ASSET PURCHASE AGREEMENT



     This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of May 15, 2000,

is made by and between Merkafon International, Ltd., a Texas limited partnership

("Buyer"), AWWC Texas I, LP, a Delaware limited partnership ("Seller"), and

Access Worldwide Communications, Inc., a Delaware corporation ("Access

Worldwide").



     WHEREAS, Access Worldwide directly or indirectly owns 100% of the equity

interests in Seller; and



     WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase

from Seller, upon the terms and subject to the conditions herein set forth, all

of the assets owned, leased or used by Seller for use in or otherwise related to

its provision of inbound and outbound telemarketing services from, and other

call center operations conducted at, 6500 International Parkway, Suite 1500,

Plano, Texas  75093 (the "Call Center");



     NOW, THEREFORE, in consideration of the premises and the mutual covenants

and agreements herein contained, and intending to be legally bound hereby, Buyer

and Seller hereby agree as follows:



                                   ARTICLE I



                           TERMS OF THE TRANSACTION



          1.1  Assets to be Transferred.  At the Closing (defined below), and

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on the terms and subject to the conditions set forth in this Agreement, Seller

and Access Worldwide agree to sell, assign, transfer, deliver, and convey

(collectively, "transfer"), or cause to be transferred, to Buyer, and Buyer

agrees to purchase, all the following assets and properties (the "Assets"),

which constitute, among other things, all of the tangible assets and properties

that are owned, leased or used by Seller in the Call Center:



          (a)  Equipment and Machinery.  All vehicles, equipment, machinery,

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     materials, furniture, fixtures, spare parts, supplies, and other tangible

     personal property described on Schedule 1.1(a);

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          (b)  Computers.  All of the computer equipment and hardware, including

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     without limitation all central processing units, terminals, disk drives,

     tape drives, electronic memory units, printers, keyboards, screens,

     peripherals (and other input/output devices), modems and other

     communication controllers, and any and all parts and appurtenances thereto,

     described on Schedule 1.1 (b).

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          (c)  Permits.  All right, title, and interest of Seller in, to, and

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     under all Permits described on Schedule 1.1(c), as such Permits can be

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

     lawfully conveyed;



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          (d) Contracts and Agreements.  All right, title, and interest of

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     Seller  and Access Worldwide in, to, and under the contracts (with

     customers, suppliers, lessors of personal property, or otherwise), which

     are described on Schedule 1.1(d), and all rights (including rights of

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     refund and offset), privileges, deposits, claims, causes of action, and

     options in favor of Seller and Access Worldwide, relating or pertaining to

     such contracts and agreements;



          (e) Intellectual Property.  All patents, trademarks, service marks,

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     trade names, service names, brand names, copyrights, trade secrets, know-

     how, proprietary processes and materials, inventions, computer software

     (including documentation and object and source codes), and similar rights

     described on Schedule 1.1(e), and all registrations, applications,

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

     licenses, claims, causes of action, and rights with respect to any of the

     foregoing, and all rights to recover for infringement thereof (the

     "Intellectual Property");



          (f) Warranty Claims.  All rights, claims, and causes of action of

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     Seller under or pursuant to all warranties, representations,

     indemnifications, hold harmless provisions, and guarantees made by

     suppliers, licensors, manufacturers, contractors, and others (including

     Seller's predecessors in title to the Assets) in respect of the Assets;



          (g) Prepaid Expenses.  All right, title, and interest of Seller in and

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     to all prepaid rentals and other prepaid expenses arising from payments

     made by Seller in the ordinary course of the operation of the Call Center

     prior to the close of business on the Closing Date for goods or services

     where such goods or services have not been received by Seller by the close

     of business on the Closing Date, as same are listed on Schedule 1.1(g)

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



          (h) Customer and Supplier Data.  All customer lists and customer data,

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

     vendor lists and vendor data, supplier lists and supplier data, relating,

     respectively, to the Seller's customers, vendors, and suppliers.



          (i) Books and Records.  All books, records, papers, and instruments of

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     Seller of whatever nature and wherever located that relate to the Assets or

     the operation of the Call Center, including without limitation all

     financial and accounting records and all books and records relating to the

     purchase of materials, supplies, and services, the sale of products, and

     dealings with customers (including all customer lists), vendors, and

     suppliers, and including computerized books and records and other

     computerized storage media and the software used in connection therewith,

     provided that Seller shall retain title to, and only be required to deliver

     copies of, minute books and other corporate documents and tax returns and

     other accounting and financial records.



All the assets and properties described in this Section 1.1 and to be

transferred to Buyer pursuant to this Agreement are collectively referred to

herein as the "Assets."



     1.2  Excluded Assets.  Other than the Assets, Seller is not conveying any

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assets or properties to Buyer.  The assets not being sold include but are not

limited to those listed on Schedule 1.2.

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



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     1.3  Purchase Price; Payment Terms.  The total purchase price to be paid

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

by Buyer, in addition to the assumption by Buyer of the Assumed Liabilities

(defined below), in consideration of the transfer to Buyer of the Assets and the

execution of the License Agreement described in Section 8.7(l) is Five Million

Dollars ($5,000,000) (the "Purchase Price").  At the Closing, Buyer shall pay

Four Million Seven Hundred Fifty Thousand Dollars ($4,750,000) of the Purchase

Price to Seller via wired funds.  Seller agrees that for a period of three

months following the Closing Date, and for as long thereafter as any

indemnification claim asserted by Buyer under this Agreement is pending (but

only up to the amount of such claim), the remaining Two Hundred Fifty Thousand

Dollars ($250,000) of the Purchase Price (the "Holdback") shall be deposited in

an escrow account pursuant to Section 1.4 below.



     1.4  Escrow of Funds.  In order to secure the indemnity obligations of

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Seller under Article XI, Seller shall, at the Closing, cause to be deposited

with Bank of America as escrow agent the amount of $250,000 under an escrow

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