Section 2.3(a) of the Credit
---------------------------
Agreement is amended and restated in its entirety to read as follows:

(a) Swingline Commitment. During the Commitment Period, subject to
--------------------
the terms and conditions hereof, the Swingline Lender, in its individual
capacity, agrees to make certain revolving credit loans requested by the
Borrower in Dollars to the Borrower (each a "Swingline Loan" and,
--------------
collectively, the "Swingline Loans") for the purposes hereinafter set
---------------
forth; provided, however, (i) the aggregate principal amount of Swingline
-------- -------
Loans outstanding at any time shall not exceed FIVE MILLION DOLLARS
($5,000,000) (the "Swingline Committed Amount"), and (ii) with regard to
--------------------------
the Revolving Lenders collectively, the aggregate principal amount of
Revolving Obligations outstanding at any time shall not exceed the lesser
of (A) the Aggregate Revolving Committed Amount or (B) the Borrowing Base.
Swingline Loans hereunder shall be made as Base Rate Loans, and may be
repaid or reborrowed in accordance with the provisions hereof.
<PAGE>

SUBPART 2.5. Amendment to Section 2.4(d). Section 2.4(d) of the Credit
---------------------------
Agreement is amended and restated in its entirety to read as follows:

(d) Repayment. The aggregate principal amount of the Term Loan shall be
---------
repaid as follows:

(i) Monthly Installments.
---------------------

Date Amount
------------------------ ----------
Amendment Effective Date $ 525,000
April 30, 2000 $ 275,000
May 31, 2000 $ 275,000
June 30, 2000 $ 275,000
July 31, 2000 $ 275,000
August 31, 2000 $ 275,000
September 30, 2000 $ 275,000
October 31, 2000 $ 275,000
November 30, 2000 $ 275,000
December 31, 2000 $ 275,000
January 31, 2001 $ 275,000
February 28, 2001 $ 275,000
March 31, 2001 $ 275,000
April 30, 2001 $ 600,000
May 31, 2001 $ 600,000
June 30, 2001 $ 600,000
----------

Total $5,625,000

(ii) Final Payment.
-------------

The remaining outstanding balance of the Term Loan shall be due and
payable on July 1, 2001.

SUBPART 2.6. Amendment to Section 3.3(b)(i). Section 3.3(b)(i) of the
------------------------------
Credit Agreement is amended and restated in its entirety to read as follows:

(i) Revolving Committed Amount. If at any time, (A) the aggregate
--------------------------
principal amount of Revolving Obligations shall exceed the lesser of the
Aggregate Revolving Committed Amount or the Borrowing Base, (B) the
aggregate amount of LOC Obligations shall exceed the LOC Committed Amount
or (C) the aggregate amount of Swingline Loans shall exceed the Swingline
Committed Amount, the Borrower shall immediately make payment on the
Revolving Loans and/or to a cash collateral account in respect of the LOC
Obligations, in an amount sufficient to eliminate the deficiency.

SUBPART 2.7. Amendment to Section 3.4 (a). Section 3.4(a) of the Credit
----------------------------
Agreement is amended and restated in its entirety to read as follows:
<PAGE>

(a) Reductions. The Aggregate Revolving Committed Amount may be
----------
terminated or permanently reduced in whole or in part upon three (3)
Business Days' prior written notice to the Agent, provided that (i) after
giving effect to any voluntary reduction the aggregate amount of Revolving
Obligations shall not exceed the lesser of the Aggregate Revolving
Committed Amount, as reduced, or the Borrowing Base, and (ii) partial
reductions shall be in a minimum principal amount of $500,000, and in
integral multiples of $100,000 in excess thereof.

SUBPART 2.8. Amendment to Section 5.2(b). Section 5.2(b) of the Credit
---------------------------
Agreement is amended and restated in its entirety to read as follows:

(b) No Event of Default. No Event of Default shall have occurred and
-------------------
be continuing on such date or after giving effect to the Extension of
Credit to be made on such date unless such Event of Default shall have been
waived in accordance with this Credit Agreement.

SUBPART 2.9. Amendments to Section 7.1(b). Section 7.1(b) of the Credit
----------------------------
Agreement is amended and restated in its entirety to read as follows:

(b) Borrower-Prepared Financial Statements. As soon as available, but
--------------------------------------
event

(i) within 15 Business Days after the end of each calendar month
(but in no event later than the 20th day of such following calendar
month): (A) a company-prepared consolidated balance sheet of the
Consolidated Group as of the end of such month, (B) a company-prepared
statement of income for the Consolidated Group and each member thereof
for such month and for the fiscal year to date, such statement showing
a detailed comparison to the income projections delivered by the
company to the Agent on or about April 7, 2000, (C) a company-prepared
consolidated statement of cash flows of the Consolidated Group for
such month and for the fiscal year to date; (D) an accounts receivable
aging report; and (E) a summary of accounts payable;

(ii) within 50 days after the end of each of the first three
fiscal quarters, company-prepared statements of retained earnings and
shareholders' equity for such quarterly period and for the fiscal year
to date;

(iii) within 90 days after the end of the fourth fiscal quarter,
company-prepared consolidating statements of retained earnings and
shareholders' equity for such quarterly period and for the fiscal year
to date ;

(iv) within 45 days following the end of each fiscal year, an
annual business plan and budget for the members of the Consolidated
Group, containing, among other things, pro forma financial statements
for such current fisc al year;

(v) within three Business Days following the end of each
calendar week, a company-prepared projection of cash flows for the
Consolidated Group for the four week period commencing with the
calendar week most recently ended, which
<PAGE>

projection shall include the specific identification of any accounts
receivable in excess of $500,000 projected to be collected in such
period and shall be in form reasonably acceptable to the Agent,
together with a report of actual cash collections and disbursements
for the calendar week most recently ended;

in each case setting forth in comparative form the consolidated figures for
the corresponding period or periods of the preceding fiscal year or the
portion of the fiscal year ending with such period, as applicable, in each
case subject to normal recurring year-end audit adjustments.

All such financial statements shall be complete and correct in all material
respects (subject, in the case of interim statements, to normal recurring
year-end audit adjustments), shall be in form reasonably acceptable to the
Agent, and shall be prepared in reasonable detail and in accordance with
GAAP applied consistently throughout the periods reflected therein and
further accompanied by a description of, and an estimation of the effect on
the financial statements on account of, a change in the application of
accounting principles as provided in Section 1.3.

SUBPART 2.10. Section 7.1(c). A new Section 7.1(c) is hereby added to the
--------------
Credit Agreement, which section shall read as follows:

(c) Borrowing Base Certificate. Within 15 Business Days after the end
--------------------------
of each calendar month (but in no event later than the 20th day of such
following calendar month), the Borrower shall submit, in form satisfactory
to the Agent, a Borrowing Base Certificate as of the last day of the prior
month. The certificate shall be signed by a Responsible Officer or by the
Borrower's chief executive officer. In addition, the Borrower shall notify
the Agent of any account receivable in excess of $25,000 that was included
among the Eligible Accounts Receivable shown in the most recently submitted
Borrowing Base Certificate but which, for any reason, ceases or fails to
qualify as an Eligible Account Receivable, such notification to be given
within three (3) Business Days after the Borrower becomes aware of such
account's cessation or failure to qualify as an Eligible Account
Receivable.

SUBPART 2.11. Amendment to Section 7.9. Subsections (a), (b), (d) and (e)
------------------------
appearing in Section 7.9 of the Credit Agreement are hereby amended and restated
in their entireties to read as follows:

(a) Consolidated Leverage Ratio. As of the end of each quarter set
---------------------------
forth below, the Consolidated Leverage Ratio for such quarter shall be not
greater than the ratios set forth below:

Quarter Ending Maximum Ratio
-------------- -------------

March 31, 2000 13.60:1.00
June 30, 2000 10.70:1.00
September 30, 2000 6.00:1.00
December 31, 2000 5.20:1.00
March 31, 2001 4.30:1.00
<PAGE>

(b) Consolidated Fixed Charge Coverage Ratio. As of the end of each
----------------------------------------
quarter set forth below, the Consolidated Fixed Charge Coverage Ratio for
such quarter shall be not less than the ratios set forth below:

Quarter Ending Maximum Ratio
-------------- -------------

March 31, 2000 1.00:1.00
June 30, 2000 0.86:1.00
September 30, 2000 0.95:1.00
December 31, 2000 0.88:1.00
March 31, 2001 0.88:1.00

(d) Consolidated Senior Leverage Ratio. As of the end of each quarter
----------------------------------
set forth below, the Consolidated Senior Leverage Ratio for such quarter
shall be not greater than the ratios set forth below:

Quarter Ending Maximum Ratio
-------------- -------------

March 31, 2000 10.80:1.00
June 30, 2000 8.70:1.00
September 30, 2000 5.00:1.00
December 31, 2000 4.25:1.00
March 31, 2001 3.50:1.00

(e) Capital Expenditures. The aggregate amount of Capital
--------------------
Expenditures for the Consolidated Group shall not exceed $600,000 in any
fiscal quarter. Notwithstanding the foregoing, the total aggregate amount
of Capital Expenditures for fiscal year 2000 shall not exceed $2,000,000,
and the total aggregate amount of Capital Expenditures for the period from
January 1, 2001 through July 1, 2001 shall not exceed $1,000,000.

SUBPART 2.12. Section 7.9(f). A new Section 7.9(f) is hereby added to the
--------------
Credit Agreement, which section shall read as follows:

(f) Minimum Consolidated EBITDA. Consolidated EBITDA for each six-
---------------------------
month period ending on the dates set forth below shall be not less than the
amount set forth below:

Six-Month Period
Ending Amount
---------------- ----------

March 31, 2000 $4,106,000
June 30, 2000 $4,500,000
September 30, 2000 $4,048,000
December 31, 2000 $4,810,000
March 31, 2001 $6,741,000
<PAGE>

SUBPART 2.13. Amendment to Section 7.16. Section 7.16 of the Credit
-------------------------
Agreement is amended and restated in its entirety to read as follows:

7.16 Field Examination. Each of the Credit Parties shall permit the
-----------------
Agent (or a third party satisfactory to the Agent) to conduct a written
business audit of the accounts receivable, inventory and payables of the
Consolidated Group at a frequency to be determined in the sole discretion
of the agent; provided that, the Borrower shall not in any one calendar
--------
year be required to pay (a) for more than four such field examinations or
(b) more than $50,000 in aggregate for any such field examinations. If the
results of any of such audits are not satisfactory to the Agent, in its
reasonable discretion, the Borrower covenants and agrees to cooperate in
good faith with the Agent to develop a plan of action that will correct the
deficiencies concerning the accounts receivable, inventory and payables of
the Consolidated Group identified by the Agent within 180 days of the
completion of such audit.

SUBPART 2.14. Amendment to Section 8.1(c). Section 8.1(c) of the Credit
---------------------------
Agreement is amended to replace the reference to "$2,000,000" with a reference
to "$1,000,000."

SUBPART 2.15. Deletion of Section 8.1(j). Section 8.1(j) of the Credit
--------------------------
Agreement is deleted in its entirety.

