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Exhibit 10.51  


EXECUTION COPY


 
 

TRADEMARK COLLATERAL ASSIGNMENT
  AND SECURITY AGREEMENT    
    


        THIS AGREEMENT ("Agreement"), dated as of 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 WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
Collateral Trustee for the Noteholders (as defined below), having an office at 1100 North Market Street, Rodney Square North, Wilmington, DE 19896 (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,
Parent has issued (a) the Secured Promissory Note dated as of November 5, 2003 made by Parent in the amount of $14,087,352.00 (the "Original DB Note") to the order
of Deutsche Bank AG London, acting through DB Advisors, LLC ("DB"), as amended and restated in its entirety by the Amended and Restated Secured Promissory Note dated January 28, 2004 made by
Parent in the amount of $10,087,352.00 to the order of DB (the "DB Note") and (b) the Secured Promissory Note dated as of November 5, 2003 in the amount of $14,143,815.00 (the "Original
Essar Note" and together with the Original DB Note, the "Original Notes") to the order of Essar Global Limited ("Essar" and together with DB, the "Administrative Agents" and together with their
respective successors and assigns under the Notes referred to below, the "Noteholders"), as amended and restated in its entirety by the Amended and Restated Secured Promissory Note dated
January 28, 2004 (the "Essar Note" and, together with the DB Note, the "Notes"), made by Parent in the amount of $10,143,815.00 to the order
of Essar. Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Notes; and 


        WHEREAS,
in accordance with the terms of the Original Notes and in order to induce Noteholders to accept the Notes in replacement for the Original Notes, 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 (provided, that no security interest shall be granted in United States
intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the 





 



validity
or enforceability of such intent-to-use trademark applications under applicable federal law), together with all rights and privileges arising under applicable law with
respect to Debtor's use of any trademarks, trade names, trade styles and service marks, and all reissues, extensions, continuation 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 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 Noteholders 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 Notes, or any of the other Loan Documents, whether now existing
or hereafter arising, whether arising before, during or after the initial or any renewal term of the Notes or after the commencement of any case with respect to 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 Noteholders 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 C hereto, 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 Notes, (ii) the security interests permitted under the Notes, 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 



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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 Notes. Nothing in this Agreement shall be deemed a consent by Secured Party to any such action, except as such action is expressly permitted hereunder. 



        (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. Notwithstanding any other provision of this Agreement, it shall be the responsibility and obligation of the Debtors to execute all documents and to make any filings and perform any
other actions necessary to evidence, perfect, maintain, record and enforce the security interest in the Collateral granted pursuant to this Agreement. 


        (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 Notes 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, 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. 



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        (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 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
Notes. 


        (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 Notes and shall be part of the Obligations secured hereby. 



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        4.     EVENTS OF DEFAULT


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


        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 Notes,
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 Notes. 


        (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 Notes Debtors shall remain liable to 



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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 Notes. 


        (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 Debtor 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 



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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
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 the Notes. 


        (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, Noteholder 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 Noteholders, 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 



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of
any such right, power and/or remedy which Secured Party would otherwise have on any future occasion, whether similar in kind or otherwise. 




        8.     AGENCY FOR PROTECTION


        Collateral
Trustee hereby appoints Wells Fargo Foothill ("WFF") and each Noteholder as its agent (and each Administrative Agent hereby accepts such appointment) for the purpose of
perfecting the Collateral Trustee's Liens in assets which, in accordance with Article 9 of the Code can be perfected only by possession or control. It is understood that WFF will hold any such
assets on which the Collateral Trustee's Liens exist until Discharge of Senior Lender Claims (as defined in the Intercreditor and Subordination Agreement dated as of the date hereof to which the
Collateral Trustee is a party). Should any Noteholder obtain possession or control of any such Collateral, such Noteholder shall notify Collateral Trustee thereof, and, promptly upon Collateral
Trustee's request therefor shall deliver possession or control of such Collateral to WFF or, upon Discharge of Senior Lender Claims, Collateral Trustee or in accordance with Collateral Trustee's
instructions. 


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



	 	 	AEGIS COMMUNICATIONS GROUP, INC., a Delaware Corporation
	

 	
 	

By:	
 	

/s/  HERMAN M. SCHWARZ      

	 	 	Title:	 	President and Chief Executive Officer
	

 	
 	
ADVANCED TELEMARKETING CORPORATION, a Nevada corporation
	

 	
 	

By:	
 	

/s/  HERMAN M. SCHWARZ      

	 	 	Title:	 	President and Chief Executive Officer
	

 	
 	
IQI, INC., a New York corporation
	

 	
 	

By:	
 	

/s/  HERMAN M. SCHWARZ      

	 	 	Title:	 	President and Chief Executive Officer
	

 	
 	
LEXI INTERNATIONAL, INC., a California corporation
	

 	
 	

By:	
 	

/s/  HERMAN M. SCHWARZ      

	 	 	Title:	 	President and Chief Executive Officer
	

 	
 	
INTERSERV SERVICES CORPORATION, a Delaware corporation
	

 	
 	

By:	
 	

/s/  GENE SPEYER      

	 	 	Title:	 	President
	

 	
 	
WILMINGTON TRUST COMPANY,

as Collateral Trustee
	

 	
 	

By:	
 	

/s/  JAMES J. MCGINLEY      

	 	 	Title:	 	Authorized Signatory




9





 


	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




10





 


	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 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 Eugene 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




11





 


	STATE OF NEW YORK	 	)	 	 
	 	 	)	 	ss.:
	COUNTY OF NEW YORK	 	)	 	 





        On
this 23rd day of January, 2004, before me personally came James J. McGinley, to me known, who being duly sworn, did depose and say, that he is the Authorized Signatory of WILMINGTON
TRUST COMPANY, 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/  CHRISTINE DIONNE      
 Notary Public




12





 
 
 

SCHEDULE A
  TO
  TRADEMARK COLLATERAL ASSIGNMENT
  AND SECURITY AGREEMENT    
    


LIST OF TRADEMARKS AND TRADEMARK APPLICATIONS


	A.
	AEGIS
COMMUNICATIONS GROUP, INC. 






	Trademark
 
	 	Registration

Number
	 	Registration

Date
	 	Expiration

Date

	  	 	 	 	 	 	 
	  	 	 	 	 	 	 
	  	 	 	 	 	 	 





         

  



	Trademark

Application
	 	Application/Serial

Number
	 	Application

Date

	  	 	 	 	 
	  	 	 	 	 
	  	 	 	 	 




	B.
	ADVANCED
TELEMARKETING CORPORATION 






	Trademark
 
	 	Registration

Number
	 	Registration

Date
	 	Expiration

Date

	ATC	 	1461348	 	October 13, 1987	 	 
	  	 	 	 	 	 	 
	  	 	 	 	 	 	 





         

  



	Trademark

Application
	 	Application/Serial

Number
	 	Application

Date

	  	 	 	 	 
	  	 	 	 	 
	  	 	 	 	 




13





 
	C.
	INTERSERV
SERVICES CORPORATION 






	Trademark
 
	 	Registration

Number
	 	Registration

Date
	 	Expiration

Date

	InterServ	 	1926943	 	October 17, 1995	 	 
	IS	 	1929003	 	October 24, 1995	 	 
	Comwatch	 	2178180	 	August 4, 1998	 	 





         

  



	Trademark

Application
	 	Application/Serial

Number
	 	Application

Date

	  	 	 	 	 
	  	 	 	 	 
	  	 	 	 	 




14





 
 
 

SCHEDULE B
  TO
  TRADEMARK COLLATERAL ASSIGNMENT
  AND SECURITY AGREEMENT    
    


LIST OF LICENSES


	A.
	AEGIS COMMUNICATIONS GROUP, INC.: 



         

  


	B.
	[SUBSIDIARY DEBTOR]: 



         

  


	C.
	[SUBSIDIARY DEBTOR]: 



        

  


15





 
 
 

SCHEDULE C
  TO
  TRADEMARK COLLATERAL ASSIGNMENT
  AND SECURITY AGREEMENT    
    


EXISTING LIENS


        NONE


16





 
 
 

EXHIBIT I
  TO
  TRADEMARK COLLATERAL ASSIGNMENT
  AND SECURITY AGREEMENT    
    


SPECIAL POWER OF ATTORNEY



	STATE OF	 	)	 	 
	 	 	)	 	ss.:
	COUNTY OF	 	)	 	 





        KNOW
ALL MEN BY THESE PRESENTS, that [DEBTOR] ("Debtor"), having an office at                        , hereby appoints and constitutes,
severally, WILMINGTON TRUST
COMPANY, as Collateral Trustee ("Secured Party"), and each of its officers, its true and lawful attorney, with full power of substitution and with full power and authority to perform the following
acts on behalf of Debtor: 


        1.     Execution
and delivery of any and all agreements, documents, instrument of assignment, or other papers which Secured Party, in its discretion, deems necessary or
advisable for the purpose of assigning, selling, or otherwise disposing of all right, title, and interest of Debtor in and to any trademarks and all registrations, recordings, reissues, extensions,
and renewals thereof, or for the purpose of recording, registering and filing of, or accomplishing any other formality with respect to the foregoing. 


        2.     Execution
and delivery of any and all documents, statements, certificates or other papers which Secured Party, in its discretion, deems necessary or advisable to further
the purposes described in Subparagraph 1 hereof. 


        This
Power of Attorney is made pursuant to a Trademark Collateral Assignment and Security Agreement, dated of even date herewith, between Debtor and Secured Party (the "Security
Agreement") and is subject to the terms and provisions thereof. This Power of Attorney, being coupled with an interest, is irrevocable until all "Obligations", as such term is defined in the Security
Agreement, are paid in full and the Security Agreement is terminated in writing by Secured Party. 


Dated:
December            , 2003 



	 	 	[DEBTOR]
	

 	
 	

By:	
 	

  

	

 	
 	

Title:	
 	

  





17





 


	STATE OF	 	)	 	 
	 	 	)	 	ss.:
	COUNTY OF	 	)	 	 





        On
this        day of January 2004, before me personally came                        ,
to me known, who being duly sworn, did depose and say, that he is the                        of
[DEBTOR], 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. 



	 	 	  
 Notary Public




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TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT

SCHEDULE A TO TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT

SCHEDULE B TO TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT

SCHEDULE C TO TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT

EXHIBIT I TO TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT