VOTING AGREEMENT

This VOTING AGREEMENT (together with any Attachments hereto, this ?Agreement?), dated as of January 17, 2008 is made and entered into by and among E*TRADE INFORMATION SERVICES, LLC, a Delaware limited liability company (?E*TRADE?), Access Worldwide Communications, Inc., a Delaware corporation (?Company?), Shawkat Raslan (the ?Director?). E*TRADE, Company and the Director are sometimes referred to herein as a ?Party? and collectively as the ?Parties.?

W I T N E S S E T H:

WHEREAS, the Company and E*TRADE shall enter into a common stock purchase agreement of even date pursuant to which E*TRADE shall purchase a certain number shares of common stock, par value $0.01 in Company (the ?Common Stock?), (the ?Common Stock Purchase Agreement?), and Access Worldwide (AWWC) Philippines, Inc., a wholly-owned subsidiary of the Company (?Subsidiary?) shall enter into an option to purchase agreement with E*TRADE (the ?Transaction?); and

WHEREAS, the Director owns, beneficially and of record, 3,903,144 shares of Common Stock (the ?Shares?); and

WHEREAS, this Agreement is being entered into in order to create a binding agreement of the Director to irrevocably vote all of his Shares in favor of electing E*TRADE?s two (2) designees to the Board of Directors of Company (the ?Board?); and

WHEREAS, this Agreement is further being entered into to create a binding agreement of the Company to permit observation at meetings of the Board by an individual designated by E*TRADE; and

WHEREAS, as a condition to the execution and delivery of the Common Stock Purchase Agreement, E*TRADE and Company have requested that the Director enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements contained in this Agreement and intending to be legally bound hereby, the Parties agree as follows:

1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings set forth in the Common Stock Purchase Agreement.

2. Election of Directors.

2.1. Voting of Shares. During the term of this Agreement, at every meeting of the stockholders of the Company called, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Company, Director (in his capacity as a stockholder of the Company) shall, or shall cause the holder of record on any applicable record date to, vote all of Director?s shares of Common Stock and any other voting securities eligible to vote on the matter

(collectively, the ?Voting Securities?) for the candidates designated by E*TRADE pursuant to the provisions of this Agreement. Director further agrees that he will not vote any Voting Securities owned by Director or over which Director has voting control, or take any action by written consent, or take any other action as a stockholder of the Company, to circumvent the voting arrangements required by this Agreement.

2.2. Number of Directors. The Board shall consist of such number of directors as determined in accordance with the Bylaws of the Company, which shall not be more than nine (9). The Parties shall use their best efforts to permit no amendment of the Bylaws of the Company that would reduce the number of directors constituting the Board below seven (7).

2.3. Designated Director. In elections of directors of the Company, the Director (in his capacity as a stockholder of the Company) shall vote all of his Voting Securities for the two (2) candidates for the Board from time to time designated by E*TRADE (each a ?E*TRADE Director? and together the ?E*TRADE Directors?). E*TRADE initially designates Michael Curcio and Greg Framke as the E*TRADE Directors. The parties agree that it shall constitute a breach of this agreement by the Company and the Director if, for any reason during the term of this Agreement (other than a reason initiated by E*TRADE or an E*TRADE Director), there are less than two (2) E*TRADE Directors of the Company.

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