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                        AEGIS COMMUNICATIONS GROUP, INC.
                              AMENDED AND RESTATED
                             1998 STOCK OPTION PLAN


         1.   PURPOSE OF THE PLAN. This Plan shall be known as the Aegis
Communications Group, Inc. Amended and Restated 1998 Stock Option Plan. The
purposes of the Plan are (i) to attract and retain the best available personnel
for positions of substantial responsibility, (ii) to attract and retain
directors and advisory directors with a high degree of training, experience and
ability and (iii) to provide incentives to such personnel, directors and
advisory directors to promote the success of the business of Aegis
Communications Group, Inc. and its subsidiaries.

         Certain options granted under this Plan are intended to qualify as
"incentive stock options" pursuant to Section 422 of the Internal Revenue Code
of 1986, as amended from time to time, while certain other options granted under
the Plan will constitute nonqualified options.

         2.   DEFINITIONS. As used herein, the following definitions shall
apply:

              (a)  "Board" means the Board of Directors of the Corporation.

              (b)  "Common Stock" means the Common Stock, $.01 par value per
share, of the Corporation. Except as otherwise provided herein, all Common
Stock issued pursuant to the Plan shall have the same rights as all other
issued and outstanding shares of Common Stock, including but not limited to
voting rights, the right to dividends, if declared and paid, and the right to
pro rata distributions of the Corporation's assets in the event of
liquidation.

              (c)  "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

              (d)  "Committee" means the committee described in Section 18(a)
that administers the Plan.

              (e)  "Corporation" means Aegis Communications Group, Inc., a
Delaware corporation.

              (f)  "Date of Grant" means the date on which an Option is
granted pursuant to this Plan or, if the Committee so determines, the date
specified by the Committee as the date the award is to be effective.

              (g)  "Director" means any director, advisory director or
consultant of the Corporation or one of its Subsidiaries, but excluding any
director, advisory director or consultant who is also an officer or employee
of the Corporation or one of its Subsidiaries.

              (h)  "Employee" means any officer or other key employee of the
Corporation or one of its Subsidiaries, including any director who is also an
officer or key employee of the Corporation or one of its Subsidiaries.

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              (i)  "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

              (j)  "Executive" means an Employee who is, or in the judgment
of the Committee may become, the Chief Executive Officer of the Corporation or
one of the other four most highly compensated executive officers of the
Corporation.

              (k)  "Fair Market Value" means the closing sale price (or
average of the quoted closing bid and asked prices if there is no closing sale
price reported) of the Common Stock on the trading day immediately prior to the
date specified as reported by The Nasdaq Stock Market or by the principal
national stock exchange on which the Common Stock is then listed. If there is no
reported price information for the Common Stock, the Fair Market Value will be
determined by the Committee, in its sole discretion. In making such
determination, the Committee may, but shall not be obligated to, commission and
rely upon an independent appraisal of the Common Stock.

              (l)  "Non-Employee Director" means an individual who is a
"non-employee director" as defined in Rule 16b-3 under the Exchange Act and also
an "outside director" within the meaning of Treasury Regulation Section
1.162-27(e)(3).

              (m)  "Nonqualified Option" means any Option that is not a
Qualified Option.

              (n)  "Option" means a stock option granted pursuant to Section
6 of this Plan.

              (o)  "Optionee" means any Employee or Director who receives an
Option.

              (p)  "Participant" means any Employee or Director who receives
an Option pursuant to this Plan.

              (q)  "Plan" means the Aegis Communications Group, Inc. 1998
Stock Option Plan, as amended from time to time.

              (r)  "Qualified Option" means any Option that is intended to
qualify as an "incentive stock option" within the meaning of Section 422 of the
Code.

              (s)  "Rule 16b-3" means Rule 16b-3 of the rules and regulations
under the Exchange Act, as Rule 16b-3 may be amended from time to time, and any
successor provisions to Rule 16b-3 under the Exchange Act.

              (t)  "Subsidiary" means any now existing or hereinafter
organized or acquired company of which more than fifty percent (50%) of the
issued and outstanding voting stock is owned or controlled directly or
indirectly by the Corporation or through one or more Subsidiaries of the
Corporation.

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         3.   TERM OF PLAN.  The Plan was initially adopted by the Board
effective as of April 7, 1998. To permit the granting of Qualified Options
under the Code, and to qualify awards of Options hereunder as "performance
based" under Section 162(m) of the Code, the Plan was approved by the
shareholders of the Corporation on July 9, 1998. On March 29, 2000, the Board
approved the following amendments to the Plan:

         (a)  increase in the number of shares issuable upon the exercise of
              Options pursuant to this Plan from 7,500,000 to 9,000,000; and

         (b)  increase in the annual limit on the number of option shares
              issuable to an individual executive officer from 1,500,000 to
              3,000,000.

On May 4, 2000, these amendments to the Plan were approved by the shareholders
of the Corporation. In addition, on March 29, 2000, the Compensation Committee
approved an amendment to Section 9 of the Plan relating to Section 280(g) of the
Code to permit more flexibility in the tax treatment of awards under this Plan.
The Plan, as amended, shall continue in effect until terminated pursuant to
Section 18(a).

         4.   SHARES SUBJECT TO THE PLAN.  Except as otherwise provided in
Section 17 hereof, the aggregate number of shares of Common Stock issuable
upon the exercise of Options pursuant to this Plan shall be 9,000,000 shares;
provided, however, that on January 1 of each year (commencing on January 1,
1999), the aggregate number of shares of Common Stock then issuable upon the
exercise of Options shall be increased by the same percentage that the total
number of issued and outstanding shares of Common Stock increased from the
preceding January 1 to the following December 31 (if such percentage is
positive). For example, if the total number of issued and outstanding shares
of Common Stock on January 1, 1999 were 50,000,000, the total number of
issued and outstanding shares of the Corporation on December 31, 1999 were
55,000,000, and the aggregate number of shares of Common Stock then issuable
upon the exercise of Options pursuant to this Plan were 2,500,000, the
aggregate number of shares of Common Stock issuable under the Plan effective
January 1, 2000 would be 2,750,000 (a 10% increase). Notwithstanding the
above, the aggregate number of shares of Common Stock issuable upon the
exercise of Qualified Options pursuant to this plan shall not exceed
9,000,000 shares. Shares issuable upon the exercise of Options may either be
authorized but unissued shares or treasury shares. The Corporation shall,
during the term of this Plan, reserve and keep available a number of shares
of Common Stock sufficient to satisfy the requirements of the Plan. If an
Option should expire or become unexercisable for any reason without having
been exercised in full, then the shares that were subject thereto shall,
unless the Plan shall have terminated, become immediately available for the
grant of additional Options under this Plan, subject to the limitations and
adjustments set forth above. In addition, for purposes of calculating the
aggregate number of shares that may be issued under this Plan, only the net
shares issued (including the shares, if any, withheld for tax withholding
requirements) shall be counted when shares of Common Stock are used as full
or partial payment for shares issued upon exercise of a Qualified Option or a
Nonqualified Stock Option. Shares tendered by a Participant as payment for
shares issued upon such exercise shall be available for reissuance under the
Plan.

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         5.   ELIGIBILITY.  Qualified Options may be granted under Section 6
of the Plan to such Employees of the Corporation or its Subsidiaries as may
be determined by the Committee. Nonqualified Options may be granted under
Section 6 of the Plan to such Employees or Directors of the Corporation or
its Subsidiaries as may be determined by the Committee. Subject to the
limitations and qualifications set forth in this Plan, the Committee shall
also determine the number of Options to be granted, the number of shares
subject to each Option grant, the exercise price or prices of each Option,
the vesting and exercise period of each Option, whether an Option may be
exercised as to less than all of the Common Stock subject thereto, and such
other terms and conditions of each Option as are consistent with the
provisions of this Plan. In connection with the granting of Qualified
Options, the aggregate Fair Market Value (determined at the Date of Grant of
a Qualified Option) of the shares with respect to which Qualified Options are
exercisable for the first time by an Optionee during any calendar year (under
all such plans of the Optionee's employer corporation and its parent and
subsidiary corporations as defined in Section 424(e) and (f) of the Code, or
a corporation or a parent or subsidiary corporation of such corporation
issuing or assuming an Option in a transaction to which Section 424(a) of the
Code applies (collectively, such corporations described in this sentence are
hereinafter referred to as "Related Corporations")) shall not exceed $100,000
or such other amount as from time to time provided in Section 422(d) of the
Code or any successor provision. In the event that the Participant's total
Qualified Options exceed the $100,000 limit in any calendar year (whether due
to acceleration of exercisability, miscalculation, error or otherwise) the
amount of Qualified Options that exceed such limit shall be treated as
Nonqualified Options. The Qualified Options granted earliest (whether under
this Plan or any other agreement or plan) shall be applied first to the
$100,000 limit. In the event that only a portion of the Qualified Options
granted at the same time can be applied to the $100,000 limit, the
Corporation shall issue separate share certificates for such number of shares
as does not exceed the $100,000 limit, and shall designate such shares as
Qualified Option stock in its share transfer records.

         6.   GRANT OF OPTIONS.  Except as provided in Section 18(c), the
Committee shall determine the number of shares of Common Stock to be offered
from time to time pursuant to Options granted hereunder and shall grant
Options under the Plan. Notwithstanding the foregoing, each member of the
Committee shall be eligible to receive Options only if the Board unanimously
(except for such Committee member) grants such Option to such member. The
grant of Options shall be evidenced by Option agreements containing such
terms and provisions as are approved by the Committee and executed on behalf
of the Corporation by an appropriate officer. In connection with the granting
of any Options under the Plan, the aggregate number of shares of Common Stock
with respect to which Options may be granted to any single Executive in any
one calendar year shall not exceed 3,000,000. Solely for this purpose,
Options that lapse or are canceled continue to count against such limit.

         7.   TIME OF GRANT OF OPTIONS.  The date of grant of an Option under
the Plan shall be the date on which the Committee awards the Option or, if
the Committee so determines, the date specified by the Committee as the date
the award is to be effective. Notice of the grant shall be given to each
Participant to whom an Option is granted promptly after the date of such
grant.

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         8.   PRICE.  The exercise price for each share of Common Stock
subject to an Option (the "Exercise Price") granted pursuant to Section 6 of
the Plan shall be determined by the Committee at the Date of Grant; provided,
however, that (a) the Exercise Price for any Option shall not be less than
100% of the Fair Market Value of the Common Stock at the Date of Grant, and
(b) if the Optionee owns on the Date of Grant more than 10 percent of the
total combined voting power of all classes of stock of the Corporation or its
parent or any of its subsidiaries, as more fully described in Section
422(b)(6) of the Code or any successor provision (such shareholder is
referred to herein as a "10-Percent Shareholder"), the Exercise Price for any
Qualified Option granted to such Optionee shall not be less than 110% of the
Fair Market Value of the Common Stock at the Date of Grant.

         9.   VESTING.  Subject to Section 11 of this Plan, each Option award
under the Plan shall vest or be subject to forfeiture in accordance with the
provisions set forth in the applicable Option agreement. The Committee may,
but shall not be required to, permit acceleration of vesting or termination
of forfeiture provisions upon any sale of the Corporation or similar
transaction. In the event that the acceleration of any Option hereunder upon
a change of control of the Corporation or similar transaction would result in
an "excess parachute payment" (as defined in Section 280G of the Code), the
Participant's Option agreement shall specify whether the exercisability of
the full number of shares shall be accelerated. In the event that the Option
agreement does not specify whether the exercisability of the full number of
shares shall be accelerated and the Committee determines that an excess
parachute payment would result if acceleration occurred (when added to any
other payments or benefits contingent on a change of control under any other
agreements, arrangements or plans), then the number of shares as to which
excercisability is accelerated shall be reduced so that total parachute
payments do not exceed 299% of the Optionee's "base amount," as defined in
Section 280G(b)(3) of the Code. A Participant's Option agreement may contain
such additional provisions with respect to vesting as the Committee may
specify.

         10.  EXERCISE.  A Participant may pay the Exercise Price of the
shares of Common Stock as to which an Option is being exercised by the
delivery of (a) cash, (b) check, (c) at the Corporation's option, by the
delivery of shares of Common Stock having a Fair Market Value on the date
immediately preceding the exercise date equal to the Exercise Price and have
been held by the Optionee at least six (6) months prior to the date of
exercise, or (d) at the Corporation's option, any other consideration that
the Corporation determines is consistent with the Plan's purpose and
applicable law. If the shares to be purchased are covered by an effective
registration statement under the Securities Act of 1933, as amended, any
Option granted under the Plan may be exercised by a broker-dealer acting on
behalf of an Optionee if (i) the broker-dealer has received from the Optionee
or the Corporation a fully- and duly-endorsed agreement evidencing such
Option, together with instructions signed by the Optionee requesting the
Corporation to deliver the shares of Common Stock subject to such Option to
the broker-dealer on behalf of the Optionee and specifying the account into
which such shares should be deposited, (ii) adequate provision has been made
with respect to the payment of any withholding taxes due upon such exercise,
and (iii) the broker-dealer and the Optionee have otherwise complied with
Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor
provision.

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         11.  WHEN QUALIFIED OPTIONS MAY BE EXERCISED.  No Qualified Option
shall be exercisable at any time after the expiration of ten (10) years from
the Date of Grant; provided, however, that if the Optionee with respect to a
Qualified Option is a 10-Percent Shareholder on the Date of Grant of such
Qualified Option, then such Option shall not be exercisable after the
expiration of five (5) years from its Date of Grant. In addition, if an
Optionee of a Qualified Option ceases to be an employee of the Corporation or
any Related Corporation for any reason, such Optionee's vested Qualified
Options shall not be exercisable after (a) three (3) months following the
date such Optionee ceases to be an employee of the Corporation or any Related
Corporation, if such cessation of service is not due to the death or
permanent and total disability (within the meaning of Section 22(e)(3) of the
Code) of the Optionee, or (b) twelve (12) months following the date such
Optionee ceases to be an employee of the Corporation or any Related
Corporation, if such cessation of service is due to the death or permanent
and total disability (as defined above) of the Optionee. Upon the death of an
Optionee, any vested Qualified Option exercisable on the date of death may be
exercised by the Optionee's estate or by a person who acquires the right to
exercise such Qualified Option by bequest or inheritance or by reason of the
death of the Optionee, provided that such exercise occurs within both the
remaining option term of the Qualified Option and twelve (12) months after
the date of the Optionee's death. This Section 11 only provides the outer
limits of allowable exercise dates with respect to Qualified Options; the
Committee may determine that the exercise period for a Qualified Option shall
have a shorter duration than as specified above.

         12.  OPTION FINANCING.  Upon the exercise of any Option granted under
the Plan, the Corporation may, but shall not be required to, make financing
available to the Participant for the purchase of shares of Common Stock
pursuant to such Option on such terms as the Board or the Committee may
specify.

         13.  WITHHOLDING OF TAXES.  The Committee shall make such provisions
and take such steps as it may deem necessary or appropriate for the
withholding of any taxes that the Corporation is required by any law or
regulation of any governmental authority to withhold in connection with any
Option including, but not limited to, (a) withholding the issuance of all or
any portion of the shares of Common Stock subject to such Option until the
Participant reimburses the Corporation for the amount it is required to
withhold with respect to such taxes, (b) withholding any portion of such
issuance in an amount sufficient to reimburse the Corporation for the amount
of taxes it is required to withhold, (c) allowing the Participant to deliver
Common Stock as payment for the amount the Corporation is required to
withhold for taxes or (d) taking any other action reasonably required to
satisfy the Corporation's withholding obligation.

         14.  CONDITIONS UPON ISSUANCE OF SHARES.

              (a)  The Corporation shall not be obligated to sell or issue
any shares upon the exercise of any Option granted under the Plan unless the
issuance and delivery of shares comply with all provisions of applicable federal
and state securities laws and the requirements of The Nasdaq Stock Market or any
stock exchange upon which shares of the Common Stock may then be listed.

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              (b)  As a condition to the exercise of an Option, the
Corporation may require the person exercising the Option to make such
representations and warranties as may be necessary to assure the availability
of an exemption from the registration requirements of applicable federal and
state securities laws.

              (c)  The Corporation shall not be liable for refusing to sell
or issue any shares covered by any Option if the Corporation cannot obtain
authority from the appropriate regulatory bodies deemed by the Corporation to be
necessary to sell or issue such shares in compliance with all applicable federal
and state securities laws and the requirements of The Nasdaq Stock Market or any
stock exchange upon which shares of the Common Stock may then be listed. In
addition, the Corporation shall have no obligation to any Participant, express
or implied, to list, register or otherwise qualify the shares of Common Stock
covered by any Option.

              (d)  No Participant will be, or will be deemed to be, a holder
of any Common Stock subject to an Option unless and until such Participant has
exercised his or her Option and paid the purchase price for the subject shares
of Common Stock.

         15.  RESTRICTIONS ON TRANSFER.

              (a)  Options issued pursuant to the Plan shall be nontransferable
except by will or the laws of descent and distribution, and may only be
exercisable during the Participant's lifetime only by the Participant.

              (b)  Shares of Common Stock issued pursuant to the Plan may be
subject to restrictions on transfer under applicable federal and state
securities laws. The Committee may impose such additional restrictions on the
ownership and transfer of shares of Common Stock issued pursuant to the Plan as
it deems desirable; any such restrictions shall be set forth in any Option
agreement entered into hereunder.

         16.  MODIFICATION OF PLAN AND OPTIONS.

              (a)  The Committee may from time to time and at any time alter,
amend, suspend, discontinue or terminate this Plan; provided, however, that no
such action of the Committee may, without the approval of the shareholders of
the Corporation, alter the provisions of the Plan so as to (i) increase the
maximum number of shares of Common Stock that may be subject to Qualified
Options under this Plan (except as provided in Section 17 of this Plan), (ii)
change the class of employees eligible to receive Qualified Options pursuant to
this Plan, or (iii) change the annual limit on the number of Options granted to
an Executive in Section 6 above.

              (b)  At any time and from time to time, the Committee may
execute an instrument providing for modification, extension or renewal of any
outstanding Option, provided that no such modification, extension or renewal
shall impair the Option without the consent of the holder of the Option.
Notwithstanding the foregoing, (i) in the event of such a modification,
substitution, extension or renewal of a Qualified Option, the Committee may
increase the

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exercise price of such Option if necessary to retain the qualified status of
such Option, and (ii) the Committee may, in its discretion and without the
holder's consent, convert, any Qualified Option into a Nonqualified Option.

         17.  EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN.  In the event that
each of the outstanding shares of Common Stock (other than shares held by
dissenting shareholders) shall be changed into or exchanged for a different
number or kind of shares of stock of the Corporation or of another corporation
(whether by reason of merger, consolidation, recapitalization, reclassification,
split-up, combination of shares or otherwise), or in the event a stock split or
stock dividend occurs, then the Corporation may either (a) substitute for each
share of Common Stock then subject to Options or available for Options the
number and kind of shares of stock into which each outstanding share of Common
Stock (other than shares held by dissenting shareholders) shall be so changed or
exchanged, or the number of shares of Common Stock as is equitably required in
the event of a stock split or stock dividend, together with an appropriate
adjustment of the Exercise Price, or (b) cancel all such Options as of the
effective date of any merger, consolidation, recapitalization, reclassification,
split-up or combination of shares by giving written notice to each holder
thereof or his personal representatives of its intention to do so and by
permitting the exercise of all such Options, without regard to determinations of
periods or installments of exercisability during the thirty (30) day period
immediately preceding such effective date. The Committee may, but shall not be
required to, provide additional anti-dilution protection to a Participant under
the terms of the Participant's Option agreement.

         18.  ADMINISTRATION.

              (a)  Notwithstanding anything to the contrary herein, to the
extent necessary to comply with the requirements of Rule 16b-3, the Plan shall
be administered by the Board, if each member is a Non-Employee Director, or by a
committee comprised solely of two or more Non-Employee Directors appointed by
the Board (the group responsible for administering the Plan is referred to as
the "Committee"). Options may be granted under Section 6 only by majority
agreement of the members of the Committee. Option agreements, in the form as
approved by the Committee, and containing such terms and conditions consistent
with the provisions of this Plan as are determined by the Committee, may be
executed on behalf of the Corporation by the Chairman of the Board, the
President or any Vice President of the Corporation. The Committee shall have
complete authority to construe, interpret and administer the provisions of this
Plan and the provisions of the Option agreements granted hereunder; to
prescribe, amend and rescind rules and regulations pertaining to this Plan; to
suspend, discontinue or terminate this Plan; and to make all other
determinations necessary or deemed advisable in the administration of the Plan.
The determinations, interpretations and constructions made by the Committee
shall be final and conclusive. No member of the Committee shall be liable for
any action taken, or failed to be taken, made in good faith relating to the Plan
or any award thereunder, and the members of the Committee shall be entitled to
indemnification and reimbursement by the Corporation in respect of any claim,
loss, damage or expense (including attorneys' fees) arising therefrom to the
fullest extent permitted by law.


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              (b)  Members of the Committee shall be specified by the Board,
and shall consist solely of Non-Employee Directors. Non-Employee Directors may
not possess an interest in any transaction for which disclosure is required
under Section 404(a) of Regulation S-K under the Exchange Act or be engaged in a
business relationship that must be disclosed under Section 404(a) and must
qualify as `outside directors' as defined in Section 162(m) of the Code and
regulations thereunder.

              (c)  Although the Committee may suspend, discontinue or
terminate the Plan at any time, all Qualified Options must be granted within ten
(10) years from the effective date of the Plan or the date the Plan is approved
by the shareholders of the Corporation, whichever is earlier.

         19.  CONTINUED EMPLOYMENT NOT PRESUMED.  Nothing in this Plan or any
document describing it nor the grant of any Option shall give any Participant
the right to continue in the employment of the Corporation or affect the right
of the Corporation to terminate the employment of any such person with or
without cause.

         20.  LIABILITY OF THE CORPORATION.  Neither the Corporation, its
directors, officers or employees or the Committee, nor any Subsidiary which is
in existence or hereafter comes into existence, shall be liable to any
Participant or other person if it is determined for any reason by the Internal
Revenue Service or any court having jurisdiction that any Qualified Option
granted hereunder does not qualify for tax treatment as an incentive stock
option under Section 422 of the Code.

         21.  GOVERNING LAW. THE PLAN SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF STATE OF DELAWARE AND THE UNITED STATES, AS
APPLICABLE, WITHOUT REFERENCE TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

         22.  SEVERABILITY OF PROVISIONS.  If any provision of this Plan is
determined to be invalid, illegal or unenforceable, such invalidity, illegality
or unenforceability shall not affect the remaining provisions of the Plan, but
such invalid, illegal or unenforceable provision shall be fully severable, and
the Plan shall be construed and enforced as if such provision had never been
inserted herein.