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Exhibit 10.56  


 
 

TRADEMARK COLLATERAL ASSIGNMENT
  AND SECURITY AGREEMENT    
    



        THIS AGREEMENT ("Agreement"), dated January 26, 2004, is by and between AEGIS COMMUNICATIONS GROUP, INC., a corporation with its chief executive
office at 7880 Bent Branch Drive, Suite 150, Irving, Texas 75063 ("Parent"), and each of Parent's subsidiaries identified on the signature pages hereof (such subsidiaries, together with Parent,
hereinafter referred to individually as a "Debtor" and individually and collectively, jointly and severally, as "Debtors") and WELLS FARGO FOOTHILL, INC., a California corporation, as the
arranger and administrative agent for the Lenders (as defined below), having an office at One Boston Place, 18th Floor, Boston, Massachusetts 02108 (in such capacity, "Secured Party"). 


W
I T N E S S E T H: 


        WHEREAS,
each Debtor has adopted, used and is using, and is the owner of the entire right, title, and interest in and to the trademarks, trade names, terms, designs and applications
therefor described below its name in Schedule A hereto and made a part hereof; and 


        WHEREAS,
Secured Party, Lenders (as defined below) and Debtors have entered or are about to enter into financing arrangements pursuant to which Lenders may make loans and advances and
provide other financial accommodations to Debtors as set forth in the Loan and Security Agreement, dated on or about the date hereof, by and by and among Secured Party, the financial institutions from
time to time party thereto as lenders ("Lenders") and Debtors (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the "Loan
Agreement") and other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto, including, but not limited to, this
Agreement (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being
collectively referred to herein as the "Loan Documents"); and 


        WHEREAS,
in order to induce Lenders and Secured Party to enter into the Loan Agreement and the other Loan Documents and to make loans and advances and provide other financial
accommodations to Debtors pursuant thereto, Debtors have agreed to grant to Secured Party certain collateral security as set forth herein; 


        NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Debtor hereby agrees as
follows: 


        1.    GRANT OF SECURITY INTEREST    



        As
collateral security for the prompt performance, observance and indefeasible payment in full of all of the Obligations (as hereinafter defined), each Debtor hereby grants to Secured
Party a continuing security interest in and a general lien upon, and a conditional assignment of, the following (being collectively referred to herein as the "Collateral"): (a) all of such
Debtor's now existing or hereafter acquired right, title, and interest in and to: (i) all of such Debtor's trademarks, trade names, trade styles and service marks and all applications,
registrations and recordings relating to the foregoing as may at any time be filed in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State
thereof, any political subdivision thereof or in any other country to the extent permitted under applicable law, including, without limitation, the trademarks, terms, designs and applications
described below such Debtor's name in Schedule A hereto, together with all rights and privileges arising under applicable law with respect to
such Debtor's use of any trademarks, trade names, trade styles and service marks, and all reissues, extensions, continuations and renewals thereof (all of the foregoing being collectively referred to
herein as the "Trademarks"); and (ii) all prints and labels on which such trademarks, trade names, tradestyles and service marks appear, have 





 



appeared
or will appear, and all designs and general intangibles of a like nature; (b) the goodwill of the business symbolized by each of the Trademarks, including, without limitation, all
customer lists and other records relating to the distribution of products or services bearing the Trademarks; (c) all income, fees, royalties and other payments at any time due or payable with
respect thereto, including, without limitation, payments under all licenses at any time entered into in connection therewith; (d) the right to sue for past, present and future infringements
thereof; (e) all rights corresponding thereto throughout the world; and (f) any and all other proceeds of any of the foregoing, including, without limitation, damages and payments or
claims by such Debtor against third parties for past or future infringement of the Trademarks. 


        2.    OBLIGATIONS SECURED    


        The
security interest, lien and other interests granted to Secured Party pursuant to this Agreement shall secure the prompt performance, observance and payment in full of any and all
obligations, liabilities and indebtedness of every kind, nature and description owing by Debtors to Lenders and Secured Party and/or their affiliates, including principal, interest, charges, fees,
costs and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, arising under this Agreement, the Loan Agreement, or any of the other Loan Documents or the "Bank
Product Agreements" (as defined in the Loan Agreement), whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Loan Agreement or
after the commencement of any case with respect to any Debtor under the United States Bankruptcy Code or any similar statute (including, without limitation, the payment of interest and other amounts
which would accrue and become due but for the commencement of such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or
unliquidated, secured or unsecured, and however acquired by Lenders or Secured Party (all of the foregoing being collectively referred to herein as the "Obligations"). 



        3.    REPRESENTATIONS, WARRANTIES AND COVENANTS    


        Each
Debtor hereby represents, warrants and covenants with and to Secured Party the following (all of such representations, warranties and covenants being continuing so long as any of
the Obligations are outstanding): 



        (a)   Such
Debtor shall pay and perform all of the Obligations according to their terms. 


        (b)   All
of the existing Collateral is valid and subsisting in full force and effect, and, except as otherwise described in  Schedule Chereto, such Debtor owns the sole, full and clear title thereto, and the
right and power to grant the security interest and conditional
assignment granted hereunder. Debtors shall, at Debtors' joint and several expense, perform all acts and execute all documents necessary to maintain the existence of the Collateral consisting of
registered Trademarks as registered trademarks and to maintain the existence of all of the Collateral as valid and subsisting, including, without limitation, the filing of any renewal affidavits and
applications, except as expressly otherwise permitted under Section 3(i). The Collateral is not subject to any liens, claims, mortgages, assignments, licenses, security interests or
encumbrances of any nature whatsoever, except: (i) the security interests granted hereunder and pursuant to the Loan Agreement, (ii) the security interests permitted under the Loan
Agreement, and (iii) the licenses permitted under Section 3(e) below. 


        (c)   Debtors
shall not assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or
non-exclusive license relating to the Collateral, or otherwise dispose of any of the Collateral, in each case without the prior written consent of Secured Party, except as otherwise
permitted herein (including under Section 3(i)) or in the Loan Agreement. Nothing in this Agreement shall be deemed a consent by Secured Party to any such action, except as such action is
expressly permitted hereunder. 



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        (d)   Debtors
shall, at Debtors' joint and several expense, promptly perform all acts and execute all documents requested at any time by Secured Party to evidence, perfect,
maintain, record or enforce the security interest in and conditional assignment of the Collateral granted hereunder or to otherwise further the provisions of this Agreement. Debtors hereby authorize
Secured Party to execute and file one or more financing statements (or similar documents) with respect to the Collateral, signed only by Secured Party or as otherwise determined by Secured Party.
Debtors further authorize Secured Party to have this Agreement or any other similar security agreement filed with the Commissioner of Patents and Trademarks or any other appropriate federal, state or
government office. 


        (e)   As
of the date hereof, Debtors do not have any Trademarks registered, or subject to pending applications, in the United States Patent and Trademark Office or any similar
office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, other than those described below in  Schedule A hereto and have not granted any
licenses with respect thereto other than as set forth in  Schedule B hereto.
 


        (f)    Each
Debtor shall, concurrently with the execution and delivery of this Agreement, execute and deliver to Secured Party five (5) originals of a Special Power of
Attorney in the form of Exhibit I annexed hereto, with appropriate insertions, for the implementation of the assignment, sale or other disposition of the Collateral pursuant to Secured Party's
exercise of the rights and remedies granted to Secured Party hereunder. 


        (g)   Secured
Party may, in its discretion, pay any amount or do any act which any Debtor fails to pay or do as required hereunder or as requested by Secured Party to
preserve, defend, protect, maintain, record or enforce the Obligations, the Collateral, or the security interest and conditional assignment granted hereunder, including, but not limited to, all filing
or recording fees, court costs, collection charges, reasonable attorneys' fees and legal expenses. Debtors shall be liable to Secured Party jointly and severally for any such payment, which payment
shall be deemed an advance by Secured Party to Debtors, shall be payable on demand together with interest at the rate then applicable to the Obligations set forth in the Loan Agreement and shall be
part of the Obligations secured hereby. 


        (h)   Debtors
shall not file any application for the registration of a Trademark with the United States Patent and Trademark Office or any similar office or agency in the
United States or in any other
country, unless Debtor has given Secured Party twenty (20) days prior written notice of such action. If, after the date hereof, any Debtor shall (i) obtain any registered trademark or
trade name, or apply for any such registration in the United States Patent and Trademark Office or in any similar office or agency in the United States, any State thereof, any political subdivision
thereof or in any other country, or (ii) become the owner of any trademark registrations or applications for trademark registration used in the United States or any State thereof, political
subdivision thereof or in any other country, the provisions of Section 1 hereof shall automatically apply thereto. Upon the request of Secured Party, the appropriate Debtor shall promptly
execute and deliver to Secured Party any and all assignments, agreements, instruments, documents and such other papers as may be requested by Secured Party to evidence the security interest in and
conditional assignment of such Trademark in favor of Secured Party. 


        (i)    Debtors
have not abandoned any of the Trademarks and Debtors will not do any act, nor omit to do any act, whereby the Trademarks may become abandoned, invalidated,
unenforceable, avoided, or avoidable. Debtors shall notify Secured Party immediately if any Debtor knows or has reason to know of any reason why any application, registration, or recording with
respect to the Trademarks may become abandoned, canceled, invalidated, avoided, or avoidable, except that, upon advance written notice to Secured Party,
Debtors may abandon any Trademark so long as (i) such Trademark is no longer used or useful in the business of any Debtor or any affiliate, and is not 



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affixed
to or used in connection with the manufacture, sale, distribution or use of any inventory or other assets of any Debtor, (ii) such Trademark shall not have been used by any Debtor for a
period of three (3) months or more from the date of such written notice to Secured Party and (iii) any such Trademark shall not otherwise be material to the business of any Debtor or any
of its affiliates in any respect and shall have little or no value. Debtors shall notify Secured Party immediately if any Debtor knows or has reason to know of any reason why any application,
registration, or recording with respect to the Trademarks may become abandoned, canceled, invalidated, avoided, or avoidable. 


        (j)    Debtors
shall render any assistance, as Secured Party shall determine is necessary, to Secured Party in any proceeding before the United States Patent and Trademark
Office, any federal or state court, or any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, to maintain such application and
registration of the Trademarks as a Debtor's exclusive property and to protect Secured Party's interest therein, including, without limitation, filing of renewals, affidavits of use, affidavits of
incontestability and opposition, interference, and cancellation proceedings, except to the extent that Debtors have acted in accordance with Section 3(i). 


        (k)   No
material infringement or unauthorized use presently is being made of any of the Trademarks that would adversely affect in any material respect the fair market value
of the Collateral or the benefits of this Agreement granted to Secured Party, including, without limitation, the validity, priority or perfection of the security interest granted herein or the
remedies of Secured Party hereunder. Debtors shall promptly notify Secured Party if any Debtor (or any affiliate or subsidiary thereof) learns of any use by any person of any term or design which
infringes on any Trademark or is likely to cause confusion with any Trademark. If requested by Secured Party, Debtors (or the applicable individual Debtor, as appropriate), at Debtors' joint and
several expense, shall join with Secured Party in such
action as Secured Party, in Secured Party's discretion, may deem advisable for the protection of Secured Party's interest in and to the Trademarks. 


        (l)    Debtors
assume all responsibility and liability arising from the use of the Trademarks and Debtors, jointly and severally, hereby indemnify and hold Secured Party
harmless from and against any claim, suit, loss, damage, or expense (including reasonable attorneys' fees and legal expenses) arising out of any alleged defect in any product manufactured, promoted,
or sold by any Debtor (or any affiliate or subsidiary thereof) in connection with any Trademark or out of the manufacture, promotion, labeling, sale or advertisement of any such product by any Debtor
(or any affiliate or subsidiary thereof). The foregoing indemnity shall survive the payment of the Obligations, the termination of this Agreement and the termination or non-renewal of the
Loan Agreement. 


        (m)  Debtors
shall promptly pay Secured Party for any and all expenditures made by Secured Party pursuant to the provisions of this Agreement or for the defense, protection
or enforcement of the Obligations, the Collateral, or the security interests and conditional assignment granted hereunder, including, but not limited to, all filing or recording fees, court costs,
collection charges, travel expenses, and attorneys' fees and legal expenses. Such expenditures shall be payable on demand, together with interest at the rate then applicable to the Obligations set
forth in the Loan Agreements and shall be part of the Obligations secured hereby. 




