ASSET PURCHASE AGREEMENT

                            ------------------------



         THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered

into effective as of June 20, 2006, by and among TELEMANAGEMENT SERVICES, INC.

d/b/a TMS PROFESSIONAL MARKETS GROUP, a Delaware corporation (the "Company"),

ACCESS WORLDWIDE COMMUNICATIONS, a Delaware corporation (the "Shareholder") and

TMS PROFESSIONAL MARKETS GROUP, LLC, a Delaware limited liability company (the

"Buyer").



                                    RECITALS

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         A.       The Buyer desires to purchase substantially all of the

Company's assets.



         B.       The  Company  desires  to sell and the Buyer  desires  to

purchase  such  assets  upon the terms and  subject to the conditions set forth

herein.



         C.       The Shareholder owns 100% of the Company's outstanding capital

stock.



                                    AGREEMENT

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         NOW, THEREFORE, in consideration of the foregoing recitals and the

mutual promises, representations, warranties, and covenants hereinafter set

forth and for other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties hereto agree as follows:



                                    ARTICLE I

                                   DEFINITIONS



         1.1 Definitions. Capitalized terms used in this Agreement shall have

the meanings set forth below.



         "Acquired Assets" has the meaning given such term in Section 2.1(a).



         "Affiliate" means any Person that directly, or indirectly through one

or more intermediaries, controls, or is controlled by, or under common control

with, the Person(s) specified. The term "control" (including the terms

"controlling," "controlled by" and "under common control with") means the

possession, directly or indirectly, of the power to direct or cause the

direction of the management or the policies of a Person, whether through the

ownership of at least fifty percent (50%) of the voting securities of such

Person, by contract or otherwise.



         "Agreement" has the meaning given such term in the preface above.



         "Assumed Liabilities" has the meaning given such term in

Section 2.1(c).



{PAGE}



         "Benefit Program or Agreement" means any employment, stock option plan,

collective bargaining agreement, bonus plan or arrangement, incentive award plan

or arrangement, vacation and sick leave policy, severance pay policy or

agreement, deferred compensation agreement or arrangement, consulting agreement,

employment contract and each other employee benefit plan, agreement,

arrangement, program, practice or understanding which is not described in

Section 3.07(a)(i).



         "Business" means the business of providing sales and marketing

communications services to health care clients including, without limitation,

pharmaceutical, biotech, medical device, medical diagnostic, and other related

pharmaceutical or health care companies. These services include both outbound or

inbound communications with health care professionals (physicians, physician

assistants, nurse practitioners, nurses, and other health care professionals),

pharmacists, patients, and health care consumers such as product detailing to

physician offices, physician and pharmacist profiling, patient education and

other direct to consumer programs, disease management, pharmacy stocking,

pharmacy education & awareness, vacant territory management, direct-to-consumer

call handling, patient compliance/persistency programs, patient acquisition

programs, consumer affairs, customer service, clinical trial recruitment and

screening. Types of communications utilized include inbound and outbound

telephone calls (including land lines, wireless, IVR, and VOIP), email and

web-based communications, faxing, and fulfillment services including, without

limitation, direct mail, package, coupon fulfillment and rebate fulfillment.

Notwithstanding the foregoing, the services performed by AM Medica

Communications Group, a wholly owned subsidiary of the Shareholder, which

includes (i) organizing meetings that provide medical education programs, (ii)

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