AMENDMENT

         Amendment to Stock Purchase  Agreement (the "Purchase  Agreement")  and
Stock Pledge Agreement (the "Pledge Agreement"), each dated as of April 27, 1999
among the Translation Group, Ltd. ("TTGL") and the former stockholders of Planet
Access Networks, Inc. ("PAN")

                                   BACKGROUND

         1. Pursuant to the Purchase Agreement and the Pledge Agreement, TTGL is
obligated,  on or before  September  15, 1999,  to (x) make a deferred  purchase
price payment of $900,000 to the PAN shareholders and (y) secure $4.0 million in
financing for TTGL and PAN (the "Financing Obligation").

         2. The parties  desire to extend the time period for  completion of the
Financing Obligation, upon the terms and conditions hereof.

                                   AGREEMENT

     The parties hereto, intending to be legally bound, hereby agree as follows:

         1. TTGL shall pay to the PAN  shareholders,  in  accordance  with their
former  pro-rata  ownership of PAN the  aggregate  sum of $900,000.  This amount
shall be  added to the  liquidated  damages  in the  event  that  TTGL  does not
complete the Financing Obligation by March 15, 2000.

         2. The time period in which TTGL may complete the Financing  Obligation
shall be extended  to March 15,  2000;  provided  that if TTGL has not raised at
least $2.0 million in  financing  by December 15, 1999,  TTGL shall issue to the
PAN shareholders,  in accordance with their former pro-rata ownership of PAN, an
aggregate  100,000 three-year options to purchase shares of TTGL's common stock,
with an exercise  price equal to the fair market  value of the TTGL Common Stock
on December 15, 1999. The options  referred to in the preceeding  sentence shall
vest immediately upon issuance.

         3. Until the completion of the Financing  Obligation,  TTGL shall cause
PAN to operate in the ordinary  course,  consistant  with past practice,  except
that(i) PAN shall  cooperate in any manner  necessary to complete the  Financing
Obligation;  and (ii) TTGL and PAN will cooperate in connection  with with joint
products and services contemplated by the TTGL's business plan. Without limiting
the forgoing,  TTGL shall not, prior to completion of the Financing  Obligation,
invade the assets of PAN.

         4. In the event that TTGL fails to complete the Financing Obligation by
March 15, 2000; i) any amount  outstanding  and/or  remaining under the $250,000
line of credit,  including  accrued interest  thereon,  in addition the $900,000
payment above, shall be considered  liquidated  damages;  ii) PAN and TTGL shall
split  profits,  if any  attributable,  to joint  projects by PAN and  Purchaser
during the 2nd, 3rd and 4th quarters of 1999 and the first quarter of 2000,  but
no later than May 14, 2000;  and iii) PAN shall reserve  sufficient  capacity to
complete TTGL projects in progress at that time.  For all work  performed  under
this section, PAN shall be compensated at its normal and customary retail rates.

<PAGE>

         5. Except as otherwise  provided herein, the Purchase Agreement and the
Pledge Agreement shall remain in full force and effect.

         IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
September 2, 1999


                                                  THE TRANSLATION GROUP LTD

ATTEST:

By:                                               By:/s/ John R. Toedtman
   ---------------------------                       ---------------------------
                                                     John R. Toedtman
                                                     Chief Operating Officer


Witness:                                          FRED LAPARO

                                                  /s/ Fred LaParo
------------------------------                    ------------------------------


Witness:                                          JEFFREY CARTWRIGHT

                                                  /s/ Jeffrey Cartwright
------------------------------                    ------------------------------


Witness:                                          BINH NGUYEN

                                                  /s/ Binh Nguyen
------------------------------                    ------------------------------


Witness:                                          PETER GRABOWSKY

                                                  /s/ Peter Grabowsky
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