        4.    EVENTS OF DEFAULT    


        The
occurrence or existence of any Event of Default under and as defined in the Loan Agreement is referred to herein individually as an "Event of Default," and collectively as "Events of
Default." 


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        5.    RIGHTS AND REMEDIES    


        At
any time an Event of Default exists or has occurred and is continuing, in addition to all other rights and remedies of Secured Party, whether provided under this Agreement, the Loan
Agreement, the other Loan Documents, applicable law or otherwise, Secured Party shall have the following rights and remedies which may be exercised without notice to, or consent by, Debtors except as
such notice or consent is expressly provided for hereunder: 



        (a)   All
Obligations shall become immediately due and payable, without notice or demand, as provided in the Loan Agreement. 


        (b)   Secured
Party may require that neither any Debtor nor any affiliate or subsidiary of any Debtor make any use of the Trademarks or any marks similar thereto for any
purpose whatsoever. Secured Party may make use of any Trademarks for the sale of goods, completion of work-in-process or rendering of services in connection with enforcing any
other security interest granted to Secured Party by Debtors or any subsidiary or affiliate of any Debtor or for such other reason as Secured Party may determine. 


        (c)   Secured
Party may grant such license or licenses relating to the Collateral for such term or terms, on such conditions, and in such manner, as Secured Party shall in its
discretion deem appropriate. Such license or licenses may be general, special or otherwise, and may be granted on an exclusive or non-exclusive basis throughout all or any part of the
United States of America, its territories and possessions, and all foreign countries. 


        (d)   Secured
Party may assign, sell or otherwise dispose of the Collateral or any part thereof, either with or without special conditions or stipulations,  except that if notice to any Debtor of intended disposition
of Collateral is required by law, the giving of ten (10) Business Days prior written
notice to either Parent or such Debtor of any proposed disposition shall be deemed reasonable notice thereof and Debtors waive any other notice with respect thereto. Secured Party shall have the power
to buy the Collateral or any part thereof, and Secured Party shall also have the power to execute assurances and perform all other acts which Secured Party may, in its discretion, deem appropriate or
proper to complete such assignment, sale, or disposition. In any such event, Debtors shall be liable for any deficiency. 


        (e)   In
addition to the foregoing, in order to implement the assignment, sale, or other disposition of any of the Collateral pursuant to the terms hereof, Secured Party may
at any time execute and deliver on behalf of Debtors or any individual Debtor, as appropriate, pursuant to the authority granted in the Powers of Attorney described in Section 3(f) hereof, one
or more instruments of assignment of the Trademarks (or any application, registration, or recording relating thereto), in form suitable for filing, recording, or registration in connection with the
exercise of the remedies otherwise provided herein. Debtors agree to pay Secured Party on demand all costs incurred in any such transfer of the Collateral, including, but not limited to, any taxes,
fees, and reasonable attorneys' fees and legal expenses. Debtors agree that Secured Party has no obligation to preserve rights to the Trademarks against any other parties. 


        (f)    Secured
Party may first apply the proceeds actually received from any such license, assignment, sale or other disposition of any of the Collateral to the costs and
expenses thereof, including, without limitation, reasonable attorneys' fees and all legal, travel and other expenses actually incurred by Secured Party. Thereafter, Secured Party may apply any
remaining proceeds to the Obligations in the order and manner provided in the Loan Agreement. Debtors shall remain liable to Secured Party for any of the Obligations remaining unpaid after the
application of such proceeds, and Debtors shall pay Secured Party on demand any such unpaid amount, together with interest at the rate then applicable to the Obligations set forth in the Loan
Agreement. 



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        (g)   Each
Debtor shall supply to Secured Party or to Secured Party's designee such Debtor's knowledge and expertise relating to the manufacture and sale of the products and
services bearing the Trademarks and such Debtor's customer lists and other records relating to the Trademarks and the distribution thereof. 


        (h)   Nothing
contained herein shall be construed as requiring Secured Party to take any such action at any time. All of Secured Party's rights and remedies, whether provided
under this Agreement, the other Loan Documents, applicable law, or otherwise, shall be cumulative and none is exclusive. Such rights and remedies may be enforced alternatively, successively, or
concurrently. 




        6.    JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW    



        (a)   The
validity, interpretation and enforcement of this Agreement and the other Loan Documents and any dispute arising out of the relationship between the parties hereto,
whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York (without giving effect to principles of conflicts of law). 


