Exhibit
10.19


 


SEPARATION
AGREEMENT AND GENERAL RELEASE


 


This Separation
Agreement and General Release (“Agreement”) is made and entered into as
of March 31, 2004 (the “Execution Date”), by and among Aegis
Communications Group, Inc., a Delaware Corporation (the “Parent”),
Advanced Telemarketing Corporation, a Nevada corporation (“ATC”), IQI,
Inc., a New York corporation (“IQI”) (together, Parent, ATC, and IQI are
referred to as the “Company”), and Joseph Marinelli (“Marinelli” or “Employee”).


 


RECITALS


 


Whereas,
Employee is presently employed by the Company and serves as Executive Vice
President-Field Operations and has entered into an Employment Agreement with
the Company dated as of August 28, 2000, a copy of which is attached
hereto as Exhibit A  (the “Employment Agreement”).


 


Whereas, the Company and Employee mutually desire to terminate the
employment relationship effective April 15, 2004.


 


Whereas, the
parties desire to provide for an orderly transition and termination of the
employment relationship and to settle fully and finally, in the manner set
forth herein, any and all existing or potential claims and controversies
arising out of the relationship between Employee and the Company.


 


Now, therefore,
in consideration of the mutual acts, payments, and promises described and
agreed to be performed herein, Employee and the Company agree as follows:


 


1.                                       Resignation.  Employee hereby tenders his resignation from
his position as Executive Vice President-Field Operations of the Company and
its subsidiaries and affiliates effective April 15, 2004.


 


2.                                       Severance from
Employment.  It is understood and
agreed that with the full and complete agreement of Employee and the Company,
Employee’s employment by the Company will cease April 15, 2004.  Except as otherwise expressly provided for
herein, Employee will cease to accrue any rights under any pension or
compensation plan or the Company (including without limitation any stock option
plan, grant or agreement).


 


3.                                       Payment of Wages and
Earned Benefits.  On or before the
Resignation Date, the Parent agrees to pay Employee all salary
and to provide all employee benefits (including reimbursement for expenses) to
which Employee may be entitled pursuant to the Employment Agreement.  Employee will be paid at his annualized salary
level of $225,000 through April 15, 2004, payable in installments in
accordance with the Parent’s standard payroll practices, but not less than
bi-weekly, and Employee will be entitled to medical, dental, and vision
benefits (including coverage for Employee’s immediate family), disability
insurance, 401-K plans, life insurance, officer and director liability
insurance, and paid vacation on the same terms and conditions as provided to
Employee immediately prior to the Execution Date.  Employee will be paid for all vacation days
that he has accrued but not taken during his employment with the Company
through the Resignation Date, if any. 
Any reimbursable expenses incurred during


 


	
  s/ J.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Marinelli

  	
  Company

  



 


1
















 


Employee’s employment with the
Company through the Resignation Date, if any, will be paid to Employee upon
submission and approval of those expenses in accordance with the Parent’s
customary practices, but not less than monthly.


 


4.                                       2003 Bonus. (a)
The Company acknowledges that Employee has earned a 2003 bonus in the amount of
$168,750, pursuant to the terms of his Employment Agreement.  In consideration of Employee’s agreement to
permit the Company to delay the payment of said bonus, and to instead pay said
bonus over a period of months, the Company will pay the bonus to Employee on
the following schedule:


 


(1)                                  $29,812.50 on or before
April 30, 2004;


 


(2)                                  $29,812.50 on or before May
31, 2004;


 


(3)                                  $29,812.50 on or before
June 30, 2004;


 


(4)                                  $29,812.50 on or before
July 30, 2004;


 


(5)                                  $28,812.50 on or before
August 30, 2004; and


 


(6)                                  $28,812.50 on or before
September 30, 2004.


 


(b)                                 Notwithstanding anything to
the contrary in the preceding Section 4(a), the Company may choose prior
to September 30, 2004 to accelerate the payment of the six payments set
out in the preceding Section 4(a). 
If the total bonus is paid before the six (6) months is complete, the
$178,875 total will be reduced $1,687.50 for each full month early the full
amount is paid.


