COLLATERAL TRUSTEE AGREEMENT

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Exhibit 10.55

EXECUTION COPY

COLLATERAL TRUSTEE AGREEMENT

        COLLATERAL TRUSTEE AGREEMENT (as amended and modified from time to time, this " Agreement ") dated as of January 26, 2004, among AEGIS COMMUNICATIONS GROUP, INC., a Delaware corporation (" Aegis "), as issuer of the Notes under the Note Purchase Agreement referred to below, each of the subsidiaries of Aegis listed on the signature pages hereof or that become a party hereto pursuant to Section 5.10, as guarantors under the Subsidiary Guaranty referred to below, Deutsche Bank AG-London acting through DB, LLC and Essar Gobal Limited (" Essar "), each as original noteholder and administrative agent under the applicable Note referred to below (each, an " Administrative Agent ") and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Collateral Trustee (in such capacity, the " Collateral Trustee ").

        Reference is made to (a) the Note and Warrant Purchase Agreement, dated as of November 5, 2003 (the " Note Purchase Agreement ") among Aegis, Deutsche Bank AG-London acting through DB, LLC as investment advisor (" DB ") and Essar Gobal Limited (" Essar "), (b) the Secured Promissory Note, dated as of November 5, 2003, as amended and restated on January 28, 2004, made by Aegis in the principal amount of $14,087,352.00 payable to DB (the " DB Note "), (c) the Secured Promissory Note, dated as of November 5, 2003, as amended and restated on January 28, 2004, made by Aegis in the principal amount of $14,143,815.00 payable to Essar (the " Essar Note ") and (d) the Subsidiary Guaranty from Advanced Telemarketing Corporation, IQI, Inc., Lexi International, Inc., InterServ Services Corporation, EBA Direct, Inc. and the Additional Guarantors referred to therein (the " Guarantors "), in favor of DB and Essar (the " Guaranty ").

        Simultaneously with the execution and delivery of this Agreement, Aegis and the Guarantors have also entered into the Security Agreement, dated as of the date hereof, from Aegis and the Guarantors in favor of the Collateral Trustee, pursuant to which Aegis and the Guarantors have granted Liens in certain collateral described therein in favor of the Collateral Trustee.

        Reference is also made to the Intercreditor Agreement to be executed simultaneously with this Agreement (the " Intercreditor Agreement "), pursuant to which the Senior Lenders and Senior Agent (each as defined therein) have agreed, among other things, to share certain collateral and payments on the terms and conditions set forth therein.

        Aegis, the Guarantors, and the Administrative Agents on behalf of the Noteholders have requested the Collateral Trustee to act as Collateral Trustee for the Noteholders (the Collateral Trustee, the Administrative Agents and the Noteholders are herein collectively referred to as the " Secured Parties ") hereunder, under the Security Agreement and under any other document that grants or purports to grant a security interest in favor of the Noteholders to secure the obligations of the Parent under the Notes and/or the Guarantors under the Guaranty (collectively, the " Collateral Documents "). The Collateral Trustee is willing to act as Collateral Trustee for the Secured Parties hereunder and under the Collateral Documents on the terms and subject to the conditions set forth in this Agreement.

        Accordingly, the parties hereto hereby agree as follows:

ARTICLE I

Definitions

        SECTION 1.01      Certain Definitions .    (a) Terms used and not defined herein shall have the meanings specified in the Notes, the Guaranty or in the Security Agreement.

        (b)   The words "hereof", "herein" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provisions hereof. All

references herein to Articles or Sections shall, unless otherwise specified, be deemed to refer to Articles and Sections of this Agreement. As used in this Agreement, the singular shall include the plural as the context requires and the following words and phrases shall have the following meanings: (i) " including " means "including but not limited to", (ii) " provisions " means "provisions, terms, covenants and/or conditions" and (iii) reference to any agreement is to be construed as a reference to that agreement as it may from time to time be amended, amended and restated, supplemented or modified.

