Exhibit 10.18


 


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 Thomas P.G. Franklin (“Franklin” or “Employee”).


 


RECITALS


 


Whereas, Employee is presently employed by the Company and serves as
Executive Vice President-Administration and has entered into an Employment
Agreement with the Company dated as of November 6, 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 8, 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-Administration of the Company and its
subsidiaries and affiliates effective April 8, 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 8,
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 8, 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/ T.F.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Franklin

  	
  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)                                  $29,812.50
on or before August 30, 2004; and


 


(6)                                  $29,812.50
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 payment
within that three days.


 


	
  /s/ T.F.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Franklin

  	
  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-Administration.


 


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/ T.F.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Franklin

  	
  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/ T.F.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Franklin

  	
  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-Administration 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/ T.F.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Franklin

  	
  Company

  



 


5

















 


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:


 


Thomas P.G. Franklin


5119 Sapphire Drive


Marietta, Georgia 30068


Phone: (770) 594-3295


 


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.


 


(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,


 


	
  /s/ T.F.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Franklin

  	
  Company

  



 


6

















 


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).


 


(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


 


	
  /s/ T.F.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Franklin

  	
  Company

  



 


7

















 


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 he Employees spouse predeceases
Employee, to the Employee’s estate.


 


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


 


	
  /s/ T.F.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Franklin

  	
  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

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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/ Thomas P.G. Franklin

  	
   

  
	
   

  	
  Thomas P.G. Franklin

  
								



 


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
          
   , 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 Thomas P.G. Franklin (“Franklin” or “Employee”).


 


RECITALS


 


Whereas, Employee was formerly employed by the Company and had entered
into an Employment Agreement with the Company dated as of November 6, 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-Administration, 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/ T.F.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Franklin

  	
  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/ T.F.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Franklin

  	
  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/ T.F.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Franklin

  	
  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/ T.F.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Franklin

  	
  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/ T.F.

  	
   

  	
  /s/ H.M.S.

  	
   

  
	
  Franklin

  	
  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/ Thomas P.G. Franklin

  	
   

  
	
   

  	
  Thomas P.G. Franklin