 


(c)
Notwithstanding anything to the contrary in the preceding Section 4(a), if
any of the following events occur prior to September 30 2004, then the six
payments set out in the preceding Section 4(a) shall automatically be
accelerated and due immediately: (1) if the Company fails to make timely
payments of the amounts set out in the preceding Section 4(a); (2) any
other executive or former employee of the Company receives payment of his or
her 2003 bonus on a more accelerated basis than set out for Employee in the
preceding Section 4(a); (3) the Company pays its new President and/or
Chief Executive Officer a signing bonus or any other bonus or incentive
compensation prior to September 30, 2004; (4) more than $2.5 million in
cash is raised in the DB/Essar warrant conversion or through any other source
of additional funding outside other than revenues from the ordinary course of
business; (5) any payment is made by the Company on the DB/Essar notes after
the Execution date; (6) there has been a change in control of the Company
(defined as the acquisition in one or more transactions by any person, other
than DB/Essar, of beneficial ownership of a majority of the combined voting
power of the Company’s then outstanding voting securities, or the
acquisition in one or more transactions by Essar of some or all of Deutsche
Bank AG-London’s beneficial ownership of the Company’s voting securities); or
(7) net availability (per the “Aegis Loan Status Report,” to be provided to
Employee weekly on the same day provided to the Company) under the Foothill
borrowing base exceeds $2.5 million.


 


(d)                                 If the Company is late or
fails to make a payment on a timely basis, a one-time $50,000 penalty will be
added to the bonus, provided the Company is given three (3) business days
written notice and the company has failed to make the payment within that three
days.


 


	
  s/ J.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Marinelli

  	
  Company

  



 


2
















 


5.                                       Severance Payments.  In consideration of this Agreement, the
Parent agrees to pay Employee twelve months salary as severance compensation in
the amount of $225,000.00, subject to any withholding required by law, to be
paid in installments in accordance with the Parent’s customary practices, but
not less than monthly, and Employee will be entitled to medical, dental, life
insurance, and short-term and long-term disability benefits (including coverage
for Employee’s immediate family), during that twelve month period, on the same
basis as provided by the Company prior to the Resignation Date, if any, or as
subsequently provided by the Company to other executive officers at the same
level as Employee immediately prior to the Resignation Date, beginning upon the
Company’s receipt of Employee’s executed complete release attached hereto as Exhibit
B subsequent to the Employee’s resignation from all of the positions he
holds with the Company and its subsidiaries and affiliates, including without
limitation his positions as Executive Vice President-Field Operations.


 


6.                                      Ratification of
Employment Agreement.  (a) Employee
acknowledges, confirms, and ratifies his Employment Agreement dated
November 6, 2000, which is attached hereto as Exhibit A.  Employee specifically confirms that, during
the course of his employment, he received special training, unique and
confidential information, and actual contacts and relationships with customers
and potential customers, as contemplated in paragraph 9 of the Employment
Agreement.  Accordingly, except as modified
by this Agreement, Employee and the Company ratify the obligations stated in
the Employment Agreement, including specifically paragraphs 9, 10, 11, 12, 13
and 14 (including arbitration).


 


(b)
Notwithstanding anything to the contrary in the preceding Section 6(a),
the Company agrees to enforce Section 9(a) of the Employment Agreement
against Employee for a period of one year after the later of the Resignation
Date or the Revised Resignation Date, if any (and Employee must only abide by
such Section 9(a) of the Employment Agreement during such period) only to
the extent of the Employee, on behalf of a competitor of the Company,
soliciting business from a prospective customer with whom Employee had material
contact or from an existing customer in connection with outsourced inbound and
outbound telemarketing and customer care services, whether conducted by
telephone or the internet, and the consulting, design, and implementation of
any of these services.


 


7.                                       Complete Releases.  (a) In consideration of the promises made in
this Agreement, Employee RELEASES, ACQUITS, and FOREVER DISCHARGES the Company
and each of its past and present parents, subsidiaries, affiliates,
shareholders, directors, officers, attorneys, accountants, agents, employees,
and representatives, from ANY and ALL causes of action, claims, and damages,
including attorney’s fees, Employee may have against the Company which could
have arisen out of Employee’s employment or separation from employment with the
Company or his service as an officer or director of the Company or any other matter
related to his association with the Company, including the Employment Agreement
and any compensation due thereunder, whether known or unknown, existing as of
the Execution Date.  Other than the
monetary payments the Company agrees to make to Employee pursuant to the terms
of this Agreement, the Employee agrees that the Company does not owe Employee
any other monetary payments, including compensation for employment by the
Company such as salary, bonus, or otherwise. 
Employee hereby irrevocably, unconditionally, and fully releases,
acquits, and forever discharges the Company, and its respective officers,
directors, partners, shareholders,