SUBPART 2.16. Amendment to Section 8.3(b). Section 8.3(b) of the Credit
---------------------------
Agreement is amended and restated in its entirety to read as follows:

(b) Sell, lease, transfer or otherwise dispose of assets, property
and/or operations (including any sale-leaseback transaction, but excluding
the sale of inventory in the ordinary course of business), other than to
another Credit Party.

SUBPART 2.17. Amendment to Section 8.3(c). Section 8.3(c) of the Credit
---------------------------
Agreement is amended and restated in its entirety to read as follows:

(c) Acquire all or any portion of the capital stock or other ownership
interest in any Person which is not a Subsidiary or all or any substantial
portion of the assets, property and/or operations of a Person which is not
a Subsidiary, without the prior written consent of the Required Lenders.

SUBPART 2.18. Amendment to Section 8.3(d). Section 8.3(d) of the Credit
---------------------------
Agreement is amended and restated in its entirety to read as follows:

(d) In the case of the Borrower and any Subsidiary, liquidate, wind-up
or dissolve, whether voluntarily or involuntarily (or suffer to permit any
such liquidation or dissolution).

SUBPART 2.19. Amendment to Section 8.9. Section 8.9 of the Credit
------------------------
Agreement is amended and restated in its entirety to read as follows:
<PAGE>

8.9 Restricted Payments.
-------------------

Make or permit any Restricted Payment.

SUBPART 2.20. Amendment to Section 9.1(c)(i). Section 9.1(c)(i) of the
------------------------------
Credit Agreement is amended and restated in its entirety to read as follows:

(i) Default in the due performance or observance of any term, covenant
or agreement contained in Section 7.1(c), 7.3(a), 7.9, 7.11, 7.13 or 8.1
through 8.13, inclusive, or

SUBPART 2.21. Amendment to Section 11.1. Section 11.1 of the Credit
-------------------------
Agreement is amended to change the notice addresses for each of the Borrower,
the Guarantors and the Agent to the following:

if to the Borrower or the Guarantors:

Access Worldwide Communications, Inc.
4950 Blue Lake Drive, Suite 300
Boca Raton, Florida 33431
Attention: Michael Dinkins
Telephone: (561) 226-5000
Telecopy: (800) 464-8599

With a copy to:

Shapiro, Abrams & Zedeck
1776 North Pine Island Road, Suite 326
Fort Lauderdale, Florida 33322
Telephone: (954) 523-0900
Facsimile: (954) 523-0997
Attn: Kenneth W. Shapiro

if to the Agent:

Bank of America, N.A.
8300 Greensboro Drive
Suite 800
McLean, Virginia 22102
Attn: James W. Harper
Telephone: (703) 761-8126
Telecopy: (703) 761-8559
<PAGE>

with a copy to:

Moore & Van Allen, PLLC
100 North Tryon Street, Floor 47
Charlotte, North Carolina
Telephone: (704) 331-1044
Telecopy: (704) 378-2044
Attn: David L. Eades

SUBPART 2.22. Amendment to Section 11.3(b). Section 11.3(b) of the Credit
----------------------------
Agreement is amended and restated in its entirety to read as follows:

(b) Assignments. Each Lender may assign all or a portion of its
-----------
rights and obligations hereunder (including, without limitation, all or a
portion of its Commitments or its Loans), pursuant to an assignment
agreement substantially in the form of Schedule 11.3(b), to (i) a Lender,
----------------
(ii) an affiliate of a Lender or (iii) any other Person (other than the
Borrower or an Affiliate of the Borrower) reasonably acceptable to the
Agent; provided that (i) any such assignment (other than any assignment to
an existing Lender) shall be in a minimum aggregate amount of $5,000,000
(or, if less, the remaining amount of the Commitment being assigned by such
Lender) of the Commitments and in integral multiples of $1,000,000 above
such amount and (ii) each such assignment shall be of a constant, not
varying, percentage of all such Lender's rights and obligations under this
Credit Agreement. Any assignment hereunder shall be effective upon delivery
to the Agent of written notice of the assignment together with a transfer
fee of $3,500 payable to the Agent for its own account from and after the
later of (i) the effective date specified in the applicable assignment
agreement and (ii) the date of recording of such assignment in the Register
pursuant to the terms of subsection (c) below. The assigning Lender will
give prompt notice to the Agent and the Borrower of any such assignment.
Upon the effectiveness of any such assignment (and after notice to the
Borrower as provided herein), the assignee shall become a "Lender" for all
purposes of this Credit Agreement and the other Credit Documents and, to
the extent of such assignment, the assigning Lender shall be relieved of
its obligations hereunder to the extent of the Loans and Commitment
components being assigned. Along such lines the Borrower agrees that upon
notice of any such assignment and surrender of the appropriate Note or
Notes, it will promptly provide to the assigning Lender and to the assignee
separate promissory notes in the amount of their respective interests
substantially in the form of the original Note (but with notation thereon
that it is given in substitution for and replacement of the original Note
or any replacement notes thereof). By executing and delivering an
assignment agreement in accordance with this Section 11.3(b), the assigning
Lender thereunder and the assignee thereunder shall be deemed to confirm to
and agree with each other and the other parties hereto as follows: (i) such
assigning Lender warrants that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim; (ii)
except as set forth in clause (i) above, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to
any statements, warranties or representations made in or in connection with
this Credit Agreement, any of the
<PAGE>

other Credit Documents or any other instrument or document furnished
pursuant hereto or thereto, or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Credit Agreement,
any of the other Credit Documents or any other instrument or document
furnished pursuant hereto or thereto or the financial condition of any
Credit Party or any of their respective Affiliates or the performance or
observance by any Credit Party of any of its obligations under this Credit
Agreement, any of the other Credit Documents or any other instrument or
document furnished pursuant hereto or thereto; (iii) such assignee
represents and warrants that it is legally authorized to enter into such
assignment agreement; (iv) such assignee confirms that it has received a
copy of this Credit Agreement, the other Credit Documents and such other
documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such assignment agreement; (v)
such assignee will independently and without reliance upon the Agent, such
assigning Lender or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Credit
Agreement and the other Credit Documents; (vi) such assignee appoints and
authorizes the Agent to take such action on its behalf and to exercise such
powers under this Credit Agreement or any other Credit Document as are
delegated to the Agent by the terms hereof or thereof, together with such
powers as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all the obligations
which by the terms of this Credit Agreement and the other Credit Documents
are required to be performed by it as a Lender.

SUBPART 2.23. Amended Form Notice of Borrowing. Schedule 2.1(b)(i), the
--------------------------------
form Notice of Borrowing, is hereby amended, restated and replaced in its
entirety by the Schedule 2.1(b)(i) that is attached hereto.

SUBPART 2.24. Schedule 7.1(c) - Permitted Foreign Account Debtors.
---------------------------------------------------
Schedule 7.1(c), attached hereto, is hereby added to and made a part of the
Credit Agreement. Schedule 7.1(c) shall immediately follow Schedule 6.14 in the
Credit Agreement.

SUBPART 2.25. Amended Schedule of Indebtedness. Schedule 8.1, the
--------------------------------
Schedule of Indebtedness, is hereby amended, restated and replaced in its
entirety by the Schedule 8.1 that is attached hereto.

SUBPART 2.26. Termination of Eurodollar Loans. Notwithstanding anything
-------------------------------
in the Credit Agreement to the contrary, the Borrower's rights to draw
additional Eurodollar Loans and to convert Base Rate Loans to Eurodollar Loans
are hereby terminated.

SUBPART 2.27. 1999 Audited Financial Statements. Notwithstanding
---------------------------------
anything in the Credit Agreement to the contrary, the audited financial
statements for fiscal year 1999 required by Section 7.1(a) shall not be due
until April 15, 2000.

SUBPART 2.28. Commitment Fee Calculations. Exclusively for purposes of
---------------------------
calculating the Commitment Fee, the Aggregate Revolving Committed Amount shall
be deemed to have been $17,000,000 from and after January 1, 2000.

SUBPART 2.29. Lenders' Consultant. The Credit Parties shall cooperate
-------------------
fully with the Lenders' consultant, The Carl Marks Consulting Group (the

"Lenders' Consultant"), which cooperation shall include, but shall not be
- - --------------------
limited to, allowing the Lenders' Consultant full reasonable access to observe
their respective operations and the opportunity to inspect their
<PAGE>

respective financial records and projections. Upon demand therefor, the Borrower
shall pay all out-of-pocket expenses incurred by the Agent and Lenders for the
reasonable fees and expenses of the Lenders' Consultant.

SUBPART 2.30. Lock Box Account.
----------------

(a) As soon as practicable, the Agent and the Credit Parties shall
establish a bank account (the "Lock Box Account") under the exclusive
----------------
custody and control of the Agent, into which there shall be deposited from
time to time the cash proceeds of the Collateral required to be delivered
to the Agent pursuant to this Subpart 2.30 or any other provision of the
Credit Documents. The Agent and the Credit Parties shall use their best
efforts to establish the Lock Box Account by no later than May 4, 2000.
All the cash amounts on deposit from time to time in the Lock Box Account
shall constitute part of the Collateral hereunder and shall not constitute
payment of the Secured Obligations (as defined in the Security Agreement)
until applied thereto as hereinafter provided.

(b) From and after the date that the Lock Box Account is established,
each Credit Party shall instruct all account debtors and other Persons
obligated in respect of the Accounts (as defined in the Security Agreement)
to make all payments in respect of the Accounts, and shall use its best
efforts to cause such account debtors and other Persons to remit all such
payments directly, to the Lock Box Account (if paid by wire transfer) or,
if required by the Agent, to a post office box (the "Lock Box") that is
--------
subject to the lock box agreement, in form and substance satisfactory to
the Agent, for deposit into the Lock Box Account. In addition, each Credit
Party agrees that, from and after the date that the Lock Box Account is
established, if the proceeds of any Collateral (including the payments made
in respect of Accounts) shall be received by it, such Credit Party shall,
as promptly as possible, deposit such proceeds into the Lock Box Account.
Until so deposited, all such proceeds shall be held in trust by the Credit
Parties for the Agent and shall not be commingled with any other funds or
property of the Credit Parties. All receipts held in the Lock Boxes shall
be remitted daily to a Lock Box Account. All funds deposited into the Lock
Box Accounts on any Business Day shall be transferred to the Funding
Account (defined below) upon collection. All collected funds deposited
into the Funding Account on any Business Day shall be applied by the Agent
on the following Business Day to reduce the then outstanding balance of the
Revolving Loans and to pay any other outstanding Credit Party Obligations
which are then due and payable hereunder; provided that for the purpose of
--------
determining the availability of Revolving Loans hereunder, such funds
deposited into the Funding Account shall be deemed to have reduced the
outstanding Revolving Loans on the Business Day such funds were deposited
into such account. In furtherance of the objectives of this Subpart 2.30,
the Credit Parties hereby agree and consent that the Agent, or its
representatives, may communicate directly with account debtors on the
Accounts. For purposes of this Subpart 2.30 "Funding Account" means a
deposit account established and maintained in the name of the Borrower at
Bank of America, N.A., with the Agent named as secured party thereon.

