MASTER SERVICES AGREEMENT

This Master Service Agreement (the ?Agreement?) effective June 1, 2005 (the ?Effective Date?) is entered into by and between Access Worldwide Communications, Inc., a Delaware corporation with its principal offices at 4950 Communication Avenue, Suite 300, Boca Raton, FL 33431 (?ACCESS?) and E*TRADE Financial Corporation, 671 North Glebe Road, Arlington, Virginia 22203 (?COMPANY?).

ACCESS and COMPANY shall be referred to individually as the party and collectively as the parties.

RECITALS

WHEREAS, COMPANY is willing to appoint, upon the terms and conditions of this Agreement, ACCESS as a non-exclusive representative to provide the Services, defined in Section 1.3 below, and

WHEREAS, ACCESS desires to accept such appointment, upon the terms and conditions of this Agreement, and

WHEREAS, ACCESS hereby agrees to perform any and all Services (defined below) set forth in any Scope of Work (defined below).

NOW, THEREFORE, in consideration of the mutual promises herein, and intending to be legally bound hereby, the parties agree as follows:

1. DEFINITIONS.

1.1 Customers. ?Customers? means all commercial and residential users of any products or services provided by Customer.

1.2 Price. ?Price? means the price for the Services as set forth in a Scope of Work.

1.3 Scope of Work. ?Scope of Work? means any document signed by both parties and identified to the Agreement, describing Services to be performed hereunder. Any Scope of Work entered into by the parties shall constitute a separate and distinct contract between the parties, it being understood and agreed, however, that the terms and conditions of the Agreement shall be deemed incorporated by reference into this, and any additional Scope of Work, and shall take precedence over any contrary or inconsistent terms and conditions appearing or referred to in any such Scope of Work, unless the Scope of Work explicitly states otherwise. No such contrary or inconsistent terms and conditions, nor any contrary, inconsistent or additional terms in any document issued by either party shall become part of any such contract unless accepted in writing by the parties.

1.4 Services. ?Services? shall mean the services described in Exhibit A, the Scope of Work, attached hereto, and any additional Scope of Work issued from time to time during the term of the Agreement. Each such Scope of Work shall constitute a separate and distinct contract between the parties, it being understood and agreed, however, that the terms and conditions of this Agreement shall be deemed incorporated by reference into each such Scope of Work and shall take precedence over any contrary or inconsistent terms and conditions appearing or referred to in any such Scope of Work, unless the Scope of Work explicitly states otherwise. No such contrary or inconsistent terms and conditions, nor any contrary, inconsistent or additional terms in any document issued by either party shall become part of any such contract unless accepted in writing by the parties. Scopes of Work will not be effective unless and until signed by authorized representatives of each party.

2. APPOINTMENT.

2.1 COMPANY hereby appoints ACCESS as a non-exclusive representative to provide the Services.

2.2 ACCESS acknowledges and agrees that COMPANY may enter into arrangements with other entities to provide the Services under this Agreement.

3. TERM.

3.1 The initial term of this Agreement shall commence on June 1, 2005 and, unless sooner terminated as provided herein, shall terminate twelve (12) month(s) later on June 9, 2006 (?Initial Term?). This Agreement shall be automatically renewed for additional twelve (12) month term(s) (each a ?Renewal Term?) unless (a) either party gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of the initial or any renewal term or (b) this Agreement is otherwise terminated in accordance with its terms. COMPANY may terminate this Agreement upon thirty (30) days prior written notice with or without cause during the Initial Term or any Renewal Term. Except as otherwise set forth in the applicable Scope of Work, said Scope of Work shall terminate upon the expiration or termination of this Agreement.

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