 


	
  s/ J.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Marinelli

  	
  Company

  



 


3
















 


employees, attorneys, and agents,
past and present, from any and all charges, complaints, claims, liabilities,
obligations, costs, losses, debts, and expenses (including attorney’s fees and
costs actually incurred), of any nature whatsoever (excluding any felonious
acts) known or unknown, suspected or unsuspected, including without limitation
any rights arising out of alleged violations of any contract, express or
implied, written or verbal, any covenant of good faith and fair dealing,
express or implied, any tort, any legal restrictions on the right of the
Company to terminate, discipline, or otherwise manage employees or any federal,
state, or other governmental statute, regulation, or ordinance.  Notwithstanding the foregoing, nothing herein
will constitute a release of the Company from causes of action, claims or
damages, including attorney’s fees, which may arise from acts or omissions by
the Company after the Execution Date or in contravention of this Agreement.


 


(1) These
releases and waivers include, but are not limited to, Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1991, The Age Discrimination in
Employment Act, the Employee Retirement Income Security Act of 1974, the
Americans with Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay
Act, the False Claims Act, the Civil Rights Act of 1866, the Fair Labor
Standards Act, the Occupational Safety and Health Act, the Family and Medical
Leave Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the
Texas Workers’ Compensation Act, any causes of action or claims arising under
analogous state laws or local ordinances or regulations, any common law
principle or public policy, including all suits in tort or contract, or under
the Company’s personnel policies or any contract of employment that may exist
between Employee and the Company.


 


(2) Employee
knowingly and voluntarily waives any existing rights he may have pursuant to
the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit
Protection Act.  Further, Employee
acknowledges the receipt of good and valuable consideration set forth in this
Agreement in exchange for this waiver of potential claims in addition to
anything of value to which Employee is already entitled, including specifically
mutual releases.  Employee does not waive
any claims that arise after the date of execution of this Agreement.  Employee is advised to consult with an
attorney prior to executing this Agreement. 
Employee is given at least 21 days after being presented with this
Agreement in which to consider it, and an additional 7 days after he signs in
which to revoke it.


 


(b) In
consideration of the promises made in this Agreement, the Company RELEASES,
ACQUITS, and FOREVER DISCHARGES Employee from ANY and ALL causes of action,
claims and damages, including attorney’s fees, the Company may have against
Employee which could have arisen out of Employee’s employment or separation
from employment with the Company or his service as an officer or director of
the Company or any other matter related to his association with the Company,
including the Employment Agreement and any compensation due thereunder, whether
known or unknown, existing as of the Execution Date.  The Company hereby irrevocably,
unconditionally, and fully releases, acquits, and forever discharges Employee
from any and all charges, complaints, claims, liabilities, obligations, costs,
losses, debts and expenses (including attorney’s fees and costs actually
incurred), of any nature whatsoever (excluding any felonious acts) known or unknown,
suspected or unsuspected, including without limitation any rights arising out
of alleged violations of any contract, express or implied, written or verbal,
any covenant of good faith and fair dealing, express or implied, any tort, or
any


 


	
  s/ J.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Marinelli

  	
  Company

  



 


4
















 


federal,
state or other governmental statute, regulation, or ordinance.  Notwithstanding the foregoing, nothing herein
will constitute a release of Employee from causes of action, claims, or
damages, including attorney’s fees, which may arise from acts or omissions of
Employee after the Execution Date or in contravention of this Agreement.


 


(c) Employee
and the Company (as defined above in this section), in consideration for the
promises made in this Agreement, will once again reaffirm, execute, and deliver
mutual releases in the form attached as Exhibit B upon full payment by the
Company of the 2003 bonus pursuant to Section 4 of this Agreement and
satisfaction of all other obligations by the Company under Sections 3, 4, 5
(through the date on which the mutual release is executed) and 9 of this
Agreement.


 


(d) It is
expressly agreed and understood by Employee and the Company that this Agreement
Section 7(a)-(e) constitutes a general release.