SUBPART 2.31. Deposit Accounts. From and after the date hereof, each Credit
----------------
Party shall maintain all of its deposit accounts with the Agent; provided,
--------
however, that the Credit Parties shall not be required to deposit into accounts
- - -------
maintained with the Agent any funds to
<PAGE>

which title rests in a third party ("Third-Party Funds"). Should any Credit
Party erroneously or for any reason deposit Third-Party Funds into the Lock Box
Account or any other account maintained with the Agent, the Agent shall
promptly, upon receipt of written notice and request from such Credit Party,
return such Third-Party Funds to such Credit Party.

SUBPART 2.32. Amendment Fee. On the Amendment Effective Date, the Borrower
-------------
shall pay to the Agent, for the benefit of the Lenders, an amendment fee in the
amount of $280,000 (the "Amendment Fee").
-------------

SUBPART 2.33. Monitoring Fees. On each of July 1, 2000, October 1, 2000,
---------------
January 1, 2001 and April 1, 2001, the Borrower shall pay to the Agent, for the
benefit of the Lenders, a fee equal to .25% of the sum of: (i) the Aggregate
Revolving Committed Amount and (ii) the outstanding principal balance of the
Term Loan on such date.

PART III
WAIVER

SUBPART 3.1. Only Events of Default. Each of the Credit Parties
----------------------
represents to the Agent and to the Lenders that it is not aware of any existing
Event of Default other than the Acknowledged Events of Default; and each of the
Agent and the Lenders represent to the Credit Parties that it is not aware of
any existing Event of Default other than the Acknowledged Events of Default.

SUBPART 3.2. Waiver of Acknowledged Events of Default. The Lenders
----------------------------------------
hereby waive the Acknowledged Events of Default.

PART IV
CONDITIONS TO EFFECTIVENESS

This Amendment shall be and become effective the date upon which the last of
the conditions set forth in this Part IV shall have been satisfied (the
"Amendment Effective Date").
- - -------------------------

SUBPART 4.1. Execution of Counterparts of Amendment. The Agent
--------------------------------------
Agent shall have received executed counterparts (or other evidence of execution,
including facsimile signatures, satisfactory to the Agent) of this Amendment,
which collectively shall have been duly executed on behalf of each of the
Borrower, the Guarantors and the Lenders.

SUBPART 4.2. Amendment Fee. The Borrower shall have paid the
-------------
Amendment Fee in immediately available funds.

SUBPART 4.3. Borrowing Base Certificate. The Agent shall have
--------------------------
received a Borrowing Base Certificate as of the Amendment Effective Date, in
form and substance satisfactory to the Agent and certified by the chief
executive officer of the Borrower to be true and correct as of the date thereof.
<PAGE>

SUBPART 4.4. Legal Opinion. The Agent shall have received opinions of
-------------
counsel for the Credit Parties relating to the Amendment, in form and substance
satisfactory to the Agent.

SUBPART 4.5. Subordinated Debt Restructure Agreements. The Agent shall
----------------------------------------
have received copies of the following agreements, fully and duly executed by
each party thereto:

(a) Ann Holmes/AM Medica Communications, Ltd.
----------------------------------------

(i) A Consulting Agreement in the form of that attached to this
Amendment as Exhibit A.

(ii) An Amendment to Subordinated Note in the form of that
attached to this Amendment as Exhibit B.

(iii) An Amendment to Note Subordination Agreement in the form
of that attached to this Amendment as Exhibit C.

(iv) An Amendment to Contingent Payment Subordination Agreement
in the form of that attached to this Amendment as Exhibit D.

(v) An Amendment to Agreement of Purchase and Sale in the form of
that attached to this Amendment as Exhibit E.

(vi) An Amendment to Subordinated Security Agreement in the form
of that attached to this Amendment as Exhibit F.

(b) Lee Edelstein/TeleManagement Services, Inc.
-------------------------------------------

(i) An Amendment to Subordinated Note in the form of that
attached to this Amendment as Exhibit G.

(ii) An Amendment to Agreement of Purchase and Sale in the form
of that attached to this Amendment as Exhibit H.

SUBPART 4.6. Other Documents. The Agent shall have received such
---------------
other documents in connection with this Amendment as the Agent may reasonably
request on or before the Amendment Effective Date.

SUBPART 4.7. Fees and Expenses. The Borrower shall have reimbursed the
-----------------
Agent and the Lenders for all reasonable costs and expenses, including
reasonable attorneys' fees, incurred by them in connection with or related to
the negotiation, drafting and execution of (i) the Forbearance Agreement
(including any unexecuted drafts of amendments, extensions and replacements
thereof) and (ii) this Amendment.
<PAGE>

SUBPART 4.8. Accrued Interest; Commitment Fees. The Borrower shall have
---------------------------------
paid to the Agent for the benefit of the Lenders all unpaid interest and
Commitment Fees accrued through March 31, 2000.

PART V
MISCELLANEOUS

SUBPART 5.1. Cross-References. References in this Amendment, to any
----------------
Part or Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.

SUBPART 5.2. Instrument Pursuant to Credit Agreement; Conflict. This
-------------------------------------------------
Amendment is a Credit Document executed pursuant to the Credit Agreement and
shall (unless otherwise expressly indicated therein) be construed, administered
and applied in accordance with the terms and provisions of the Credit Agreement.
If there is any inconsistency or conflict between this Amendment and the Credit
Agreement, the provisions of this Amendment shall govern and control.

SUBPART 5.3. Representations and Warranties. Each Credit Party hereby
------------------------------
represents and warrants that (i) each Credit Party that is party to this
Amendment: (a) has the requisite corporate power and authority to execute,
deliver and perform this Amendment, as applicable, and (b) is duly authorized
to, and has been authorized by all necessary corporate action, to execute,
deliver and perform this Amendment, (ii) the Borrower has no claims,
counterclaims, offsets, or defenses to the Credit Documents and the performance
of its obligations thereunder, or if the Borrower has any such claims,
counterclaims, offsets, or defenses to the Credit Documents or any transaction
related to the Credit Documents, the same are hereby waived, relinquished and
released in consideration of the Lenders' execution and delivery of this
Amendment, (iii) the representations and warranties contained in Section 6 of
the Credit Agreement are, subject to the limitations set forth therein, true and
correct in all material respects on and as of the date hereof as though made on
and as of such date (except for those which expressly relate to an earlier
date), (iv) after giving effect to this Amendment, no Default or Event of
Default exists under the Credit Agreement on and as of the date hereof or will
occur as a result of the transactions contemplated hereby; (v) the audited
financial statements of Borrower for fiscal year ended 1999 will not reflect any
material negative variance from Borrower's internally prepared financial
statements for fiscal year ended 1999 and (vi), except as specifically set forth
in Schedule 8.1 of the Credit Agreement, as amended, no earn-out payments are
due any entity by any Credit Party.

SUBPART 5.4. Liens. The Borrower and the Guarantors, as applicable,
-----
affirm the liens and security interests created and granted in the Credit
Documents and agree that this Amendment shall in no manner adversely affect or
impair such liens and security interest.

SUBPART 5.5. Acknowledgment of Guarantors. The Guarantors acknowledge
----------------------------
and consent to all of the terms and conditions of this Amendment and agree that
this Amendment and all documents executed in connection herewith do not operate
to reduce or discharge the Guarantors' obligations under the Credit Agreement or
the other Credit Documents.
<PAGE>

SUBPART 5.6. No Other Changes. Except as expressly modified in this
----------------
Amendment, all the terms, provisions and conditions of the Credit Documents
shall remain unchanged and shall continue in full force and effect.

SUBPART 5.7. Counterparts. This Amendment may be executed by the parties
------------
hereto in several counterparts (including facsimile counterparts), each of which
shall be deemed to be an original and all of which shall constitute together but
one and the same agreement. Delivery of an executed counterpart of this
Amendment by telecopy shall be effective as an original and shall constitute a
representation that an original shall be delivered to the Agent.

SUBPART 5.8. Entirety. This Amendment, the Credit Agreement and the other
--------
Credit Documents embody the entire agreement between the parties and supersede
all prior agreements and understandings, if any, relating to the subject matter
hereof. These Credit Documents represent the final agreement between the parties
and may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements of the parties.

SUBPART 5.9. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
-------------
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA.

SUBPART 5.10. Successors and Assigns. This Amendment shall be binding
----------------------
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

SUBPART 5.11. Release. In consideration of the Lenders' willingness to
-------
enter into this Amendment, each of the Credit Parties hereby releases the Agent,
the Lenders, and the Agent's and the Lenders' respective officers, employees,
affiliates, representatives, agents, counsel, trustees and directors from any
and all actions, causes of action, claims, demands, damages and liabilities of
whatever kind or nature, in law or in equity, now known or unknown, suspected or
unsuspected to the extent that any of the foregoing arises from any action or
failure to act on or prior to the date hereof.

[Remainder of this page left blank intentionally.]
<PAGE>

IN WITNESS WHEREOF the Borrower, the Guarantors and the Lenders have caused
this Amendment to be duly executed on the date first above written.

BORROWER: ACCESS WORLDWIDE COMMUNICATIONS, INC.
- - --------

By:
--------------------------------
Name:
Title:

GUARANTORS: ASH CREEK, INC.
- - ----------

By:
--------------------------------
Name:
Title:

TLM HOLDINGS, CORP.

By:
--------------------------------
Name:
Title:

STURGES POND, INC.

By:
--------------------------------
Name:
Title:

PHOENIX MARKETING GROUP (HOLDINGS), INC.

By:
--------------------------------
Name:
Title:

[Signatures continue.]
<PAGE>

TELEMANAGEMENT SERVICES, INC.

By:
--------------------------------
Name:
Title:

HISPANIC MARKET CONNECTIONS, INC.

By:
--------------------------------
Name:
Title:

AM MEDICA COMMUNICATIONS, LTD.

By:
--------------------------------
Name:
Title:

AWWC TEXAS I, L.P.

By:
--------------------------------
Name:
Title:

[Signatures continue.]

<PAGE>

LENDERS: BANK OF
- - -------
AMERICA, N.A., successor to NationsBank, N.A.,
individually in its capacity as a Lender and in
its capacity as Agent

By:
--------------------------------
Name:
Title:

FLEET BANK, N.A.

By:
--------------------------------
Name:
Title:

SUMMIT BANK

By:
--------------------------------
Name:
Title:

EUROPEAN AMERICAN BANK

By:
--------------------------------
Name:
Title:
<PAGE>

Schedule 2.1(b)(i)
------------------

FORM OF NOTICE OF BORROWING

Bank of America, N.A.,
8300 Greensboro Drive
Suite 800
McLean, Virginia 22102
Attention: James W. Harper

RE: Credit Agreement dated as of March 12, 1999 (as amended and modified,
the "Credit Agreement") among Access Worldwide Communications, Inc.,
------ ---------
the Guarantors and Lenders identified therein and Bank of America,
N.A., successor to Bank of America, N.A., as Agent. Terms used but
not otherwise defined herein shall have the meanings provided in the
Credit Agreement.

Ladies and Gentlemen:

The undersigned hereby gives notice of a request for Revolving Loan pursuant to
Section 2.1(b) of the Credit Agreement or of a request for Swingline Loan
pursuant to Section 2.3(b) of the Credit Agreement as follows:

Revolving Loan
- - ----
Swingline Loan
- - ----

(A) Date of Borrowing
(which is a Business Day)

--------------------------
(B) Principal Amount of
Borrowing
---------------------------
In accordance with the requirements of Section 5.2 of the Credit Agreement, the
undersigned Borrower hereby certifies that:

(a) The representations and warranties contained in the Credit Agreement
and the other Credit Documents are true and correct in all material respects as
of the date of this request, and will be true and correct after giving effect to
the requested Extension of Credit (except for those which expressly related to
an earlier date).

