TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT

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Exhibit 10.51

EXECUTION COPY

TRADEMARK COLLATERAL ASSIGNMENT
AND SECURITY AGREEMENT

        THIS AGREEMENT ("Agreement"), dated as of January 26, 2004, is by and between AEGIS COMMUNICATIONS GROUP, INC., a corporation with its chief executive office at 7880 Bent Branch Drive, Suite 150, Irving, Texas 75063 ("Parent"), and each of Parent's subsidiaries identified on the signature pages hereof (such subsidiaries, together with Parent, hereinafter referred to individually as a "Debtor" and individually and collectively, jointly and severally, as "Debtors") and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Collateral Trustee for the Noteholders (as defined below), having an office at 1100 North Market Street, Rodney Square North, Wilmington, DE 19896 (in such capacity, "Secured Party").

W I T N E S S E T H:

        WHEREAS, each Debtor has adopted, used and is using, and is the owner of the entire right, title, and interest in and to the trademarks, trade names, terms, designs and applications therefor described below its name in Schedule A hereto and made a part hereof; and

        WHEREAS, Parent has issued (a) the Secured Promissory Note dated as of November 5, 2003 made by Parent in the amount of $14,087,352.00 (the "Original DB Note") to the order of Deutsche Bank AG London, acting through DB Advisors, LLC ("DB"), as amended and restated in its entirety by the Amended and Restated Secured Promissory Note dated January 28, 2004 made by Parent in the amount of $10,087,352.00 to the order of DB (the "DB Note") and (b) the Secured Promissory Note dated as of November 5, 2003 in the amount of $14,143,815.00 (the "Original Essar Note" and together with the Original DB Note, the "Original Notes") to the order of Essar Global Limited ("Essar" and together with DB, the "Administrative Agents" and together with their respective successors and assigns under the Notes referred to below, the "Noteholders"), as amended and restated in its entirety by the Amended and Restated Secured Promissory Note dated January 28, 2004 (the "Essar Note" and, together with the DB Note, the "Notes"), made by Parent in the amount of $10,143,815.00 to the order of Essar. Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Notes; and

        WHEREAS, in accordance with the terms of the Original Notes and in order to induce Noteholders to accept the Notes in replacement for the Original Notes, Debtors have agreed to grant to Secured Party certain collateral security as set forth herein;

        NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Debtor hereby agrees as follows:

        1.      GRANT OF SECURITY INTEREST

        As collateral security for the prompt performance, observance and indefeasible payment in full of all of the Obligations (as hereinafter defined), each Debtor hereby grants to Secured Party a continuing security interest in and a general lien upon, and a conditional assignment of, the following (being collectively referred to herein as the "Collateral"): (a) all of such Debtor's now existing or hereafter acquired right, title, and interest in and to: (i) all of such Debtor's trademarks, trade names, trade styles and service marks and all applications, registrations and recordings relating to the foregoing as may at any time be filed in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof, any political subdivision thereof or in any other country to the extent permitted under applicable law, including, without limitation, the trademarks, terms, designs and applications described below such Debtor's name in Schedule A hereto (provided, that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the

validity or enforceability of such intent-to-use trademark applications under applicable federal law), together with all rights and privileges arising under applicable law with respect to Debtor's use of any trademarks, trade names, trade styles and service marks, and all reissues, extensions, continuation and renewals thereof (all of the foregoing being collectively referred to herein as the "Trademarks"); and (ii) all prints and labels on which such trademarks, trade names, tradestyles and service marks appear, have appeared or will appear, and all designs and general intangibles of a like nature; (b) the goodwill of the business symbolized by each of the Trademarks, including, without limitation, all customer lists and other records relating to the distribution of products or services bearing the Trademarks; (c) all income, fees, royalties and other payments at any time due or payable with respect thereto, including, without limitation, payments under all licenses at any time entered into in connection therewith; (d) the right to sue for past, present and future infringements thereof; (e) all rights corresponding thereto throughout the world; and (f) any and all other proceeds of any of the foregoing, including, without limitation, damages and payments or claims by Debtor against third parties for past or future infringement of the Trademarks.

        2.      OBLIGATIONS SECURED

        The security interest, lien and other interests granted to Secured Party pursuant to this Agreement shall secure the prompt performance, observance and payment in full of any and all obligations, liabilities and indebtedness of every kind, nature and description owing by Debtors to Noteholders and Secured Party and/or their affiliates, including principal, interest, charges, fees, costs and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, arising under this Agreement, the Notes, or any of the other Loan Documents, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Notes or after the commencement of any case with respect to Debtor under the United States Bankruptcy Code or any similar statute (including, without limitation, the payment of interest and other amounts which would accrue and become due but for the commencement of such case), whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, and however acquired by Noteholders or Secured Party (all of the foregoing being collectively referred to herein as the "Obligations").

        3.      REPRESENTATIONS, WARRANTIES AND COVENANTS

        Each Debtor hereby represents, warrants and covenants with and to Secured Party the following (all of such representations, warranties and covenants being continuing so long as any of the Obligations are outstanding):

        (a)   Such Debtor shall pay and perform all of the Obligations according to their terms.

        (b)   All of the existing Collateral is valid and subsisting in full force and effect, and, except as otherwise described in Schedule C hereto, such Debtor owns the sole, full and clear title thereto, and the right and power to grant the security interest and conditional assignment granted hereunder. Debtors shall, at Debtors' joint and several expense, perform all acts and execute all documents necessary to maintain the existence of the Collateral consisting of registered Trademarks as registered trademarks and to maintain the existence of all of the Collateral as valid and subsisting, including, without limitation, the filing of any renewal affidavits and applications, except as expressly otherwise permitted under Section 3(i). The Collateral is not subject to any liens, claims, mortgages, assignments, licenses, security interests or encumbrances of any nature whatsoever, except: (i) the security interests granted hereunder and pursuant to the Notes, (ii) the security interests permitted under the Notes, and (iii) the licenses permitted under Section 3(e) below.

        (c)   Debtors shall not assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or non-exclusive license relating to

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the Collateral, or otherwise dispose of any of the Collateral, in each case without the prior written consent of Secured Party, except as otherwise permitted herein (including under Section 3(i)) or in the Notes. Nothing in this Agreement shall be deemed a consent by Secured Party to any such action, except as such action is expressly permitted hereunder.

        (d)   Debtors shall, at Debtors' joint and several expense, promptly perform all acts and execute all documents requested at any time by Secured Party to evidence, perfect, maintain, record or enforce the security interest in and conditional assignment of the Collateral granted hereunder or to otherwise further the provisions of this Agreement. Debtors hereby authorize Secured Party to execute and file one or more financing statements (or similar documents) with respect to the Collateral, signed only by Secured Party or as otherwise determined by Secured Party. Debtors further authorize Secured Party to have this Agreement or any other similar security agreement filed with the Commissioner of Patents and Trademarks or any other appropriate federal, state or government office. Notwithstanding any other provision of this Agreement, it shall be the responsibility and obligation of the Debtors to execute all documents and to make any filings and perform any other actions necessary to evidence, perfect, maintain, record and enforce the security interest in the Collateral granted pursuant to this Agreement.

        (e)   As of the date hereof, Debtors do not have any Trademarks registered, or subject to pending applications, in the United States Patent and Trademark Office or any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, other than those described below in Schedule A hereto and have not granted any licenses with respect thereto other than as set forth in Schedule B hereto.

        (f)    Each Debtor shall, concurrently with the execution and delivery of this Agreement, execute and deliver to Secured Party five (5) originals of a Special Power of Attorney in the form of Exhibit I annexed hereto, with appropriate insertions, for the implementation of the assignment, sale or other disposition of the Collateral pursuant to Secured Party's exercise of the rights and remedies granted to Secured Party hereunder.

        (g)   Secured Party may, in its discretion, pay any amount or do any act which any Debtor fails to pay or do as required hereunder or as requested by Secured Party to preserve, defend, protect, maintain, record or enforce the Obligations, the Collateral, or the security interest and conditional assignment granted hereunder, including, but not limited to, all filing or recording fees, court costs, collection charges, reasonable attorneys' fees and legal expenses. Debtors shall be liable to Secured Party jointly and severally for any such payment, which payment shall be deemed an advance by Secured Party to Debtors, shall be payable on demand together with interest at the rate then applicable to the Obligations set forth in the Notes and shall be part of the Obligations secured hereby.

        (h)   Debtors shall not file any application for the registration of a Trademark with the United States Patent and Trademark Office or any similar office or agency in the United States or in any other country, unless Debtor has given Secured Party twenty (20) days prior written notice of such action. If, after the date hereof, Debtor shall (i) obtain any registered trademark or trade name, or apply for any such registration in the United States Patent and Trademark Office or in any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, or (ii) become the owner of any trademark registrations or applications for trademark registration used in the United States or any State thereof, political subdivision thereof or in any other country, the provisions of Section 1 hereof shall automatically apply thereto. Upon the request of Secured Party, the appropriate Debtor shall promptly execute and deliver to Secured Party any and all assignments, agreements, instruments, documents and such other papers as may be requested by Secured Party to evidence the security interest in and conditional assignment of such Trademark in favor of Secured Party.

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        (i)    Debtors have not abandoned any of the Trademarks and Debtors will not do any act, nor omit to do any act, whereby the Trademarks may become abandoned, invalidated, unenforceable, avoided, or avoidable. Debtors shall notify Secured Party immediately if any Debtor knows or has reason to know of any reason why any application, registration, or recording with respect to the Trademarks may become abandoned, canceled, invalidated, avoided, or avoidable, except that , upon advance written notice to Secured Party, Debtors may abandon any Trademark so long as (i) such Trademark is no longer used or useful in the business of any Debtor or any affiliate, and is not affixed to or used in connection with the manufacture, sale, distribution or use of any inventory or other assets of any Debtor, (ii) such Trademark shall not have been used by any Debtor for a period of three (3) months or more from the date of such written notice to Secured Party and (iii) any such Trademark shall not otherwise be material to the business of any Debtor or any of its affiliates in any respect and shall have little or no value. Debtors shall notify Secured Party immediately if any Debtor knows or has reason to know of any reason why any application, registration, or recording with respect to the Trademarks may become abandoned, canceled, invalidated, avoided, or avoidable.

        (j)    Debtors shall render any assistance, as Secured Party shall determine is necessary, to Secured Party in any proceeding before the United States Patent and Trademark Office, any federal or state court, or any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, to maintain such application and registration of the Trademarks as a Debtor's exclusive property and to protect Secured Party's interest therein, including, without limitation, filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference, and cancellation proceedings, except to the extent that Debtors have acted in accordance with Section 3(i).

        (k)   No material infringement or unauthorized use presently is being made of any of the Trademarks that would adversely affect in any material respect the fair market value of the Collateral or the benefits of this Agreement granted to Secured Party, including, without limitation, the validity, priority or perfection of the security interest granted herein or the remedies of Secured Party hereunder. Debtors shall promptly notify Secured Party if any Debtor (or any affiliate or subsidiary thereof) learns of any use by any person of any term or design which infringes on any Trademark or is likely to cause confusion with any Trademark. If requested by Secured Party, Debtors (or the applicable individual Debtor, as appropriate), at Debtors' joint and several expense, shall join with Secured Party in such action as Secured Party, in Secured Party's discretion, may deem advisable for the protection of Secured Party's interest in and to the Trademarks.

        (l)    Debtors assume all responsibility and liability arising from the use of the Trademarks and Debtors, jointly and severally, hereby indemnify and hold Secured Party harmless from and against any claim, suit, loss, damage, or expense (including reasonable attorneys' fees and legal expenses) arising out of any alleged defect