Exhibit 10.20


 


SEPARATION AGREEMENT AND GENERAL RELEASE


 


This
Separation Agreement and General Release (“Agreement”) is made and
entered into as of April 4, 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 Herman M. Schwarz (“Schwarz”
or “Employee”).


 


RECITALS


 


Whereas,
Employee is presently employed by the Company and serves as President, Chief
Executive Officer, and Director and has entered into an Employment Agreement
with the Company dated as of July 17, 2001, 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 immediately with respect to Employee’s position as President and for
all other positions within 30 days from the Execution Date, unless otherwise
requested by the Parent pursuant to the terms of this Agreement.


 


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 President of the Company and its subsidiaries and affiliates
effective immediately and hereby agrees to tender his resignation from all other
positions that he holds with the Company and its subsidiaries and affiliates,
including without limitation his positions as Chief Executive Officer, and
Director, 30 days from the Execution Date (the “Resignation Date”).  However, notwithstanding the foregoing, if
requested in the discretion of the Board of Directors of the Parent prior to
the expiration of 30 days after the Execution Date, Employee agrees to tender
his resignation from all positions that he holds with the Company and its
subsidiaries and affiliates, including without limitation his positions as
Chief Executive Officer and Director, on the date requested by the Board of
Directors of the Parent upon two days prior notice to Employee (the “Revised
Resignation Date”).


 


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 as of the later of the Resignation Date or the
Revised Resignation Date, if any. 
Except as otherwise expressly provided for herein, as of the later of
the Resignation Date or the Revised Resignation Date, if any, Employee will
cease to accrue any rights under any pension or


 


	
  /s/ H.M.S.

  	
   

  	
  /s/ J.S.B.

  	
   

  
	
  Schwarz

  	
  Company

  



 


1

















 


compensation plan of the
Company (including without limitation any stock option plan, grant or
agreement).


 


3.             Payment of Wages and Earned
Benefits.  On or before the later of
the Resignation Date or the Revised 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 $300,000.00 through thirty days after
the Execution Date, 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 later of the Resignation Date or the Revised Resignation Date, if
any.  Any reimbursable expenses incurred
during Employee’s employment with the Company through the later of the
Resignation Date or the Revised 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
$300,000 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)           $75,000 on or before April 30, 2004;


 


(2)           $65,000 on or before May 30, 2004;


 


(3)           $60,000 on or before June 30, 2004;


 


(4)           $50,000 on or before July 30, 2004;


 


(5)           $50,000 on or before August 30, 2004;
and


 


(6)           $100,000 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), less $15,000 for each month
prior to September 30, 2004 in which the accelerated payment 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, less $15,000 for each month prior to September 30, 2004 in
which the accelerated payment is paid: (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);


 


	
  /s/ H.M.S.

  	
   

  	
  /s/ J.S.B.

  	
   

  
	
  Schwarz

  	
  Company

  



 


2

















 


(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)
Notwithstanding anything to the contrary in the preceding Section 4(a), the Company
warrants and represents that it will not make any payments on the DB/Essar
notes prior to making the bonus payments set out in the preceding Section 4(a).


 


(e) If the
Company defaults on any of the payments or provisions set out in the preceding
paragraphs 4(a) and (b), the Company and the guarantors shall be liable to
Employee for a late fee in an amount equal to 0.25% of the principal amount due
for each day that the payment(s) is not paid. 
The Company and the guarantors also shall be liable to Employee for the
collection costs, including reasonable attorneys’ fees, incurred by Employee to
enforce this provision.


 


5.             Severance Payments.  In consideration of this Agreement, the
Parent agrees to pay Employee twelve months salary as severance compensation in
the amount of $300,000.00, 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 or the Revised
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 in the form 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 President, Chief Executive Officer, and Director.


 


6.             Retention of Property and Access
to E-Mail and Voicemail.


 


(a) The
Company agrees that the laptop computer, cellular telephone and blackberry
provided to Employee shall be the property of Employee.  Between the date of this Agreement and the
later of the Resignation Date or the Revised Resignation Date, if any, Employee
agrees to back-up all Company data (i.e., all information that is not solely
personal to employee) on the laptop and deliver a copy of the data to the
Company.  The Company further agrees
that for a period of six months after the Resignation Date or the Revised
Resignation Date, if any, Employee shall have continued access and control of
his current voicemail addresses, and the Company will forward Employee at a
personal e-mail address to be provided by Employee, copies of all e-mails sent
to Employee at his current e-mail addresses. 
For a period of 60 days


 


	
  /s/ H.M.S.

  	
   

  	
  /s/ J.S.B.

  	
   

  
	
  Schwarz

  	
  Company

  



 


3

















 


after the Resignation Date or
the Revised Resignation Date, if any, the Company will maintain service for
Employee’s cellular telephone as provided immediately prior to the Resignation
Date.


 


(b) Employee
acknowledges that Employee has learned and will learn Confidential Company
Information relating to the business conducted and to be conducted by the
Company, the Parent, their subsidiaries and affiliates.  Employee agrees that he will not disclose or
use or authorize any third party to disclose or use any Confidential Company
Information.  As used in this Section 6,
“Confidential Company Information” will mean information regarding the Company,
the Parent, or their subsidiaries or affiliates, available to Employee or
disclosed to or known to Employee as a direct or indirect consequence of or
through his retention of the laptop computer, cellular telephone, and
blackberry and access to voicemail addresses and e-mails, as contemplated by
the preceding Section 6(a).


 


7.             Ratification of
Employment Agreement.


 


(a) Employee acknowledges, confirms, and ratifies his Employment
Agreement dated July 17, 2001, 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
7(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.


 


  8.           Mutual Press Release and Non-Disparagement.  Upon the Resignation Date or Revised
Resignation Date, if any, the Company will issue a press release regarding
Employee’s resignation in a form mutually agreed to in advance by the Company
and Employee.  Employee and the Company
(defined for purposes of this Section 8 to include only directors, senior
management, officers, and consultants) warrant and represent:  (a) that the will not make any publice or
private statement regarding the termination of Employee’s relationship with the
Company that is materially inconsistent with the agreed upon press release; and
(b) that they will not make disparaging comments regarding each other to any
other person or public or private entity.


 


9.             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,


 


	
  /s/ H.M.S.

  	
   

  	
  /s/ J.S.B.

  	
   

  
	
  Schwarz

  	
  Company

  



 


4

















 


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, 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 (and each of its past and present parents, subsidiaries, affiliates,
shareholders, directors, officers, attorneys, consultants, accountants, agents,
employees, and representatives) RELEASE, ACQUIT, and


 


	
  /s/ H.M.S.

  	
   

  	
  /s/ J.S.B.

  	
   

  
	
  Schwarz

  	
  Company

  



 


5

















 


FOREVER DISCHARGE 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 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, 8 (through the date on
which the mutual release is executed) and 11 of this Agreement.


 


(d) It is expressly agreed and understood by Employee and the Company
that this Agreement Section 9(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.


 


10.           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.


 


11.           Ongoing
Cooperation.


 


(a)  Notwithstanding any other
provision of this Agreement Employee agrees to provide his reasonable cooperation
and make himself reasonably available to the Company, but only to the extent
that such cooperation and availability will not interfere with Employee’s other


 


	
  /s/ H.M.S.

  	
   

  	
  /s/ J.S.B.

  	
   

  
	
  Schwarz

  	
  Company

  



 


6

















 


employment or personal
obligations, 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 President, Chief Executive Officer, or
Director of the Company, including the AllServe, Beggi and Stremke litigation
and the Company’s defense thereof and response thereto.  In consideration for such cooperation, the
Company agrees to indemnify and reimburse Employee for all expenses incurred in
connection with his cooperation (e.g., travel expenses) (but not including
attorney’s fees).


 


(b)  The Parties acknowledge
that Employee has played a key role in the solicitation of a contract with
Virgin Mobile, and that the Company would not be able to finalize said contract
without the support and cooperation of Employee.  Therefore, the Company agrees that if a contract is signed with
Virgin Mobile or a subsidiary or an affiliate within twelve months of the date
of the execution of this Agreement, the Company will pay Employee $50,000 in
consideration for his assistance in securing said contract within six months of
the date of the execution of said contract.


 


12.           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


Telecopy number:  (972) 830-1804


 


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:


 


Herman M. Schwarz


1706
Brandywine Drive


Atlanta,
Georgia  30338


Telecopy number:


 


	
  /s/ H.M.S.

  	
   

  	
  /s/ J.S.B.

  	
   

  
	
  Schwarz

  	
  Company

  



 


7

















 


With a copy
to:


 


Craig M.
Frankel


Frankel &
Associates, LLC


The Grand,
Suite 2840


75 Fourteenth
Street, N.E.


Atlanta,
Georgia  30309


Telecopy
number:  (404) 888-3731


 


]


 


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 and 7
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.


 


(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


 


	
  /s/ H.M.S.

  	
   

  	
  /s/ J.S.B.

  	
   

  
	
  Schwarz

  	
  Company

  



 


8

















 


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 or 7 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 attorneys’ fees to the prevailing party).


 


(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 therefor 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


 


	
  /s/ H.M.S.

  	
   

  	
  /s/ J.S.B.

  	
   

  
	
  Schwarz

  	
  Company

  



 


9

















 


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 or 7 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 and 7 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)              The
persons executing this Agreement warrant and represent that they have the
authority, standing and capacity to execute this Agreement on behalf of all
entities named to this Agreement.


 


(q)              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/ H.M.S.

  	
   

  	
  /s/ J.S.B.

  	
   

  
	
  Schwarz

  	
  Company

  



 


10

















 


EXECUTED as of the date first above written.


 


 


	
   

  	
  AEGIS COMMUNICATIONS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Scot Brunke

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADVANCED TELEMARKETING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Scot Brunke

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IQI, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Scot Brunke

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Herman
  M. Schwarz

  	
   

  
	
   

  	
  Herman M. Schwarz

  
								



 


11

















 


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
             
     , 20       (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
Herman M. Schwarz (“Schwarz” or “Employee”).


 


RECITALS


 


Whereas,
Employee was formerly employed by the Company and had entered into an
Employment Agreement with the Company dated as of July 17, 2001  (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 President, Chief Executive Officer, and Director, pursuant to a
Separation Agreement and General Release with the Company dated as of
                         
    , 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


 


	
  /s/ H.M.S.

  	
   

  	
  /s/ J.S.B.

  	
   

  
	
  Schwarz

  	
  Company

  



 


1

















 


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,
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 (and each of its past and present parents, subsidiaries, affiliates,
shareholders, directors, officers, attorneys, consultants, accountants, agents,
employees, and representatives) RELEASE, ACQUIT, and FOREVER DISCHARGE 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


 


	
  /s/ H.M.S.

  	
   

  	
  /s/ J.S.B.

  	
   

  
	
  Schwarz

  	
  Company

  



 


2

















 


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 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,


 


	
  /s/ H.M.S.

  	
   

  	
  /s/ J.S.B.

  	
   

  
	
  Schwarz

  	
  Company

  



 


3

















 


agreement,
or condition.


 


(h)              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.


 


(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 shall 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 therefor another provision that is legal and enforceable and
achieves the same objectives.


 


	
  /s/ H.M.S.

  	
   

  	
  /s/ J.S.B.

  	
   

  
	
  Schwarz

  	
  Company

  



 


4

















 


(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 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.


 


(n)              The
persons executing this Agreement warrant and represent that they have the
authority, standing and capacity to execute this Agreement on behalf of all
entities named to this Agreement.


 


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


 


	
  /s/ H.M.S.

  	
   

  	
  /s/ J.S.B.

  	
   

  
	
  Schwarz

  	
  Company

  



 


5

















 


EXECUTED as of the date first above written.


 


	
   

  	
  AEGIS COMMUNICATIONS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Scot Brunke

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADVANCED TELEMARKETING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Scot Brunke

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IQI, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Scot Brunke

  	
   

  
	
   

  	
  Name: 

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Herman M. Schwarz

  	
   

  
	
   

  	
  Herman M. Schwarz

  
								



 


6