(b) No Event of Default exists, or will exist after giving effect to the
requested Extension of Credit.
<PAGE>

(c) All conditions set forth in Section 2.1 as to the making of Revolving
Loans or in Section 2.3 as to the making of Swingline Loans, as appropriate,
have been satisfied.

Very truly yours,

ACCESS WORLDWIDE COMMUNICATIONS, INC.

By:
--------------------------------
Name:
Title:
<PAGE>

Schedule 7.1(c)
---------------

PERMITTED FOREIGN ACCOUNT DEBTORS

Vendor Country
------ -------
Astra Sweden
Astra Zeneca Sweden
Bayer Coropration Germany
Boehringer Ingleheim Germany
Eisai, Inc. Japan
Fundacion Solidariadad Mexico
Glaxo, Glaxo Wellcome Plc London
Hoeschst Group Germany
Hoeschst Marion Rousse Germany
Merck Germany
Novartis Switzerland
Novo Nordisk Denmark
Pharmacia & Upjohn United Kingdom
Rohne Poulenc Rorer France
Roche Switzerland
Schering Plough Germany
Smith klein Beecham United Kingdom
Solvay Belgium
Solvay Pharmaceuticals Belgium
Warrick Germany
Zeneca England
<PAGE>

Schedule 8.1
------------

INDEBTEDNESS

[TO BE PROVIDED BY BORROWER]

<PAGE>

Exhibit 10(y)

ACCESS WORLDWIDE COMMUNICATIONS, INC.
4950 Blue Lake Drive
Suite 300
Boca Raton, Florida 33431

April 1, 2000

Ms. Ann M. Holmes
47 East 88th Street
New York, New York 10128

Re: Consulting Agreement
--------------------

Dear Ms. Holmes:

This letter will confirm the arrangements, terms and conditions, whereby
the undersigned (hereinafter referred to as the "Consultant") has been retained
by Access Worldwide Communications, Inc., a Delaware corporation (the "Company")
to serve as a non-exclusive consultant and advisor to the Company's AM Medica
Communications Group ("AMM").

1. Consulting Services. The Consultant will render such consultation and
--------------------
advisory services as follows:

The Consultant shall:

(a) serve on the Management Committee of AMM, until July 1, 2000, it
being understood that the contemplated structure of such
Committee shall include:

Mal Wasserman, designated new Chief Operating Officer, Patricia
Wasserman, Editorial Director, Pat Galati, General Manager, and
Cathie Engle, Director of Operations;

(b) assist the individual designated as the new Chief Operating
Officer of AMM in making a transition into such role;

(d) assist AMM's specified group of employees (the "Pfizer Team")
which is dedicated to servicing AMM's client, Pfizer Inc.
("Pfizer"),and to continuing the delivery of consistent service
to Pfizer, and

(e) assist in completing certain office clean-up and repairs
currently in process at AMM.
<PAGE>

In connection with the foregoing, it is specifically understood and agreed that
simultaneously with its undertakings for AMM hereunder, the Consultant also may
be performing other services for other clients and otherwise undertaking other
business opportunities, provided that the same shall at all times be in
compliance with, and not violative of, the provisions of any other agreements
between the Company and the Consultant.

2. Consulting Fee. As compensation, AMM shall pay to the Consultant
---------------
a monthly fee of $15,000, payable within five (5) days after the end of the
month in which such services are performed.

3. Expenses. All out-of-pocket expenses reasonably incurred by the
---------
Consultant in performance of the services to be rendered hereunder shall be the
responsibility of the Company and shall be paid within fifteen (15) days after
presentation of appropriate invoices. It is specifically agreed that the
Consultant shall be permitted, at AMM's expense, to utilize car service between
her homes and the AMM offices, in accordance with historical practice, provided
that such transportation is in connection with activities being performed under
this Consulting Agreement. It is also agreed that the Company will reimburse
the Consultant, within ten (10) days after her payment thereof, for all premiums
or other costs incurred by her in continuing under COBRA her medical insurance
with the Company's carrier which coverage shall be substantially similar to
that which the Company has historically provided to the Consultant, while an
employee of the Company.

4. Term. The term of this Agreement shall commence on the date
-----
hereof and shall continue until April 1, 2001. Notwithstanding the foregoing,
either party may terminate this Consulting Agreement upon 30 days written notice
given to the other in accordance with Paragraph 8.

5. Independent Contractor. Nothing herein shall be construed to
-----------------------
make the Consultant an employee or agent of the Company or AMM. Except as
expressly agreed, the Consultant shall not have the authority to obligate or
commit the Company or AMM in any manner whatsoever. It is further specifically
understood that although the Consultant shall utilize all reasonable commercial
efforts to fulfill her obligations to the Company under this Consulting
Agreement, the Consultant is not representing, warranting or guaranteeing any
results (whether financial or otherwise and including the hiring of any
additional personnel) or performance by AMM or the Company. It is further
understood that during the time the Consultant serves on the Management
Committee, she shall report under this Consulting Agreement jointly to Mike
Dinkins, the CEO of the Company and Mal Wasserman, and that thereafter (i.e.,
----
after July 1, 2000) she shall report exclusively to Mal Wasserman.
<PAGE>

6. Prior Employment Agreement. It is specifically understood and
---------------------------
agreed that this Consulting Agreement supercedes and replaces a certain
Employment Agreement, dated October 24, 1998 ( the "Employment Agreement")
between the Company and the Consultant and that such Employment Agreement and
the employment arrangements contemplated thereby are hereby deemed terminated
and of no further force and effect. Further, each of the Company and the
Consultant hereby waive and foresee release and discharge the other from any and
all claims of whatever type which either of them may have against the other,
arising out of or in connection with the Employment Agreement.

7. Assignment. This Agreement may not be assigned by either party
----------
without the prior written consent of the other party hereto.

8. Notices. Any notice or other communication required or permitted
-------
by this Agreement shall be sufficiently given or sent if delivered personally,
sent by telegram, or mailed by certified or registered mail or overnight
carrier, postage prepaid, addressed as follows:

If to the Company:
Access Worldwide Communications, Inc.
4950 Blue Lake Drive
Suite 300
Boca Raton, Florida 33431
Attention: Michael Dinkins
Chief Executive officer

If to the Consultant:
Ann M. Holmes
47 East 88th Street
New York, New York 10128

64 Griffith Road
Saunderstown, RI 02874

or to such other address as may be furnished in writing by either party to the
other. All such notices and communications shall be deemed to have been given
as of the date received if delivered personally, or the date so sent or so
deposited in the United States mails if otherwise given.

9. Governing Law. This Agreement shall be governed by, and construed
--------------
and enforced
<PAGE>

in accordance with, the laws of the State of New York, without giving effect to
the principles of conflict of laws thereof.

10. Entire Agreement. This Agreement constitutes the entire
-----------------
agreement between the parties and may be amended only in writing executed by the
parties hereto affected by such amendment.

11. No Waiver. The failure by either party to insist upon strict
---------
compliance with any of the terms, covenants or conditions hereof shall not be
deemed a waiver of such terms, covenants of conditions, nor shall any waiver or
relinquishment of any right or power hereunder at any one time or more times be
deemed a waiver or relinquishment of such right or power at any other time or
times.

If the above terms conform with your understanding, kindly execute this
letter in the appropriate space below, whereupon this shall serve as a binding
agreement between us.

Very truly yours,

ACCESS WORLDWIDE
COMMUNICATION, INC.

By:
-------------------------------------
President and Chief Executive Officer

AGREED AND ACCEPTED AS OF THE
1st DAY OF APRIL 2000

- - ----------------------------------
Ann M. Holmes

<PAGE>

Exhibit 10(z)

AMENDMENT TO 6.5% SUBORDINATED PROMISSORY NOTE
DUE OCTOBER 24, 2001

THIS AMENDMENT (this "Amendment"), dated as of April 13, 2000, is by and
between Access Worldwide Communications, Inc., formerly known as
CulturalAccessWorldwide, Inc. (the "Maker") and Ann M. Holmes (the "Payee").

WITNESSETH

WHEREAS, the Maker executed that certain 6.5% Subordinated Promissory Note
(the "Subordinated Note") due October 24, 2001, in the original principal amount
of $5,500,000.00 payable to the Payee dated as of October 24, 1998;

WHEREAS, by virtue of certain agreed-upon offsets, the principal amount has
been reduced to $5,219,000.00;

WHEREAS, pursuant to Section 2 of the Subordinated Note and the terms and
conditions of that certain Note Subordination Agreement executed by and among
the Maker, the Payee and Bank of America, N.A., formerly known as NationsBank,
N.A., (the "Agent") and due to the existence of a Senior Indebtedness (as
defined in the Note Subordination Agreement) default, the Maker has not made the
payment due on the Subordinated Note on October 24, 1999 to the Payee;

WHEREAS, the Maker and the Payee have agreed to amend the Subordinated
Note;

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the Maker and the Payee, the
Subordinated Note is hereby amended as follows:

I. DEFINITIONS

1. Definitions. Unless otherwise defined herein, capitalized terms used
-----------
in this Amendment have the meanings provided in the Subordinated Note.

II. AMENDMENTS

1. Amendment to Section 1. Section 1 of the Subordinated Note is amended
----------------------
and restated in its entirety to read as follows:

Section 1. General. FOR VALUE RECEIVED, ACCESS WORLDWIDE COMMUNICATIONS,
-------
INC., formerly known as CulturalAccessWorldwide, Inc., a Delaware corporation
(the "Maker"), hereby promises to pay to the order of Ann M. Holmes (the
"Payee"), at the offices of the Maker (except that the Payee may require that
payments shall be made to the Payee by mail at such addresses the Payee shall
from time to time designate in writing to the Maker), the principal sum of Five
Million Two Hundred Nineteen Thousand Dollars ($5,219,000.00) in lawful money of
the United States of America or such lesser amount as may be payable due to
offsets, if any, as provided for herein.

The principal amount hereof and interest thereon shall be payable in

(i) consecutive monthly installments of One Hundred Fifty Thousand
Dollars ($150,000.00), payable on the first day of the month, except
for the first installment which shall be payable on the date of
execution of this Amendment; and

(ii) two (2) additional installments of Two Hundred Fifty Thousand
Dollars ($250,000.00) each, the first of said additional installments
payable May 25, 2000, and the second of such additional installments
payable October 25, 2000,

1
<PAGE>

all in accordance with the schedule of payments attached hereto as Schedule A.
The entire principal amount of this Note then outstanding, together with any
outstanding accrued and unpaid interest thereon, shall be due and payable on the
date shown on Schedule A as the "Final Payment Date."

Interest on the unpaid principal amount hereof, as reflected on the
attached Schedule A, in like money, shall be payable from October 24, 1998
through the Final Payment Date, at the rate of six and one-half percent (6.5%)
per annum for the period ended October 23, 1999, and thereafter at the default
interest rate of twelve percent (12%) per annum. Interest shall be computed on
the basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed.

2. Amendment to Section 2. Section 2 of the Subordinated Note is amended
----------------------
and restated in its entirety to read as follows:

Section 2. Subordination. The Maker hereby covenants and agrees, and the
-------------
holder of this Note, by such holder's acceptance hereof, hereby consents,
covenants and agrees, that, the indebtedness of the Maker for or on account of
principal and interest on this Note, and the payment of principal of and
interest (whether by redemption or otherwise) on this Note, is hereby expressly
made subordinate and junior in right of payment to the extent provided in the
Note Subordination Agreement signed as of the date hereof and as amended from
time to time, by and among the Maker, the Payee and Bank of America, N.A. (the
"Note Subordination Agreement").

3. Amendment to Section 4(a). Section 4(a) of the Subordinated Note is
-------------------------
amended and restated in its entirety to read as follows:

"(a) the Maker fails to pay any installment of principal payable under
this Note or interest thereon within twenty-one (21) days after receipt of
written notice from the holder of this Note, subject to any applicable cure
period, to the effect that such installment or interest has not been paid when
due."

III. NON-COMPETITION

At the time of the execution of this Amendment, the Payee is no longer
under any restrictions in respect of her right to compete with the Maker, the
non-competition provisions contained in both Section X of a certain Agreement
of Purchase and Sale, dated October 24, 1998 (the "Sale Agreement") by and among
AM Medica Communications, the Payee and the Maker, as well as in Section 8 of a
certain Employment Agreement dated October 24, 1998 (the "Employment Agreement")
between the Maker and the Payee, having terminated and being of no further
force. The Maker is of the belief that it is essential to the continued
financial success of the Maker that the Payee be restricted from competing
against the Maker, and in order to induce the Payee to enter into a non-
competition agreement with the Maker at this time, the Maker has agreed to amend
the Subordinated Note to make payments as provided above. In consideration
thereof, the Payee has agreed to enter into a new non-competition agreement as
herein below provided and it is understood and agreed that the foregoing
constitutes new value being provided by the Payee and a contemporaneous exchange
of reasonably equivalent values.

1. The Payee agrees that, in consideration of the payments under the
Subordinated Note, as set forth above, the Payee will not, during the Term (as
hereinafter defined), nor for a period of eighteen months after the Termination
Date (as hereinafter defined), directly or indirectly, (i) engage, whether as
principal, agent, investor, distributor, representative, stockholder,
consultant, volunteer or otherwise, with or without pay, in any activity or
business venture, which is competitive with the specific business of the A M
Medica Communications Group of the Maker in providing medical meetings
management and medical publications in the form of slide-lecture kits, abstract
brochures for meetings, clinical teaching monographs and hospital formulary
kits, and medical audiovisual production (the "Competitive Business"), (ii)
solicit or entice or endeavor to solicit or entice away from the Maker any
person who was or is at the time of solicitation, a director, officer, or
employee of the Maker, for the Payee's own account, or for any person, firm,
corporation or other organization, (iii) solicit or entice or endeavor to
solicit or entice away any of the clients or customers or active prospects of
any member of the Maker for the purpose obtaining business which is specifically
competitive with the Competitive Business, either for the Payee's own account or
for

2
<PAGE>

any other person, firm corporation or organization, (iv) employ any person
who was or is at the time of solicitation, a director, officer or employee of
the Maker, or (v) at any time take any action or make any statement, the effect
of which would be, directly or indirectly, to impair the good will of any member
of the Maker or the business reputation or good name of the Maker, or be
otherwise detrimental to the Maker, including any action or statement intended,
directly or indirectly, to benefit a competitor of the Maker.

2. In the event that an event of default shall have occurred under the
Subordinated Note, as amended hereby, by reason of the failure of the Maker to
pay any installment hereunder when due, the Payee shall then have the right to
give further written notice to the Maker, with a copy to the Agent (as defined
below) to the effect that if said installment shall not have been paid in full
within a period of forty-five (45) days following receipt by the Maker of such
notice, then same shall be considered a "Termination Event," (as defined in
Paragraph 5 below) and the provisions of Paragraph 1 of this Section III shall
terminate and be of no further force and effect and shall no longer bind the
Payee.

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

4. The Payee expressly acknowledges and agrees that the covenants and
agreements set forth in Paragraph 1 above are reasonable in all respects, and
necessary in order to protect, maintain and preserve the value and goodwill of
the Maker, as well as the proprietary and other legitimate business interests of
the Maker.

5. As used in this Section III, the phrase "Termination Date" shall refer
to the date on which full and final payment of all sums due hereunder is made to
the Payee. As used in this Section III, the word "Term" shall refer to the
period commencing on the date hereof and ending on the earlier to occur of (a)
the Termination Date, or (b) a Termination Event. Notwithstanding anything
herein to the contrary, the occurrence of a Termination Event shall serve
immediately terminate the provisions of Paragraph 1 of this Section III and
shall release the Payee from any and all obligations under such Paragraph 1 of
this Section III, without further waiting period.

IV. MISCELLANEOUS

1. Effectiveness. This Amendment shall be ineffective until such time as
-------------
(a) the same has been approved in writing by Bank of America, N.A. as agent for
the lenders under that certain Credit Agreement dated March 12, 1999, between
the Maker, certain subsidiaries of the Maker as guarantors, and Bank of America,
N.A. as agent for the lenders (the "Agent".) and (b) the Maker, the Payee and
the Agent shall have executed a Note Subordination Agreement in form
satisfactory to all parties providing among other things for the payments
provided for in Section I above .

2. Representations and Warranties of the Maker. The Maker hereby
-------------------------------------------
represents and warrants that it: (i) has the requisite corporate power and
authority to execute, deliver and perform this Amendment, as applicable; and
(ii) is duly authorized to, and has been authorized by all necessary corporate
action, to execute, deliver and perform this Amendment, and this Amendment does
not violate any law, rule, regulation, contract or agreement otherwise
enforceable by or against the Maker.

3. Representations of the Payee. The Payee hereby represents and warrants
----------------------------
that she: (i) has had the opportunity to obtain the assistance of legal counsel
in carefully reviewing, discussing and consider all terms of this Amendment;
(ii) executes this Amendment as a free and voluntary act, without any duress,
coercion or undue influence exerted by or on behalf of any other party; and
(iii) has full and complete authorization and power to execute this Amendment in
the capacities herein stated, and this Amendment does not violate any law, rule,
regulation, contract or agreement otherwise enforceable by or against her.

4. Limited Modification. Except as specifically amended hereby, the
--------------------
Subordinated Note shall remain in full force and effect in accordance with its
terms.

3
<PAGE>

5. No Oral Agreements. This Amendment may not be contradicted by evidence
------------------
of prior, contemporaneous or subsequent oral agreements among the parties.
There are no unwritten agreements among the Maker and the Payee.

6. Counterparts. This Amendment may be executed by the parties hereto in
-------------
several counterparts (including facsimile counterparts), each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement. Delivery of an executed counterpart of this Amendment by
telecopy shall be effective as an original and shall constitute a representation
that an original shall be delivered.

7. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
-------------
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

8. Successors and Assigns. This Amendment shall be binding upon and
----------------------
inure to the benefit of the parties hereto and their respective successors and
assigns.

IN WITNESS WHEREOF, Access Worldwide Communications, Inc., and Ann M.
Holmes have caused this Amendment to be duly executed on the date first above
written.

ACCESS WORLDWIDE COMMUNICATIONS, INC.

By: ___________________________
Name:
Title:

_____________________________ ________________________________(SEAL)
Witness Ann M. Holmes

<PAGE>

Exhibit 10(aa)

EXECUTION COPY

AMENDMENT NO. 2 TO NOTE
SUBORDINATION AGREEMENT

THIS AMENDMENT NO. 2 (this "Amendment"), dated as of April 13, 2000, is by
---------
and among Access Worldwide Communications, Inc., formerly known as,
CulturalAccessWorldwide, Inc. (the "Borrower"), Ann M. Holmes (the "Subdebt
-------- -------
Holder") and Bank of America, N.A., formerly known as NationsBank, N.A. (the
- - ------
"Agent"), as agent, under that certain Credit Agreement (as amended from time to
- - ------
time, the "Credit Agreement") among the Borrower, the Agent and the Lenders (as
----------------
defined in the Credit Agreement) party thereto dated as of March 12, 1999. The
Lenders, the Agent and any of their successors and assigns are hereinafter
referred to collectively as the "Superior Lender."
---------------

WITNESSETH

WHEREAS, the Borrower, the Subdebt Holder and the Agent have entered into
that certain Note Subordination Agreement dated as of October 24, 1998 (the

"Note Subordination Agreement");
- - -----------------------------

WHEREAS, the Borrower, the Subdebt Holder and the Agent have also entered
into that certain Amendment No. 1 to the Note Subordination Agreement dated as
of March 12, 1999 (the "First Amendment");
---------------

WHEREAS, the parties hereto desire to amend the Note Subordination
Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the Borrower, the Subdebt
Holder and the Agent, the Note Subordination Agreement is hereby amended as
follows:

DEFINITIONS

Definitions. Unless otherwise defined herein, capitalized terms used in
-----------
this Amendment have the meanings provided in either the Note Subordination
Agreement or the First Amendment, as applicable.

AMENDMENT

Amendment to Section 2(a). Section 2(a) of the Note Subordination
-------------------------
Agreement is amended and restated in its entirety to read as follows:

(a) Subject to Section 2(d) of this Agreement, so long as part of the
Superior Indebtedness remains outstanding and until such time as the Agent
provides the Subdebt Holder with written notice that a Default or Event of
Default (as defined in the Credit
<PAGE>

Agreement) has occurred (a "Default Notice"), the Borrower may make and the
Subdebt Holder may receive scheduled payments pursuant to the terms of that
certain 6.5% Subordinated Promissory Note due October 24, 2001, in the
original principal amount of $5,500,000, executed by the Borrower in favor
of the Subdebt Holder dated as of October 24, 1998, as amended, in respect
of the Subordinated Debt. Upon the occurrence of an Event of Default, the
Borrower may not make, and the Subdebt Holder may not receive, any payments
in respect of the Subordinated Debt. The Agent, in its discretion, may
issue a Default Notice with respect to each and every such Default or Event
of Default that occurs, but shall not have the right to issue more than one
Default Notice with respect to any particular Default or Event of Default;
provided, however, that if a Default or Event of Default has been cured or
--------- -------
waived (or deemed waived as provided below), but subsequently reoccurs,
then a new Default Notice may be sent with respect thereto. In the event
that all Defaults and Events of Default shall be cured or waived, then the
Borrower may resume the making of payments otherwise permitted hereunder,
subject to the terms hereof.

MISCELLANEOUS

2. Representations and Warranties of the Agent and the Borrower. The
------------------------------------------------------------
Borrower and the Agent hereby each represents and warrants that it: (i) has the
requisite corporate power and authority to execute, deliver and perform this
Amendment, as applicable; and (ii) is duly authorized to, and has been
authorized by all necessary corporate action, to execute, deliver and perform
this Amendment, and this Amendment does not violate any law, rule, regulation,
contract or agreement otherwise enforceable by or against either of the Borrower
or the Agent.

