AMENDMENT TO SUBORDINATED
THIS AMENDMENT (this "Amendment"), dated as of April 13, 2000, is by and between A M Medica
Communications, Ltd. (the "Debtor") and Ann M. Holmes (the "Secured Party").
WHEREAS, the Debtor and the Secured Party have entered into that certain Subordinated Security Agreement
dated as of October 24, 1998 (the "Security Agreement");
WHEREAS, the parties hereto desire to amend the Security Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each of the Debtor and the Secured Party, the Security Agreement is hereby amended as
Definitions. Unless otherwise defined herein, capitalized terms used in this Amendment have the meanings
provided in the Security Agreement.
1. Amendment to Section 6. A new subsection (c) is hereby added to Section 6 of the Security Agreement and
shall read as follows:
(c) Notwithstanding anything contained in this Section 6 or any other provision of this Agreement, the Secured
Party shall not exercise any of her rights or remedies with respect to the Collateral prior to the payment in full of
the Superior Indebtedness by Access Worldwide Communications, Inc., formerly known as
CulturalAccessWorldwide, Inc. No amendment shall be made to this Section 6(c) without prior written consent
of Bank of America, N.A., formerly known as NationsBank, N.A., as agent with respect to the Superior
1. Condition Precedent. The execution of this Amendment is a condition precedent to the effectiveness of that
certain Amendment Agreement and Waiver to be executed among Access Worldwide Communications, Inc. (the
"Borrower"), certain subsidiaries of the Borrower,
including the Debtor, Bank of America, N.A. as agent and the lenders party to that certain Credit Agreement
among the foregoing, dated as of March 12, 1999.
2. Representations and Warranties of