EXHIBIT 4.4



TRANSCEND SERVICES, INC.

2004
EMPLOYEE STOCK PURCHASE PLAN



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TRANSCEND SERVICES, INC.



2004 Employee Stock Purchase Plan



1. Purpose. The purpose of the Plan is to provide employees of the Company and its Subsidiaries with an opportunity
to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an Employee Stock Purchase Plan under Section 423 of the Internal Revenue Code of 1986, as
amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.



2. Definitions.



(a) Board shall mean the Board of Directors of Transcend Services, Inc., or the Stock Option and Compensation Committee
of the Board.



(b) Code
shall mean the Internal Revenue Code of 1986, as amended.



(c) Common Stock shall mean the common stock of Transcend Services, Inc



(d) Company shall mean Transcend Services, Inc., a Delaware corporation, and each Subsidiary of the Company.



(e) Compensation shall
mean all base gross earnings, standard base and standard incentive line-rate gross earnings and commissions, exclusive of payments for overtime, other incentive compensation, bonuses, business expense reimbursements and other special compensation.



(f) Designated Subsidiary
shall mean, with respect to any Offering Period, a Subsidiary that has been designated by the Board in its sole discretion as not being eligible to participate in offerings under the Plan during such Offering Period.



(g) Employee shall mean any individual
who is an Employee of the Company for tax purposes and whose customary employment with the Company is at least twenty (20) hours per week (which is generally the period in which a Medical Language Specialist would transcribe at least 2,750 lines)
and more than five (5) months in any calendar year, provided that the Employee has completed six months of employment with the Company. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual
is on sick leave or other leave of absence approved by the Company. Where the period of leave exceeds 90 days and the individuals right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be
deemed to have terminated on the 91st day of such leave.



(h) Enrollment Date shall mean the first day of the applicable Offering Period.



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(i) Exercise Date shall mean the last day of the applicable Offering
Period.



(j) Fair Market
Value shall mean, as of any date, the value of Common Stock determined as follows:



(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market
trading day prior to the purchase, as reported in The Wall Street Journal or such other source as the Board deems reliable; or



(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean of the closing bid and asked prices for the Common Stock on the date prior to the purchase as reported in The Wall Street Journal or such other source as the Board deems reliable; or



(iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the Board.



(k) Offering Period shall mean, with respect to any offering of Common Stock hereunder, the period specified by the
Board (which shall normally consist of three (3) calendar months) during which such offering is effective and outstanding, generally commencing on the first day of each calendar quarter of each year and terminating on the last day in that calendar
quarter; provided, however, that the first Offering Period under the Plan shall commence on July 1, 2004. The duration and timing of Offering Periods may be changed pursuant to Section 4 of this Plan.



(l) Plan shall mean this 2004 Employee
Stock Purchase Plan.



(m) [Intentionally
Omitted.]



(n) Purchase
Price shall mean, with respect to any offering of Common Stock hereunder, 85% of the Fair Market Value of a share of Common Stock on the applicable Enrollment Date (or if no shares of Common Stock were traded on that day, on the last
Trading Day prior thereto on which shares of Common Stock were traded) or on the applicable Exercise Date (or if no shares of Common Stock were traded on that day, on the last Trading Day prior thereto on which shares of Common Stock were traded),
whichever is lower; provided, however, that the Purchase Price may be adjusted by the Board pursuant to Section 20.



(o) Reserves shall mean the number of shares of Common Stock covered by each option under the Plan, which have not yet
been exercised, and the number of shares of Common Stock that have been authorized for issuance under the Plan but not yet placed under option.



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(p) Subsidiary shall mean a subsidiary corporation (as
that term is defined in Code Section 424(f)) with respect to the Company, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.



(q) Trading Day shall mean a day on which national stock exchanges and the Nasdaq Stock
Market are open for trading.



3. Eligibility.



(a) Each Employee who shall be employed by
the Company (other than an Employee of a Designated Subsidiary with respect to the applicable Offering Period) on the Enrollment Date for the applicable Offering Period shall be eligible to participate in the offering under the Plan for that
Offering Period. Only Employees of the Company shall be eligible to participate in offerings under the Plan, provided that, with respect to any Offering Period, the Employees of a Subsidiary that is a Designated Subsidiary for that Offering Period
shall not be eligible to participate in the offering for that Offering Period.



(b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) to the extent
that, immediately after the grant, such Employee would own (or under the attribution rules of Section 424(d) of the Code would be treated as owning) capital stock of the Company and/or outstanding options to purchase such stock possessing, in the
aggregate, five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary, or (ii) to the extent that his or her rights to purchase stock under all employee stock
purchase plans of the Company and its Subsidiaries exceed Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the fair market value of the shares at the time such option is granted) in any calendar year.