3. Representations of the Subdebt Holder. The Subdebt Holder hereby
-------------------------------------
represents and warrants that she: (i) has had the opportunity to obtain the
assistance of legal counsel in carefully reviewing, discussing and considering
all terms of this Amendment; (ii) executes this Amendment as a free and
voluntary act, without any duress, coercion or undue influence exerted by or on
behalf of any other party; and (iii) has full and complete authorization and
power to execute this Amendment in the capacities herein stated, and this
Amendment does not violate any law, rule, regulation, contract or agreement
otherwise enforceable by or against her.

4. Limited Modification. Except as specifically amended by the First
--------------------
Amendment and hereby, the Note Subordination Agreement shall remain in full
force and effect in accordance with its terms.

5. No Oral Agreements. This Amendment may not be contradicted by
------------------
evidence of prior, contemporaneous or subsequent oral agreements among the
parties. There are no unwritten agreements among the Borrower, the Agent
and the Subdebt Holder.
<PAGE>

6. Counterparts. This Amendment may be executed by the parties hereto in
------------
several counterparts (including facsimile counterparts), each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement. Delivery of an executed counterpart of this Amendment by
telecopy shall be effective as an original and shall constitute a representation
that an original shall be delivered.

8. Successors and Assigns. This Amendment shall be binding upon
----------------------
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

IN WITNESS WHEREOF, Access Worldwide Communications, Inc., Bank of America,
N.A. and Ann M. Holmes have caused this Amendment to be duly executed on the
date first above written.

BANK OF AMERICA, N.A.

By:
-----------------------------
Name:
Title:

ACCESS WORLDWIDE COMMUNICATIONS, INC.

By:
-----------------------------
Name:
Title:

(SEAL)
- - ----------------------------- -------------------------
Witness Ann M. Holmes

<PAGE>

Exhibit 10(bb)

EXECUTION COPY

AMENDMENT NO. 2 TO CONTINGENT PAYMENT
SUBORDINATION AGREEMENT

"Credit Agreement") among the Purchaser, the Agent and the Lenders (as defined
- - -----------------
in the Credit Agreement) party thereto dated as of March 12, 1999. The Lenders,
the Agent and any of their successors and assigns are hereinafter referred to
collectively as the "Superior Lender."
---------------

WITNESSETH

WHEREAS, the Purchaser, the Seller and the Agent have entered into that
certain Contingent Payment Subordination Agreement dated as of October 24, 1998
(the "Payment Subordination Agreement");
-------------------------------

WHEREAS, the Purchaser, the Seller and the Agent have also entered into
that certain Amendment No. 1 to the Payment Subordination Agreement dated as of
March 12, 1999 (the "First Amendment");
---------------

WHEREAS, the parties hereto desire to further amend the Payment
Subordination Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the Purchaser, the Seller
and the Agent, the Payment Subordination Agreement is hereby amended as follows:

DEFINITIONS

Definitions. Unless otherwise defined herein, capitalized terms used in
-----------
this Amendment have the meanings provided in the Payment Subordination
Agreement, as amended.

AMENDMENTS

1. Amendment to Section 1(c). Section 1(c) of the Payment Subordination
-------------------------
Agreement is amended in its entirety to read as follows:

(c) So long as any part of the Superior Indebtedness remains outstanding
and until the Credit Agreement shall have been terminated and the Notes (as
defined in the Credit Agreement) shall have been fully and finally paid and
satisfied, the Seller will
<PAGE>

neither accept payment of the Subordinated Obligations in any manner
whatsoever or take any action (i) to accelerate any of the Subordinated
Obligations, (ii) to collect payment of any of the Subordinated
Obligations, nor (iii) to foreclose, take any action or otherwise realize
(whether by judicial action, under power of sale or by self-help
repossession or otherwise) on any security or guaranty given by any person
to secure or guarantee any of the Subordinated Obligations including
without limitation any actions or remedies of the Seller set forth in the
Purchase Agreement.

2. Amendment to Section 1(e). Section 1(e) of the Payment Subordination
-------------------------
Agreement is amended in its entirety to read as follows:

(e) In the event of any distribution, division or application, partial
or complete, voluntary or involuntary, by operation of law or otherwise, of
all or any part of the assets of the Obligor or the proceeds thereof to
creditors of the Obligor or upon any indebtedness of the Obligor, by reason
of the liquidation, dissolution or other winding up of the Obligor or any
of their business, or in the event of any sale, receivership, insolvency or
bankruptcy proceeding, or assignment for the benefit of creditors, or any
proceeding by or against the Obligor for any relief under any bankruptcy or
insolvency law or laws relating to the relief of debtors, readjustment of
indebtedness, reorganizations, compositions or extensions, then and in any
such event any payment or distribution of any kind or character, either in
cash, securities or other property, which shall be payable or deliverable
upon or with respect to any or all of the Subordinated Obligations shall be
paid or delivered directly to the Superior Lender for application on any
Superior Indebtedness, due or not due, until such Superior Indebtedness of
the Obligor to the Superior Lender shall have been finally and fully paid
and satisfied and the Note shall have been canceled. The Seller agrees that
she will not file any claim in bankruptcy or an involuntary proceeding,
receivership or other similar action without expressly acknowledging and
agreeing in writing in any filing or proceeding that its claim is
subordinate in all respect to the Superior Indebtedness.

3. Amendment to Section 1(f). Section 1(f) of the Payment Subordination
-------------------------
Agreement is amended in its entirety to read as follows:

(f) Should any payment or distribution or security or proceeds thereof be
received by the Seller upon or with respect to any of the Subordinated
Obligations prior to the full and final payment and satisfaction of all
Superior Indebtedness and cancellation of the Note, such party will
forthwith deliver the same to the Superior Lender in precisely the form
received (except for the endorsement or assignment of such party where
necessary) for application on any Superior Indebtedness, due or not due,
and, until so delivered, the same shall be held in trust by such party as
property of the Superior Lender and shall not be commingled with any other
funds or property such party or any other person. In the event of the
failure of the Seller to make any such endorsement or assignment, the
Superior Lender, or any of its officers or employees on behalf of the
Superior Lender, is hereby irrevocably authorized and appointed attorney-
in-fact to make the same.
<PAGE>

4. Amendment to Section 2. Section 2 of the Payment Subordination
----------------------
Agreement is amended and restated in its entirety to read as follows:

2. Permitted Payments.
------------------

(a) So long as part of the Superior Indebtedness remains outstanding,
the Obligor may not make, and the Seller may not receive, payments pursuant
to the terms of the Subordinated Debt.

(b) The Seller, prior to the final payment and satisfaction in full in cash
of the Superior Indebtedness and the termination of all financing
arrangements between the credit parties and the Superior Lender in
connection with the Credit Agreement (including letters of credit), shall
have no right to enforce any payment with respect to the Subordinated
Obligations, or to otherwise take any action against any Subordinated
Obligations credit party or any of their respective assets in connection
therewith.

(c) It is understood and agreed by the Seller that payments of the
Subordinated Obligations other than as expressly permitted in this Section
2 shall not be permitted.

MISCELLANEOUS

2. Representations and Warranties of the Agent and the Purchaser. The
-------------------------------------------------------------
Purchaser and the Agent hereby each represents and warrants that it: (i) has
the requisite corporate power and authority to execute, deliver and perform this
Amendment, as applicable; and (ii) is duly authorized to, and has been
authorized by all necessary corporate action, to execute, deliver and perform
this Amendment, and this Amendment does not violate any law, rule, regulation,
contract or agreement otherwise enforceable by or against either of the
Purchaser or the Agent.

3. Representations of the Seller. The Seller hereby represents and
-----------------------------
warrants that she: (i) has had the opportunity to obtain the assistance of legal
counsel in carefully reviewing, discussing and considering all terms of this
Amendment; (ii) executes this Amendment as a free and voluntary act, without any
duress, coercion or undue influence exerted by or on behalf of any other party;
and (iii) has full and complete authorization and power to execute this
Amendment in the capacities herein stated, and this Amendment does not violate
any law, rule, regulation, contract or agreement otherwise enforceable by or
against her.

4. Limited Modification. Except as specifically amended by the First
--------------------
Amendment and hereby, the Contingent Payment Subordination Agreement shall
remain in full force and effect in accordance with its terms.
<PAGE>

8. Successors and Assigns. This Amendment shall be binding upon
----------------------
and inure to the benefit of the parties hereto and their respective successors
and assigns.

IN WITNESS WHEREOF, Access Worldwide Communications, Inc., Bank of America,
N.A. and Ann M. Holmes have caused this Amendment to be duly executed on the
date first above written.

BANK OF AMERICA, N.A.

By:
---------------------------
Name:
Title:

ACCESS WORLDWIDE COMMUNICATIONS, INC.

By:
---------------------------
Name:
Title:

(SEAL)
- - ---------------------- ------------------------------------
Witness Ann M. Holmes

<PAGE>

Exhibit 10(cc)

EXECUTION COPY

AMENDMENT TO AGREEMENT
OF PURCHASE AND SALE

THIS AMENDMENT (this "Amendment"), dated as of April 13, 2000 is by and
---------
among A M Medica Communications, Ltd. (the "Company"), Ann M. Holmes (the
-------
"Shareholder") and Access Worldwide Communications, Inc., formerly known as
- - ------------
CulturalAccessWorldwide Inc. (the "Purchaser").
---------

WITNESSETH

WHEREAS, the Company, the Shareholder and the Purchaser have entered into
that certain Agreement of Purchase and Sale dated as of October 24, 1998 (the
"Purchase Agreement");
- - -------------------

WHEREAS, the parties hereto desire to amend the Purchase Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the Company, the
Shareholder and the Purchaser, the Purchase Agreement is hereby amended as
follows:

DEFINITIONS

Definitions. Unless otherwise defined herein, capitalized terms used in
-----------
this Amendment have the meanings provided in the Purchase Agreement.

AMENDMENTS

1. Amendment to Section I(D). Section I(D) of the Purchase Agreement is
-------------------------
amended and restated in its entirety to read as follows:

D. Contingent Payments. Subject to the conditions set forth herein and
-------------------
in Schedule I hereto, within ten (10) days after the date upon which all
loans and obligations due from the Purchaser in its capacity as the
borrower pursuant to that certain Credit Agreement among the Purchaser,
Bank of America, N.A., formerly known as NationsBank, N.A. (the "Agent"),
as agent, and the lenders party thereto dated as of March 12, 1999 (as
amended from time to time, the "Credit Agreement"), have been paid in full
and the commitments thereunder have been terminated, the Purchaser shall
deliver to the Shareholder the portion of the Contingent Payments, if any,
payable in cash payable with respect to the twelve-month periods ending
December 31, 1999, and December 31, 2000, respectively. Subject to the
conditions set forth herein and in Schedule I hereto, within ninety (90)
days after December 31, 1999 and within ninety (90) days after December 31,
2000, the Purchaser shall deliver to the Shareholder the
<PAGE>

portion of the Contingent Payments, if any, payable in stock payable with
respect to the twelve-month periods ending December 31, 1999 and December
31, 2000, respectively. Subject to the conditions set forth herein and in
Schedule I hereto, within ninety (90) days after December 31, 2001,
December 31, 2002, and December 31, 2003, the Purchaser shall deliver to
the Shareholder the Contingent Payments, if any, payable with respect to
the twelve-month periods ending December 31, 2001, December 31, 2002, and
December 31, 2003, respectively. The amount of the Contingent Payments
payable to the Shareholder with respect to each such period (each, a
"Contingent Period") shall be calculated based upon the EBITA (as defined
below) achieved by the Contingent Payment Business (as hereinafter defined)
during such Contingent Period. Each of the Contingent Payments, if any,
shall be made by delivery to the Shareholder of (i) a certified official
bank check payable to the order of the Shareholder or a wire transfer in
immediately available funds to an account designated by the Shareholder and
(ii) a certificate representing shares of Purchaser Common Stock,
registered in the name of the Shareholder, in each case, in such amounts of
cash and in such numbers of shares as are determined in accordance with
Schedule I hereto.

