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                                                                    EXHIBIT 4.10


                                                               [EXECUTION COPY]



                             SUBORDINATION AGREEMENT

              SUBORDINATION AGREEMENT dated as of March 10, 2000 among:

              (i) TORONTO DOMINION (TEXAS), INC., as agent for the lenders or
         other financial institutions or entities party, as lenders, to the
         Subordinated Credit Agreement referred to below (in such capacity,
         together with its successors in such capacity, the "Subordinated
         Agent");

              (ii) CLIENTLOGIC CORPORATION, a corporation duly organized and
         validly existing under the laws of the State of Delaware (the
         "Company"); each of the Subsidiaries of the Company identified under
         the caption "Subsidiary Guarantors" on the signature pages hereto
         (individually, a "Subsidiary Guarantor" and, collectively, the
         "Subsidiary Guarantors" and the Subsidiary Guarantors collectively with
         the Company, the "Obligors");

              (iii) TORONTO DOMINION (TEXAS), INC., as agent for the lenders or
         other financial institutions or entities party, as lenders, to the
         Right-side Credit Agreement referred to below (in such capacity,
         together with its successors in such capacity, the "Right-side Agent");
         and

              (iv) TORONTO DOMINION (TEXAS), INC., as agent for the lenders or
         other financial institutions or entities party, as lenders, to the
         Left-side Credit Agreement referred to below (in such capacity,
         together with its successors in such capacity, the "Left-side Agent"
         and the Right-side Agent together with the Left-side Agent,
         collectively, the "Senior Agents").

         The Company, certain of its Subsidiaries, certain lenders and the
Right-side Agent are parties to a Credit Agreement dated as of May 25, 1999 (as
modified and supplemented and in effect from time to time, the "Right-side
Credit Agreement"), providing, subject to the terms and conditions thereof, for
extensions of credit (by making of loans and issuing letters of credit) to be
made by said lenders to the Company in an aggregate principal or face amount not
exceeding $40,000,000.

         The Company, certain of its Subsidiaries, Onex ClientLogic Finance LLC
(the "Left-side Lender") and the Left-side Agent are parties to a Credit
Agreement dated as of May 25, 1999 (as modified and supplemented and in effect
from time to time, the "Left-side Credit Agreement" and, together with the
Right-side Credit Agreement, collectively, the "Senior Credit Agreements"),
providing, subject to the terms and conditions thereof, for extensions of credit
(by making of loans) to be made by the Left-side Lender to the Company in an
aggregate principal or face amount not exceeding $60,000,000.





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         The Company, certain of its Subsidiaries, certain lenders and the
Subordinated Agent are parties to a Credit Agreement dated as of March 10, 2000
(as modified and supplemented and in effect from time to time, the "Subordinated
Credit Agreement"), providing, subject to the terms and conditions thereof, for
extensions of credit (by making of loans) to be made by the Subordinated Lenders
to the Company in an aggregate principal or face amount not exceeding
$25,000,000.

         To induce the Right-side Lenders to amend the Right-side Credit
Agreement to permit the Company to enter into said Subordinated Credit
Agreement, and to induce the Left-side Lender to amend the Left-side Credit
Agreement to permit the Company to enter into said Subordinated Credit
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Subordinated Lenders have
agreed to subordinate the Subordinated Debt (as hereinafter defined) to the
Senior Debt (as so defined) all in the manner and to the extent hereinafter
provided. Accordingly, the parties hereto agree as follows:


         Section 1. Definitions. Terms defined in the Right-side Credit
Agreement are used herein as defined therein. In addition, as used herein:

         "Designated Senior Debt" shall mean: (a) initially, the principal of
and interest on the Indebtedness and other obligations of the Obligors under the
Senior Credit Agreements and (b) following the refinancing or repayment in full
of such Indebtedness and other obligations, any other agreement providing for
the issuance or incurrence of any Senior Debt, or pursuant to which any Senior
Debt shall be outstanding, that shall have been designated by the Company in a
notice to the Subordinated Agent as "Designated Senior Debt" for purposes
hereof.

         "Permitted Refinancing" shall mean any extension, renewal, refunding or
refinancing, or any restructuring, or any other modification (collectively, a
"Refinancing") of any Senior Debt at any time outstanding under the Senior
Credit Agreements (but only to the extent that such Refinancing does not exceed
the principal amount of the Senior Debt so extended, renewed, refunded,
refinanced, restructured or modified).

         "Person" shall mean any individual, corporation, company, voluntary
association, limited liability company, partnership, joint venture, trust,
unincorporated organization or government (or any agency, instrumentality or
political subdivision thereof).

         "Reorganization Debt Securities" shall mean, with respect to each
Obligor, debt securities of such Obligor as reorganized or readjusted or debt
securities of such Obligor or any other Person provided for by a plan of
reorganization or readjustment, or debt securities that are subordinated, to at
least the same extent as the Subordinated Debt, to the payment of all Senior
Debt that will be outstanding after giving effect to such plan of reorganization
or readjustment,





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so long as (a) the rate of interest on such debt securities shall not exceed the
effective rate of interest on the Subordinated Debt on the date hereof, (b) such
debt securities shall not be entitled to the benefits of covenants or defaults
materially more beneficial to the holders of such debt securities than those in
effect with respect to the Subordinated Debt on the date hereof (or the Senior
Debt, after giving effect to such plan of reorganization or readjustment) and
(c) such debt securities shall not provide for amortization (including sinking
fund and mandatory prepayment provisions) commencing prior to the date three
months following the final scheduled maturity date of the Senior Debt (as
modified by such plan of reorganization or readjustment).

         "Senior Debt" shall mean, collectively, the following Indebtedness and
obligations of the Obligors:

              (a) all Indebtedness and other obligations of the Obligors under
         the Senior Credit Agreements, including all interest, expenses,
         indemnities and penalties and all commitment and agency fees (but
         excluding other fees) payable from time to time under the Senior Credit
         Agreements, up to but not exceeding an aggregate principal or face
         amount equal to $100,000,000, less (x) in the case of any such
         Indebtedness constituting term loans, the aggregate amount of payments
         or prepayments of principal made in respect thereof and (y) in the case
         of any such Indebtedness constituting revolving credit obligations, the
         aggregate amount of payments or prepayments of principal made in
         respect thereof to the extent made in connection with (or that cause)
         permanent reductions of the revolving credit commitments related to
         such obligations,

              (b) additional Indebtedness or other obligations (which may be
         incurred under the Senior Credit Agreements or under separate
         arrangements) up to but not exceeding an aggregate principal or face
         amount equal to $10,000,000, and

              (c) any Permitted Refinancing.

The term "Senior Debt" shall include any interest accruing after the date of any
filing by any Obligor of any petition in bankruptcy or the commencement of any
bankruptcy, insolvency or similar proceedings with respect to such Obligor,
whether or not such interest is allowable as a claim in any such proceeding.
Notwithstanding the foregoing, "Senior Debt" shall not include any obligations
or other Indebtedness of any Obligor that by its terms is expressly stated not
to be superior in right of payment to the Subordinated Debt.

         "Senior Lenders" shall mean the Senior Agents, the Right-side Lenders
and the Left-side Lender.

         "Significant Event of Default" shall mean any Event of Default under
Section 10(c) of the Right-side Credit Agreement, Section 10(d) of the
Right-side Credit Agreement (arising out of a breach of certain sections of
Section 9 thereof), Section 10(e) of the Right-side Credit Agreement, Section
10(h) of the Right-side Credit Agreement, Section 10(i) of the Right-side





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Credit Agreement, Section 10(j) of the Right-side Credit Agreement, Section
10(k) of the Right-side Credit Agreement or Section 10(l) of the Right-side
Credit Agreement.

         "Subordinated Debt" shall mean the principal of, and interest on, the
loans made, and any other amounts owing, under the Subordinated Debt Documents,
including, without limitation, any amounts owing in respect of a breach of the
representations, warranties or covenants thereunder by any Obligor.

         "Subordinated Debt Documents" shall mean the Subordinated Credit
Agreement and any promissory notes issued thereunder.

         "Subordinated Lenders" shall mean the Subordinated Agent and each
"Lender" party from time to time to the Subordinated Credit Agreement.

         Section 2. Subordination.

         2.01 Subordination of Subordinated Debt. Each Obligor, for itself and
its successors and assigns, covenants and agrees, and each Subordinated Lender
likewise covenants and agrees, that, to the extent and in the manner set forth
in this Agreement, the Subordinated Debt, and the payment from whatever source
of the principal of, and interest on, the Subordinated Debt, are hereby
expressly made subordinate and subject in right of payment to the prior payment
in full in cash of all Senior Debt.

         2.02 Payment of Proceeds Upon Dissolution. In the event of (a) any
insolvency or bankruptcy case or proceeding, or any receivership, liquidation,
reorganization or other similar case or proceeding in connection therewith,
relative to any Obligor or to its assets, or (b) any liquidation, dissolution or
other winding up of any Obligor, whether voluntary or involuntary and whether or
not involving insolvency or bankruptcy, or (c) any assignment for the benefit of
creditors or any other marshaling of assets and liabilities of any Obligor, then
and in any such event:


              (1) the Senior Lenders shall be entitled to receive payment in
         full in cash of all amounts due or to become due on or in respect of
         all Senior Debt, before any Subordinated Lender shall be entitled to
         receive any payment on account of principal of, or interest or premium
         (if any) on, the Subordinated Debt;


              (2) any payment or distribution of assets of such Obligor of any
         kind or character, whether in cash, property or securities, by set-off
         or otherwise, to which any Subordinated Lender would be entitled but
         for the provisions of this Agreement, including any such payment or
         distribution that may be payable or deliverable by reason of the
         payment of any other Indebtedness of such Obligor being subordinated to
         the







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         payment of the Subordinated Debt (other than Reorganization Debt
         Securities), shall be paid by the liquidating trustee or agent or other
         Person making such payment or distribution, whether a trustee in
         bankruptcy, a receiver or liquidating trustee or otherwise, directly to
         the Senior Agents, to be paid to the Senior Lenders, ratably according
         to the aggregate amounts remaining unpaid on account of the principal
         of, and interest and premium (if any) on, the Senior Debt held or
         represented by each Senior Lender, to the extent necessary to make
         payment in full in cash of all Senior Debt remaining unpaid, after
         giving effect to any concurrent payment or distribution to the Senior
         Lenders;

              (3) in the event that, notwithstanding the foregoing provisions of
         this Section 2.02, any Subordinated Lender shall have received, before
         all Senior Debt is paid in full in cash or payment thereof provided
         for, any such payment or distribution of assets of such Obligor of any
         kind or character, whether in cash, property or securities (other than
         Reorganization Debt Securities), including any such payment or
         distribution arising out of the exercise by any Subordinated Lender of
         a right of set-off or counterclaim and any such payment or distribution
         received by reason of any other Indebtedness of such Obligor being
         subordinated to the Subordinated Debt, then, and in such event, such
         payment or distribution shall be held in trust for the benefit of, and
         shall be immediately paid over or delivered to, the Senior Agents, to
         be paid to the Senior Lenders, ratably according to the aggregate
         amounts remaining unpaid on account of the principal of, and interest
         on, the Senior Debt held or represented by each Senior Lender, to the
         extent necessary to make payment in full in cash of all Senior Debt
         remaining unpaid, after giving effect to any concurrent payment or
         distribution to the Senior Lenders; and

              (4) if any Subordinated Lender shall have failed to file claims or
         proofs of claim with respect to the Subordinated Debt earlier than 30
         days prior to the deadline for any such filing, the Subordinated Lender
         shall execute and deliver to the Senior Agents such powers of attorney,
         assignments or other instruments as the Senior Agents may reasonably
         request to file such claims or proofs of claim.

         The consolidation of any Obligor with, or the merger of any Obligor
into, another Person or the liquidation or dissolution of such Obligor following
the conveyance or transfer of its properties and assets substantially as an
entirety to another Person upon the terms and conditions set forth in Section
9.05 of the Right-side Credit Agreement shall not be deemed a dissolution,
winding up, liquidation, reorganization, assignment for the benefit of creditors
or marshaling of assets and liabilities of such Obligor for purposes of this
Agreement if the Person formed by such consolidation or into which such Obligor
is merged or the Person that acquires by conveyance or transfer such properties
and assets substantially as an entirety, as the case may be, shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions
set forth in said Section 9.05.

         2.03 No Payment When Senior Debt in Default. In the event that (a) any
payment with respect to any principal of or interest on any Designated Senior
Debt is not made when due,





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whether at stated maturity, by mandatory prepayment, by acceleration, or
otherwise (each such failure, a "Senior Debt Payment Default") or (b) unless the
foregoing clause (a) shall apply, any Significant Event of Default with respect
to any Designated Senior Debt shall have occurred and be continuing, thereby
permitting the Senior Lenders to declare such Designated Senior Debt due and
payable prior to the date on which it would otherwise have become due and
payable, then no payment on account of the principal of, or interest or premium
(if any) on, the Subordinated Debt or any judgment with respect thereto (and no
payment on account of the purchase or redemption or other acquisition of the
Subordinated Debt) shall be made by or on behalf of any Obligor:

              (x) in case of a Senior Debt Payment Default, unless and until
         such payment shall have been made or the Senior Lenders have waived the
         benefits of this Section 2.03 in respect of such Senior Debt Payment
         Default, or

              (y) in case of any Significant Event of Default specified in
         clause (b) above, for the period (the "Blockage Period") from the date
         the Obligors and the Subordinated Lenders receive written notice of
         such Significant Event of Default from the Right-side Agent (a
         "Blocking Notice") until the earlier of (1) the date 180 days after
         such date and (2) the date, if any, on which the Senior Debt to which
         such default relates is discharged or such default is waived by the
         Senior Lenders or otherwise cured,

provided, that, for purposes of clause (y) above, (A) only one Blocking Notice
relating to the same or any other Significant Event of Default may be given
during any one twelve-month period, (B) only a total of three Blocking Notices
may be given, and (C) a further Blocking Notice relating to the same or any
other Significant Event of Default that existed at the time such Blockage Period
commenced (to the extent that the Senior Agents shall have had knowledge of such
Significant Event of Default at the time such Blocking Notice was given) shall
not be effective unless such Significant Event of Default shall in the interim
have been cured for a period of at least 90 consecutive days. For purposes
hereof, a Significant Event of Default based upon the breach of a covenant
testing financial condition or performance as at a particular date, or for a
particular period ending, after the expiration of a Blockage Period shall not be
treated as the continuation, uncured, of a Significant Event of Default that
existed at the commencement of such Blockage Period even though the Obligors
were also in breach of such covenant as at the commencement of such Blockage
Period.

         Immediately upon the expiration of any period under this Section 2.03
during which no payment may be made on account of the Subordinated Debt, the
Obligors may resume making any and all payments of principal of, and interest
on, the Subordinated Debt (including any payment of principal or interest missed
during such period).

         In the event that, notwithstanding the foregoing provisions of this
Section 2.03, any Subordinated Lender shall have received any payment prohibited
by the foregoing provisions of this Section 2.03, including, without limitation,
any such payment arising out of the exercise by any Subordinated Lender of a
right of set-off or counterclaim and any such payment received by






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reason of other Indebtedness of such Obligor being subordinated to the
Subordinated Debt, then, and in any such event, such payment shall be held in
trust for the benefit of, and shall be immediately paid over or delivered to,
the Senior Agents, to be paid to the Senior Lenders, ratably according to the
aggregate amounts remaining unpaid on account of the principal of, and interest
and premium (if any) on, the Senior Debt held or represented by each Senior
Lender, for application to such Senior Debt remaining unpaid, whether or not
then due and payable.

         The provisions of this Section 2.03 shall not alter the rights of the
holders of Senior Debt under the provisions of Section 2.02 hereof.

         2.04 Payment Permitted if No Default. Nothing contained in this
Agreement or in any of the Subordinated Debt Documents shall affect the
obligation of any Obligor to make (or prevent any Obligor from making) regularly
scheduled payments of principal of, or interest on, the Subordinated Debt or any
other amount payable by such Obligor under the Subordinated Debt Documents
except during the pendency of any case, proceeding, dissolution, liquidation or
other winding up, assignment for the benefit of creditors or other marshaling of
assets and liabilities of such Obligor referred to in Section 2.02 hereof, or
under the conditions described in Section 2.03 hereof.

         2.05 Subrogation. Subject to the payment in full in cash of all Senior
Debt, the Subordinated Lenders shall be subrogated (equally and ratably with the
holders of all Indebtedness of each Obligor that by its express terms is
subordinated to Senior Debt of such Obligor to the same extent as the
Subordinated Debt and that is entitled to like rights of subrogation) to the
rights of the Senior Lenders to receive payments and distributions of cash,
property and securities applicable to the Senior Debt until the principal of,
and interest and premium (if any) on, the Subordinated Debt shall be paid in
full in cash. For purposes of such subrogation, no payments or distributions to
the Senior Lenders of any cash, property or securities to which any Subordinated
Lender would be entitled except for the provisions of this Section 2, and no
payments over pursuant to the provisions of this Section 2 to the Senior Lenders
by any Subordinated Lender, shall, as between an Obligor, its creditors other
than the Senior Lenders, and the Subordinated Lenders, be deemed to be a payment
or distribution by such Obligor to or on account of the Senior Debt.

         2.06 Provisions Solely to Define Relative Rights. The provisions of
this Section 2 are and are intended solely for the purpose of defining the
relative rights of the Subordinated Lenders on the one hand and the Senior
Lenders on the other hand. Nothing contained in this Section 2 or elsewhere in
this Agreement or in the Subordinated Debt Documents is intended to or shall:

              (a) impair, as among any Obligor, its creditors other than the
         Senior Lenders and the Subordinated Lenders, the obligation of such
         Obligor, which is absolute and unconditional, to pay to the
         Subordinated Lenders the principal of and interest on the





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         Subordinated Debt as and when the same shall become due and payable in
         accordance with its terms;

              (b) affect the relative rights against such Obligor of the
         Subordinated Lenders and creditors of such Obligor other than the
         Senior Lenders;

              (c) vitiate the occurrence of an Event of Default under Section 10
         of the Subordinated Credit Agreement to the extent that any failure to
         make a payment of principal of, or interest on, any Subordinated Debt
         by reason of the conditions specified in Section 2.02 or 2.03 hereof
         would otherwise constitute such an Event of Default; or

              (d) prevent any Subordinated Lender from exercising all remedies
         otherwise permitted by applicable law upon default under this Agreement
         or the Subordinated Debt Documents, subject to the rights, if any,
         under this Section 2 of the Senior Lenders (i) in any case, proceeding,
         dissolution, liquidation or other winding up, assignment for the
         benefit of creditors or other marshaling of assets and liabilities of
         such Obligor referred to in Section 2.02 hereof, to receive, pursuant
         to and in accordance with said Section 2.02, cash, property and
         securities otherwise payable or deliverable to the Subordinated
         Lenders, or (ii) under the conditions specified in Section 2.03 hereof,
         to prevent any payment prohibited by said Section 2.03.

         2.07 No Waiver of Subordination Provisions. No right of the Senior
Agents or any other Senior Lender to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of any Obligor or by any act or failure to act, in good faith,
by the Senior Agents or any other Senior Lender, or by any non-compliance by any
Obligor with the terms, provisions and covenants of this Agreement, regardless
of any knowledge thereof the Senior Agents or any other Senior Lender may have
or be otherwise charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the Senior Lenders may, at any time and from time to time, without the consent
of or notice to any Subordinated Lender, without incurring responsibility to any
Subordinated Lender and without impairing or releasing the subordination
provided in this Section 2 or the obligations hereunder of any Subordinated
Lender to the holders of Senior Debt, do any one or more of the following: (a)
change the time, manner or place of payment of Senior Debt, or otherwise modify
or supplement in any respect any of the provisions of the Credit Agreement or
any other instrument evidencing or relating to any of the Senior Debt; (b) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (c) release any Person liable in any manner for
the collection of Senior Debt; and (d) exercise or refrain from exercising any
rights against any Obligor and any other Person.

         2.08 Notice to Subordinated Lenders. Each Obligor shall give prompt
written notice to each Subordinated Lender of any fact known to such Obligor
that would prohibit the making of





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any payment to it in respect of the Subordinated Debt. Notwithstanding the
provisions of this Section 2 or any other provision of this Agreement, no
Subordinated Lender shall be charged with knowledge of the existence of any
facts that would prohibit the making of any payment to it in respect of the
Subordinated Debt, unless and until such Subordinated Lender shall have received
written notice thereof from such Obligor or a Senior Agent or the Subordinated
Agent; and, prior to the receipt of any such written notice, each Subordinated
Lender shall be entitled in all respects to assume that no such facts exist.

         Each Subordinated Lender shall be entitled to rely on the delivery to
it of a written notice by a Person representing itself to be a holder of Senior
Debt (or a trustee, fiduciary or agent therefor) to establish that such notice
has been given by a holder of Senior Debt (or a trustee, fiduciary or agent
therefor). In the event that such Subordinated Lender determines in good faith
that further evidence is required with respect to the right of any Person as a
holder of Senior Debt to participate in any payment or distribution pursuant to
this Section 2, such Subordinated Lender may request such Person to furnish
evidence to the reasonable satisfaction of such Subordinated Lender as to the
amount of Senior Debt held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Section 2 and if such evidence
is not furnished, such Subordinated Lender may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

         2.09 Reliance on Judicial Order or Certificate of Liquidation Agent.
Upon any payment or distribution of assets of any Obligor referred to in this
Section 2, the Subordinated Lenders shall be entitled to rely upon any order or
decree entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Subordinated Lenders, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
Senior Debt and other Indebtedness of such Obligor, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Section 2.


         Section 3. Representations and Warranties. Each Subordinated Lender
represents and warrants to the Senior Lenders and the Senior Agents that:

         3.01 Corporate Existence. Each Subordinated Lender is a corporation
duly organized and validly existing under the laws of the jurisdiction of its
incorporation.

         3.02 No Breach. None of the execution and delivery of this Agreement,
the consummation of the transactions herein contemplated or compliance with the
terms and provisions hereof will conflict with or result in a breach of, or
require any consent under, the




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charter or bylaws of any Subordinated Lender, any applicable law or regulation,
or any order, writ, injunction or decree of any court or governmental authority
or agency, or any agreement or instrument to which any Subordinated Lender is a
party or by which any Subordinated Lender is bound or to which any Subordinated
Lender is subject, or constitute a default under any such agreement or
instrument, or result in the creation or imposition of any Lien upon any of the
revenues or assets of any Subordinated Lender pursuant to the terms of any such
agreement or instrument.

         3.03 Corporate Action; Execution and Delivery. Each Subordinated Lender
has all necessary corporate power and authority to execute, deliver and perform
its obligations under this Agreement; the execution, delivery and performance by
each Subordinated Lender of this Agreement have been duly authorized by all
necessary action on its part; and this Agreement has been duly and validly
executed and delivered by each Subordinated Lender and constitutes the legal,
valid and binding obligation of each Subordinated Lender, enforceable in
accordance with its terms.

         3.04 Approvals. No authorizations, approvals or consents of, and no
filings or registrations with, any governmental or regulatory authority or
agency are necessary for the execution, delivery or performance by any
Subordinated Lender of this Agreement or for the validity or enforceability
hereof.


         Section 4.  Miscellaneous.

         4.01 No Waiver. No failure on the part of any Senior Lender to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by any Senior Lender of any right, power or
remedy hereunder preclude any other or further exercise thereof or the exercise
of any other right, power or remedy. The remedies herein are cumulative and are
not exclusive of any remedies provided by law.

         4.02 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the law of the State of New York.

         4.03 Notices. All notices, requests, consents and demands hereunder
shall be in writing and telexed, telecopied or delivered to the intended
recipient at the "Address for Notices" specified beneath its name on the
signature pages hereof or, as to any party, at such other address as shall be
designated by such party in a notice to each other party. Except as otherwise
provided in this Agreement, all such communications shall be deemed to have been
duly given when transmitted by telex or telecopier or personally delivered or,
in the case of a mailed notice, upon receipt, in each case given or addressed as
aforesaid.







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         4.04 Waivers, Etc. The terms of this Agreement may be waived, altered
or amended (as to a Subordinated Lender) only by an instrument in writing duly
executed by such Subordinated Lender and (as to the Senior Lenders) by the
Senior Agents with the consent of the Senior Lenders as specified in Section
11.09 of the Right-side Credit Agreement and Section 11.08 of the Left-side
Credit Agreement. Any such amendment or waiver shall be binding upon the Senior
Lenders (and each other holder of Senior Debt) and each Subordinated Lender.

         4.05 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of each
Subordinated Lender and each Senior Lender (and each other holder of Senior
Debt) and of each Obligor.

         4.06 Captions. The captions and section headings appearing herein are
included solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.

         4.07 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.





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         IN WITNESS WHEREOF, the parties hereto have caused this Subordination
Agreement to be duly executed and delivered as of the day and year first above
written.


                                           SUBORDINATED AGENT

                                           TORONTO DOMINION (TEXAS), INC.,
                                            as the Subordinated Agent



                                           By /s/ DIANE BAILEY
                                             ----------------------------------
                                            Title:


                                           Address for Notices:

                                           909 Fannin Street
                                           Houston, Texas 77010

                                           Attention:   Kimberly Burleson
                                                        Diane Bailey

                                           Telephone No.:   (713) 653-8241
                                           Telecopier No.:  (713) 951-9921


                                           COMPANY

                                           CLIENTLOGIC CORPORATION



                                           By /s/ MARK R. BRIGGS
                                             ----------------------------------
                                            Title:


                                           Address for Notices:

                                           Two American Center
                                           3102 West End Avenue, Suite 1000
                                           Nashville, Tennessee 37203

                                           Telephone No.:   (615) 301-7156
                                           Telecopier No.:  (615) 301-7150





                                       12
<PAGE>   13

                                           SUBSIDIARY GUARANTORS

                                           LCS INDUSTRIES, INC.



                                           By /s/ MARK R. BRIGGS
                                             ----------------------------------
                                            Title:


                                           CATALOG LIQUIDATORS, INC.



                                           By /s/ MARK R. BRIGGS
                                             ----------------------------------
                                            Title:


                                           LCS CANADA, INC.



                                           By /s/ MARK R. BRIGGS
                                             ----------------------------------
                                            Title:


                                           CATALOG RESOURCES, INC.



                                           By /s/ MARK R. BRIGGS
                                             ----------------------------------
                                            Title:


                                           SPEC HOLDINGS, INC.



                                           By /s/ MARK R. BRIGGS
                                             ----------------------------------
                                            Title:


                                           THE SPECIALISTS LTD.



                                           By /s/ MARK R. BRIGGS
                                             ----------------------------------
                                            Title:







                                       13
<PAGE>   14

                                           COMPUTER MARKETING SYSTEMS INC.



                                           By /s/ MARK R. BRIGGS
                                             ----------------------------------
                                            Title:


                                           CLIENTLOGIC OPERATING CORPORATION



                                           By /s/ MARK R. BRIGGS
                                             ----------------------------------
                                            Title:







                                       14
<PAGE>   15


                                                CLIENTLOGIC INTERNATIONAL
                                           HOLDING, INC.



                                           By /s/ STEVEN M. KAWALICK
                                             ----------------------------------
                                            Title:


                                                MARKETVISION,INC.


                                           By /s/ MARK R. BRIGGS
                                             ----------------------------------
                                            Title:


                                           RIGHT-SIDE AGENT

                                           TORONTO DOMINION (TEXAS), INC.,
                                           as the Right-side Agent



                                           By /s/ DIANE BAILEY
                                             ----------------------------------
                                            Title:



                                           Address for Notices:

                                           909 Fannin Street
                                           Houston, Texas 77010

                                           Attention:   Kimberly Burleson
                                                        Diane Bailey

                                           Telephone No.:    (713) 653-8241
                                           Telecopier No.:   (713) 951-9921


                                           LEFT-SIDE AGENT

                                           TORONTO DOMINION (TEXAS), INC.,
                                            as the Left-side Agent








                                       15
<PAGE>   16





                                           By /s/ DIANE BAILEY
                                             ----------------------------------
                                        Title:



                                           Address for Notices:

                                           909 Fannin Street
                                           Houston, Texas 77010

                                           Attention:   Kimberly Burleson
                                                        Diane Bailey

                                           Telephone No.:  (713) 653-8241
                                           Telecopier No.: (713) 951-9921



                                       16