(c) With respect to any offering hereunder, each
participating Employee shall have the same rights and privileges subject to the limitations set forth herein; provided, that the use of Compensation (which varies among Employees) as the basis for determining the number of shares of Common Stock for
which an Employee may be granted an option shall not be construed to create a difference in such rights and privileges so long as each participating Employee has the right to elect the same percentage of his Compensation as a payroll deduction under
Section 6.



4. Offering Periods. The Plan shall be
implemented by consecutive Offering Periods with a new Offering Period commencing on the first day of each calendar quarter of each year, or on such other date as the Board shall determine, and continuing thereafter until terminated in accordance
with Section 20 hereof; provided, however, that the first Offering Period under the Plan shall commence on July 1, 2004. The Board shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with
respect to future offerings without shareholder approval if such change is announced at least five (5) days prior to the scheduled beginning of the first Offering Period to be affected thereafter; provided that no Offering Period may exceed 27
months in duration.



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5. Participation.



(a) Any eligible Employee may become a participant in the Plan by completing a subscription agreement
authorizing payroll deductions in the form of Exhibit A attached to this Plan and filing it with the Companys payroll office not less than fifteen days prior to the applicable Enrollment Date.



(b) Payroll deductions for a participant for any Offering
Period shall commence on the first payday on or following the applicable Enrollment Date and shall end on the last payday in such Offering Period, unless sooner terminated by the participant as provided in Section 10 hereof.



6. Payroll Deductions.



(a) At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each pay day during the Offering Period in an amount ranging from one percent (1%) to ten percent (10%) of the Compensation that he or she receives on each pay day during the
Offering Period.



(b) All payroll deductions
made for a participant shall be credited to his or her account under the Plan and shall be withheld in whole percentages only. A participant may not make any additional payments into such account.



(c) A participant may discontinue his or her participation
in the Plan as provided in Section 10 hereof. A participants subscription agreement shall remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof.



(d) Notwithstanding the foregoing, to the extent necessary
to comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a participants payroll deductions may be decreased to zero percent (0%) at any time during an Offering Period. Payroll deductions shall recommence at the rate provided in
such participants subscription agreement at the beginning of the next Offering Period, unless terminated by the participant as provided in Section 10 hereof.



(e) At the time the option is exercised, in whole or in part, or at the time some or all of the
Companys Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Companys federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the
disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participants compensation the amount necessary for the Company to meet applicable withholding obligations, including any
withholding required to make available to the Company any tax deductions or benefits attributable to the sale or early disposition of Common Stock by the Employee.



7. Grant of Option. On the Enrollment Date of each Offering Period, each eligible Employee participating in such
Offering Period shall be granted an option to purchase on the



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Exercise Date for such Offering Period (at the applicable Purchase Price) up to a number of shares of the Companys
Common Stock determined by dividing such Employees payroll deductions accumulated prior to such Exercise Date and retained in the Participants account as of the Exercise Date by the applicable Purchase Price; provided that in no event
shall an Employee be permitted to purchase during each Offering Period more than 250 shares of the Companys Common Stock (subject to any adjustment pursuant to Section 19); and provided further that such purchase shall be subject to the
limitations set forth in Sections 3(b) and 12 hereof. The Board may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of the Companys Common Stock an Employee may purchase during each
Offering Period. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof. The option shall expire on the last day of the Offering Period.



8. Exercise of Option.



(a) Unless a participant withdraws from the Plan as provided
in Section 10 hereof, his or her option for the purchase of shares shall be exercised automatically on the Exercise Date, and the maximum number of full shares subject to option shall be purchased for such participant at the applicable Purchase
Price with the accumulated payroll deductions in his or her account. No fractional shares shall be purchased; any payroll deductions accumulated in a participants account which are not sufficient to purchase a full share shall be retained in
the participants account for the subsequent Offering Period, subject to earlier withdrawal by the participant as provided in Section 10 hereof. Any other monies left over in a participants account after the Exercise Date shall be
returned to the participant. During a participants lifetime, a participants option to purchase shares hereunder is exercisable only by him or her.



(b) If the Board determines that, on a given Exercise Date, the number of shares with respect to which options are to be exercised may
exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of shares available for sale under the Plan on such Exercise Date, the Board may
in its sole discretion (x) provide that the Company shall make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as
it shall determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Exercise Date, and continue all Offering Periods then in effect, or (y) provide that the Company shall make a pro
rata allocation of the shares available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all participants
exercising options to purchase Common Stock on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 20 hereof. The Company may make a pro rata allocation of the shares available on the Enrollment Date of
any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Companys shareholders subsequent to such Enrollment Date.