2. Amendment to Section IV(F). Section IV(F) of the Purchase Agreement is
--------------------------
amended and restated in its entirety to read as follows:

F. Superior Indebtedness. The Credit Agreement (as defined in Section
---------------------
I(D) and all other documents executed in connection therewith constitute
the only "Superior Indebtedness" of the Purchaser as that term is used in
the Note Subordination Agreement (as hereinafter defined) and the
Contingent Payment Subordination Agreement (as hereinafter defined).

4. Amendment to Section XII(C). Section XII(c) of the Purchase Agreement
---------------------------
is amended and restated in its entirety to read as follows:

C. Entire Agreement. This Agreement, as amended by the Amendment,
----------------
and the documents referred to herein contain the entire agreement among the
parties hereto with respect to the transactions contemplated hereby, and no
modification hereof shall be effective unless in writing and signed by the
party against which it is sought to be enforced. Notwithstanding the
foregoing or any other provisions of this Agreement or the documents
referred to herein, no amendment to any of: (i) Section I(D); (ii) Section
IV(F); or (iii) Section XII(C) of this Agreement shall be effective without
the prior written consent of the Agent.

MISCELLANEOUS

1. Condition Precedent. The execution of this Amendment is a condition
-------------------
precedent to the effectiveness of that certain Amendment Agreement and Waiver to
be executed among the Purchaser, certain subsidiaries of the Purchaser,
including the Company, the Agent and the lenders party to the Credit Agreement.

2
<PAGE>

2. Representations and Warranties of the Purchaser and the Company. Each
---------------------------------------------------------------
of the Purchaser and the Company hereby represents and warrants that each: (i)
has the requisite corporate power and authority to execute, deliver and perform
this Amendment, as applicable; and (ii) is duly authorized to, and has been
authorized by all necessary corporate action, to execute, deliver and perform
this Amendment, and this Amendment does not violate any law, rule, regulation,
contract or agreement otherwise enforceable by or against either of Purchaser or
the Company.

3. Representations of the Shareholder. The Shareholder hereby represents
----------------------------------
and warrants that she: (i) has had the opportunity to obtain the assistance of
legal counsel in carefully reviewing, discussing and considering all terms of
this Amendment; (ii) executes this Amendment as a free and voluntary act,
without any duress, coercion or undue influence exerted by or on behalf of any
other party; and (iii) has full and complete authorization and power to execute
this Amendment in the capacities herein stated, and this Amendment does not
violate any law, rule, regulation, contract or agreement otherwise enforceable
by or against her.

4. Limited Modification. Except as specifically amended hereby, the
--------------------
Purchase Agreement shall remain in full force and effect in accordance with its
terms.

5. No Oral Agreements. This Amendment may not be contradicted by evidence
------------------
of prior, contemporaneous or subsequent oral agreements among the parties. There
are no unwritten agreements among the Company, the Purchaser and the
Shareholder.

8. Successors and Assigns. This Amendment shall be binding upon and inure
----------------------
to the benefit of the parties hereto and their respective successors and
assigns.

[Remainder of page left intentionally blank]

3
<PAGE>

IN WITNESS WHEREOF, the A M Medica Communications, Ltd., Access Worldwide
Communications, Inc. and Ann M. Holmes have caused this Amendment to be duly
executed on the date first above written.

A M MEDICA COMMUNICATIONS, LTD.

By: __________________________
Name:
Title:

ACCESS WORLDWIDE COMMUNICATIONS, INC.

By: __________________________
Name:
Title:

________________________________ __________________________(SEAL)
Witness Ann M. Holmes

<PAGE>

Exhibit 10(dd)

EXECUTION COPY

AMENDMENT TO SUBORDINATED
SECURITY AGREEMENT

THIS AMENDMENT (this "Amendment"), dated as of April 13, 2000, is by and
between A M Medica Communications, Ltd. (the "Debtor") and Ann M. Holmes (the
"Secured Party").

WITNESSETH

WHEREAS, the Debtor and the Secured Party have entered into that certain
Subordinated Security Agreement dated as of October 24, 1998 (the "Security
Agreement");

WHEREAS, the parties hereto desire to amend the Security Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the Debtor and the
Secured Party, the Security Agreement is hereby amended as follows:

DEFINITIONS

Definitions. Unless otherwise defined herein, capitalized terms used in
-----------
this Amendment have the meanings provided in the Security Agreement.

AMENDMENTS

1. Amendment to Section 6. A new subsection (c) is hereby added to
----------------------
Section 6 of the Security Agreement and shall read as follows:

(c) Notwithstanding anything contained in this Section 6 or any other
provision of this Agreement, the Secured Party shall not exercise any of
her rights or remedies with respect to the Collateral prior to the payment
in full of the Superior Indebtedness by Access Worldwide Communications,
Inc., formerly known as CulturalAccessWorldwide, Inc. No amendment shall
be made to this Section 6(c) without prior written consent of Bank of
America, N.A., formerly known as NationsBank, N.A., as agent with respect
to the Superior Indebtedness.

MISCELLANEOUS

including the Debtor, Bank of America, N.A. as agent and the lenders party to
that certain Credit Agreement among the foregoing, dated as of March 12, 1999.

2. Representations and Warranties of the Debtor. The Debtor hereby
--------------------------------------------
represents and warrants that it: (i) has the requisite corporate power and
authority to execute, deliver and perform this Amendment, as applicable; and
(ii) is duly authorized to, and has been authorized by all necessary corporate
action, to execute, deliver and perform this Amendment, and this Amendment does
not violate any law, rule, regulation, contract or agreement otherwise
enforceable by or against the Debtor.

3. Representations of the Secured Party. The Secured Party hereby
------------------------------------
represents and warrants that she: (i) has had the opportunity to obtain the
assistance of legal counsel in carefully reviewing, discussing and considering
all terms of this Amendment; (ii) executes this Amendment as a free and
voluntary act, without any duress, coercion or undue influence exerted by or on
behalf of any other party; and (iii) has full and complete authorization and
power to execute this Amendment in the capacities herein stated, and this
Amendment does not violate any law, rule, regulation, contract or agreement
otherwise enforceable by or against her.

4. Limited Modification. Except as specifically amended hereby, the
--------------------
Security Agreement shall remain in full force and effect in accordance with its
terms.

5. No Oral Agreements. This Amendment may not be contradicted by evidence
------------------
of prior, contemporaneous or subsequent oral agreements among the parties. There
are no unwritten agreements between the Debtor and the Secured Party.

8. Successors and Assigns. This Amendment shall be binding upon and inure
----------------------
to the benefit of the parties hereto and their respective successors and
assigns.

[Remainder of page left intentionally blank]

2
<PAGE>

IN WITNESS WHEREOF, the A M Medica Communications, Ltd. and Ann M. Holmes
have caused this Amendment to be duly executed on the date first above written.

A M MEDICA COMMUNICATIONS, LTD.

By:
Name:
Title:

_______________________________ ________________________________(SEAL)
Witness Ann M. Holmes

<PAGE>

Exhibit 10(ee)

AMENDMENT TO 6% CONVERTIBLE SUBORDINATED PROMISSORY NOTE DUE
JANUARY 15, 2000

THIS AMENDMENT (this "Amendment"), dated as of April 13, 2000, is by and
between TLM Holdings Corp. (the "Maker") and Lee Edelstein (the "Payee"), as
assignee of TeleManagement Services, Inc. ("TMS"). (Unless otherwise defined
herein, capitalized terms used in this Amendment have the meanings provided in
the Subordinated Note.)

WITNESSETH

WHEREAS, the Maker executed that certain 6% Convertible Subordinated
Promissory Note (the "Subordinated Note") due January 15, 2000 in the original
principal amount of $1,300,000 payable to TMS dated as of January 15, 1997; and

WHEREAS, on January 27, 1997, TMS assigned the Subordinated Note to the
Payee, who currently owns and holds the Subordinated Note, and on December 9,
1997, TMS was voluntarily dissolved;

WHEREAS, pursuant to Section 2.5 of the Subordinated Note and due to the
existence of a Senior Debt default, the Maker has not made the payment of
principal and interest due on the Subordinated Note on January 15, 2000 to the
Payee; and

WHEREAS, the Maker and the Payee have agreed to amend the Subordinated
Note.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the Maker and the Payee, the
Subordinated Note is hereby amended as follows:

1. Amendment to Section 1. Section 1 of the Subordinated Note is amended
----------------------
and restated in its entirety to read as follows:

Section 1. Payment.
-------

Section 1.1 General. FOR VALUE RECEIVED, TLM Holdings Corp., a
-------
Delaware corporation (the "Maker"), hereby promises to pay to the order of
Lee Edelstein (the "Payee"), at the offices of the Maker (except that the
Payee may require that payments shall be made to the Payee by mail at such
address as the Payee shall from time to time designate in writing to the
Maker), the principal sum of One Million Three Hundred Thousand Dollars
($1,300,000) in lawful money of the United States of America.

The Maker hereby also promises to pay interest on the unpaid principal
amount hereof in like money at such place, from the date hereof until
payment of the principal amount hereof has been made in full, at the rate
of six percent (6%) per annum (the "Non-
<PAGE>

Default Rate") payable annually on the 15th day of January each year,
commencing on January 15, 1998, which first payment shall include interest
accrued from the date hereof; provided that, the accrued and unpaid
--------
interest outstanding on January 15, 2000, shall be paid by the Maker to the
Payee on May 31, 2000. Any accrued and unpaid interest outstanding on the
date the Final Installment is paid (as defined below) shall be due and
payable in full on such date .

The principal amount shall be payable in two (2) equal annual
installments of Four Hundred Thirty Three Thousand Three Hundred Thirty
Three Dollars ($433,333) on January 15, 1998, and January 15, 1999, and in
one final installment of Four Hundred Thirty Three Thousand Three Hundred
Thirty Four Dollars ($433,334) (the "Final Installment") on the date which
is 10 days following the payment in full of all amounts and obligations
owed by Access Worldwide Communications, Inc. (the "Borrower"), pursuant to
that certain Credit Agreement (the "Credit Agreement") among the Borrower,
the guarantors party thereto, Bank of America, N.A. (the "Agent"), as
agent and the lenders party thereto, dated as of March 12, 1999 and amended
as of April 13, 2000. All accrued and unpaid interest then outstanding
shall be due and payable at the time that the Final Installment is due and
payable.