ARTICLE II

Declaration and Acceptance of Trust, Remedies

        SECTION 2.01      Declaration and Acceptance of Trust .    The Administrative Agents, on behalf of the Noteholders, request that Wilmington Trust Company act as Collateral Trustee for the Noteholders. The Collateral Trustee hereby declares, and each of Aegis, the Guarantors and the Administrative Agents, for itself and on behalf of the Noteholders, agrees that the Collateral Trustee holds the right, title and interest of the Secured Parties under the Collateral Documents (the " Trust Estate ") as trustee in trust under this Agreement for the benefit of the Noteholders and the Administrative Agents as provided herein. By acceptance of the benefits of this Agreement and the Notes, the Administrative Agents and each Noteholder (whether or not a signatory hereto) (i) consent to the appointment of the Collateral Trustee as trustee hereunder, (ii) confirm that the Collateral Trustee shall have the authority to act as the exclusive agent of such Noteholder (x) for enforcement of any remedies under or with respect to any Collateral Document, (y) the giving or withholding of any consent or approval relating to any Collateral or any obligations of Aegis or any Guarantor with respect thereto and (z) for the execution and delivery of the Intercreditor Agreement and the performance of all obligations in connection with the Intercreditor Agreement and (iii) agree that, except as provided in the Loan Documents and the Intercreditor Agreement, they shall not take any action to enforce any of such remedies or give any such consents or approvals.

ARTICLE III

Security Agreement; Intercreditor Agreement

        SECTION 3.01      Execution and Delivery of the Collateral Documents .    On the date hereof, the Collateral Trustee shall execute and deliver the Security Agreement and each of the other Collateral Documents to which it is a party, and it shall thereafter act as Collateral Trustee on behalf of the Secured Parties on the terms and conditions as provided herein and therein.

        SECTION 3.02      Execution, Delivery and Performance of the Intercreditor Agreement .    On the date hereof, the Collateral Trustee shall execute and deliver the Intercreditor Agreement as Collateral Trustee on behalf of the Secured Parties on the terms and conditions as provided herein and therein and from and after the date hereof shall perform all of its obligations thereunder for itself and as agent of each Noteholder.

ARTICLE IV

Collateral Trustee

        SECTION 4.01      Delivery of Secured Documents .    On the date hereof, Aegis shall deliver to the Collateral Trustee a true and complete copy of each of the Loan Documents as in effect on the date hereof. Promptly upon the execution thereof, Aegis shall deliver to the Collateral Trustee a true and complete copy of any and all amendments, modifications or supplements to any Loan Document and of any Loan Documents entered into after the date of this Agreement.

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        SECTION 4.02      Information as to Noteholders .    The Administrative Agents shall deliver to the Collateral Trustee from time to time upon request of the Collateral Trustee a list setting forth, by each Note, (i) the aggregate principal amount outstanding thereunder, (ii) the interest rate or rates then in effect thereunder, and (iii) the names of the Noteholders thereof and the unpaid principal amount thereof owing to each such Noteholder. The Administrative Agents shall furnish to the Collateral Trustee within 30 days of a request therefor a list setting forth the name and address of each party to whom notices must be sent by the Collateral Trustee under the Loan Documents, and the Administrative Agents agree to furnish promptly to the Collateral Trustee any changes or additions to such list.

        SECTION 4.03      Compensation and Expenses .    Aegis agrees to pay to the Collateral Trustee, from time to time upon demand, (i) compensation (which shall not be limited by any provision of law in regard to compensation of a trustee of an express trust) for its services hereunder and for administering the Trust Estate, as heretofore agreed between the Collateral Trustee and Aegis, and (ii) all of the reasonable fees, costs and expenses of the Collateral Trustee (including, without limitation, the reasonable fees and disbursements of its counsel and such special counsel as the Collateral Trustee elects to retain) (a) arising in connection with the preparation, execution, delivery, modification and termination of this Agreement and the other Loan Documents, or the enforcement of any provisions hereof and thereof, or (b) incurred or required to be advanced in connection with the administration of the Trust Estate or the preservation, protection or defense of the Collateral Trustee's rights under this Agreement and the other Loan Documents and in and to the Collateral and the Trust Estate. The recurring annual fees of the Collateral Trustee as stipulated in a separate fee schedule agreed to between Aegis and the Collateral Trustee shall be payable upon each anniversary date of this Agreement. The obligations of Aegis under this Section 4.03 shall survive the termination of this Agreement.

        SECTION 4.04      Stamp and Other Similar Taxes .    Aegis agrees to indemnify and hold harmless the Collateral Trustee and each other Secured Party from any present or future claim or liability for any mortgage, stamp or other similar tax and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Agreement and the other Loan Documents. The obligations of Aegis under this Section 4.04 shall survive the termination of this Agreement.

        SECTION 4.05      Filing Fees, Excise Taxes, Etc.     Aegis agrees to pay or to reimburse the Collateral Trustee for any and all amounts in respect of all search, filing, recording and registration fees, taxes, excise taxes and other similar imposts which may be payable or determined to be payable in respect of the execution, delivery, performance and enforcement of this Agreement and the other Loan Documents to the extent the same may be paid or reimbursed by Aegis without subjecting the Collateral Trustee or any Secured Party to any civil or criminal liability. The obligations of Aegis under this Section 4.05 shall survive the termination of this Agreement.

        SECTION 4.06      Indemnification .    (a) Each of Aegis and the Guarantors, jointly and severally, agrees to pay, indemnify, and hold the Collateral Trustee harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents; provided , however , that the Collateral Trustee shall not be indemnified under this clause to the extent such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements are found by final judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Collateral Trustee.

        (b)   In any suit, proceeding or action brought by the Collateral Trustee with respect to the Collateral or for any sum owing in respect of Secured Obligations, or to enforce the provisions of this

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Agreement or any other Loan Document, each of Aegis and the Guarantors, jointly and severally, shall save, indemnify and keep the Collateral Trustee and each of the other Secured Parties harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever incurred or suffered by the Collateral Trustee or such other Secured Party, as the case may be, arising out of a breach by Aegis or any Guarantor of any obligation set forth in this Agreement or any other Loan Document, and all such obligations of Aegis and each Guarantor shall be and remain enforceable against and only against Aegis and such Guarantor and shall not be enforceable against the Collateral Trustee or any other Secured Party. The provisions of this Section 4.06. shall survive the termination of this Agreement.

        SECTION 4.07      Further Assurances .    At any time and from time to time, upon the written request of the Collateral Trustee, and at the expense of Aegis or the Guarantors, each of Aegis and any Guarantor shall promptly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Trustee reasonably deems necessary or desirable in obtaining the full benefits of this Agreement.

        SECTION 4.08      Certain Duties .    The Collateral Trustee's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with such Collateral in the same manner as it customarily deals with similar collateral of other parties held by it. The Collateral Trustee shall promptly deliver to the Administrative Agents a copy of each notice, request, report or other document delivered to it pursuant to any Loan Document to which it is a party.

        SECTION 4.09      Exculpatory Provisions .    (a) The Collateral Trustee shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties herein contained, all of which are made solely by Aegis or the Guarantors. The Collateral Trustee makes no representations as to the value or condition of the Trust Estate or any part thereof, or as to the title of Aegis or the Guarantors thereto or as to the security afforded by this Agreement or any other Loan Document, or as to the validity, execution (except its own execution thereof), enforceability, legality or sufficiency of this Agreement, any other Loan Document or of the Secured Obligations, and the Collateral Trustee shall incur no liability or responsibility with respect to any such matters. The Collateral Trustee shall not be responsible for insuring the Trust Estate or for the payment of taxes, charges, assessments or Liens upon the Trust Estate or otherwise as to the maintenance of the Trust Estate.

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