audit-charter.040104

ACCESS WORLDWIDE COMMUNICATIONS, INC. Audit Committee Charter There shall be established a committee of the Board of Directors (the "Board") of Access Worldwide Communications, Inc. (the "Corporation") to be known as the Audit Committee (the "Committee"). The Committee shall be composed of, two directors until April 1, 2004 when at least, three directors appointed by the Board at the recommendation of the Corporation's Nominating Committee, each of whom (1) are educated and experienced in financial matters, (2) are independent of the management of the Corporation, (3) are free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment as a Committee member and (4) otherwise meet the educational, experience, independence and other requirements for membership on the Committee as may be determined from time to time by Nasdaq Stock Market, Inc. ("Nasdaq"), the Securities and Exchange Commission (the "Commission"), and the federal securities laws of the United States. In addition, starting April 1, 2004, at least one Committee member shall be a "financial expert" as such term is defined under the rules and regulations of Nasdaq and the Commission and under the federal securities laws. The primary purpose of the Committee shall be to assist the Board in fulfilling its responsibilities to oversee management activities related to internal controls, disclosure controls, accounting and financial ...