2. Amendment to Section 4. The second paragraph of Section 4 of the
----------------------
Subordinated Note is amended and restated in its entirety to read as follows:

If the indebtedness evidenced by this Note shall not be paid on the
date when due, thereafter the unpaid principal balance of such indebtedness
shall bear interest at the rate of ten percent (10%) per annum until the
past due portion of the indebtedness (including all accrued and unpaid
interest) is paid, but in no event shall such rate of interest exceed the
highest rate permitted by applicable law. Notwithstanding the foregoing or
any other provisions of this Note, no interest in excess of the Non-Default
Rate shall be paid on the unpaid principal balance evidenced by this Note
prior to the payment in full by the Borrower of all amounts and obligations
owed pursuant to the Credit Agreement. Rather, if the Default Rate is
properly invoked by the Payee prior to the payment of all amounts and
obligations due under the Credit Agreement by the Borrower, any and all
interest amounts in excess of the Non-Default Rate shall accrue, but shall
not be paid until the date the Final Installment is paid.

MISCELLANEOUS

1. Condition Precedent. The execution of this Amendment is a condition
-------------------
precedent to the effectiveness of that certain Amendment Agreement and Waiver to
be executed in connection with the Credit Agreement among the Borrower, certain
subsidiaries of the Borrower, including the Maker and the Payee, Bank of
America, N.A., as agent, and the lenders party to the Credit Agreement.

2. Representations and Warranties of the Maker and the Payee. Each of the
---------------------------------------------------------
Maker and the Payee hereby represents and warrants that each: (i) has the
requisite corporate and
<PAGE>

individual power and authority to execute, deliver and perform this Amendment,
as applicable; and (ii) is duly authorized to, and has been authorized by all
necessary corporate action, to execute, deliver and perform this Amendment, and
this Amendment does not violate any law, rule, regulation, contract or agreement
otherwise enforceable by or against either of the Maker or the Payee, and (iii),
as to Payee, the second recital set forth above is true and correct.

3. Limited Modification. Except as specifically amended hereby, the
--------------------
Subordinated Note shall remain in full force and effect in accordance with its
terms.

4. No Oral Agreements. This Amendment may not be contradicted by
------------------
evidence of prior, contemporaneous or subsequent oral agreements among the
parties. There are no unwritten agreements among the Maker and the Payee.

5. Counterparts. This Amendment may be executed by the parties hereto in
------------
several counterparts (including facsimile counterparts), each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement. Delivery of an executed counterpart of this Amendment by
telecopy shall be effective as an original and shall constitute a representation
that an original shall be delivered.

6. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
-------------
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF FLORDIA.

7. Successors and Assigns. This Amendment shall be binding upon and
----------------------
inure to the benefit of the parties hereto and their respective successors and
assigns.

IN WITNESS WHEREOF, TLM Holdings Corp. and TeleManagement Services, Inc. have
caused this Amendment to be duly executed on the date first above written.

TLM HOLDINGS, CORP.

By:
---------------------------------
Name:
Title:

By:
----------------------------------
Lee Edelstein

<PAGE>

Exhibit 10(ff)

AMENDMENT TO AGREEMENT
OF PURCHASE AND SALE

THIS AMENDMENT (this "Amendment"), dated as of April 13, 2000, is by and
---------
among TeleManagement Services, Inc. (the "Company"), Lee H. Edelstein (the
"Shareholder") and TLM Holdings Corp. (the "Purchaser").

WITNESSETH

WHEREAS, the Purchaser, the Shareholder and the Company have entered into
that certain Agreement of Purchase and Sale dated as of January 1, 1997 (the
"Purchase Agreement"); and

WHEREAS, the Company was voluntarily dissolved on December 9, 1997, and the
Shareholder, as sole director at the time, is empowered to execute this
Amendment as Trustee of the dissolved corporation; and

WHEREAS, the parties hereto desire to amend the Purchase Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the Purchaser, the
Shareholder and the Company, the Purchase Agreement is hereby amended as
follows:

DEFINITIONS

Definitions. Unless otherwise defined herein, capitalized terms used in
-----------
this Amendment have the meanings provided in the Purchase Agreement.

AMENDMENTS

1. Amendment to Section I(D). Section I(D) of the Purchase Agreement is
-------------------------
amended and restated in its entirety to read as follows:

D. Contingent Payments. Subject to the conditions set forth herein and
-------------------
in Schedule IV hereto, within ninety (90) days after December 31, 1997, and
December 31, 1998, and within one hundred fifty (150) days after December
31, 1999, the Purchaser shall deliver to the Company the Contingent
Payments, if any, payable with respect to the twelve-month periods ending
December 31, 1997, December 31, 1998, and December 31, 1999, respectively.
The amount of the Contingent Payments payable to the Company with respect
to each such twelve-month period (each, a "Contingent Period") shall be
calculated based upon the earnings before interest, taxes and amortization
("EBITA") achieved by the Contingent Payment Business (as hereinafter
defined) during such Contingent Period. Each of the Contingent Payments,
if any, shall be made by delivery to the Company of (i) a certified or
official bank check payable to the order of the Company and (ii) a
certificate representing shares of common stock, $.01 par value ("Purchaser
<PAGE>

Exhibit 10(ff)

Common Stock"), of the Purchaser, registered in the name of the Company, in
each case, in such amounts of cash and in such numbers of shares as are
determined in accordance with Schedule IV hereto. Notwithstanding the
foregoing or any other provisions of this Agreement (including, without
limitation, Schedule IV hereto), the Contingent Payment due with respect to
the twelve-month period ending December 31, 1999: (a) shall not exceed a
total of $1.2 million; and (b) shall be paid one-half in the common stock
of the Purchaser and one-half in cash.

2. Amendment to Schedule IV(3). Section (3) of Schedule IV of the
---------------------------
Purchase Agreement is amended and restated in its entirety to read as follows:

(3) For the Contingent Period Ending December 31, 1999 the Company shall
--------------------------------------------------------------------
receive Contingent Payments equal to:
------------------------------------

The EBITA of the Contingent Payment Business for such Contingent Period
multiplied by 1.8333 minus the Subtrahend; provided that, in no event,
--------
shall the Contingent Payment for such Contingent Period exceed a total
of $1.2 million.

3. Amendment to Payments section of Schedule IV. The Payments section of
-------------------------------------------- --------
Schedule IV is amended and restated in its entirety to read as follows:

Payments
--------

The Contingent Payments will be payable 50% in cash and 50% in shares of
the Purchaser Common Stock (valued at the lesser of $15.00 per share or the
Market Price per share (as hereinafter defined) of the Purchaser Common
Stock). The term "Market Price" shall mean the average for the sixty days
ending five business days prior to the date each Contingent Payment is due
(ninety days after the last day of the prior calendar year) of the last
sale price regular way, or, in case no sale takes place on any such day,
the average of the closing bid and asked prices regular way, in either case
on the principal national securities exchange on which the Purchaser Common
Stock is listed or admitted to trading, or if the Purchaser Common Stock is
not listed or admitted to trading on any national securities exchange, the
last sale price reported on the National Market System of the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), or
the last sale price in the over-the-counter market reported on NASDAQ,
whichever is applicable, or if there are no such prices reported on NASDAQ,
as furnished to the Purchaser by any New York Stock Exchange member
selected from time to time by the Purchaser for such purposes. If the
Purchaser Common Stock is not traded on a stock exchange or in the over-
the-counter market, the Market Price shall be the value of the Purchaser
Common Stock determined by a New York Stock Exchange member selected by the
Purchaser and approved by the Company; it being understood that Lehman
Brothers, Inc., J.P. Morgan & Co., Inc., and Smith Barney Inc., shall be
deemed to have been approved by the Company to determine the Market Price
if the Purchaser Common Stock is not traded on a stock exchange or in the
over-the-counter market. In the event a Reorganization shall have
occurred, the "Market Price" per share

2
<PAGE>
Exhibit 10(ff)

shall be the value of the Reorganization Consideration per share, with any
securities included in the Reorganization Consideration valued as set forth
above and the value of any other non-cash consideration determined in
accordance with the immediately preceding sentence.

MISCELLANEOUS

1. Condition Precedent. The execution of this Amendment is a condition
-------------------
precedent to the effectiveness of that certain Amendment Agreement and Waiver to
be executed in connection with that certain Credit Agreement among Access
Worldwide Communications, Inc. (the "Borrower"), certain subsidiaries of the
Borrower, including the Purchaser and the Company, Bank of America, N.A., as
agent, and the lenders party thereto dated as of March 12, 1999.

3. Representations of the Shareholder. The Shareholder hereby represents and
----------------------------------
warrants that he: (i) has had the opportunity to obtain the assistance of
legal counsel in carefully reviewing, discussing and considering all terms
of this Amendment; (ii) executes this Amendment as a free and voluntary
act, without any duress, coercion or undue influence exerted by or on
behalf of any other party; and (iii) has full and complete authorization
and power to execute this Amendment in the capacities herein stated, and
this Amendment does not violate any law, rule, regulation, contract or
agreement otherwise enforceable by or against him.

4. Limited Modification. Except as specifically amended
--------------------
hereby, the Purchase Agreement shall remain in full force and effect in
accordance with its terms.

5. No Oral Agreements. This Amendment may not be contradicted by evidence of
------------------
prior, contemporaneous or subsequent oral agreements among the parties.
There are no unwritten agreements among the Purchaser, the Company and the
Shareholder.

6. Counterparts. This Amendment may be executed by the parties hereto in
------------
several counterparts (including facsimile counterparts), each of which
shall be deemed to be an original and all of which shall constitute
together but one and the same agreement. Delivery of an executed
counterpart of this Amendment by telecopy shall be effective as an original
and shall constitute a representation that an original shall be delivered.

7. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
-------------
PARTIES HEREUNDER SHALL BE GOVERNED BY AND

3
<PAGE>
Exhibit 10(ff)

CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
FLORIDA.

8. Successors and Assigns. This Amendment shall be binding
----------------------
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

IN WITNESS WHEREOF, TLM Holding Corp., TeleManagement Services, Inc. and Lee
H. Edelstein have caused this Amendment to be duly executed on the date first
above written.

TLM HOLDINGS, CORP.

By:_______________________________
Name:
Title:

TELEMANAGEMENT SERVICES, INC.

By:_______________________________
Name:
Title:

________________ (SEAL)
Witness Lee H. Edelstein

<PAGE>
<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 4,706,380
<SECURITIES> 0
<RECEIVABLES> 16,054,070
<ALLOWANCES> 113,082
<INVENTORY> 0
<CURRENT-ASSETS> 25,628,483
<PP&E> 11,435,983
<DEPRECIATION> 2,410,874
<TOTAL-ASSETS> 109,524,030
<CURRENT-LIABILITIES> 17,460,785
<BONDS> 0
4,000,000
0
<COMMON> 95,285
<OTHER-SE> 46,599,242
<TOTAL-LIABILITY-AND-EQUITY> 109,524,030
<SALES> 82,515,114
<TOTAL-REVENUES> 82,515,114
<CGS> 50,861,641
<TOTAL-COSTS> 50,861,641
<OTHER-EXPENSES> 33,561,279
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,723,666
<INCOME-PRETAX> (5,631,472)
<INCOME-TAX> 1,793,130
<INCOME-CONTINUING> (3,838,342)
<DISCONTINUED> 0
<EXTRAORDINARY> 101,686
<CHANGES> 0
<NET-INCOME> (3,940,028)
<EPS-BASIC> 0.42
<EPS-DILUTED> 0.42

</TABLE>