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9. Delivery. As promptly as practicable after each Exercise Date on which a purchase of shares
occurs, the Company shall arrange the delivery to each participant, as appropriate, of a certificate representing the shares purchased upon exercise of his or her option.



10. Withdrawal.



(a) A participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to
exercise his or her option under the Plan at any time by giving written notice to the Company in the form of Exhibit B to this Plan. All of the participants payroll deductions credited to his or her account shall be paid to such participant
promptly after receipt of notice of withdrawal and such participants option for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of shares shall be made for such Offering Period. If a
participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the participant delivers to the Company a new subscription agreement.



(b) A participants withdrawal from an Offering Period
shall not have any effect upon his or her eligibility to participate in any similar plan that may hereafter be adopted by the Company or in succeeding Offering Periods that commence after the termination of the Offering Period from which the
participant withdraws.



11. Termination of Employment.



Upon a participants ceasing to be an Employee, for any
reason, he or she shall be deemed to have elected to withdraw from the Plan, and the payroll deductions credited to such participants account during the Offering Period but not yet used to exercise the option shall be returned to such
participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15 hereof, and such participants option shall be automatically terminated.



12. Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.



13. Stock.



(a) Subject to adjustment upon changes in capitalization of
the Company as provided in Section 19 hereof, the maximum number of shares of the Companys Common Stock which shall be made available for sale under the Plan shall be 500,000 shares.



(b) The participant shall have no interest or voting rights
in shares covered by his option until such option has been exercised.



(c) Shares to be delivered to a participant under the Plan shall be registered in the name of the participant or in the name of the participant and his or her spouse.



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14. Administration. The Plan shall be administered by the Board or a committee of members of the
Board appointed by the Board. The Board or its committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the
Plan. Every finding, decision and determination made by the Board or its committee shall, to the fullest extent permitted by law, be final and binding upon all parties.



15. Designation of Beneficiary.



(a) A participant may file a written designation of a beneficiary who is to receive any shares and cash, if
any, from the participants account under the Plan in the event of such participants death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such shares and cash. In addition, a
participant may file a written designation of a beneficiary who is to receive any cash from the participants account under the Plan in the event of such participants death prior to exercise of the option. If a participant is married and
the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective.



(b) Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participants death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.



16. Transferability. Neither payroll deductions credited to a participants account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the participant, and during the lifetime of
the participant such rights may be exercised only by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an
Offering Period in accordance with Section 10 hereof.



17.
Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.



18. Reports. Individual accounts shall be maintained for each
participant in the Plan. Statements of account, which shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any, shall be given to participating Employees on a
quarterly basis as soon as practical after each Exercise Date.



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19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.



(a) Changes in Capitalization. Subject
to any required action by the shareholders of the Company, the Reserves, the maximum number of shares each participant may purchase each Offering Period (pursuant to Section 7), as well as the price per share and the number of shares of Common Stock
covered by each option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been effected without receipt of consideration. Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an option.



(b)
Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the New Exercise Date), and shall
terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board. The New Exercise Date shall be before the date of the Companys proposed dissolution or liquidation. The Board
shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participants option has been changed to the New Exercise Date and that the participants option shall
be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof.



(c) Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets
of the Company, or the merger of the Company with or into another corporation, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the
event that the successor corporation refuses to assume or substitute for the option, any Offering Period then in progress shall be shortened by setting a new Exercise Date (the New Exercise Date) and such Offering Period shall end on the
New Exercise Date. The New Exercise Date shall be before the date of the Companys proposed sale or merger. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise
Date for the participants option has been changed to the New Exercise Date and that the participants option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the
Offering Period as provided in Section 10 hereof.



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20. Amendment or Termination.



(a) The Board of Directors of the Company may at any time and for any reason terminate or amend the Plan.
Except as provided in Section 19 hereof, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Board of Directors on any Exercise Date if the Board determines that the termination of the
Offering Period or the Plan is in the best interests of the Company and its shareholders. Except as provided in Section 19 and this Section 20 hereof, no amendment may make any change in any option theretofore granted which adversely affects the
rights of any participant. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule), the Company shall obtain shareholder approval in such a
manner and to such a degree as required by law.