 


(e) The
Company will indemnify and hold harmless the Employee in respect of acts or
omissions as a director, officer, employee, or consultant occurring up to and
including the Execution Date to the same extent and with the same limitations as
if he was an officer of the Company to the fullest extent permitted by the
Texas Business Corporation Act, as amended, and the Company’s articles of
incorporation and bylaws in effect on the date of this Agreement, and will
indemnify and hold harmless the Employee in respect of any claims, liabilities,
obligations, or expenses in respect of or relating to this Agreement and the
transactions contemplated hereby.


 


8.                                      Nature of the
Agreement.  This Agreement and all
its provisions are contractual, not mere recitals, and will continue in
permanent force and effect, unless revoked as provided herein.  In the event that any portion of this
Agreement is found to be unenforceable for any reason whatsoever, the
unenforceable provision will be severed and the remainder of the Agreement will
continue in full force and effect.


 


9.                                      Ongoing Cooperation.  Notwithstanding any other provision of this
Agreement, Employee agrees to provide his reasonable cooperation and make
himself reasonably available to the Company in connection with any litigation,
now pending or that may arise in the future, regarding which Employee has
relevant personal knowledge acquired during his employment as Executive Vice
President-Field Operations of the Company, including the AllServe, Beggi and
Stremke litigation and the Company’s defense thereof and response thereto.


 


10.                                 Miscellaneous. (a) Any notice, demand, or request required or
permitted to be given or made under this Agreement will be in writing and will
be deemed given or made when delivered in person, when sent by United States
registered or certified mail, or postage prepaid, or when telecopied to a party
at its address or telecopy number specified below:


 


If to the
Company:


 


Aegis
Communications Group, Inc.


7880
Bent Branch Drive, Suite 150


Irving,
Texas  75063


Attn:  President or Chief
Executive Officer


 


	
  s/ J.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Marinelli

  	
  Company

  



 


Telecopy
number: (972) 830-1804


5
















 


 


 


With a copy to:


 


Hughes & Luce, L.L.P.


1717
Main Street


Suite
2800


Dallas,
Texas  75201


Attn:
David G. Luther


Telecopy
number:  (214) 939-5849


 


If to Employee:


 


Joseph
Marinelli


230
Gaitskell Lane


Alpharetta,
GA 30022


 


With a copy to:


 


Forrest
Hunter


Alston
& Bird


1201
West Peachtree


Atlanta,
GA 30309-3424


 


The parties to
this Agreement may change their addresses for notice in the manner provided
above.


 


(b)                                         All section titles and captions in this
Agreement are for convenience only, will not be deemed part of this Agreement,
and in no way will define, limit, extend, or describe the scope or intent of
any provisions hereof.


 


(c)                                          Whenever the context may require, any pronoun
used in this Agreement will include the corresponding masculine or neuter
forms, and the singular form of nouns, pronouns, and verbs will include the
plural and vice versa.


 


(d)                                         The parties will execute all documents, provide
all information, and take or refrain from taking all actions as may be
reasonably necessary or appropriate to achieve the purposes of this Agreement.


 


(e)                                          This Agreement will be binding upon and inure to
the benefit of the parties hereto, their representatives and permitted
successors and assigns.  Except for the
provisions of Section 6 of this Agreement, which are intended to benefit
the Company’s affiliates as third party beneficiaries, or as otherwise
expressly provided in this Agreement, nothing in this Agreement, express or
implied, is intended to confer upon any person other than the parties to this
Agreement, their respective representatives and permitted successors and
assigns, any rights, remedies or obligations under or by reason of this
Agreement.


 


(f)                                            This Agreement, and the Employment Agreement
which is ratified herein, constitute the entire agreement among the parties
hereto pertaining to the specific subject matter hereof.


 


	
  s/ J.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Marinelli

  	
  Company

  



 


6
















 


(g)                                         None
of the provisions of this Agreement will be for the benefit of or enforceable
by any creditors of the parties, except as otherwise expressly provided herein.


 


(h)                                         No failure by any party to insist upon the strict
performance of any covenant, duty, agreement, or condition of this Agreement or
to exercise any right or remedy consequent upon a breach thereof will
constitute waiver of any such breach or any other covenant, duty, agreement, or
condition.


 


(i)                                             This Agreement may be executed in telecopy format
and/or in counterparts, all of which together will constitute one agreement
binding on all the parties hereto, notwithstanding that all such parties are
not signatories to the original or the same counterpart.


 


(j)                                             THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF GEORGIA, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW.


 


(k)                                          All claims, disputes, and controversies arising
out of or relating to this Agreement or the performance, breach, validity,
interpretation, application, or enforcement hereof, including any claims for
equitable relief or claims based on contract, tort, statute, or any alleged breach,
default, or misrepresentation in connection with any of the provisions hereof,
will be resolved by binding arbitration. 
Provided, however, an aggrieved party may petition a federal or state
court of competent jurisdiction in Dekalb County, Georgia for interim
injunctive or other equitable relief to preserve the status  quo
until arbitration can be completed in the event of an alleged breach of
Section 6 of this Agreement.  A
party may initiate arbitration by sending written notice of its intention to arbitrate
to the other party and to the American Arbitration Association (“AAA”)
office located in Dekalb, Georgia (the “Arbitration Notice”).  The Arbitration Notice will contain a
description of the dispute and the remedy sought.  The arbitration will be conducted at the
offices of the AAA in Dekalb, Georgia before an independent and impartial
arbitrator who is selected by mutual agreement, or, in the absence of such
agreement, before three independent and impartial arbitrators, of whom each
party will appoint one, with the third being chosen by the two appointed by the
parties.  In no event may the demand for
arbitration be made after the date when the institution of a legal or equitable
proceeding based on such claim, dispute, or other matter in question would be
barred by the applicable statute of limitations.  The arbitration and any discovery conducted
in connection therewith will be conducted in accordance with the Commercial
Rules of arbitration and procedures established by AAA in effect at the time of
the arbitration (the “AAA Rules”); provided, however, that the parties
will have the right to exchange at least one set of written discovery requests
in accordance with the Federal Rules of Civil Procedure, and each party will
have the right to take at least two depositions.  The decision of the arbitrator(s) will be
final and binding on all parties and their successors and permitted
assignees.  The judgment upon the award
rendered by the arbitrator(s) may be entered by any court having jurisdiction
thereof.  The arbitrator(s) will be
selected no later than 30 days after the date of the Arbitration Notice.  The arbitrator(s) will render a decision no
later than 30 days after the close of the hearing, in accordance with AAA
Rules, and the arbitrator’s decision will include an award of costs (including
attorneys’ fees to the prevailing party).


 


	
  s/ J.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Marinelli

  	
  Company

  



 


7
















 


(l)                                             If any provision of this Agreement is declared or
found to be illegal, unenforceable, or void, in whole or in part, then the
parties will be relieved of all obligations arising under such provision, but
only to the extent that it is illegal, unenforceable, or void, it being the
intent and agreement of the parties that this Agreement will be deemed amended
by modifying such provision to the extent necessary to make it legal and
enforceable while preserving its intent or, if that is not possible, by
substituting therefore another provision that is legal and enforceable and achieves
the same objectives.


 


(m)                                       No supplement, modification, or amendment of this agreement or waiver of
any provision of this Agreement will be binding unless executed in writing by
all parties to this Agreement.  No waiver
of any of the provisions of this Agreement will be deemed or will constitute a
waiver of any other provision of this Agreement (regardless of whether
similar), nor will any such waiver constitute a continuing wavier unless
otherwise expressly provided.


 


(n)                                         Employee acknowledges and agrees that the Company
and the Parent would be irreparably harmed by any violation of Employee’s
obligations under Section 6 hereof and that, in addition to all other
rights or remedies available at law or in equity, the Company and the Parent
will be entitled to injunctive and other equitable relief to prevent or enjoin
any such violation.  The provisions of
Section 6 hereof will survive any termination of this Agreement, in
accordance with their terms.


 


(o)                                         No party may assign this Agreement or any rights
or benefits thereunder without the written consent of the other parties to this
Agreement.


 


(p)                                         Death of Employee:  In the event Employee should die before all
of the payments referred to in Sections 3, 4, and 5 are paid, the Company shall
continue to make payments to the Employee’s spouse, or if the Employee’s spouse
predeceases Employee, to the Employee’s estate.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT
BLANK.]


 


	
  s/ J.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Marinelli

  	
  Company

  



 


8
















 


EXECUTED as of the date first
above written.


 


	
   

  	
  AEGIS COMMUNICATIONS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herman M. Schwarz

  	
   

  
	
   

  	
  Name:

  	
  Herman M. Schwarz

  	
   

  
	
   

  	
  Title:

  	
  President & CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADVANCED TELEMARKETING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herman M. Schwarz

  	
   

  
	
   

  	
  Name: 

  	
  Herman M. Schwarz

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IQI, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herman M. Schwarz

  	
   

  
	
   

  	
  Name: 

  	
  Herman M. Schwarz

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Joseph Marinelli

  	
   

  
	
   

  	
  Joseph Marinelli

  
								



 


9
















 


EXHIBIT
A


 


EMPLOYMENT
AGREEMENT


 


See attached.


 
















 


EXHIBIT
B


 


RECONFIRMATION
AND ACKNOWLEDGEMENT OF MUTUAL RELEASES


 


This
Reconfirmation and Acknowledgement of Mutual Releases (“Agreement”) is
made and entered into as of April 15, 2004 (the “Execution Date”), by
and among Aegis Communications Group, Inc., a Delaware Corporation (the “Parent”),
Advanced Telemarketing Corporation, a Nevada corporation (“ATC”), IQI,
Inc., a New York corporation (“IQI”) (together, Parent, ATC, and IQI are
referred to as the “Company”), and Joseph Marinelli (“Marinelli” or “Employee”).


 


RECITALS


 


Whereas,
Employee was formerly employed by the Company and had entered into an
Employment Agreement with the Company dated as of August 28, 2000  (the
“Employment Agreement”).


 


Whereas, Employee
has tendered his resignation, and the Company has accepted such resignation,
for all positions in which Employee was employed by the Company including as
Executive Vice President-Field Operations, pursuant to a Separation Agreement
and General Release with the Company dated as of March 31, 2004 (the “Separation
Agreement”);


 


Whereas,
Employee agreed to execute this Agreement pursuant to the Separation Agreement;
and


 


Whereas, the
parties desire to provide for an orderly transition and termination of the
employment relationship and to settle fully and finally, in the manner set
forth herein, any and all existing or potential claims and controversies
arising out of the relationship between Employee and the Company.


 


Now, therefore,
in consideration of the mutual acts and promises described and agreed to be
performed herein, Employee and the Company agree as follows:


 


1.                                       Complete
Releases.


 


(a) In
consideration of the promises made in this Agreement, Employee RELEASES,
ACQUITS, and FOREVER DISCHARGES the Company and each of its past and present
parents, subsidiaries, affiliates, shareholders, directors, officers,
attorneys, accountants, agents, employees, and representatives, from ANY and
ALL causes of action, claims, and damages, including attorney’s fees, Employee
may have against the Company which could have arisen out of Employee’s
employment or separation from employment with the Company or his service as an
officer or director of the Company or any other matter related to his
association with the Company, including the Employment Agreement and any
compensation due thereunder, whether known or unknown, existing as of the
Execution Date.  Other than the monetary
payments the Company agrees to make to Employee pursuant to the terms of the
Separation Agreement, the Employee agrees that the Company does not owe
Employee any other monetary payments, including compensation for employment by
the Company such as salary, bonus, or


 


	
  s/ J.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Marinelli

  	
  Company

  



 


1
















 


otherwise.  Employee hereby irrevocably, unconditionally,
and fully releases, acquits, and forever discharges the Company, and its
respective officers, directors, partners, shareholders, employees, attorneys,
and agents, past and present, from any and all charges, complaints, claims,
liabilities, obligations, costs, losses, debts, and expenses (including
attorney’s fees and costs actually incurred), of any nature whatsoever
(excluding any felonious acts) known or unknown, suspected or unsuspected,
including without limitation any rights arising out of alleged violations of
any contract, express or implied, written or verbal, any covenant of good faith
and fair dealing, express or implied, any tort, any legal restrictions on the
right of the Company to terminate, discipline, or otherwise manage employees or
any federal, state, or other governmental statute, regulation, or
ordinance.  Notwithstanding the
foregoing, nothing herein will constitute a release of the Company from causes
of action, claims or damages, including attorney’s fees, which may arise from
acts or omissions by the Company after the Execution Date or in contravention
of the Separation Agreement.


 


(1) These
releases and waivers include, but are not limited to, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, The Age Discrimination in Employment
Act, the Employee Retirement Income Security Act of 1974, the Americans with
Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the False
Claims Act, the Civil Rights Act of 1866, the Fair Labor Standards Act, the
Occupational Safety and Health Act, the Family and Medical Leave Act, the Texas
Commission on Human Rights Act, the Texas Payday Law, the Texas Workers’
Compensation Act, any causes of action or claims arising under analogous state
laws or local ordinances or regulations, any common law principle or public
policy, including all suits in tort or contract, or under the Company’s
personnel policies or any contract of employment that may exist between
Employee and the Company.


 


(2) Employee
knowingly and voluntarily waives any existing rights he may have pursuant to
the Age Discrimination in Employment Act of 1967 and the Older Workers Benefit
Protection Act.  Further, Employee
acknowledges the receipt of good and valuable consideration set forth in this
Agreement in exchange for this waiver of potential claims in addition to
anything of value to which Employee is already entitled, including specifically
mutual releases.  Employee does not waive
any claims that arise after the date of execution of this Agreement.  Employee is advised to consult with an
attorney prior to executing this Agreement. 
Employee is given at least 21 days after being presented with this
Agreement in which to consider it, and an additional 7 days after he signs in
which to revoke it.


 


(b) In
consideration of the promises made in this Agreement, the Company RELEASES,
ACQUITS, and FOREVER DISCHARGES Employee from ANY and ALL causes of action,
claims and damages, including attorney’s fees, the Company may have against
Employee which could have arisen out of Employee’s employment or separation
from employment with the Company or his service as an officer or director of
the Company or any other matter related to his association with the Company,
including the Employment Agreement and any compensation due thereunder, whether
known or unknown, existing as of the Execution Date.  The Company hereby irrevocably,
unconditionally, and fully releases, acquits, and forever discharges Employee from
any and all charges, complaints, claims, liabilities, obligations, costs,
losses, debts and expenses (including attorney’s fees and costs actually
incurred), of any nature whatsoever (excluding any felonious acts) known or
unknown, suspected or unsuspected, including without


 


	
  s/ J.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Marinelli

  	
  Company

  



 


2
















 


limitation any rights arising out
of alleged violations of any contract, express or implied, written or verbal,
any covenant of good faith and fair dealing, express or implied, any tort, or
any federal, state or other governmental statute, regulation, or
ordinance.  Notwithstanding the
foregoing, nothing herein will constitute a release of Employee from causes of
action, claims, or damages, including attorney’s fees, which may arise from
acts or omissions of Employee after the Execution Date or in contravention of
the Separation Agreement.


 


(c) It is
expressly agreed and understood by Employee and the Company that this Agreement
Section 1(a)-(d) constitutes a general release.


 


(d) The
Company will indemnify and hold harmless the Employee in respect of acts or
omissions as a director, officer, employee, or consultant occurring up to and
including the Execution Date to the same extent and with the same limitations
as if he was an officer of the Company to the fullest extent permitted by the
Texas Business Corporation Act, as amended, and the Company’s articles of
incorporation and bylaws in effect on the date of this Agreement, and will
indemnify and hold harmless the Employee in respect of any claims, liabilities,
obligations, or expenses in respect of or relating to this Agreement and the
transactions contemplated hereby.


 


2.                                       Miscellaneous.


 


(a)                                  All capitalized terms not otherwise defined herein have the meanings
assigned to them in the Separation Agreement.


 


(b)                                 All section titles and captions in this Agreement are for
convenience only, will not be deemed part of this Agreement, and in no way will
define, limit, extend, or describe the scope or intent of any provisions
hereof.


 


(c)                                  Whenever the context may require, any pronoun used in this Agreement will
include the corresponding masculine or neuter forms, and the singular form of
nouns, pronouns, and verbs will include the plural and vice versa.


 


(d)                                 The parties will execute all documents, provide all information, and take
or refrain from taking all actions as may be reasonably necessary or
appropriate to achieve the purposes of this Agreement.


 


(e)                                  This Agreement will be binding upon and inure to the benefit of the
parties hereto, their representatives and permitted successors and assigns.


 


(f)                                    None of the provisions of this Agreement will be for the benefit
of or enforceable by any creditors of the parties, except as otherwise
expressly provided herein.


 


(g)                                 No failure by any party to insist upon the strict performance of any
covenant, duty, agreement, or condition of this Agreement or to exercise any
right or remedy consequent upon a breach thereof will constitute waiver of any
such breach or any other covenant, duty, agreement, or condition.


 


(h)                                 This Agreement may be executed in telecopy format and/or in counterparts,
all of


 


	
  s/ J.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Marinelli

  	
  Company

  



 


3
















 


which together will constitute one agreement binding on all the parties
hereto, notwithstanding that all such parties are not signatories to the
original or the same counterpart.


 


(i)                                             THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF GEORGIA, WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW.


 


(j)                                             All claims, disputes, and controversies arising
out of or relating to this Agreement or the performance, breach, validity,
interpretation, application, or enforcement hereof, including any claims for
equitable relief or claims based on contract, tort, statute, or any alleged
breach, default, or misrepresentation in connection with any of the provisions
hereof, will be resolved by binding arbitration.  Provided, however, an aggrieved party may petition
a federal or state court of competent jurisdiction in Dekalb County, Georgia
for interim injunctive or other equitable relief to preserve the status  quo
until arbitration can be completed in the event of an alleged breach of
Section 1 of this Agreement.  A
party may initiate arbitration by sending written notice of its intention to
arbitrate to the other party and to the American Arbitration Association (“AAA”)
office located in Atlanta, Georgia (the “Arbitration Notice”).  The Arbitration Notice will contain a
description of the dispute and the remedy sought.  The arbitration will be conducted at the
offices of the AAA in Atlanta, Georgia before an independent and impartial
arbitrator who is selected by mutual agreement, or, in the absence of such agreement,
before three independent and impartial arbitrators, of whom each party will
appoint one, with the third being chosen by the two appointed by the
parties.  In no event may the demand for
arbitration be made after the date when the institution of a legal or equitable
proceeding based on such claim, dispute, or other matter in question would be
barred by the applicable statute of limitations.  The arbitration and any discovery conducted
in connection therewith will be conducted in accordance with the Commercial
Rules of arbitration and procedures established by AAA in effect at the time of
the arbitration (the “AAA Rules”); provided, however, that the parties
will have the right to exchange at least one set of written discovery requests
in accordance with the Federal Rules of Civil Procedure, and each party will
have the right to take at least two depositions.  The decision of the arbitrator(s) will be
final and binding on all parties and their successors and permitted
assignees.  The judgment upon the award
rendered by the arbitrator(s) may be entered by any court having jurisdiction
thereof.  The arbitrator(s) will be
selected no later than 30 days after the date of the Arbitration Notice.  The arbitrator(s) will render a decision no
later than 30 days after the close of the hearing, in accordance with AAA
Rules, and the arbitrator’s decision will include an award of costs (including
attorney’s fees) to the prevailing party.


 


(k)                                          If any provision of this Agreement is declared or
found to be illegal, unenforceable, or void, in whole or in part, then the
parties will be relieved of all obligations arising under such provision, but
only to the extent that it is illegal, unenforceable or void, it being the
intent and agreement of the parties that this Agreement will be deemed amended
by modifying such provision to the extent necessary to make it legal and
enforceable while preserving its intent or, if that is not possible, by
substituting therefore another provision that is legal and enforceable and
achieves the same objectives.


 


(l)                                             No supplement, modification or amendment of this
agreement or waiver of any provision of this Agreement will be binding unless
executed in writing by all parties to this


 


	
  s/ J.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Marinelli

  	
  Company

  



 


4
















 


Agreement.  No waiver of any of the
provisions of this Agreement will be deemed or will constitute a waiver of any
other provision of this Agreement (regardless of whether similar), nor will any
such waiver constitute a continuing wavier unless otherwise expressly provided.


 


(m)                                       No party may assign this Agreement or any rights or benefits thereunder
without the written consent of the other parties to this Agreement.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT
BLANK.]


 


	
  s/ J.M.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Marinelli

  	
  Company

  



 


5
















 


EXECUTED as of the date first
above written.


 


	
   

  	
  AEGIS COMMUNICATIONS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herman M. Schwarz

  	
   

  
	
   

  	
  Name: 

  	
  Herman M. Schwarz

  	
   

  
	
   

  	
  Title:

  	
  President & CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADVANCED TELEMARKETING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herman M. Schwarz

  	
   

  
	
   

  	
  Name:

  	
  Herman M. Schwarz

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IQI, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herman M. Schwarz

  	
   

  
	
   

  	
  Name:

  	
  Herman M. Schwarz

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Joseph Marinelli

  	
   

  
	
   

  	
  Joseph Marinelli