Exhibit 10.21


 


[Aegis Communications Group, Inc. 
Letterhead]


 


April 1, 2004


 


 


Lee O. Waters


Executive Vice President
Client/Market Development


Aegis Communications
Group, Inc.


 


Re:                               2003
Bonus


 


Dear Lee:


 


Please review
the following terms relating to payment of your 2003 bonus.  If you find these terms acceptable, please
sign below.  By signing below, you
acknowledge that this Agreement supersedes any and all prior agreements as they
may relate to payment of your 2003 bonus including your Employment Agreement.  Except as changed herein, your Employment
Agreement remains in full force and affect and is not otherwise modified,
amended, or supplemented.


 


1.             2003 Bonus. (a) The Company
acknowledges that Employee has earned a 2003 bonus in the amount of $178,125,
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)           $31,468.75 on or before April 30,
2004;


 


(2)           $31,468.75 on or before May 31, 2004;


 


(3)           $31,468.75 on or before June 30,
2004;


 


(4)           $31,468.75 on or before July 30,
2004;


 


(5)           $31,468.75 on or before August 30,
2004; and


 


(6)           $31,468.75 on or before September 30,
2004.


 


(b)           Notwithstanding anything to the
contrary in the preceding Section 1(a), the Company may choose prior to
September 30, 2004 to accelerate the payment of the six payments set out in the
preceding Section 1(a).  If the total
bonus is paid before the six (6) months is complete, the $188,812.50 total will
be reduced $1,781.25 for each full month early the full amount is paid.


 

















 


(c)           Notwithstanding anything to the
contrary in the preceding Section 1(a), if any of the following events occur
prior to September 30, 2004, then the six payments set out in the preceding
Section 1(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 1(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 1(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 payment within that three days.


 


 


	
   

  	
  Best regards,

  
	
   

  	
   

  
	
   

  	
  Aegis Communications
  Group, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herman
  M. Schwarz

  
	
   

  	
  Name:

  	
  Herman M.
  Schwarz

  
	
   

  	
  Title: 

  	
  President

  
	
   

  
	
   

  
	
  AGREED AND
  ACCEPTED this 1st

  day of April 2004.

  
	
   

  
	
   

  
	
  /s/ Lee O.
  Waters

  	
   

  	
   

  
	
  Lee O.
  Waters