        (b)   Debtors
and Secured Party irrevocably consent and submit to the non-exclusive jurisdiction of the Supreme Court of the State of New York for New York County
and the United States District Court for the Southern District of New York and waive any objection based on venue or forum non conveniens with respect
to any action instituted therein arising under this Agreement or any of the other Loan Documents or in any way connected or related or incidental to the dealings of Debtors and Secured Party in
respect of this Agreement or the other Loan Documents or the transactions related hereto or thereto, in each case whether now existing or thereafter arising, and whether in contract, tort, equity or
otherwise, and agree that any dispute with respect to any such matters shall be heard only in the courts described above (except that Secured Party shall have the right to bring any action or
proceeding against any Debtor or its property in the courts of any other jurisdiction which Secured Party deems necessary or appropriate in order to realize on the Collateral or to otherwise enforce
its rights against a Debtor or its property). 


        (c)   Each
Debtor hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt
requested) directed to its address set forth herein and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at
Secured Party's option, by service upon such Debtor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, such Debtor shall appear in
answer to such process, failing which such Debtor shall be deemed in default and judgment may be entered by Secured Party against such Debtor for the amount of the claim and other relief requested. 


        (d)   EACH
DEBTOR AND SECURED PARTY EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF ANY DEBTOR AND SECURED PARTY IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH DEBTOR AND SECURED PARTY EACH
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT SUCH DEBTOR OR SECURED PARTY MAY FILE AN ORIGINAL COUNTERPART
OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF 



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SUCH
DEBTOR AND SECURED PARTY TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 


        (e)   Secured
Party shall not have any liability to Debtors (whether in tort, contract, equity or otherwise) for losses suffered by Debtors or any individual Debtor in
connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement, or any act, omission or event occurring in connection herewith, unless it is
determined by a final and non-appealable judgment or court order binding on Secured Party that the losses were the result of acts or omissions constituting gross negligence or willful
misconduct. In any such litigation, Secured Party shall be entitled to the benefit of the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance
by it of the terms of this Agreement and the other Loan Documents. 




        7.    MISCELLANEOUS    



        (a)   All
notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing and otherwise as provided in Section 12 of the Loan
Agreement. 


        (b)   All
references to the plural herein shall also mean the singular and to the singular shall also mean the plural. All references to a Debtor, Lender and Secured Party
pursuant to the definitions set forth in the recitals hereto, or to any other person herein, shall include their respective successors and assigns. The words "hereof," "herein," "hereunder," "this
Agreement" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not any particular provision of this Agreement and as this Agreement now exists or may
hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. For purposes of this Agreement, an Event of Default shall exist or continue or be continuing until such Event of
Default is waived or otherwise cured in accordance with Section 7(e) hereof. All references to the term "Person" or "person" herein shall mean any individual, sole proprietorship, partnership,
corporation (including, without limitation, any corporation which elects subchapter S status under the Internal Revenue Code of 1986, as amended), limited liability company, limited liability
partnership, business trust, unincorporated association, joint stock company, trust, joint venture or other entity or any government or any agency or instrumentality or political subdivision thereof. 



        (c)   This
Agreement, the other Loan Documents and any other document referred to herein or therein shall be binding upon Debtors and their successors and assigns and inure to
the benefit of and be enforceable by Lenders, Secured Party and their successors and assigns. 


        (d)   If
any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate this Agreement as a whole, but this
Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable and the rights and obligations of the parties shall be construed and enforced
only to such extent as shall be permitted by applicable law. 


        (e)   Neither
this Agreement nor any provision hereof shall be amended, modified, waived or discharged orally or by course of conduct, but only by a written agreement signed
by an authorized officer of Secured Party. Secured Party shall not, by any act, delay, omission or otherwise be deemed to have expressly or impliedly waived any of its rights, powers and/or remedies
unless such waiver shall be in writing and signed by an authorized officer of Secured Party. Any such waiver shall be enforceable only to the extent specifically set forth therein. A waiver by Secured
Party of any right, power and/or remedy on any one occasion shall not be construed as a bar to or waiver of any such right, power and/or remedy which Secured Party would otherwise have on any future
occasion, whether similar in kind or otherwise. 




        [SIGNATURES
ON FOLLOWING PAGE] 


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        IN WITNESS WHEREOF, Debtors and Secured Party have executed this Agreement as of the day and year first above written. 



	 	 	AEGIS COMMUNICATIONS GROUP, INC., a Delaware Corporation, as Parent and a Borrower
	

 	
 	

By:	

/s/  HERMAN M. SCHWARZ      

	 	 	Title:	President and Chief Executive Officer
	

 	
 	
ADVANCED TELEMARKETING CORPORATION, a Nevada corporation, as a Borrower
	

 	
 	

By:	

/s/  HERMAN M. SCHWARZ      

	 	 	Title:	President and Chief Executive Officer
	

 	
 	
IQI, INC., a New York corporation, as a Borrower
	

 	
 	

By:	

/s/  HERMAN M. SCHWARZ      

	 	 	Title:	President and Chief Executive Officer
	

 	
 	
LEXI INTERNATIONAL, inc., a California corporation, as a Borrower
	

 	
 	

By:	

/s/  HERMAN M. SCHWARZ      

	 	 	Title:	President and Chief Executive Officer
	

 	
 	
INTERSERV SERVICES CORPORATION, a Delaware corporation, as a Borrower
	

 	
 	

By:	

/s/  GENE SPEYER      

	 	 	Title:	President
	

 	
 	
WELLS FARGO FOOTHILL, INC.,

as Agent
	

 	
 	
By:	

/s/  STEPHEN CARLL      

	 	 	Title:	Vice President




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	STATE OF GEORGIA	 	)	 	 
	 	 	) ss.:	 	 
	COUNTY OF FULTON	 	)	 	 





        On
this    day of January, 2004, before me personally came Herman M. Schwarz, to me known, who being duly sworn, did depose and say, that he is the President and Chief
Executive Officer of AEGIS COMMUNICATIONS GROUP, INC., the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation. 



	 	 	 	 	/s/  KAREEM MADDISON      
 Notary Public
	

STATE OF GEORGIA	
 	

)	
 	

 
	 	 	) ss.:	 	 
	COUNTY OF FULTON	 	)	 	 





        On
this    day of January, 2004, before me personally came Herman M. Schwarz, to me known, who being duly sworn, did depose and say, that he is the President and Chief
Executive Officer of ADVANCED TELEMARKETING CORPORATION, the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation. 



	 	 	 	 	/s/  KAREEM MADDISON      
 Notary Public
	

STATE OF GEORGIA	
 	

)	
 	

 
	 	 	) ss.:	 	 
	COUNTY OF FULTON	 	)	 	 





        On
this    day of January, 2004, before me personally came Herman M. Schwarz, to me known, who being duly sworn, did depose and say, that he is the President and Chief
Executive Officer of IQI, INC., the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said
corporation. 



	 	 	 	 	/s/  KAREEM MADDISON      
 Notary Public
	

STATE OF GEORGIA	
 	

)	
 	

 
	 	 	) ss.:	 	 
	COUNTY OF FULTON	 	)	 	 





        On
this    day of January, 2004, before me personally came Herman M. Schwarz, to me known, who being duly sworn, did depose and say, that he is the President and Chief
Executive Officer of 


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LEXI
INTERNATIONAL, INC., the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said corporation. 



	 	 	 	 	/s/  KAREEM MADDISON      
 Notary Public
	

STATE OF TEXAS	
 	

)	
 	

 
	 	 	) ss.:	 	 
	COUNTY OF DALLAS	 	)	 	 





        On
this    day of January, 2004, before me personally came Euguene G. Speyer, to me known, who being duly sworn, did depose and say, that he is the President of INTERSERV
SERVICES CORPORATION, the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said corporation. 



	 	 	 	 	/s/  MARY L. HARADER      
 Notary Public





	

STATE OF MASSACHUSSETTS	
 	

)	
 	

 
	 	 	) ss.:	 	 
	COUNTY OF SUFFOLK	 	)	 	 





        On
this 22nd day of January, 2004, before me personally came Stephen Carll, to me known, who being duly sworn, did depose and say, that he is the Vice President of WELLS FARGO
FOOTHILL, INC., the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said corporation. 



	 	 	 	 	/s/  TRACY L. CARBONE      
 Notary Public




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TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT