**EMPLOYMENT AGREEMENT**

 

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made the 21st day of January, 2004, by and between Access WorldwideCommunications Inc., a Delaware corporation (the “Company”), and Richard Lyew (the “Employee”). 

 

WITNESSETH

 

WHEREAS, the Company wishes to assure itself of the services of the Employee, and the Employee wishes to serve in the employ of the Company, upon theterms and conditions hereinafter set forth. 

 

NOW, THEREFORE, inconsideration of the premises and the mutual agreements hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows: 

 

1. Employment, Term. The Company hereby employs the Employee on the terms hereinafter set forth for a period commencing on January 1, 2004, andending three (3) years thereafter (the “Term”), unless sooner terminated in accordance with the terms of this Agreement. Notwithstanding the foregoing, if not sooner terminated in accordance with the terms of this Agreement, then on thethird anniversary of the date hereof and on each anniversary of the date hereof thereafter, the Term shall be automatically extended for an additional twelve (12) months unless either party, no later than thirty (30) days prior to the applicableanniversary date, advises the other in writing of a desire not to extend. 

 

2. Position, Duties. The Employee shall serve as Corporate Controller, or in such other related capacity as may be assigned by the Chief Executive Officer (“CEO”) of the Company or the CEO’sdesignee or successor. Unless instructed otherwise by the CEO or the CEO’s designee or successor, the Employee shall report to, and shall have such duties, objectives and responsibilities consistent with the Employee’s position as shall beassigned to the Employee by, the CEO, or the CEO’s designee or successor. The Employee shall perform the Employee’s duties and responsibilities hereunder faithfully and diligently, and shall devote the Employee’s full business timeand attention to the performance of the Employee’s duties and responsibilities hereunder. 

 

3. Compensation. 

 

3.1Base Salary. During the Term of this Agreement, in consideration of the performance by the Employee of the services set forth in Section 2 and the Employee’s observance of the other covenants set forth herein, the Company shall pay theEmployee, and the Employee shall accept, a base salary at the rate of $144,000.00 per annum, payable in accordance with the standard payroll practices of the Company. The Employee may be entitled to receive merit increases in base salary during theTerm hereof in such amount and at such times as shall be determined by the CEO, in the CEO’s sole discretion, subject to approval of the Board of Directors of the Company. In no event shall the failure to grant any such increase (or the amountof any such increase) give rise to a claim by the Employee under this Agreement. 

 

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3.2 Bonus. The Employee may be eligible to receive an annual discretionary bonus of up to, but nomore than, 25% of the Employee’s base salary, in such actual amount and based on such criteria as may be established by the CEO in the CEO’s sole and absolute discretion, subject to approval of the Board of Directors of the Company in itsdiscretion. Any bonus awarded hereunder shall be paid contemporaneously with other discretionary bonuses paid to similarly situated employees of the Company, unless otherwise directed by the CEO. 

 

4. Expense Reimbursement. During the Term of the Employee’semployment by the Company pursuant to this Agreement, consistent with the Company’s policies and procedures as may be in effect from time to time, the Company shall reimburse the Employee for all reasonable, necessary, and pre-approvedout-of-pocket expenses incurred by the Employee in connection with the performance of the Employee’s duties hereunder, upon the presentation of proper accounts therefor in accordance with the Company’s policies. 

 

5. Other Benefits. During the Term of the Employee’s employmentby the Company pursuant to this Agreement, the Employee shall be entitled to receive three (3) weeks paid vacation time per annum (which shall not carry forward year-to-year and are not otherwise compensable); and shall be entitled to such otherbenefits (including without limitation customary medical, dental, vision, and other insurance) as are from time to time made available to other similarly situated employees of the Company, on the same terms as are available to such similarlysituated employees, it being understood that the Employee shall be required to make the same contributions and payments in order to receive any of such benefits as may be required of such similarly situated employees. 

 

6. Termination of Employment. 

 

6.1 Death. In the event of the death of the Employee during the Termof this Agreement, the Company shall pay to the estate or other legal representative of the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the Employee’s date of death and not theretofore paid,and the estate or other legal representative of the Employee shall have no further rights under this Agreement. 

 

6.2 Disability. If the Employee shall become incapacitated by reason of sickness, accident or other physical or mental disability and shall for aperiod of thirty (30) consecutive days be unable to perform the Employee’s normal duties hereunder, with or without reasonable accommodation, the employment of the Employee hereunder may be terminated by the Company upon ten (10) days’prior written notice to the Employee. Promptly after such termination, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination and not theretofore paid.Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. 

 

6.3 Due Cause. The employment of the Employee hereunder may be terminated by the Company at any time during the Term of this Agreement for DueCause (as hereinafter defined). In the event of such termination, the Company shall pay to the Employee 

 

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the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such termination andnot theretofore paid the Employee, and, after the satisfaction of any claim of the Company against the Employee arising as a direct and proximate result of such Due Cause, neither the Employee nor the Company shall have any further rights orobligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. For purposes of this Agreement, the term “Due Cause” shall be defined as (i) the inability of the Employee, for any reason other than authorized vacation, toperform the Employee’s duties under this Agreement for a period of twenty (20) consecutive business days; (ii) dishonesty; (iii) theft; (iv) conviction of a felony; (v) any breach of, or failure to perform under or in accordance with, thisAgreement; (vi) the failure of the Employee, for any reason, within five (5) calendar days after receipt by the Employee of a written notice from the Company, to correct, cease, or otherwise alter any conduct or failure to act by the Employee whichthe Company, in its reasonable discretion, considers insubordination or which the Company considers material to its operation; and (vii) any other act, omission, or series or combination of same, which the law recognizes as constituting“cause” for termination of employment. 

 

6.4 OtherTermination by the Company. The Company may terminate the Employee’s employment prior to the expiration of the Term of this Agreement for whatever reason it deems appropriate; provided, however, that in the event that such termination isnot pursuant to Sections 6.1, 6.2, or 6.3, the Company shall continue to pay to the Employee (or the Employee’s estate or other legal representative in the case of the death of the Employee subsequent to such termination), in the same periodicinstallments as the Employee’s annual salary was paid, the salary provided for in Section 3.1 (at the annual rate then in effect) until the earlier of (a) the then scheduled expiration of the Term hereof, (b) nine (9) months following the dateof termination, or (c) the date on which the Employee commences employment (whether as an employee, independent contractor, or otherwise) with another employer or on the Employee’s own behalf. Neither the Employee nor the Company shall have anyfurther rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. 

 

6.5 Termination by the Employee. This Agreement may be terminated by the Employee, at any time. In the event such termination is for Good Reasonwithin thirty (30) days of a Change of Control (as such terms are hereinafter defined), then the Company shall continue to pay to the Employee, in the same periodic installments as his annual salary was paid, the salary provided for in Section 3.1(at the annual rate then in effect) until the earlier of (x) the then scheduled expiration of the term hereof or (y) nine (9) months following the date of such termination. In the event the Employee’s employment hereunder is terminated by theEmployee for any reason other than Good Reason within thirty (30) days of a Change of Control, the Company shall pay to the Employee the salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of such terminationand not theretofore paid the Employee. In either case, after the satisfaction of any claim the Company may have against the Employee arising during Employee’s employment with the Company, neither the Employee nor the Company shall have anyfurther rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. As used herein, the term “Good Reason” shall mean (i) a reduction in the Employee’s annual base salary; or (ii) a change in theEmployee’s duties and responsibilities which represents a substantial reduction of the duties and responsibilities which existed immediately prior thereto or the assignment to the Employee of any substantial new duties or 

 

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responsibilities inconsistent with those which existed immediately prior thereto; or (iii) the requirement by the Companythat the Employee (without the consent of the Employee) work out of a location more than fifty (50) miles away from the Employee’s then-current work location, except for reasonably required travel on the Company’s business. For purposes ofthis Agreement, a “Change of Control” shall be deemed to occur (1) on the effective date of any merger, consolidation, or reorganization which results in the holders of the outstanding voting securities of the Company (determinedimmediately prior to such merger or consolidation) owning less than an majority of the outstanding voting securities of the surviving corporation (determined immediately following such merger or consolidation), or any sale or transfer by the Companyof all or substantially all of its assets; or (2) on the date of closing of any tender offer or exchange offer for, or the acquisition, directly or indirectly, by any person or group of, all or a majority of the then outstanding voting securities ofthe Company. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur if the Company either merges or consolidates with or into another company or sells or disposes of all or substantially all of its assets to another company,if such merger, consolidation, sale or disposition is in connection with a corporate restructuring wherein the stockholders of the Company immediately before such merger, consolidation, sale, or disposition own, directly or indirectly, immediatelyfollowing such merger, consolidation, sale, or disposition at least a majority of the combined voting power of all outstanding classes of securities of the Company resulting from such merger or consolidation, or to which the Company sells ordisposes of its assets, in substantially the same proportion as their ownership in the Company immediately before such merger, consolidation, sale, or disposition. 

 

6.6 Rights to Benefits. Upon termination of employment under any provision contained in this Section 6, rights andbenefits of the Employee, the Employee’s estate or other legal representative under the employee benefit plans and programs of the Company, if any, will be determined in accordance with the terms and provisions of such plans and programs.Neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10. 

 

7. Confidential Information. 

 

7.1 (a) The Employee shall, during the Employee’s employment with the Company and at all times thereafter, treat all confidential material (ashereinafter defined) of the Company or any of the Company’s subsidiaries, affiliates or parent entities (the Company and the Company’s subsidiaries, affiliates and parent entities being hereinafter collectively referred to as the“Company Group”) confidentially. The Employee shall not, without the prior written consent of the CEO, disclose such confidential material, directly or indirectly, to any party, who at the time of such disclosure is not an employee oragent of any member of the Company Group, or remove from the Company’s premises any notes or records relating thereto, copies or facsimiles thereof (whether made by electronic, electrical, magnetic, optical, laser, acoustic or other means), orany other property of any member of the Company Group. The Employee agrees that all confidential material, together with all notes and records of the Employee relating thereto, and all copies or facsimiles thereof in possession of the Employee(whether made by the foregoing or other means) are the exclusive property of the Company. 

 

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(b) For the purposes hereof, the term “confidential material” shall mean all information inany way concerning the activities, business or affairs of any member of the Company Group or any of the customers of any member of the Company Group, including, without limitation, information concerning trade secrets, together with all sales andfinancial information concerning any member of the Company Group and any and all information concerning projects in research and development or marketing plans for any products or projects of the Company Group, and all information concerning thepractices and customers of any member of the Company Group; provided however, that the term “confidential material” shall not include information which becomes generally available to the public other than as a result of a disclosure by theEmployee. 

 

7.2 Promptly upon the request of the Company, theEmployee shall deliver to the Company all confidential material relating to any member of the Company Group in the possession of the Employee without retaining a copy thereof (provided, however, that the Employee shall be entitled to retain a listof such confidential material so long as the form of such list is reasonably acceptable to the Company), unless, in the written opinion of counsel for the Company delivered to the Employee, either returning such confidential material or failing toretain a copy thereof would violate any applicable Federal, state, local or foreign law, in which event such confidential material shall be returned without retaining any copies thereof as soon as practicable after such counsel advises in writing tothe Employee that the same may be lawfully done. 

 

7.3 In theevent that the Employee is required, by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, to disclose any confidential material relating to any member of the CompanyGroup, the Employee shall provide the Company with prompt notice thereof so that the Company may seek an appropriate protective order and/or waive compliance by the Employee with the provisions hereof. 

 

8. Non-Competition. 

 

8.1 The Employee acknowledges that the services to be rendered by theEmployee to the Company are of a special and unique character. The Employee agrees that, in consideration of the Employee’s employment hereunder, the Employee will not, directly or indirectly, (a) so long as the Employee is employed pursuant tothis Agreement and for two (2) years thereafter, (x) engage, whether as principal, agent, investor, distributor, representative, stockholder, employee, consultant, volunteer or otherwise, with or without pay, in any activity or business venture,which is competitive with the business of the Company or any other members of the Company Group, (y) solicit or entice or endeavor to solicit or entice away any of the clients or customers of any member of the Company Group, either on theEmployee’s own account or for any other person firm, corporation or organization, (x) solicit or entice or endeavor to solicit or entice away from any member of the Company Group any person who was or is at the time of solicitation, a director,officer, employee, agent or consultant of such member of the Company Group, on the Employee’s own account or for any person, firm, corporation or other organization, whether or not such person would commit any breach of such person’scontract of employment by reason of leaving the service of such member of the Company Group, or (y) employ any person who was or is at the time of the solicitation, a director, officer or 

 

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employee of any member of the Company Group or any person who is or may be likely to be in possession of any confidentialinformation or trade secrets relating to the business of any member of the Company Group; or (b) at any time make any statement, or engage in any act or omission, which might reasonably be expected to disparage or impair the business and/orreputation of any member of the Company Group. 

 

8.2 TheEmployee and the Company agree that if, in any proceeding, the court or authority shall refuse to enforce the covenants herein set forth because such covenants cover too extensive a geographic area or too long a period of time, any such covenantshall be deemed appropriately amended and modified in keeping with the intention of the parties to the maximum extent permitted by law. 

 

8.3 The Employee expressly acknowledges and agrees that the covenants and agreements set forth in this Section 8 are reasonable in all respects, andnecessary in order to protect, maintain and preserve the value and goodwill of the Company Group, as well as the proprietary and other legitimate business interests of the members of the Company Group. The Employee acknowledges and agrees that thecovenants and agreements of the Employee set forth in this Section 8 constitute a significant part of the consideration given by the Employee to the Company in exchange for the salary and benefits provided for in this Agreement, and are a materialreason for such payment. 

 

9. Intellectual Property.

 

9.1 Any and all intellectual property, inventions or softwaremade, developed or created by the Employee (a) during the Term of this Agreement or (b) within a period of one (1) year after the termination of the Employee’s employment with the Company, which reasonably relate to services rendered by theEmployee to the Company during the Term of the Employee’s employment by the Company (each, an “Invention”) , whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction with others, and whetherduring regular working hours or otherwise, shall be promptly and fully disclosed by the Employee to the CEO and/or the Board of Directors of the Company and shall be the Company’s exclusive property as against the Employee, and the Employeeshall promptly deliver to the CEO and/or the Board of Directors all papers, drawings, models, data and other material relating to any Invention made, developed or created by the Employee as aforesaid. 

 

9.2 The Employee hereby expressly acknowledges and agrees that any Inventiondeveloped or created by the Employee during the Term of this Agreement which reasonably relates to services rendered by the Employee to the Company during the Employee’s employment by the Company shall be considered “works made forhire” within the meaning of the Copyright Act of 1976, as amended (17 U.S.C. § 101). Each such Invention as well as all copies of such Invention in whatever medium fixed or embodied, shall be owned exclusively by the Company as of the dateof creation. 

 

9.3 The Employee shall, upon the Company’srequest and without any payment therefor, execute any documents necessary or advisable in the opinion of the Company’s counsel to direct issuance of patents or copyrights of the Company with respect to 

 

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such Invention as are to be in the Company’s exclusive property as against the Employee under this Section 9 or tovest in the Company title to such inventions as against the Employee, the expense of securing any such patent or copyright, to be borne by the Company. In addition, the Employee agrees not to file any patent, copyright or trademark applicationsrelated to such Invention. 

 

10. Equitable Relief. In theevent of a breach or threatened breach by the Employee of any of the provisions of Sections 7, 8, or 9 of this Agreement, the Employee hereby consents and agrees that the Company shall be entitled to pre-judgment injunctive relief or similarequitable relief restraining the Employee from committing or continuing any such breach or threatened breach or granting specific performance of any act required to be performed by the Employee under any of such provisions, without the necessity ofshowing any actual damage or that money damages would not afford an adequate remedy and without the necessity of posting a bond or other security. The parties hereto hereby consent to the jurisdiction of the federal courts located in the SouthernDistrict of Florida and the state courts located in such District for any proceedings under this Section 10. Nothing herein shall be constructed as prohibiting the Company from pursuing any other remedies at law or in equity which it may have.

 

11. Successors and Assigns. 

 

11.1 Assignment by the Company. The Company may assign this Agreementto any member of the Company Group or successor to the Company, and the Employee hereby consents to such assignment. 

 

11.2 Assignment by the Employee. The Employee may not assign this Agreement or any part hereof. 

 

12. Governing Law. This Agreement shall be deemed a contract madeunder, and for all purposes shall be construed in accordance with, the laws of the State of Florida applicable to contracts to be performed entirely within such State. 

 

13. Entire Agreement. This Agreement contains all the understandings and representations between the parties heretopertaining to the subject matter hereof and, subject to the provisions of Section 18, below, supersedes, in their entirety, all undertakings and agreements, whether oral or in writing, if there be any, previously entered into by them withrespect to employment, severance, and any and all other matters set forth or reasonably contemplated herein. 

 

14. Modification and Amendment; Waiver. The provisions of the Agreement may be modified, amended or waived, but only upon the written consent ofthe party against whom enforcement of such modification, amendment or waiver shall be effective only to the extent set forth in such writing. No delay or failure on the part of any party hereto in exercising any right, power or remedy hereundershall effect or operate as a waiver thereof, nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such right, power, or remedy preclude any further exercise thereof or of any other right, power orremedy. 

 

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15. Notices. Any notices, demands or other communication given in connection herewith shall be inwriting and be deemed given (i) when personally delivered, (ii) sent by facsimile transmission to a number provided in writing by the addressee and a confirmation of the transmission is received by the sender or (iii) three (3) days after beingdeposited for delivery with a recognized overnight courier, such as FedEx, with directions to deliver within three (3) days, and addressed or sent, as the case may be, to the address or facsimile number set forth below or to such other address orfacsimile number as such party may designate in accordance herewith: 

 

      When the Company is the intended recipient: 

 

Access Worldwide Communications, Inc.

Attention: President and Chief Executive Officer

4950 Communications Avenue
  
Suite 300
  
Boca Raton, Florida 33431
  
Facsimile No.:
  
 

      When the Employee is the intended recipient: 

 

Richard Lyew
  
 
  
 
  
Facsimile:
  
 

16.Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shallcontinue to be binding upon the parties hereto with any such modification to become a part hereof and treated as though originally set forth in this Agreement. The parties further agree that any such court is expressly authorized to modify any suchunenforceable provision of this Agreement in lieu of severing such unenforceable provision this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language tothis Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Agreement as somodified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality orunenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been set forthherein. 

 

17. Survivorship. The respective rights andobligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. 

 

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**18. Effectiveness. This Agreement has been executed prior to the date of commencement of theEmployee’s employment hereunder, but during the Employee’s employment by the Company under a separate agreement and/or separate terms (“Existing Agreement”). The Existing Agreement remains in effect in accordance with its terms,and shall govern the relationship of and between the parties through and until the close of business on December 31, 2003. The terms of Sections 1 through 17 of this Agreement shall not become effective until January 1, 2004. Furthermore, should theEmployee cease to be employed by the Company at any time prior to the close of business on December 31, 2003, then this Agreement shall be deemed to be null and void, ab initio.**

 

EXECUTED AS OF THE DATE FIRST ABOVE WRITTEN: 

 

For the Company
 
For the Employee

By:
 
 
 By: 
 
      
Richard Lyew

Title:
 
 
    
 

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