(b) Without shareholder consent and without regard to whether any participants rights may be considered to have been adversely affected, the Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated
by a participant in order to adjust for delays or mistakes in the Companys processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that
amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participants Compensation, and establish such other limitations or procedures as the Board (or its committee)
determines in its sole discretion advisable which are consistent with the Plan.



21. Notices. All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company
at the location, or by the person, designated by the Company for the receipt thereof.



22. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with
all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of
any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.



As a condition to the exercise of an option, the Company may require the person exercising such option to represent and
warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by
any of the aforementioned applicable provisions of law.



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23. Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the
Board or its approval by the shareholders of Transcend Services, Inc.; provided that the Plan shall not become effective unless approved by the shareholders of Transcend Services, Inc. within twelve (12) months of the Plans adoption by the
Board. The Plan shall continue in effect for a term of ten (10) years unless sooner terminated under Section 20 hereof.



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EXHIBIT A



TRANSCEND SERVICES, INC.



2004 Employee Stock Purchase Plan



SUBSCRIPTION AGREEMENT



|                                 |  |                  |  | 
|-------------------------------- |  | ---------------- |  | 
|Original
Application             |  | Enrollment Date:
|Change in Payroll
Deduction Rate |  |                 
|Change of
Beneficiary(ies)       |  |                 



|1. |  | hereby elects to participate in the Transcend Services, Inc. 2004 Employee Stock Purchase Plan (the Employee Stock Purchase Plan) and subscribes to purchase shares of the Companys Common Stock in accordance with this Subscription
Agreement and the Employee Stock Purchase Plan.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. |  | I hereby authorize payroll deductions from each paycheck in the amount of % of my Compensation on each
payday (from 1% to 10%) during the Offering Period in accordance with the Employee Stock Purchase Plan. (Please note that no fractional percentages are permitted.)
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | I understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Employee
Stock Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to exercise my option automatically.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | I have received a copy of the complete Employee Stock Purchase Plan. I understand that my participation in the Employee Stock Purchase Plan is in all respects subject to the terms
of the Plan.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | Shares purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of (Employee or Employee and Spouse only).
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------



|6. |  | I understand that if I dispose of any shares received by me pursuant to the Plan within two years after the Enrollment Date (the first day of the Offering Period during which I
purchased such shares), I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were
purchased by me over the price which I paid for the shares. I hereby agree to notify the Company in writing within 30 days after the date of any disposition of my shares, and I will make adequate provision for Federal, state or other tax
withholding
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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obligations, if any, which arise upon the disposition of the Common Stock. The Company may, but
will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to the sale
or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the two-year holding period or if I die while owning such shares (whether before or after the expiration of the two-year holding period), I
understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition (or, if applicable, the time of my death), and that such income will be taxed as ordinary income only to the extent of
an amount equal to the lesser of (1) the excess of the fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or (2) 15% of the fair market value of the shares on the first day of the
Offering Period. The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain.



|7. |  | I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the
Employee Stock Purchase Plan.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|8. |  | In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me under the Employee Stock Purchase Plan:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



NAME: (Please print)

(First)
                        (Middle)               
         (Last)

|             |  |  |  | 
|------------ |  |  |  | 
|             |  | 
|             |  |  |  | 
|Relationship |  |  |  | 

| |  |  |  |          
| |  |  |  | ---------
| |  | 
| |  |  |  |          
| |  |  |  | (Address)



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|                                   |  |  |  | 
|---------------------------------- |  |  |  | 
|Employees Social Security Number: |  |  |  | 
|Employees Address:                |  |  |  | 
|                                   |  |  |  | 
|                                   |  |  |  | 



I UNDERSTAND THAT THIS SUBSCRIPTION
AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.



|       |  |  |  |  |  |                                                      
|------ |  |  |  |  |  | -----------------------------------------------------
|Dated: |  |  |  |  |  |                                                      
|       |  |  |  |  |  | Signature of Employee                                
|       |  |  | 
|       |  |  |  |  |  |                                                      
|       |  |  |  |  |  | Spouses Signature (If beneficiary other than spouse)



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EXHIBIT B



TRANSCEND SERVICES, INC.



2004 Employee Stock Purchase Plan



NOTICE OF WITHDRAWAL



The undersigned participant in the Offering Period of the Transcend Services, Inc. 2004 Employee Stock Purchase Plan that began on
,  (the Enrollment Date) hereby notifies the Company
that he or she hereby withdraws from the Offering Period. He or she hereby directs the Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to his or her account with respect to such Offering Period. The
undersigned understands and agrees that his or her option for such Offering Period will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase of shares in the current
Offering Period and the undersigned shall be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription Agreement.



Name and Address of Participant:




Signature:Date: