AEGIS COMMUNICATIONS GROUP INC
EX 10.43
<DOCUMENT>
<TYPE>EX-10.43
<SEQUENCE>4
<FILENAME>ex-10_43.txt
<DESCRIPTION>EX 10.43
<TEXT>

<PAGE>

                         SECOND AMENDED PLEDGE AGREEMENT

         THIS SECOND AMENDED PLEDGE AGREEMENT (this "Amendment") is made and
entered into as of the ___ day of May, 2000, by and among MICHAEL G. SANTRY
having an address of 5950 Berkshire Lane, Ste. 1650, Dallas, Texas 75225 (the
"Pledgor"), and AEGIS COMMUNICATIONS GROUP, INC., a Delaware corporation
having an address of 7880 Bent Branch Drive, Ste. 150, Irving, Texas 75063
(together with all successors and assigns, the "Lender").

                                    RECITALS

         WHEREAS, the Pledgor previously borrowed $3,661,505.39 from Lender
(formerly known as ATC Communications Group, Inc.) (the "Loan") evidenced by a
Promissory Note dated September 16, 1997 made by the Pledgor and payable to
Lender in the principal amount of $3,661,505.39 (the "Note"), as amended by
that certain Letter Agreement dated April 7, 1997;

         WHEREAS, the Pledgor previously agreed to pledge shares of the
Lender's common stock as collateral security for the repayment of the Loan so
that both the Pledgor and the Lender entered into that certain Stock Pledge
Agreement dated as of April 7, 1997 (the "Agreement");

         WHEREAS, the Pledgor repaid approximately half of the principal under
the Note in July 1998 and the Note has previously been amended to reflect such
payment and other changes in the Note.

         WHEREAS, the Lender and the Pledgor amended and restated the Note as
of April 30, 1999 ("The Amended and Restated Note") and in connection
therewith amended the pledge agreement to reflect changes to the Note
("Amended Pledge Agreement").

         WHEREAS, Lender and the Pledgor are amending The Amended and Restated
Note as of the date hereof, and in connection with that amendment, are
amending the Amended Pledge Agreement to reflect changes in The Amended and
Restated Note;

         NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Pledgor and Lender, intending to be legally bound,
hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         Section 1.01. DEFINITIONS. Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meanings as in
the Agreement, as amended hereby.

<PAGE>

                                   ARTICLE II
                                   AMENDMENTS

         Section 2.01. AMENDMENT OF SECTION 1 OF THE AGREEMENT GRANT OF
SECURITY INTERESTS. Effective as of the date hereof Section 1 of the Agreement
is hereby deleted in its entirety and the following is inserted in lieu
thereof:

Section 1.    GRANT OF SECURITY INTERESTS.

       (a)    The Pledgor hereby pledges, assigns, transfers and delivers to
Lender and grants to Lender a continuing security interest in all shares of
Common Stock, par value $.01 per share, of Lender which the Pledgor owns now
or over which the Pledgor in the future obtains legal beneficial ownership,
including without limitation shares of Lender common stock whether received or
not by the Pledgor upon the exercise of options to acquire shares of Lender
common stock which have been granted to the Pledgor on or prior to the date
hereof or which may be granted to Pledgor in the future, and the right itself
to exercise such options, together with the proceeds thereof and any other
property or money held hereunder or any part thereof (collectively, the
"Pledged Lender Stock"), all upon the terms and subject to the conditions set
forth herein. The Pledgor also hereby pledges, assigns, transfers and delivers
to the Lender, and grants to Lender a continuing security interest in that
note receivable dated January 1, 1999 owing Chartwell Partners, Ltd., a
partnership to the Pledgor, in the approximate principal amount of $515,500,
together with the proceeds thereof, all renewals, substitutions, modifications
and extensions thereof (the "Note Receivable") and Pledgor's limited
partnership interest in Chartwell Partners, Ltd., together with the proceeds
thereof, all renewals, substitutions, modifications and extensions thereof,
any other property or money held hereunder or any part thereof (the "Pledged
Chartwell Interest") (collectively, the Pledged Lender Stock, the Note
Receivable and the Pledged Chartwell interest, referred to as the ("Pledged
Assets"), all upon the terms and subject to the conditions set forth herein.
The Pledged Assets shall constitute security for the timely and full payment
of all amounts due and payable under the Loan.

         Section 2.02. AMENDMENT OF SECTION 2 OF THE AGREEMENT: PLEDGED STOCK
DELIVERY AND DOCUMENTATION. Effective as of the date hereof, Section 2 of the
Agreement is hereby deleted in its entirety and the following is inserted in
lieu thereof:

                 Section 2. PLEDGED LENDER STOCK AND PLEDGED CHARTWELL
INTEREST DELIVER AND DOCUMENTATION: RELEASE OF STOCK. The Pledgor promptly
shall deliver to Lender the original certificates representing the Pledged
Lender Stock and the Pledged Chartwell Interest (to the extent certificated)
all endorsed in blank (which endorsements shall be undated) or with an undated
stock assignment power endorsed in blank.

         Section 2.03. AMENDMENT OF SECTION 3 OF THE AGREEMENT: FURTHER
ASSURANCES. Effective as of the date hereof, Section 3 of the Agreement is
hereby deleted in its entirety and the following is inserted in lieu thereof:

                 Section 3. FURTHER ASSURANCES. The Pledgor agrees to do such
further acts and things and to execute and deliver such additional
documentation as Lender from time to time

<PAGE>

may reasonably request in connection with the administration or enforcement of
this Agreement, or to perfect Lender's security interest in the additional
collateral that constitutes the Pledged Assets under this Agreement, whether
related to the Pledged Lender Stock, the Notes Receivable or the Pledged
Chartwell Interest or any part thereof to evidence, confirm, perfect or
protect any security interest granted or required to have been granted
hereunder or in order better to assure and confirm unto Lender its rights,
powers and remedies hereunder.

         Section 2.04. AMENDMENT OF SECTION 4 OF THE AGREEMENT:
REPRESENTATIONS AND WARRANTIES. Effective as of the date hereof, Section 4 of
the Agreement is hereby deleted in its entirety and the following is inserted
in lieu thereof:

                 Section 4. REPRESENTATIONS AND WARRANTIES. To induce the
Lender to enter into this Agreement, the Pledgor represents and warrants to
the Lender that:

                 (a)      the execution, delivery and performance by him of
                          this Agreement (i) will not violate or be in conflict
                          with any applicable law (including, without
                          limitation, any applicable federal or state
                          securities or similar law) and (ii) will not violate,
                          be in conflict with, result in a breach of or
                          constitute, with the giving of notice, the passage of
                          time, or both, a default under any material
                          indenture, agreement or other instrument to which he
                          is a party or by which he or any of his properties or
                          assets is or may be bound or subject;

                 (b)      this Agreement constitutes the legal, valid and
                          binding obligation of the Pledgor, enforceable
                          against the Pledgor in accordance with its terms;

                 (c)      the Pledgor is the owner of the Pledged Assets and
                          none of the Pledged Assets is subject to any security
                          interest, lien or other encumbrance or any adverse
                          claim of any kind or nature whatsoever, except for
                          the security interest granted hereunder to Lender,
                          and any assignee of all or any portion of the Pledged
                          Assets is entitled to receive payments with respect
                          thereto without any defense, counterclaim, set-off,
                          abatement, reduction, recoupment or other claim of
                          any kind or nature whatsoever,

                 (d)      there are no actions, suits or proceedings (whether
                          or not purportedly on behalf of the Pledgor) pending
                          or threatened against the Pledgor and related to the
                          Pledged Assets or the Pledgor's equity interest
                          therein);

                 (e)      all consents or approvals, if any, required as a
                          condition precedent to or in connection with the due
                          and valid execution and delivery by the Pledgor of
                          this Agreement have been obtained;

                 (f)      the Pledged Lender Stock and the Pledged Chartwell
                          Interest may only be transferred under an effective
                          registration statement under the Securities Act of
                          1933, in compliance with Rule 144 of the rules and
                          regulations

<PAGE>

                          under such Act, or pursuant to any other applicable
                          exception under such Act.

                 (g)      the Pledgor is not engaged principally in, nor has as
                          one of his important activities, the business of
                          extending credit for the purpose of purchasing or
                          carrying any "margin stock" (within the meaning of
                          Regulations G, T, U and X of the Board of Governors
                          of the Federal Reserve System of the United States of
                          America, as amended to the date hereof) and, if
                          requested by Lender, the Pledgor will furnish to
                          Lender a statement on Federal Reserve Form (U-1); and

                 (h)      no part of the proceeds of the Loan will be used,
                          whether directly or indirectly, and whether
                          immediately, incidentally or ultimately (i) to
                          purchase or to carry margin stock or to extend credit
                          to others for the purpose of purchasing or carrying
                          margin stock, or to refund indebtedness originally
                          incurred for such purposes, or (ii) for any purpose
                          which violates or is inconsistent with the provisions
                          of Regulations G, T, U and X of the Board of
                          Governors of the Federal Reserve System.

                 (i)      The pledgor will not exercise option to purchase
                          shares of the common stock of the Company without the
                          prior written consent of the Company.

         Section 2.05. AMENDMENT OF SECTION 5 OF THE AGREEMENT: COVENANTS.
         Effective as of the date hereof, Section 5 of the Agreement is hereby
         in its entirety and the following is inserted in lieu thereof:

                 Section 5. COVENANTS. The Pledgor covenants and agrees that,
from the date hereof and until payment and performance in full of all amounts
due under the Loan, the Pledgor shall not sell, transfer or otherwise dispose
or agree to dispose of (other than by operation of law, as in the case of
Pledgor's death) all or any portion of the Pledged Assets, without first
obtaining the written consent of Lender to such sale, transfer or disposition;
shall not further pledge, assign or deliver a security interest in the Pledged
Assets, or amend, modify, supplement or waive any provisions of the Pledged
Assets; and shall not suffer or permit any lien or encumbrance to be created
upon or with respect to any of the Pledged Assets, except for the security
interest granted hereunder to Lender.

         Section 2.06. AMENDMENT OF SECTION 6 OF THE AGREEMENT. LITIGATION
RESPECTING PLEDGED STOCK. Effective as of the date hereof, Section 6 of the
Agreement is hereby deleted in its entirety and the following is inserted in
lieu thereof:

                 Section 6. LITIGATION RESPECTING PLEDGED ASSETS. In the event
any action, suit or other proceeding at law, in equity, in arbitration or
before any other authority relating to the Pledgor, the Pledged Assets, or the
Pledgor's equity interest therein is contemplated by the Pledgor or is
otherwise commenced, the Pledgor shall give the trustee immediate notice
thereof and shall furnish Lender with such indemnity as may reasonably be
requested by Lender.

<PAGE>

         Section 2.07. AMENDMENT OF SECTION 7 OF THE AGREEMENT: RIGHTS AND
DUTIES OF THE PLEDGOR WITH RESPECT TO THE PLEDGED STOCK. Effective as of the
date hereof, Section 7 of the Agreement is hereby deleted in its entirety and
the following is inserted in lieu thereof:

                 Section 7. RIGHTS AND DUTIES OF THE PLEDGOR WITH RESPECT TO
THE PLEDGED ASSETS. Subject to the provision of this Agreement and unless
there shall have occurred an Event of Default pursuant to the Note:

                 (a)      The Pledgor shall be entitled to exercise any and all
                          voting, waiver or consensual rights and powers
                          relating or pertaining to the Pledged Assets or any
                          part thereof for any purpose not inconsistent with
                          the terms of this Agreement.

                 (b)      The Pledgor shall be entitled to receive and retain
                          any and all cash dividends payable on the Pledged
                          Lender Stock and the Pledged Chartwell Interest, but
                          any and all stock or liquidating dividends or other
                          distributions of cash or other assets or properties
                          made on, in respect of, upon, in redemption of, in
                          exchange for or in payment of principal of the
                          Pledged Lender Stock or the Pledged Chartwell
                          Interest (whether resulting from a subdivision
                          combination or reclassification of the outstanding
                          capital stock or any issuer thereof, any merger,
                          consolidation, acquisition or other exchange of
                          assets or securities to which any such issuer may be
                          a party, any conversion, call or redemption or
                          otherwise) shall be and become part of the Pledged
                          Lender Stock and the Pledged Chartwell Interest
                          pledged under this Agreement, and, if received by the
                          Pledgor, shall be delivered immediately to the Lender
                          or its designee (accompanied by the documentation
                          required under this Agreement) to be held as Pledged
                          Lender Stock and the Pledged Chartwell Interest
                          pursuant to this Agreement).

                 (c)      The Lender shall execute and deliver (or cause to be
                          executed and delivered) to the Pledgor all such
                          proxies, powers of attorney, divided orders, interest
                          coupons and other instruments as the Pledgor may
                          reasonably request for the purpose of enabling the
                          Pledgor to exercise the voting or consensual rights
                          and powers that it is entitled to exercise pursuant
                          to subsection (a) of this Section 7 and to receive
                          the dividends and interest payments that it is
                          authorized to receive and retain pursuant to
                          subsection (b) of this Section 7.

                 Section 2.08. AMENDMENT OF SECTION 8 OF THE AGREEMENT: RIGHTS
                 OF LENDER TO THE PLEDGED STOCK. Effective as of the date
                 hereof, Section 8 of the Agreement is hereby deleted in its
                 entirety and the following is inserted in lieu thereof:

                         Section 8. RIGHTS OF LENDER TO THE PLEDGED ASSETS.

<PAGE>

                 (a) In the event of an occurrence of an Event or Default under
         the Note, the Lender in its sole and absolute discretion may take any
         or more of the following actions:

                 (i)      further notify all parties, if any, interested in any
                          of the Pledged Assets of the interest of the Lender
                          therein and of any action proposed to be taken with
                          respect thereto, and inform any of those parties that
                          all payments otherwise payable to the Pledgor with
                          respect thereto shall be made to the Lender until all
                          amounts due under the Loan have been paid in full

                 (ii)     receive and retain all payments of any kind with
                          respect to any and all of the Pledged Assets;

                 (iii)    take such action with respect to the sale, assignment
                          and delivery to the whole of, or from time to time
                          any one or more items of, the Pledged Assets,
                          including, without limitation, to sell, assign and
                          deliver the whole of, or from time to time any part
                          of, the Pledged Assets of any private sale or at
                          public auction, for cash, for credit or for other
                          property, for immediate or future delivery, and for
                          such price or prices and on such terms as the Lender
                          in its sole and absolute discretion may determine,
                          and the Lender may bid for and purchase the whole or
                          any portion of the Pledged Assets so sold free from
                          any right or equity of redemption; to adjourn any
                          such sale or cause the same to be adjourned at the
                          time and place fixed for the sale; and to carry out
                          any agreement to sell all of or any portion of the
                          Pledged Assets in accordance with the terms of such
                          agreement any requirement of reasonable notice
                          imposed by law to be deemed met if such notice is in
                          writing and is mailed, telegraphed or hand delivered
                          to the Pledgor at least three days prior to the sale,
                          disposition or other event giving rise to such notice
                          requirement;

                 (iv)     otherwise use or deal from time to time with the
                          Pledged Assets, in whole or in part, in all respects
                          as if the Lender were the outright owner thereof; and

                 (v)      in addition to, and not by way of limitation of, any
                          of the rights specified above, exercise any and all
                          rights and remedies afforded to the Lender, under the
                          Loan Documents or as a secured party in possession of
                          collateral or otherwise, under any and all provisions
                          of applicable law, including, but not limited to, the
                          Uniform Commercial Code as adopted by the State of
                          Texas.

         (b)     The Lender shall collect the cash proceeds received from any
                 sale or other disposition or from any other source
                 contemplated by subsection (a) of this Section 8 and shall
                 apply the full proceeds in accordance with the provisions of
                 this Agreement.

<PAGE>

         (c)     If all amounts due and payable under the Note have not been
                 repaid in accordance with the terms thereof, Pledgor, upon the
                 written request of Lender (which written request may be
                 delivered any time after a failure to make payment, shall
                 exercise all options to purchase shares of pledged Lender
                 Stock which (i) have vested as of the date of such written
                 request and (ii) have an exercise price per share which is
                 lower than the market price per share on the date of such
                 written request; PROVIDED, HOWEVER, that any such exercise of
                 a stock option shall only be required only to the extent that
                 terms of the relevant option agreement or related stock option
                 plan permit the "cashless exercise" of such stock option. All
                 shares of Pledged Lender Stock received upon any such exercise
                 of a stock option shall be delivered to Lender in accordance
                 with the provisions of this Agreement.

         (d)     Notwithstanding the foregoing, none of the provisions of this
                 Section 8 shall confer on the Lender any rights or privileges
                 that are permissible under applicable law.

         (e)     In connection with the provisions of this Agreement, the
                 Pledgor from time to time shall promptly execute and deliver,
                 or cause to be executed and delivered, to the Lender such
                 reasonable documents and instruments, shall join in such
                 notices and shall take, or cause to be taken, such other
                 reasonable and lawful action as the Lender shall deem
                 necessary or desirable to enable it to exercise any of the
                 rights with respect to the Pledged Assets granted to it
                 pursuant to this Agreement.

         Section 2.9 AMENDMENT OF SECTION 10 OF THE AGREEMENT. POWER OF
ATTORNEY. Effective as of the date hereof, Section 10 of the Agreement is
hereby deleted in its entirety and the following is inserted in lieu thereof:

                 Section 10. POWER OF ATTORNEY. With respect to the Pledged
Assets that the Lender or its designee holds hereunder, the Pledgor hereby
irrevocably makes, constitutes, and appoints, effective upon the occurrence of
an Event of Default under the Note and all amounts due thereunder being
declared due and payable and not being paid by the Pledgor, the Lender and
each of the Lender's officers and each of them, with full power of
substitution, as the Pledgor's true and lawful attorneys-in-fact with full
power, from time to time, in the Pledgor's name, place and stead, subject to
Section 8 hereof, to (a) transfer the Pledged Assets on the books of the
Company, in whole or in part, to the name of the Lender or such other person
or persons as the Lender may designate; (b) take possession of and endorse any
one or more checks, drafts, bills of exchange, money orders or any other
documents received on account of the Pledged Assets; (c) collect, sue for and
give acquittances for monies due on account of the foregoing; (d) withdraw any
claims, suits or proceedings pertaining to or arising out of the foregoing;
(e) execute and record or file on behalf of the Pledgor any evidence of a
security interest contemplated by this Agreement or any refiling, continuation
or extension thereof; (f) take any other action contemplated by this
Agreement; and (g) sign, execute, acknowledge, swear to, verify, deliver,
file, record and publish any one or more of the foregoing. This power of
attorney is hereby declared to be irrevocable, with full power of substitution
and coupled with interest. The power of attorney shall survive the bankruptcy
of the Pledgor and shall extend to and be binding upon the Pledgor's
successors or assigns. This power of attorney may be

<PAGE>

exercised by any one of the above named attorneys-in-fact, or by a substitute
designated by any of these attorneys-in-fact. A facsimile signature shall be
effective if so affixed.

         Section 2.10. AMENDMENT OF SECTION 11 OF THE AGREEMENT: TERMINATION
OF SECURITY INTEREST. Effective as of the date hereof, Section 11 of the
Agreement is hereby deleted in its entirety and the following is inserted in
lieu thereof:

                 Section 11. TERMINATION OF SECURITY INTEREST. The security
interest of the Lender hereunder shall terminate when all amounts due and
payable under the Loan shall have been fully paid and satisfied. Upon such
complete satisfaction Lender shall reassign, release and/or deliver to the
Pledgor all Pledged Assets then held by the Lender.

         Section 2.11. AMENDMENT OF SECTION 12 OF THE AGREEMENT: NOTICES.
Effective as of the date hereof, Section 12 of the Agreement is hereby deleted
in its entirety and the following is inserted in lieu thereof:

                 Section 12. NOTICES. All notices, certificates or other
communications permitted or required to be given hereunder shall be
sufficiently given and shall be permitted or required to be given hereunder
shall be sufficiently given and shall be deemed given when delivered or when
mailed by registered or certified mail, postage prepaid to the addressee
thereof at their respective addresses as set forth below or at such other
address as either party hereto may designate to the other party hereto by
notice given in accordance with this Section 12.

                         If to the Pledgor:   Michael G. Santry
                                              5950 Berkshire Lane
                                              Suite 1650
                                              Dallas, TX 75225

                         If to the Lendor:    ATC Communications Group, Inc.
                                              7880 Bent Branch Drive
                                              Suite 150
                                              Irving, TX 75225
                                              Attn: Chief Financial Officer

         Section 2.12. AMENDMENT OF SECTION 13 OF THE AGREEMENT: SECTION
HEADINGS; DEFINITIONS. Effective as of the date hereof, Section 13 of the
Agreement is hereby deleted in its entirety and the following is inserted in
lieu thereof:

                 Section 13. SECTION HEADINGS; DEFINITIONS. The Section
headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.

         Section 2.13. AMENDMENT OF SECTION 14 OF THE AGREEMENT: GOVERNING
LAW. Effective as of the date hereof, Section 14 of the Agreement is hereby
deleted in its entirety and the following is inserted in lieu thereof:

<PAGE>

                 Section 14. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of Texas and
applicable federal law without regard to principles of conflict of laws.

         Section 2.14. AMENDMENT OF SECTION 15 OF THE AGREEMENT; SEVERABILITY:
Effective as of the date hereof, Section 15 of the Agreement is hereby deleted
in its entirety and the following is inserted in lieu thereof:

                 Section 15. SEVERABILITY. In the event that any provision of
this Agreement shall be determined to be superseded, invalid or otherwise
unenforceable pursuant to applicable law, such determination shall not affect
the validity of the balance of this Agreement, and the remaining provisions of
this Agreement shall be enforced as if the invalid provisions were deleted.

         Section 2.15. AMENDMENT OF SECTION 16 OF THE AGREEMENT: SURVIVAL OF
REPRESENTATIONS, ETC. Effective as of the date hereof, Section 16 of the
Agreement is hereby deleted in its entirety and the following is inserted in
lieu thereof:

                 Section 16. SURVIVAL OF REPRESENTATIONS, ETC. All
representations, warranties, covenants and other agreements made herein shall
survive the execution and delivery of this Agreement and shall continue in
full force and effect until all amounts due and payable under the Loan shall
have been paid in full. This Agreement shall remain and continue in full force
and effect without regard to any modification, extension, renewal, amendment
or waiver of any provision of the Note.

         Section 2.16. AMENDMENT OF SECTION 17 OF THE AGREEMENT: COUNTERPARTS.
Effective as of the date hereof, Section 17 of the Agreement is hereby deleted
in its entirety and the following is inserted in lieu thereof:

                 Section 17. COUNTERPARTS. This Agreement may be executed in
two or more counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.

         Section 2.17. AMENDMENT OF SECTION 18 OF THE AGREEMENT: SUCCESSORS
AND ASSIGNS. Effective as of the date hereof, Section 18 of the Agreement is
hereby deleted in its entirety and the following is inserted in lieu thereof:

                 Section 18. SUCCESSORS AND ASSIGNS. Whenever in this
Agreement reference is made to any party, such reference shall be deemed to
include the successors and assigns of that part, and, without limiting the
generality of the foregoing, all covenants, agreements, representations and
warranties made by or on behalf of the Pledgor in this Agreement shall inure
to the successors and assigns of the Lender; provided, however, that nothing
herein shall be deemed to authorize or permit the Pledgor to assign any of his
rights or obligations hereunder to any other person or entity and the Pledgor
agrees that he shall not make any such assignment.

<PAGE>

         Section 2.18. AMENDMENT OF SECTION 19 OF THE AGREEMENT. NO WAIVER BY
INACTION, ETC. Effective as of the date hereof, Section 19 of the Agreement
is hereby deleted in its entirety and the following is inserted in lieu
thereof:

                 Section 19. NO WAIVER BY INACTION, ETC. Any waiver or consent
respecting any covenant, representation, warranty or other term or provision
of this Agreement shall be effective only in the specified instance and for
the specific purpose for which given and shall not be deemed regardless of
frequency given, to be a further or continuing waiver or consent. The failure
or delay of the Lender at any time or times to require performances of, or to
exercise its rights with respect to any representation, warranty, covenant or
other term or provision of this Agreement in no manner shall affect its right
at a later time to enforce any such provision. No notice to or demand on a
party in any case shall entitle such party to any other or further notice or
demand in the same, similar or other circumstances.

         Section 2.19. AMENDMENT OF SECTION 20 OF THE AGREEMENT: MODIFICATION,
AMENDMENT, ETC. Effective as of the date hereof, Section 20 of the Agreement
is hereby deleted in its entirety and the following is inserted in lieu
thereof:

                 Section 20. MODIFICATION, AMENDMENT, ETC. each and every
modification and amendment of this Agreement shall be in writing and signed by
the parties hereto and each and every waiver of, and consent to any departure
from, any covenant, representation, warranty or other provision of this
Agreement shall be in writing and signed by the party adversely affected by
such waiver or consent.

         Section 2.20. AMENDMENT OF SECTION 21 OF THE AGREEMENT: ENTIRE
AGREEMENT. Effective as of the date hereof, Section 20 of the Agreement is
hereby deleted in its entirety and the following is inserted in lieu thereof:

                 Section 21. ENTIRE AGREEMENT. This Agreement contains the
entire agreement of the parties and supersedes all other representations,
agreements and understandings, oral or otherwise, between the parties with
respect to the matters contained herein.

                                   ARTICLE III
                              CONDITIONS PRECEDENT

         Section 3.01. CONDITIONS. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent, unless
specifically waived by the Lender:

                 (a)      the Lender shall have received this Amendment, duly
                          executed by the Pledgor, in form and substance
                          satisfactory to the Lender;

                 (b)      the representations and warranties contained herein
                          and in the Agreement, as amended hereby, shall be
                          true and correct as of the date hereof, as if made on
                          the date hereof;

<PAGE>

                 (c)      no Event of Default shall have occurred and be
                          continuing and no Default shall exist, unless such
                          Event of Default or Default has been specifically
                          waived in writing by the Lender; and

                 (d)      and all documents, instruments and other legal
                          matters incident to this Amendment shall be
                          satisfactory to the Lender.

                                   ARTICLE IV
                  RATIFICATIONS, REPRESENTATIONS AND WARRANTIES

         Section 4.01. RATIFICATIONS. The terms and provisions set forth in
this Amendment shall modify and supersede all inconsistent terms and
provisions set forth in the Agreement and except as expressly modified and
superseded by this Amendment, the terms and provisions of the Agreement are
ratified and confirmed and shall continue in full force and effect. The
Pledgor and Lender agree that the Agreement, as amended hereby, shall continue
to be legal, valid, binding and enforceable in accordance with its terms.

         Section 4.02. REPRESENTATIONS AND WARRANTIES. Pledgor hereby
represents and warrants to the Lender as follows:

                 (a)      Pledgor has the power and authority to execute,
                          deliver and perform this Amendment;

                 (b)      the representations and warranties made by Pledgor
                          contained in the Agreement, as amended hereby, are
                          true and correct on and as of the date hereof as
                          though made on us as of the date hereof, except to
                          the extent such representations and warranties relate
                          to an earlier date; and

                 (c)      Pledgor is in full compliance with all covenants and
                          agreements of Pledgor contained in the Agreement, as
                          amended hereby.

                                    ARTICLE V
                                  MISCELLANEOUS

         Section 5.01. REFERENCE TO AGREEMENT. Each of the Loan Documents (as
defined in the Loan), including the Loan and any and all other agreements,
documents or instruments now or hereafter executed and delivered pursuant to
the terms hereof or pursuant to the terms of the Loan, are hereby amended so
that any reference in such Loan Documents to the Agreement shall mean a
reference to the Agreement, as amended hereby.

         Section 5.02. EXPENSES OF THE LENDER. The Lender agrees to pay on
demand all reasonable costs and expenses incurred by the Lender in connection
with the preparation, negotiation and execution of this Amendment and the
other documents executed pursuant hereto and any and all amendments,
modifications, and supplements thereto, including, without limitation, the
reasonable costs and fees of the Lender's legal counsel, and all reasonable
costs and expenses incurred by the Lender in connection with the enforcement
or preservation of any

<PAGE>

rights under the Agreement; each as amended hereby, or any other Loan
Document, including, without limitation, the reasonable costs and fees of the
Lender's legal counsel.

         Section 5.03. EFFECT. This Agreement amends, restates and replaces,
but does not extinguish the indebtedness evidenced by that certain Promissory
note, dated September 16, 1997, in the original, principal amount of Three
Million Six Hundred Sixty-One Thousand, Five Hundred Five and 39/100 Dollars
($3,661,505.39), executed by Maker, payable to the order of ATC Communication
Group, Inc. or the Amended and Restated Promissory Note dated April 30, 1999
in the amount of One Million Nine Hundred Fifteen Thousand Thirty-Two and
40/100 Dollars ($1,915,032.40) executed by Maker, payable to Aegis
Communications Group, Inc.

<PAGE>

         IN WITNESS WHEREOF, this Amendment has been executed and is effective
as of the date first written above.


                                 LENDER:

                                 AEGIS COMMUNICATIONS GROUP, INC.

                        By:
                                 --------------------------------
                        Name:
                                 --------------------------------
                        Title:
                                 --------------------------------

                                 PLEDGOR:

                                 MICHAEL G. SANTRY


                                 --------------------------------
                        Name:
                                 --------------------------------
</TEXT>
</DOCUMENT>
