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                                                                  EXHIBIT 10(jj)


        THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE
        PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS
        COMMON STOCK PURCHASE WARRANT HAS BEEN ACQUIRED FOR INVESTMENT
        PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND THIS COMMON
        STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED
        HEREUNDER MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF
        AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
        1933, AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE
        SECURITIES LAWS OR AN OPINION OF COUNSEL (OR SUCH OTHER EVIDENCE
        ACCEPTABLE TO THE COMPANY) THAT THE PROPOSED TRANSACTION DOES NOT
        VIOLATE THE SECURITIES ACT OF 1933, AND APPLICABLE STATE
        SECURITIES LAWS.

                      ACCESS WORLDWIDE COMMUNICATIONS, INC.

                          COMMON STOCK PURCHASE WARRANT

Date of Issuance:  April 3, 2001                            Certificate No. W-1


         THIS IS TO CERTIFY that BANK OF AMERICA, N.A., and its transferees,
successors and assigns (the "Holder"), for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, is entitled to
purchase, for the benefit of the Lenders, from ACCESS WORLDWIDE COMMUNICATIONS,
INC., a Delaware corporation (the "Company"), at the price of $0.01 per share
(the "Exercise Price") (as such price may be adjusted as provided herein), at
any time on or after the earlier of (i) March 31, 2002 or (ii) the Holder's
exercise of its option to put upon the occurrence of a Put Event (as described
in Section 9 hereof) (the "Commencement Date") and expiring on April 3, 2011
(the "Expiration Date") 1,510,909 shares (the "Aggregate Number") of the fully
paid and nonassessable Common Stock, par value $0.01 per share ("Common Stock"),
of the Company (as such number may be adjusted as provided herein and as
provided in the Escrow Agreement).

         Capitalized terms used herein shall have the meanings ascribed to such
terms in Section 13 hereof or as otherwise defined herein.

         SECTION 1.     The Warrant; Transfer and Exchange.

     (a) The Warrant. This Common Stock Purchase Warrant (the "Warrant") is
issued under and pursuant to the Fourth Amendment and Waiver Agreement. This
Warrant and the rights and privileges of the Holder and the Company hereunder
may be exercised by the Holder in whole or in part as provided herein; shall
survive any termination of the Credit Agreement;

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and, as more fully set forth in Sections 1(b) and 8 hereof, may be transferred
by the Holder to any other Person or Persons at any time or from time to time,
in whole or in part, regardless of whether the Holder retains any or all rights
under the Credit Agreement.

     (b) Transfer and Exchanges. The Company shall initially record this Warrant
on a register to be maintained by the Company with its other stock books and,
subject to Section 8 hereof, from time to time thereafter shall reflect the
transfer of this Warrant on such register when surrendered for transfer in
accordance with the terms hereof and properly endorsed, accompanied by
appropriate instructions, and further accompanied by payment in cash or by
check, bank draft or money order payable to the order of the Company, in United
States currency, of an amount equal to any stamp or other tax or governmental
charge or fee required to be paid in connection with the transfer thereof. Upon
any such transfer, a new warrant or warrants shall be issued to the transferee
and the Holder (in the event the Warrant is only partially transferred) and the
surrendered warrant shall be canceled. Each such transferee shall succeed to all
of the rights of the Holder under the Registration Rights Agreement; provided,
that the Holder and such transferee may, simultaneously, also hold rights under
the Registration Rights Agreement in proportion to their respective interests in
this Warrant. This Warrant may be exchanged at the option of the Holder, when
surrendered at the Principal Office of the Company, for another warrant or other
warrants of like tenor and representing in the aggregate the right to purchase a
like number of shares of Common Stock.

     SECTION 2. Exercise.

        (a) Right to Exercise. At any time on or after the Commencement Date
(subject to the provision of Section 9) and on or before the Expiration Date,
the Holder, in accordance with the terms hereof, may exercise this Warrant, in
whole at any time or in part from time to time, by delivering this Warrant to
the Company during normal business hours on any Business Day at the Company's
Principal Office, together with the Election to Purchase, in the form attached
hereto as Exhibit A and made a part hereof (the "Election to Purchase"), duly
executed, and payment of the Exercise Price per share for the number of shares
to be purchased (the "Exercise Amount"), as specified in the Election to
Purchase. If the Expiration Date is not a Business Day, then this Warrant may be
exercised on the next succeeding Business Day.

        (b) Payment of Exercise Price. Payment of the Exercise Price shall be
made to the Company in cash or other immediately available funds or as provided
in Section 2(c), or a combination thereof. In the case of payment of all or a
portion of the Exercise Price pursuant to Section 2(c), the direction by the
Holder to make a "Cashless Exercise" shall serve as accompanying payment for
that portion of the Exercise Price. The amount of the Exercise Price to be paid
shall equal the product of (i) the Exercise Amount multiplied by (ii) the
Exercise Price per share.

         (c)      Cashless  Exercise.  The  Holder  shall  have the right to
pay all or a  portion  of the  Exercise  Price by making a "Cashless Exercise"
pursuant to this Section 2(c), in which case the portion of the Exercise Price
to be so paid shall be paid by reducing the number of shares of Common Stock
otherwise issuable pursuant to the Election to Purchase by an amount equal to
(i) the Exercise Price to be so paid divided by (ii) the Fair Market Value Per
Share.



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<PAGE>

         (d) Issuance of Shares of Common Stock. Upon receipt by the Company of
this Warrant at its Principal Office in proper form for exercise, and
accompanied by payment of the Exercise Price as aforesaid, the Holder shall be
deemed to be the holder of record of the shares of Common Stock issuable upon
such exercise, notwithstanding that certificates representing such shares of
Common Stock may not then be actually delivered. Upon such surrender of this
Warrant and payment of the Exercise Price as aforesaid, the Company shall issue
and cause to be delivered with all reasonable dispatch to, or upon the written
order of, the Holder (and in such name or names as the Holder may designate) a
certificate or certificates for the Exercise Amount, subject to any reduction as
provided in Section 2(c) for a Cashless Exercise.

         (e) Fractional Shares. The Company shall not be required to deliver
fractions of shares of Common Stock upon exercise of this Warrant. If any
fraction of a share of Common Stock would be deliverable upon an exercise of
this Warrant, the Company may, in lieu of delivering such fraction of a share of
Common Stock, make a cash payment to the Holder in an amount equal to the same
fraction of the Fair Market Value Per Share determined as of the Business Day
immediately preceding the date of exercise of this Warrant.

         (f) Partial  Exercise.  In the event of a partial  exercise  of this
Warrant,  the  Company  shall issue to the Holder a Warrant in like form for
the unexercised portion thereof.

         SECTION 3. Payment of Taxes. The Company shall pay all stamp taxes
attributable to the initial issuance of shares or other securities issuable upon
the exercise of this Warrant or issuable pursuant to Section 6 hereof, excluding
any tax or taxes which may be payable because of the transfer involved in the
issuance or delivery of any certificates for shares or other securities in a
name other than that of the Holder in respect of which such shares or securities
are issued.

         SECTION 4. Replacement Warrant. In case this Warrant is mutilated,
lost, stolen or destroyed, the Company shall issue and deliver in exchange and
substitution for and upon cancellation of the mutilated Warrant, or in lieu of
and in substitution for the Warrant lost, stolen or destroyed, a new Warrant of
like tenor and representing an equivalent right or interest, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction of such Warrant and upon receipt of indemnity reasonably
satisfactory to the Company, provided that if the Holder is a financial
institution or other institutional investor its own agreement shall be
satisfactory.

         SECTION 5. Reservation of Common Stock and Other Covenants.

         (a) Reservation of Authorized Common Stock. The Company shall at all
times reserve and keep available out of the aggregate of its authorized but
unissued shares, free of preemptive rights, such number of its duly authorized
shares of Common Stock, or other stock or securities deliverable pursuant to
Section 6 hereof, as shall be sufficient to enable the Company at any time to
fulfill all of its obligations under this Warrant.

         (b) Affirmative Actions to Permit Exercise and Realization of Benefits.
If any shares of Common Stock reserved or to be reserved for the purpose of the
exercise of this Warrant, or


                                       3
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any shares or other securities reserved or to be reserved for the purpose of
issuance pursuant to Section 6 hereof, require registration with or approval of
any governmental authority under any federal or state law (other than securities
laws) before such shares or other securities may be validly delivered upon
exercise of this Warrant, then the Company covenants that it will, at its sole
expense, use its reasonable best efforts to secure upon and after exercise of
this Warrant such registration or approval, as the case may be (including but
not limited to approvals or expirations of waiting periods required under the
Hart Scott Rodino Antitrust Improvements Act).

         (c) Regulatory Requirements and Restrictions. In the event of any
reasonable determination by the Holder that, by reason of any existing or future
federal or state law, statute, rule, regulation, guideline, order, court or
administrative ruling, request or directive (whether or not having the force of
law and whether or not failure to comply therewith would be unlawful)
(collectively, a "Regulatory Requirement"), the Holder is effectively restricted
or prohibited from holding this Warrant or the Warrant Shares (including any
shares of capital stock or other securities distributable to the Holder in any
merger, reorganization, readjustment or other reclassification), or otherwise
realizing upon or receiving the benefits intended under this Warrant, the
Company shall use its reasonable best efforts to take such action as the Holder
and the Company shall jointly agree in good faith to be reasonably necessary to
permit the Holder to comply with such Regulatory Requirement. The reasonable
costs of taking such action, whether by the Company, the Holder or otherwise,
shall be borne by the Company; provided, however, that the Holder will use all
reasonable efforts to minimize the costs of taking such action.

         (d) Validly Issued Shares. The Company covenants that all shares of
Common Stock that may be delivered upon exercise of this Warrant, assuming full
payment of the Exercise Price, (including those issued pursuant to Section 6
hereof) shall upon delivery by the Company be duly authorized and validly
issued, fully paid and nonassessable, free from all stamp taxes, liens and
charges with respect to the issue or delivery thereof and otherwise free of all
other security interests, encumbrances and claims of any nature whatsoever.

         SECTION 6. Adjustments to Aggregate Number.

         Under certain conditions, the Aggregate Number is subject to adjustment
as set forth in this Section 6. No adjustments shall be made under this Section
6 as a result of the issuance by the Company of the Warrant Shares issuable upon
exercise of this Warrant (the "Exempt Issuance").

         (a) Adjustments. The Aggregate Number, after taking into consideration
any prior adjustments pursuant to this Section 6, shall be subject to adjustment
from time to time as follows and, thereafter, as adjusted, shall be deemed to be
the Aggregate Number hereunder.

                  (i) Stock  Dividends.  Subdivisions  and  Combinations.  In
case at any time or from  time to time the Company shall:

                           (A) issue to the holders of its Common Stock a
                  dividend  payable in, or other  distribution  of, Common
                  Stock (a "Stock Dividend"),


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<PAGE>

                           (B) subdivide its outstanding shares of Common Stock
                  into a larger number of shares of Common Stock, including
                  without limitation by means of a stock split (a "Stock
                  Subdivision"), or

                           (C) combine its  outstanding  shares of Common Stock
                  into a smaller number of shares of Common Stock (a "Stock
                  Combination"),

then the Aggregate Number in effect immediately prior thereto shall be (1)
proportionately increased in the case of a Stock Dividend or a Stock Subdivision
and (2) proportionately decreased in the case of a Stock Combination and the
Exercise Price shall be proportionately adjusted. In the event the Company shall
declare or pay, without consideration, any dividend on the Common Stock payable
in any right to acquire Common Stock for no consideration, then the Company
shall be deemed to have made a Stock Dividend in an amount of shares equal to
the maximum number of shares issuable upon exercise of such rights to acquire
Common Stock.

                  (ii) Other Distributions. In case at any time or from time to
time the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them to receive any dividend or other distribution
(collectively, a "Distribution") of:

                           (A)      cash,

                           (B)      any evidences of its indebtedness  (other
                  than Convertible  Securities),  any shares of its capital
                  stock (other than additional shares of Common Stock or
                  Convertible Securities) or any other securities or property
                  of any nature whatsoever (other than cash) or

                           (C) any options, warrants or other rights to
                  subscribe for or purchase any of the following: any evidences
                  of its indebtedness (other than Convertible Securities), any
                  shares of its capital stock (other than additional shares of
                  Common Stock or Convertible Securities) or any other
                  securities or property of any nature whatsoever,

then the Holder shall be entitled to elect by written notice to the Company to
receive (1) immediately and without further payment the cash, evidences of
indebtedness, stock, securities, other property, options, warrants and/or other
rights (or any portion thereof) to which the Holder would have been entitled by
way of such Distribution as if the Holder had exercised this Warrant immediately
prior to such Distribution or (2) upon the exercise of this Warrant at any time
on or after the taking of such record, the number of Warrant Shares to be
received upon exercise of this Warrant determined as stated herein and, in
addition and without further payment, the cash, evidences of indebtedness,
stock, securities, other property, options, warrants and/or other rights (or any
portion thereof) to which the Holder would have been entitled by way of such
Distribution and subsequent dividends and distributions through the date of
exercise as if such Holder (x) had exercised this Warrant immediately prior to
such Distribution and (y) had retained the Distribution in respect of the Common
Stock and all subsequent dividends and


                                       5
<PAGE>

distributions of any nature whatsoever in respect of any stock or securities
paid as dividends and distributions and originating directly or indirectly from
such Common Stock.

                  A reclassification of the Common Stock into shares of Common
Stock and shares of any other class of stock shall be deemed a Distribution by
the Company to the holders of its Common Stock of such shares of such other
class of stock and, if the outstanding shares of Common Stock shall be changed
into a larger or smaller number of shares of Common Stock as a part of such
reclassification, such event shall be deemed a Stock Subdivision or Stock
Combination, as the case may be, of the outstanding' shares of Common Stock
within the meaning of Section 6(a)(i) hereof.

                  (iii) Issuance of Common Stock. If at any time or from time to
time the Company shall (except as hereinafter provided in this Section
6(a)(iii)) issue or sell any additional shares of Common Stock for a
consideration per share less than the Fair Market Value Per Share, then,
effective on the date specified below, the Aggregate Number shall be adjusted by
multiplying (A) the Aggregate Number immediately prior thereto by (B) a
fraction, the numerator of which shall be the sum of the number of shares of
Common Stock outstanding immediately prior to the issuance of such additional
shares of Common Stock, the number of shares of Common Stock issuable upon the
conversion or exercise of options, warrants, rights or convertible securities
(whether or not then exercisable), and the number of such additional shares of
Common Stock so issued and the denominator of which shall be the sum of the
number of shares of Common Stock outstanding immediately prior to the issuance
of such additional shares of Common Stock, the number of shares of Common Stock
issuable upon the conversion or exercise of options, warrants, rights or
convertible securities (whether or not then exercisable), and the number of
shares of Common Stock which the aggregate consideration for the total number
of such additional shares of Common Stock so issued would purchase at the Fair
Market Value Per Share. The date as of which the Fair Market Value Per Share
shall be computed shall be the earlier of the date on which the Company shall
enter into a firm contract or commitment for the issuance of such additional
shares of Common Stock or the date of actual issuance of such additional shares
of Common Stock.

                  The provisions of this Section 6(a)(iii) shall not apply to
any issuance of additional shares of Common Stock for which an adjustment is
otherwise provided under Section 6(a)(i) hereof. No adjustment of the Aggregate
Number shall be made under this Section 6(a)(iii) upon the issuance of any
additional shares of Common Stock which are issued pursuant to (1) the exercise
of this Warrant in whole or in part or pursuant to any other Exempt Issuance,
(2) the exercise of other subscription or purchase rights or (3) the exercise of
any conversion or exchange rights in any Convertible Securities, provided that
for purposes of clauses (2) or (3) an adjustment shall previously have been made
upon the issuance of such other rights or upon the issuance of such Convertible
Securities (or upon the issuance of any warrants or other rights therefor)
pursuant to Section 6(a)(iv) or (v) hereof.

                  (iv) Warrants and Options. If at any time or from time to time
the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them to receive a distribution of, or shall in any manner
(whether directly, by assumption in a merger in which the Company is the
surviving corporation and in which the shareholders of the Company


                                       6
<PAGE>

immediately prior to the merger continue to own more than 50% of the Outstanding
Common Stock immediately after the merger and for a period of 180 days
thereafter, or otherwise) issue or sell any warrants, options or other rights to
subscribe for or purchase (A) any shares of Common Stock or (B) any Convertible
Securities, whether or not the rights to subscribe, purchase, exchange or
convert thereunder are immediately exercisable, and the consideration per share
for which additional shares of Common Stock may at any time thereafter be
issuable pursuant to such warrants, options or other rights or pursuant to the
terms of such Convertible Securities shall be less than the Fair Market Value
Per Share, then the Aggregate Number shall be adjusted as provided in Section
6(a)(iii) hereof on the basis that (1) the maximum number of additional shares
of Common Stock issuable pursuant to all such warrants, options or other rights
or necessary to effect the conversion or exchange of all such Convertible
Securities shall be deemed to have been issued as of the date of the
determination of the Fair Market Value Per Share as hereinafter provided and (2)
the aggregate consideration for such maximum number of additional shares of
Common Stock shall be deemed to be the minimum consideration received and
receivable by the Company for the issuance of such additional shares of Common
Stock pursuant to the terms of such warrants, options or other rights or such
Convertible Securities. For purposes of this Section 6(a)(iv), the effective
date of such adjustment and the date as of which the Fair Market Value Per Share
shall be computed shall be the earliest of (A) the date on which the Company
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive any such warrants, options or other rights, (B) the
date on which the Company shall enter into a firm contract or commitment for the
issuance of such warrants, options or other rights and (C) the date of actual
issuance of such warrants, options or other rights.

                  (v) Convertible Securities. If at any time or from time to
time the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them to receive a distribution of or shall in any manner
(whether directly, by assumption in a merger in which the Company is the
surviving corporation and in which the shareholders of the Company immediately
prior to the merger continue to own more than 50% of the Outstanding Common
Stock immediately after the merger and for a period of 180 days thereafter, or
otherwise) issue or sell Convertible Securities, whether or not the rights to
exchange or convert thereunder are immediately exercisable, and the
consideration per share for the additional shares of Common Stock which may at
any time thereafter be issuable pursuant to the terms of such Convertible
Securities shall be less than the Fair Market Value Per Share, then the
Aggregate Number shall be adjusted as provided in Section 6(a)(iii) hereof on
the basis that (A) the maximum number of additional shares of Common Stock
necessary to effect the conversion or exchange of all such Convertible
Securities shall be deemed to have been issued as of the date of the
determination of the Fair Market Value Per Share as herein provided and (B) the
aggregate consideration for such maximum number of additional shares of Common
Stock shall be deemed to be the minimum consideration received and receivable by
the Company for the issuance of such additional shares of Common Stock pursuant
to the terms of such Convertible Securities. For purposes of this Section
6(a)(v), the effective date of such adjustment and the date as of which the Fair
Market Value Per Share shall be computed shall be the earliest of (1) the date
on which the Company shall take a record of the holders of its Common Stock for
the purpose of entitling them to receive any such Convertible Securities, (2)
the date on which the Company shall enter into a firm contract or commitment for
the issuance of such Convertible Securities and (3) the date of actual issuance
of such Convertible Securities.


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<PAGE>

                  No adjustment of the Aggregate Number shall be made under this
Section 6(a)(v) upon the issuance of any Convertible Securities which are issued
pursuant to the exercise of any warrants, options or other subscription or
purchase rights if an adjustment shall previously have been made or if no such
adjustment shall have been required upon the issuance of such warrants, options
or other rights pursuant to Section 6(a)(iv) hereof.

                  (vi) Subsequent Adjustments. If at any time after any
adjustment of the Aggregate Number shall have been made pursuant to Section 6(a)
(iv) or (v) hereof on the basis of the issuance of warrants, options or other
rights or the issuance of Convertible Securities, or after any new adjustments
of the Aggregate Number shall have been made pursuant to this Section 6(a)(vi),

                           (A) such warrants, options or rights or the right of
         conversion or exchange in such Convertible Securities shall expire, and
         a portion of such warrants, options or rights, or the right of
         conversion or exchange in respect of a portion of such Convertible
         Securities, as the case may be, shall not have been exercised prior to
         such expiration, and/or

                           (B) in the case of adjustments made pursuant to
         Section 6(a)(iv) or (v), the consideration per share for which shares
         of Common Stock are issuable pursuant to such warrants, options or
         rights in accordance with the terms of such Convertible Securities
         shall be irrevocably increased solely by virtue of provisions therein
         contained for an automatic increase in such consideration per share
         upon the arrival of a specified date or the happening of a specified
         event,

such previous adjustment shall be rescinded and annulled and the additional
shares of Common Stock which were deemed to have been issued by virtue of the
computation made in connection with such adjustment shall no longer be deemed to
have been issued by virtue of such computation. Simultaneously therewith, a
recomputation shall be made of the effect of such warrants, options or rights or
Convertible Securities on the determination of the Aggregate Number, which shall
be made on the basis of:

                           (1) treating the number of additional shares of
                  Common Stock, if any, theretofore actually issued pursuant to
                  the previous exercise of such warrants, options or rights or
                  such right of conversion or exchange as having been issued on
                  the date or dates of such exercise and, in the case of a
                  recomputation of a calculation originally made pursuant to
                  Section 6(a)(iv) or (v), for the consideration actually
                  received and receivable therefor, and

                           (2) in the case of a recomputation of a calculation
                  originally made pursuant to Section 6(a)(iv) or (v), treating
                  any such warrants, options or rights or any such Convertible
                  Securities which then remain outstanding as having been
                  granted or issued immediately after the time of such
                  irrevocable increase of the consideration per share for which
                  shares of Common Stock are issuable under such warrants,
                  options or rights or Convertible Securities;


                                       8
<PAGE>

         and, if and to the extent called for by the foregoing provisions of
         Section 6(a)(vi) on the basis aforesaid, a new adjustment of the
         Aggregate Number shall be made, such new adjustment shall supersede the
         previous adjustment so rescinded and annulled.

                  (vii) Miscellaneous. The following provisions shall be
applicable to the making of adjustments of the Aggregate Number provided above
in this Section 6(a):

                           (A) The sale or other disposition of any issued
         shares of Common Stock owned or held by or for the account of the
         Company or any of its Subsidiaries shall be deemed an issuance thereof
         for the purposes of this Section 6(a).

                           (B) To the extent that any additional shares of
         Common Stock or any Convertible Securities or any warrants, options or
         other rights to subscribe for or purchase any additional shares of
         Common Stock or any Convertible Securities (1) are issued solely for
         cash consideration, the consideration received by the Company therefor
         shall be deemed to be the amount of the cash received by the Company
         therefor, (2) are offered by the Company for subscription, the
         consideration received by the Company shall be deemed to be the
         subscription price or (3) are sold to underwriters or dealers for
         public offering, the net consideration (after giving effect to
         underwriting discounts) received by the Company shall be deemed to be
         the consideration received by the Company therefor, in any such case
         excluding any amounts paid or receivable for accrued interest or
         accrued dividends. To the extent that such issuance shall be for a
         consideration other than cash, or partially for cash and partially for
         other consideration, then, except as otherwise expressly provided
         herein, the amount of such consideration shall be deemed to be the
         fair market value of such consideration plus, if applicable, the
         amount of such cash) at the time of such issuance, determined in the
         manner set forth in Section 6(d)(ii). In case any additional shares of
         Common Stock or any Convertible Securities or any warrants, options or
         other rights to subscribe for or purchase such additional shares of
         Common Stock or Convertible Securities shall be issued in connection
         with any merger in which the Company is the survivor and issues any
         securities, the amount of consideration therefor shall be deemed to be
         the fair market value of such additional shares of Common Stock,
         Convertible Securities, warrants, options or other rights, as the case
         may be, determined in the manner set forth in Section 6(d)(ii).

                           The consideration for any shares of Common Stock
         issuable pursuant to the terms of any Convertible Securities shall be
         equal to (x) the consideration received by the Company for issuing any
         warrants, options or other rights to subscribe for or purchase such
         Convertible Securities, plus (y) the consideration paid or payable to
         the Company in respect of the subscription for or purchase of such
         Convertible Securities, plus (z) the consideration, if any, payable to
         the Company upon the exercise of the right of conversion or exchange of
         such Convertible Securities.

                           In case of the issuance at any time of any additional
         shares of Common Stock or Convertible Securities in payment or
         satisfaction of any dividends upon any


                                       9
<PAGE>

         class of stock other than Common Stock, the Company shall, be deemed
         to have received for such additional shares of Common Stock or
         Convertible Securities a consideration equal to the amount of such
         dividend so paid or satisfied.

                           (C) The adjustments required by the preceding
         paragraphs of this Section 6(a) shall be made whenever and as often as
         any specified event requiring an adjustment shall occur, except that no
         adjustment of the Aggregate Number that would otherwise be required
         shall be made (except in the case of a Stock Subdivision or Stock
         Combination, as provided for in Section 6(a)(i) hereof) unless and
         until such adjustment either by itself or with other adjustments not
         previously made adds or subtracts at least one one-hundredth of one
         share to or from the Aggregate Number immediately prior to the making
         of such adjustment. Any adjustment representing a change of less than
         such minimum amount (except as aforesaid) shall be carried forward and
         made as soon as such adjustment, together with other adjustments
         required by this Section 6(a) and not previously made, would result in
         a minimum adjustment. For the purpose of any adjustment, any specified
         event shall be deemed to have occurred at the close of business on the
         date of its occurrence.

                           (D) In computing adjustments under this Section 6(a),
         fractional interests in Common Stock shall be taken into account to the
         nearest one-thousandth of a share.

                           (E) If the Company shall take a record of the holders
         of its Common Stock for the purpose of entitling them to receive a
         dividend or distribution or subscription or purchase rights and shall,
         thereafter and before the distribution to shareholders thereof, legally
         abandon its plan to pay or deliver such dividend, distribution,
         subscription or purchase rights, then no adjustment shall be required
         by reason of the taking of such record and any such adjustment
         previously made in respect thereof shall be rescinded and annulled.

         (b) Changes in Common Stock. In case at any time the Company shall
initiate any transaction or be a party to any transaction (including, without
limitation, a merger, consolidation, share exchange, sale, lease or other
disposition of all or substantially all of the Company's assets, liquidation,
recapitalization or reclassification of the Common Stock) in connection with
which the previous Outstanding Common Stock shall be changed into or exchanged
for different securities of the Company or capital stock or other securities of
another corporation or interests in a non-corporate entity or other property
(including cash) or any combination of the foregoing (each such transaction
being herein called a "Transaction"), then, as a condition of the consummation
of the Transaction, lawful, enforceable and adequate provision shall be made so
that the Holder shall be entitled to elect by written notice to the Company to
receive (i) a new warrant in form and substance similar to, and in exchange for,
this Warrant to purchase all or a portion of such securities or other property
or (ii) upon exercise of this Warrant at any time on or after the consummation
of the Transaction, in lieu of the Warrant Shares issuable upon such exercise
prior to such consummation, the securities or other property (including cash) to
which such Holder would have been entitled upon consummation of the Transaction
if such Holder had exercised this Warrant immediately prior thereto (subject to


                                       10
<PAGE>

adjustments from and after the consummation date as nearly equivalent as
possible to the adjustments provided for in this Section 6). The Company will
not effect any Transaction unless prior to the consummation thereof each
corporation or other entity (other than the Company) which may be required to
deliver any new warrant, securities or other property as provided herein shall
assume, by written instrument delivered to the Holder, the obligation to deliver
to such Holder such new warrant, securities or other property as in accordance
with the foregoing provisions such Holder may be entitled to receive and such
corporation or entity shall have similarly delivered to the Holder an opinion of
counsel for such corporation or entity, satisfactory to the Holder, which
opinion shall state that all of the terms of the new warrant or this Warrant
shall be enforceable against the Company and such corporation or entity in
accordance with the terms hereof and thereof, together with such other matters
as the Holder may reasonably request. The foregoing provisions of this Section
6(b) shall similarly apply to successive Transactions.

          (c) Other Action Affecting Common Stock. In case at any time or from
time to time the Company shall take any action of the type contemplated in
Section 6(a) or (b) hereof but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then, unless in the
opinion of the Company's board of directors such action will not have a Material
Adverse Effect upon the rights of the Holder (taking into consideration, if
necessary, any prior actions which the Board of Directors deemed not to
materially adversely affect the rights of the Holder), the Aggregate Number
shall be adjusted in such manner and at such time as the Board of Directors of
the Company may in good faith determine to be equitable in the circumstances.

         (d) Notices.

                  (i) Notice of Proposed Actions. In case the Company shall
propose (A) to pay any dividend payable in stock of any class to the holders of
its Common Stock or to make any other distribution to the holders of its Common
Stock, (B) to offer to the holders of its Common Stock rights to subscribe for
or to purchase any Convertible Securities or additional shares of Common Stock
or shares of stock of any class or any other securities, warrants, rights or
options, (C) to effect any reclassification of its Common Stock, (D) to effect
any recapitalization, stock subdivision, stock combination or other capital
reorganization, (E) to effect any consolidation or merger, share exchange, or
sale, lease or other disposition of all or substantially all of its property,
assets or business, (F) to effect the liquidation, dissolution or winding up of
the Company or (G) to effect any other action which would require an adjustment
under this Section 6, then in each such case the Company shall give to the
Holder written notice of such proposed action, which shall specify the date on
which a record is to be taken for the purposes of such stock dividend,
distribution or rights, or the date on which such reclassification,
reorganization, consolidation, merger, share exchange, sale, transfer,
disposition, liquidation, dissolution, winding up or other transaction is to
take place and the date of participation therein by the holders of Common Stock,
if any such date is to be fixed, or the date on which the transfer of Common
Stock is to occur, and shall also set forth such facts with respect thereto as
shall be reasonably necessary to indicate the effect of such action on the
Common Stock and on the Aggregate Number after giving effect to any adjustment
which will be required as a result of such action. Such notice shall be so given
in the case of any action covered by clause (A) or (B)


                                       11
<PAGE>

above at least 30 days prior to the record date for determining holders of the
Common Stock for purposes of such action and, in the case of any other such
action, at least 30 days prior to the earlier of the date of the taking of such
proposed action or the date of participation therein by the holders of Common
Stock.

                  (ii) Adjustment Notice. Whenever the Aggregate Number is to
be adjusted pursuant to this Section 6, unless otherwise agreed by the Holder,
the Company shall promptly (and in any event within 10 Business Days after the
event requiring the adjustment) prepare a certificate signed by the chief
financial officer of the Company, setting forth, in reasonable detail, the event
requiring the adjustment and the method by which such adjustment is to be
calculated. The certificate shall set forth, if applicable, a description of the
basis on which the Board of Directors in good faith determined, as applicable,
the Fair Market Value Per Share, the fair market value of any evidences of
indebtedness, shares of stock, other securities, warrants, other subscription or
purchase rights, or other property or the equitable nature of any adjustment
under Section 6(b) or (c) hereof, the new Aggregate Number and, if applicable,
any new securities or property to which the Holder is entitled. The Company
shall promptly cause a copy of such certificate to be delivered to the Holder.
In the case of any determination of Fair Market Value Per Share, such
certificate shall be delivered to the Holder within the time period set forth in
the definition of Fair Market Value Per Share and the Holder may object thereto
as provided therein. Any other determination of fair market value shall first be
determined in good faith by the Board of Directors and be based upon an arm's
length sale of such indebtedness, shares of stock, other securities, warrants,
other subscription or purchase rights or other property, such sale being between
a willing buyer and a willing seller. In the case of any such determination of
fair market value, the Holder may object to the determination in such
certificate by giving written notice within 10 Business Days of the receipt of
such certificate and, if the Holder and the Company cannot agree to the fair
market value within 10 Business Days of the date of the Holder's objection, the
fair market value shall be determined by a national or regional investment bank
or a national accounting firm mutually selected by the Holder and the Company,
the fees and expenses of which shall be paid 50% by the Company and 50% by the
Holder unless such determination results in a fair market value more than 110%
of the fair market value determined by the Company in which case such fees and
expenses shall be paid by the Company. The Company shall keep at its Principal
Office copies of all such certificates and cause the same to be available for
inspection at said office during normal business hours by the Holder or any
prospective purchaser of the Warrant (in whole or in part) if so designated by
the Holder.

         SECTION 7. No Dilution or Impairment. The Company will not, by
amendment of its Certificate of Incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, share exchange,
dissolution or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, including without limitation
the adjustments required under Section 6 hereof, and will at all times in good
faith assist in the carrying out of all such terms and in taking of all such
action as may be necessary or appropriate to protect the rights of the Holder
against dilution or other impairment. Without limiting the generality of the
foregoing and notwithstanding any other provision of this Warrant to the
contrary (including by way of implication), the Company (a) will not increase
the par value of any shares of Common Stock receivable on the exercise of this
Warrant above the


                                       12
<PAGE>

amount payable therefor on such exercise or (b) will take all such action as may
be necessary or appropriate so that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock on the exercise of this
Warrant.

         SECTION 8. Transfers of the Warrant.

         (a) Generally. Subject to the restrictions set forth in this Section 8,
the Holder may at any time and from time to time freely transfer this Warrant
and the Warrant Shares in whole or in part. This Warrant has not been, and the
Warrant Shares at the time of their issuance may not be, registered under the
Securities Act and except as provided in the Registration Rights Agreement,
nothing herein contained shall be deemed to require the Company to so register
this Warrant and the Warrant Shares. This Warrant and the Warrant Shares are
issued or issuable subject to the provisions and conditions contained herein and
in the Credit Agreement, and every Holder hereof by accepting the same grees
with the Company to such provisions and conditions, and represents to the
Company that this Warrant has been acquired and the Warrant Shares will be
acquired for the account of the Holder for investment and not with a view to or
for sale in connection with any distribution thereof.

         (b) Compliance with Securities Laws. The Holder agrees that the Warrant
and the Warrant Shares may not be sold or otherwise disposed of except pursuant
to an effective registration statement under the Securities Act and applicable
state securities laws or pursuant to an applicable exemption from the
registration requirements of the Securities Act and such state securities laws.
In the event that the Holder transfers this Warrant or the Warrant Shares
pursuant to an applicable exemption from registration, the Company may request,
at its expense, an opinion of counsel that the proposed transfer does not
violate the Securities Act and applicable state securities laws.

         (c) Restrictive Securities Legend.  The certificate  representing the
shares of Common Stock issued upon the exercise of the Warrant shall bear the
restrictive legends set forth below:

               "The shares represented by this certificate have not been
               registered under the Securities Act of 1933, or the securities
               laws of any State and may not be sold or otherwise disposed of
               except pursuant to an effective registration statement under such
               Act and applicable State securities laws or pursuant to an
               applicable exemption from the registration requirements of such
               Act and such laws."

         SECTION 9. Option to Put.

         (a) Put Rights. Notwithstanding any other provision of this Warrant,
the Required Holders may elect by giving the Company written notice thereof
pursuant to Section 10(a) hereof, from time to time, at any time after the
occurrence of a "Put Event" (as defined in Section 9(b) hereof), to sell to the
Company (at a price established pursuant to Section 10(c) hereof) this Warrant,
the Warrant Shares or any portion thereof (collectively, the "Warrant
Securities") and the Company shall be required to purchase such Warrant
Securities or portion thereof in accordance with the terms hereof and Section 10
hereof.


                                       13
<PAGE>

         (b) Put Events. The right of the Required Holders to require the
Company to purchase the Warrant Securities or any portion thereof under Section
9(a) hereof shall be exercisable upon or at any time upon the earliest to occur
of March 31, 2002 and any of the following events or circumstances, or upon the
agreement or authorization by or on behalf of the Company or any of its
shareholders to undertake any of the following (each a "Put Event"):

                  (i)      the consummation of any Organic Change;

                  (ii)     the occurrence of a Change of Control;

                  (iii)    the consummation of a Public Offering; or

                  (iv)     the occurrence of an Event of Default.

         SECTION 10. Manner of Redemption.

         (a) Put Notice. The Required Holders shall give notice of exercise (the
"Put Notice") of the option under Section 9 hereof to put all or a portion of
the Warrant Securities to the Company by hand delivery, receipt requested, by
overnight delivery service, or by registered first-class mail, postage prepaid.
Such notice shall be mailed or, in the case of hand delivery or overnight
delivery service, delivered (such date of mailing or delivery being the "Put
Exercise Date") not less than 30 nor more than 60 days prior to the date set
forth in the notice as the date fixed for redemption (the "Put Redemption
Date"), to the Company at its Principal Office. All redemption notices shall set
forth the Put Redemption Date and the Warrant Securities to be redeemed.

         (b) Exercise Notice. Within five Business Days after receipt of a Put
Notice from the Required Holders, the Company shall give written notice of such
exercise (the "Exercise Notice") to each other holder of Warrant Securities
(such other holders being referred to herein collectively as the "Other
Holders"). Each Other Holder will have the right to participate in the
redemption and require the Company to redeem all or any portion of such Other
Holder's Warrant Securities by delivering written notice thereof to the Company
within 10 Business Days following receipt of the Exercise Notice. All such
notices delivered by such Other Holders will be deemed to have been delivered as
of the date of the initial Put Notice and taken together will be deemed to be
one exercise of the rights of such Required Holders and Other Holders to put all
or a portion of their Warrant Securities as provided hereunder.

         (c) Put Redemption Price. The purchase price (the "Put Redemption
Price") of the Warrant Securities or any part thereof to be redeemed by the
Company hereunder shall be calculated (for the purposes of a redemption under
this Section 10 as of the Put Exercise Date (the "Put Redemption Price
Calculation Date") and shall be equal to (i) in the case of this Warrant, the
product of (A) the difference of (1) the Fair Market Value Per Share minus (2)
the Exercise Price per share then in effect multiplied by (B) that portion of
this Warrant (expressed in Warrant Shares) to be redeemed and (ii) in the case
of any Warrant Shares issued upon


                                       14
<PAGE>

exercise of this Warrant, the product of (A) the Fair Market Value Per Share
multiplied by (B) that number of Warrant Shares to be redeemed.

         (d) Closing. On the Put Redemption Date, the holders of the Warrant
Securities to be redeemed shall surrender such Warrant Securities to the Company
at its Principal Office or such other place as may be set forth in the Put
Notice on tender by the Company of the Put Redemption Price in cash or other
immediately available funds. Payment of the Put Redemption Price shall only be
out of Legally Available Funds. At the request of the Required Holders, the
Company will deliver to the holders of the Warrant Securities to be redeemed, at
the Company's expense, an opinion of counsel reasonably acceptable to such
holders to the effect that such payment is being made out of Legally Available
Funds. Such counsel may rely upon a certificate or report from the Company's
chief financial officer or independent certified
public accountant in rendering such opinion. In the event any appraisal to be
conducted in connection with the determination of Fair Market Value Per Share
has not been completed five Business Days prior to the Put Redemption Date, the
Put Redemption Date shall be postponed until five Business Days after the
completion of such appraisal.

         (e) Partial Exercise. If this Warrant is redeemed only in part, the
Company shall issue a new warrant or warrants for the remaining portion of the
Warrant, which warrant or warrants shall be registered in the name of and
delivered to the appropriate holder.

         (f) No Restrictive Agreements: Legally Available Funds.

                  (i) Covenant Not to Impair Put Rights. The Company covenants
         and agrees that, after the date hereof, it shall not, without the prior
         written consent of the Required Holders, enter into or agree to become
         subject to any term, condition, provision or agreement that would
         restrict in any way the performance of the Company's obligations under
         this Section 10 or the availability of Legally Available Funds with
         which to perform such obligations.

                  (ii) Restrictions on Purchase. Notwithstanding anything in the
         Warrant to the contrary, the Company shall not be required to redeem
         any portion of the Warrant Securities to the extent that at the time of
         the Put Redemption Date there exist any Restrictions on Purchase.

                  (iii) Remedial Action. Upon receipt of a Put Notice, if the
         Company believes that at the time of the Put Redemption Date, the
         Company would not have sufficient Legally Available Funds to perform
         its obligations under this Section 10, then the Company shall promptly
         use all reasonable efforts to cause such Legally Available Funds to
         become available in any manner permitted or contemplated by the General
         Corporation Law of the State of Delaware, as amended, or any comparable
         provision of any succeeding law. If, notwithstanding the Company's
         reasonable efforts pursuant hereto, the Company is unable to fulfill
         its obligations under this Section 10 because of insufficient Legally
         Available Funds or due to the existence of one or more Restrictions on
         Purchase, the Company shall give prompt written notice thereof to each
         holder of


                                       15
<PAGE>

         Warrant Securities specifying in reasonable detail the nature thereof
         and the extent, if any, to which the Company would be able to fulfill
         its obligations under this Section 10.

                  (iv) Holder Options. If any Restrictions on Purchase exist on
         the proposed Put Redemption Date, the Required Holders may elect
         pursuant to written notice given by the Required Holders to the
         Company: (A) that each holder's put rights pursuant to the Put Notice
         shall remain exercised and the Put Redemption Date shall be deferred
         until any of the first five Business Days after all such Restrictions
         on Purchase cease to exist; provided, that, as and to the extent that
         such Restrictions on Purchase cease to exist, the Company shall
         promptly make partial payments of the Put Redemption Price to the
         holders of Warrant Securities to be redeemed, in which case there shall
         be a series of redemptions, each of which shall take place not more
         than five Business Days after such Restrictions on Purchase have ceased
         to exist to an extent that would permit such partial payments of the
         Put Redemption Price in increments of not less than $25,000; (B) the
         exercise of the put rights pursuant to Section 9(a) shall be rescinded
         in whole or in part at the option of the Required Holders (with the
         result that the Required Holders may require the Company to redeem the
         Warrant Securities at any time thereafter until 18 months after the
         date the Required Holders give notice to rescind the exercise of such
         put rights); or (C) to the extent the Company is unable to pay the Put
         Redemption Price in compliance with the terms of this Section
         10(f)(iii), such Put Redemption Price shall be paid by delivery to the
         Holder hereof of a promissory note of the Company dated the date of the
         applicable Put Redemption Date, having a term of one year from the date
         thereof, providing for a single payment of principal at the end of its
         term, bearing interest at a rate per annum (computed for the actual
         number of days elapsed on the basis of a 360-day year) equal to 16%
         with quarterly interest payments and allowing for prepayment at any
         time without premium or penalty.

         (g) Limit on Grant of Other Put or Redemption Rights. The Company
covenants and agrees that from the date hereof, so long as the Holder holds this
Warrant or any Warrant Shares in respect of which any put rights provided for in
Sections 9 and 10 have not terminated, the Company shall not grant, directly or
indirectly, to any Person or agree to otherwise become obligated in respect of
(i) any rights to require the Company to purchase or redeem securities of the
Company upon the demand of any Person or (ii) rights in the nature or
substantially in the nature of those set forth in Sections 9 and 10 hereof; in
each case, without the prior written consent of the Required Holders or unless
such rights are expressly subject and subordinated to the put rights of the
holders of Warrant Securities pursuant to Sections 9 and 10 hereof on terms
reasonably satisfactory to the Required Holders. The Company represents and
warrants that it has not previously entered into any agreement granting any such
rights to any Person.

         SECTION 11. Representations, Warranties and Covenants.

         The Company hereby represents, warrants and covenants to the Holder
that so long as Holder holds the Warrant or any Warrant Shares:

         (a) Reservation of Shares. The Company shall at all times reserve and
keep available out of the aggregate of its authorized but unissued shares, free
of preemptive rights, such number


                                       16
<PAGE>

of its duly authorized shares of Common Stock as shall be sufficient to enable
the Company to issue Common Stock upon exercise of the Warrant.

         (b) Certain Amendments. The Company will not, and will not permit or
cause any of its Subsidiaries to directly or indirectly, amend, modify or change
any provision of its articles or certificate of incorporation, bylaws, or the
terms of any class or series of its Capital Stock to the extent such amendment,
modification or change would have an adverse effect on the Holder.

         (c) Limitation on Certain Restrictions. The Company will not, and will
not permit or cause any of its Subsidiaries (to the extent the Company has any
Subsidiaries after the Closing Date) to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any restriction or
encumbrance on the ability of the Company or any such Subsidiaries to perform
and comply with their respective obligations under this Warrant.

         SECTION 12.       Events of Non-Compliance and Remedies.

         (a) Events of Non-Compliance. If the Company fails to keep and fully
and promptly perform and observe in all material respects any of the terms,
covenants or representations contained or referenced herein within 30 days from
the earlier to occur of (A) written notice from the Holder specifying what
failure has occurred, or requesting that a specified failure be remedied or (B)
an executive officer of the Company becoming aware of such failure (an "Event of
Non-Compliance"), the Holder shall be entitled to the remedies set forth in
subsection (b) hereof.

         (b) Remedies. On the occurrence of an Event of Non-Compliance, in
addition to any remedies the Holder may have under applicable law, the Holder
may bring any action for injunctive relief or specific performance of any term
or covenant contained herein or in the Credit Agreement, the Company hereby
acknowledging that an action for money damages may not be adequate to protect
the interests of the Holder hereunder.

         SECTION 13. Definitions.

         As used herein, in addition to the terms defined elsewhere herein, the
following terms shall have the following meanings. Capitalized terms not
appearing below and not otherwise defined herein shall have the meaning ascribed
to them in the Credit Agreement.

         "Affiliate" means, with respect to a Person, any other Person (other
than a Subsidiary) which directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such Person. The term "control" means (a) the power to vote more than 50% of the
securities or other equity interests of a Person having ordinary voting power
(on a fully diluted basis), or (b) the possession, directly or indirectly, of
any other power to direct or cause the direction of the management and policies
of a Person, whether through ownership of voting securities, by contract or
otherwise.

         "Aggregate Number" has the meaning set forth in the Preamble.


                                       17
<PAGE>

         "Business Day" means any day other than a Saturday, Sunday or a day on
which commercial banking institutions in Charlotte, North Carolina or New York,
New York are authorized or required by law or executive order to be closed.

         "Certificate of Incorporation" means the Certificate of Incorporation
of the Company, as in effect on the date hereof.

         "Commencement Date" has the meaning set forth in the Preamble.

         "Commission" means the Securities and Exchange Commission or any
similar agency then having jurisdiction to enforce the Securities Act or the
Exchange Act.

         "Common Stock" means, collectively, the common stock and any other
class of capital stock of the Company hereafter authorized having the right to
share in distributions either of earnings or assets without limit as to amount
or percentage.

         "Company" has the meaning set forth in the Preamble.

         "Convertible Securities" means evidences of indebtedness, shares of
stock or other securities (including, but not limited to options and warrants)
which are directly or indirectly convertible, exercisable or exchangeable, with
or without payment of additional consideration in cash or property, for shares
of Common Stock, either immediately or upon the onset of a specified date or the
happening of a specified event.

         "Credit Agreement" means the Credit Agreement dated as of March 12,
1999 between the Company as borrower, certain subsidiaries as guarantors,
NationsBank, N.A. as agent, and the lenders listed on the signature pages
thereto, as amended by that Amendment Agreement and Waiver to the Credit
Agreement dated as of April 14, 2000, the Second Amendment Agreement and Waiver
dated as of June 9, 2000, the Third Amendment dated as of March 28, 2001, and as
further amended or supplemented from time to time.

         "Distribution" has the meaning set forth in Section 6(a)(ii).

         "Election to Purchase" has the meaning set forth in Section 2(a).

         "Escrow Agreement" means the Warrant Escrow Agreement of even date
between the Company, Bank of America, N.A., as Agent for the Lenders, Investors
Title Accommodation Corporation as escrow Agent, and the Lenders listed on the
signature pages thereto, as amended or supplemented from time to time.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission thereunder.

         "Exempt Issuance" has the meaning set forth in Section 6.

         "Exercise Amount" has the meaning set forth in Section 2(a).


                                       18
<PAGE>

         "Exercise Notice" has the meaning set forth in Section 10(b).

         "Exercise Price" has the meaning set forth in the Preamble.

         "Expiration Date" has the meaning set forth in the Preamble.

         "Fair Market Value Per Share" means as of a particular date the average
(weighted by daily trading volume) of the closing prices of the Common Stock on
all securities exchanges on which such security may be listed at the time, or,
if there has been no sales on any such exchange on any day, or, if on any day
such security is not so listed, the average of the representative bid and asked
prices quoted in the NASDAQ System as of 4:00 P.M., New York Time, or, if on any
day such security is not quoted in the NASDAQ System, the average of the highest
bid and lowest asked prices on such day in the domestic over-the-counter market
as reported by the National Quotation Bureau, Incorporated or any similar
successor organization, in each such case averaged over a period of 30 days
consisting of the day as of which the "Fair Market Value Per Share" is being
determined and the 29 consecutive days prior to such day. If at any time the
Common Stock is not listed on any securities exchange or quoted in the NASDAQ
System or the over-the-counter market, the "Fair Market Value Per Share" shall
be (a) the fair market value of the Outstanding Common Stock based upon an
arm's-length sale of the Company on such date (including its ownership interest
in all Persons) as an entirety, such sale being between a willing buyer and a
willing seller and determined without reference to any discount for minority
interest, restrictions on transfer, disparate voting rights among classes of
capital stock or lack of marketability with respect to capital stock divided by
(b) the aggregate number of shares of Outstanding Common Stock; provided,
however, that in no event shall "Fair Market Value Per Share" be deemed to be
less than the applicable Exercise Price per share subject to proportional
adjustment upon the occurrence of an event specified in Section 6(a)(i). The
Fair Market Value Per Share shall be determined by the disinterested members of
the Board of Directors of the Company in good faith within 10 days of any event
for which such determination is required and such determination (including the
basis therefor) shall be promptly provided to the Holder. Such determination
shall be binding on the Holder unless the Holder objects thereto in writing
within 10 Business Days of receipt. In the event the Company and the Holder
cannot agree on the Fair Market Value Per Share within 10 Business Days of the
date of the Holder's objection, the Fair Market Value Per Share shall be
determined by a disinterested appraiser (which may be a national or regional
investment bank or national accounting firm) mutually selected by the Company
and the Holder, the fees and expenses of which shall be paid 50% by the Company
and 50% by the Holder unless such determination results in a Fair Market Value
Per Share more than 110% of the Fair Market Value Per Share initially determined
by the Company in which case such fees and expenses shall be borne by the
Company. Any selection of a disinterested appraiser shall be made in good faith
within seven Business Days after the end of the last 10 Business Day period
referred to above and any determination of Fair Market Value Per Share by a
disinterested appraiser shall be made within 30 days of the date of selection.

         "Fourth Amendment and Waiver Agreement" means the Fourth Amendment and
Waiver Agreement, dated as of April 3, 2001, among the Company, the Guarantors
listed on the signature pages thereof, the Lenders and the Agent.


                                       19
<PAGE>

         "Fully Diluted" means, with respect to the Common Stock, as of a
particular time the total outstanding shares of Common Stock as of such time,
determined by treating all warrants and options to purchase for Common Stock as
having been exercised and by treating all outstanding Convertible Securities as
having been so converted.

         "Governmental Authority" means the government of any nation, state,
city, locality or other political subdivision of any thereof, any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, and any corporation or other entity
owned or controlled, through stock or capital ownership or otherwise, by any of
the foregoing.

         "Holder" means Bank of America, N.A., as agent for the Lenders, and
its successors and assigns.

         "Legally Available Funds" means, with respect to any redemption of the
Warrant Securities pursuant to Section 10 hereof, the amount of funds of the
Company legally available for such redemption as required under the General
Corporation Law of the State of Delaware, as amended, or any comparable
provision of any succeeding law.

         "Material Adverse Effect" means a material adverse effect upon the
business, assets or condition (financial or otherwise) of the Company and its
Subsidiaries, taken as a whole.

         "Organic Change" means (i) the sale, assignment, transfer, pledge or
other disposition by the Company of any equity interests of any Subsidiary or
the authorization or issuance by any Subsidiary of any equity securities or
interests which results in a dilution of the Company's ownership of such
Subsidiary; (ii) any sale, lease or exchange of all or substantially all the
property and assets of the Company or any Subsidiary whether or not in the
ordinary course of business and whether directly or through the sale of equity
securities or interests of any Subsidiary or Subsidiaries or otherwise; (iii)
any merger or consolidation to which the Company or any Subsidiary is a party
other than (A) the merger of a wholly owned Subsidiary into the Company and (B)
a merger in which the Company is the surviving corporation and which does not
result in a Change of Control or (iv) the liquidation, winding up or dissolution
of the Company or any of its Subsidiaries.

         "Other Holders" has the meaning set forth in Section 10(b).

         "Outstanding Common Stock" of the Company means, as of the date of
determination, the sum (without duplication) of the following: (a) the number of
shares of Common Stock then outstanding at the date of determination, (b) the
number of shares of Common Stock then issuable upon the exercise of the Warrant
(as such number of shares may be adjusted pursuant to the terms hereof) and (c)
the number of shares of Common Stock then issuable upon the exercise or
conversion of Convertible Securities and any warrants, options or other rights
to subscribe for or purchase Common Stock or Convertible Securities (but
excluding any unvested options and securities not then exercisable for or
convertible into Common Stock).


                                       20
<PAGE>

         "Person" means any individual, firm, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof, or other entity of any kind and includes any successor (by merger or
otherwise) of such entity.

         "Principal Office" means the Company's principal office as set forth in
Section 18 hereof or such other principal office of the Company in the United
States of America the address of which first shall have been set forth in a
notice to the Holder.

         "Public Offering" means a registered public offering of the Company's
equity securities (other than offerings pursuant to Form S-4 and Form S-8 (as
provided for under the Securities Act) or any successor forms thereto).

         "Put Event" has the meaning set forth in Section 9(b).

         "Put Exercise Date" has the meaning set forth in Section 10(a).

         "Put Notice" has the meaning set forth in Section 10(a).

         "Put Redemption Date" has the meaning set forth in Section 10(a).

         "Put Redemption Price" has the meaning set forth in Section 10(c).

         "Put Redemption Price Calculation Date" has the meaning set forth in
Section 10(c).

         "Registration Rights Agreement" means the Registration Rights Agreement
of even date between the Company, the Holder and the other lenders listed on the
signature pages thereto, as amended or supplemented from time to time.

         "Regulatory Requirement" has the meaning set forth in Section 5(c).

         "Required Holders" means the beneficial holders of at least 51% of the
Warrant Securities then outstanding determined on a Fully Diluted basis.

         "Restrictions on Purchase" means that, at the time of the closing of a
redemption under Section 10, the Company would not have sufficient Legally
Available Funds to redeem the Warrant Securities.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder.

         "Stock Combination" has the meaning set forth in Section 6(a)(i)(C).

         "Stock Dividend" has the meaning set forth in Section 6(a)(i)(A).

         "Stock Subdivision" has the meaning set forth in Section 6(a)(i)(B).


                                       21
<PAGE>

         "Subsidiary" means, as to a Person, any corporation, partnership or
other entity of which more than 50% of the outstanding capital stock or other
ownership interests having ordinary voting power to elect a majority of the
board of directors or other managers of such corporation, partnership or other
entity is at the time, directly or indirectly, owned by or otherwise controlled
by such Person.

         "Warrant" has the meaning set forth in Section 1(a).

         "Warrant Securities" means the Warrant and the Warrant Shares,
collectively.

         "Warrant Shares" means (a) the shares of Common Stock issued or
issuable upon exercise of this Warrant in accordance with its terms and (b) all
other shares of the Company's capital stock issued with respect to such shares
by way of stock dividend, stock split or other reclassification or in connection
with any merger, consolidation, recapitalization or other reorganization
affecting the Company's capital stock.

         SECTION 14. Survival of Provisions. Notwithstanding the full exercise
by the Holder of its rights to purchase Common Stock hereunder, the provisions
of Sections 5(c), 5(d) and 9 through 23 of this Warrant shall survive such
exercise until such time as the rights of the Required Holders to have the
Company redeem all Warrant Securities held by the Holder have been fully
exercised.

         SECTION 15. Delays, Omissions and Indulgences. It is agreed that no
delay or omission to exercise any right, power or remedy accruing to the Holder
upon any breach or default of the Company under this Warrant shall impair any
such right, power or remedy, nor shall it be construed to be a waiver of any
such breach or default, or any acquiescence therein, or of or in any similar
breach or default thereafter occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. It is further agreed that any waiver, permit, consent
or approval of any kind or character on the Holder's part of any breach or
default under this Warrant, or any waiver on the Holder's part of any provisions
or conditions of this Warrant must be in writing and that all remedies, either
under this Warrant, or by law or otherwise afforded to the Holder, shall be
cumulative and not alternative.

         SECTION 16. Rights of  Transferees.  Subject to Section 8, the rights
granted to the Holder hereunder of this Warrant shall pass to and inure to the
benefit of all subsequent transferees of all or any portion of the Warrant
(provided that the Holder and any transferee shall hold such rights in
proportion to their respective ownership of the Warrant and Warrant Shares)
until extinguished pursuant to the terms hereof.

         SECTION 17. Captions.  The titles and captions of the Sections and
other provisions of this Warrant are for convenience of reference only and are
not to be considered in construing this Warrant.


                                       22
<PAGE>

         SECTION 18. Notices. All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first-class mail, return receipt requested, telecopy,
overnight courier service or personal delivery:

            (a)   if to the Company:

                                    Access Worldwide Communications, Inc.
                                    4950 Blue Lake Drive, Suite 300
                                    Boca Raton, FL 33431
                                    Attention:  Mr. Michael Dinkins
                                    Telecopy No.:  (800) 464-8599

                  with a copy to:

                                    Shapiro, Abrams & Zedeck
                                    1776 North Pine Island Road, Suite 326
                                    Fort Lauderdale, FL 33322
                                    Attention:  Kenneth Shapiro, Esq.
                                    Telecopy No.:  (954) 523-0997

            (b)   if to the Holder:

                                    Bank of America, N.A.
                                    8300 Greensboro Drive
                                    Suite 800
                                    McLean, VA 22102
                                    Attention:  Mr. James W. Harper
                                    Telecopy No.:  (703) 761-8559

                  with a copy to:

                                    Moore & Van Allen, PLLC
                                    100 North Tryon Street, Floor 47
                                    Charlotte, NC 28202-4003
                                    Attention:  David L. Eades, Esq.
                                    Telecopy No.: (704) 378-2044

                  and to:

                                    Fleet National Bank
                                    502 Carnegie Center
                                    Mail Stop: NJRP 44802B
                                    Princeton, NJ 08543
                                    Attn: Mr. Stephen Hill
                                    Facsimile No.: (609) 799-9198

                  with a copy to:

                                    FSC Corp.
                                    c/o Bank Boston Capital
                                    175 Federal Street -  10th Floor
                                    Boston, MA  02210
                                    Attn:  Ms. Mary Josephs Reilly
                                    Facsimile No.:  (617) 434-1153

                                    ARK CLO 2000-1, Limited
                                    c/o Patriarch Partners, LLC
                                    40 Wall Street - 25th Floor
                                    New York, NY  10005
                                    Attn:  Lynn Tilton/Dennis Dolan
                                    Facsimile No.: (212) 825-2038


                                       23
<PAGE>

                  with a copy to:

                                    Woodside Capital
                                    36 Woodland Street
                                    Hartford, CT  06105
                                    Attn:  Mr. Scott Schooley
                                    Facsimile No.:  (860) 547-1870

                                    European American Bank
                                    1 EAB Plaza
                                    Uniondale, NY 11555
                                    Attn:  Mr. Michael Cipot
                                    Facsimile No.:  (516) 296-5613

         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; when delivered by
courier, if delivered by commercial overnight courier service; five Business
Days after being deposited in the mail, postage prepaid, if mailed; and when
receipt is acknowledged, if telecopied.

         SECTION 19. Successors  and Assigns.  This Warrant shall be binding
upon and inure to the benefit of the parties hereto their respective successors
and assigns, provided that the Company shall have no right to assign its rights,
or to delegate its obligations, hereunder without the prior written consent of
the Holder.

         SECTION 20. Severability. If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair the
benefits of the remaining provisions hereof.


                                       24
<PAGE>

         SECTION 21. Governing  Law. This Warrant is to be construed and
enforced in accordance with and governed by the laws of the State of North
Carolina and without regard to the principles of conflicts of law of such state.

         SECTION 22. Entire Agreement. This Warrant, the Fourth Amendment and
Waiver Agreement, the Registration Rights Agreement and the Escrow Agreement are
intended by the parties as a final expression of their agreement and are
intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and therein.

         SECTION 23. Rules of Construction. Unless the context otherwise
requires, "or" is not exclusive, and references to sections or subsections refer
to sections or subsections of this Warrant. All pronouns and any variations
thereof refer to the masculine, feminine or neuter, singular or plural, as the
context may require.

                   [Remainder of Page Intentionally Omitted.]

                                       25
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be issued
and executed in its corporate name by its duly authorized officers and its
corporate seal to be affixed hereto as of the date below written.

DATED:                                 ACCESS WORLDWIDE COMMUNICATIONS, INC.
      ------------------------
[CORPORATE SEAL]                       By:
                                          -------------------------------------
                                          Name:
                                          Title:




ATTEST:

By:
   -----------------------------------------
Name:
     ---------------------------------------
Title:
      --------------------------------------



PAGE

                                       26
<PAGE>

                                                                      EXHIBIT A

                               NOTICE OF EXERCISE

To:
   -----------------------------------

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

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


         1. The undersigned, pursuant to the provisions of the attached Warrant,
hereby elects to exercise this Warrant with respect to ________ shares of Common
Stock (the "Exercise Amount"). Capitalized terms used but not otherwise defined
herein have the meanings ascribed thereto in the attached Warrant.

         2. The undersigned herewith tenders payment for such shares in the
following manner (please check type, or types, of payment and indicate the
portion of the Exercise Price to be paid by each type of payment):

                         ----------   Exercise for Cash

                         ----------   Cashless Exercise

         3. Please issue a certificate or certificates  representing the shares
issuable in respect hereof under the terms of the attached Warrant, as follows:


                                           -------------------------------------
                                            (Name of Record Holder/Transferee)

and deliver such certificate or certificates to the following address:


                                           -------------------------------------
                                           (Address of Record Holder/Transferee)

         4. The undersigned represents that the aforesaid shares are being
acquired for the account of the undersigned for investment and not with a view
to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares.

         5. If the Exercise Amount is less than all of the shares of Common
Stock purchasable hereunder, please issue a new warrant representing the
remaining balance of such shares, as follows:


                                           -------------------------------------
                                            (Name of Record Holder/Transferee)


                                       27
<PAGE>

and deliver such warrant to the following address:


                                           -------------------------------------
                                           (Address of Record Holder/Transferee)


                                           -------------------------------------
                                           (Signature)

-----------------------------------
(Date)





CHAR1\582727_ 9

                                       28