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Barry E. Johnson
Thayer Capital Partners
1455 Pennsylvania Avenue, N.W., Suite 350
Washington, D.C. 20004
(202) 371-0150
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

**As described more fully below in Item 5, Thayer Equity Investors III, L.P. and TC Co-Investors, LLC (collectively, the “Thayer Entities”) entered into a Stockholders Agreement, dated as of November 5, 2003 (the “Stockholders Agreement”), with Aegis Communications Group, Inc., Questor Partners Fund II, L.P., Questor Side-by-Side Partners II, L.P., Questor Side-by-Side Partners II 3(c)(1), L.P. (collectively the “Questor Entities”), Deutsche Bank AG – London acting through DB Advisors, LLC as investment advisor (“Deutsche Bank”), and Essar Global Limited (“Essar”). As of November 5, 2003, the Reporting Persons may be deemed to have shared voting and shared dispositive power of 156,796,446 shares of Common Stock beneficially owned by the Reporting Persons, the Questor Entities, Deutsche Bank and Essar. Based on the number of shares of Common Stock outstanding as of November 5, 2003, the Reporting Persons would beneficially own 83.6% of the outstanding Common Stock. The Reporting Persons disclaim beneficial ownership of those Equity Securities held by the Questor Entities, Deutsche Bank and Essar.

**As described more fully below in Item 5, the Thayer Entities entered into the Stockholders Agreement with Aegis Communications Group, Inc., the Questor Entities, Deutsche Bank and Essar. As of November 5, 2003, the Reporting Persons may be deemed to have shared voting and shared dispositive power of 156,796,446 shares of Common Stock beneficially owned by the Reporting Persons, the Questor Entities, Deutsche Bank and Essar. Based on the number of shares of Common Stock outstanding as of November 5, 2003, the Reporting Persons would beneficially own 83.6% of the outstanding Common Stock. The Reporting Persons disclaim beneficial ownership of those equity securities held by the Questor Entities, Deutsche Bank and Essar.

This Amendment No. 6 to Schedule 13D relating to the common stock, par value $0.01 per share (the “Common Stock”), of Aegis Communications Group, Inc., a Delaware corporation (the “Company”), is being filed on behalf of (i) Thayer Equity Investors, III, L.P., a Delaware limited partnership (“Thayer”), (ii) TC Equity Partners, L.L.C., a Delaware limited liability company (“Equity”), (iii) TC Co-Investors, LLC, a Delaware limited liability company (“Co-Investors”), (iv) TC Management Partners, L.L.C, a Delaware limited liability company (“Management”), (v) Frederic V. Malek, (vi) Carl J. Rickertsen and (vii) Paul G. Stern. This Amendment No. 6 amends and supplements the Schedule 13D, which was filed with the Securities and Exchange Commission (“SEC”) on January 19, 2001 (the “Schedule 13D”) and previous amendments: Amendment No. 1 to Schedule 13D filed with the SEC on March 5, 2001; Amendment No. 2 to Schedule 13D filed with the SEC on June 11, 2001; Amendment No. 3 to Schedule 13D filed with the SEC on January 8, 2002; Amendment No. 4 to Schedule 13D filed with the SEC on October 1, 2002; and Amendment No. 5 to Schedule 13D filed with the SEC on July 1, 2003 (collectively, with Schedule 13D, the “Schedule 13D, as amended”). Capitalized terms not otherwise defined herein have the meanings set forth in the Schedule 13D, as amended.

As described in more detail below, Thayer and Co-Investors (collectively the “Thayer Entities”) entered into a series of agreements on November 5, 2003, whereby Thayer received payment for full and final satisfaction of a convertible promissory note and a promissory note. Upon receipt of the payment of $7,563,262.76, Thayer terminated and cancelled or returned to the Company all its shares of Series D and Series E Preferred Stock, all its warrants and some Common Stock held by it.

On November 6, 2003, the Company filed a current report on Form 8-K announcing that on November 5, 2003 it had terminated its previously announced merger agreement with AllServe Systems, PLC and signed and closed a transaction with Deutsche Bank AG – London and Essar Group to effect an investment in the Company for up to 80 percent of the Common Stock of the Company (the “Deutsche Bank/Essar Transaction”). The November 6, 2003 Form 8-K indicates that pursuant to documents executed in connection with the Deutsche Bank/Essar Transaction, Deutsche Bank AG – London and Essar Group, among other things, made an investment in the Company in the aggregate amount of $28.231 million in exchange for secured promissory notes and warrants to purchase up to 80 percent of the Common Stock of the Company. Some of transactions in connection with the Deutsche Bank/Essar Transaction have been completed in connection with an initial closing and some will occur in connection with a subsequent closing after certain conditions are met.

In connection with the Deutsche Bank/Essar Transaction, Thayer entered into a Noteholder Agreement dated November 5, 2003, pursuant to which Thayer agreed that the payment to it of $7,563,262.76 was sufficient to extinguish all of the Company’s obligations under the Amended and Restated Promissory Note, dated April 11, 2003, in the original principal amount of $4,212,236, and the Amended and Restated Promissory Note, dated April 11, 2003, in the original principal amount of $9,194,844. Upon payment of $7,563,262.76 to Thayer, all of the Company’s obligations to Thayer under such promissory notes would be extinguished and Thayer would terminate and cancel the following interests in the Company:

• Amended and Restated Convertible Promissory Note, dated April 11, 2003, in the original principal amount of $9,194,844, payable by the Company to the order of Thayer;

• Amended and Restated Promissory Note, dated April 11, 2003, in the original principal amount of $4,212,236, payable by IQI to the order of Thayer;

• Warrants held by Thayer to purchase an aggregate of 2,269,224 shares of Common Stock of the Company;

• 2,572,364 shares of Common Stock of the Company (“collectively, the “Released Interests”).

On November 5, 2003, Thayer received the payment of $7,563,262.76 in full and final satisfaction of the subordinated promissory notes. As a result, Thayer terminated and cancelled the Released Interests.

This description of the Noteholder Agreement is qualified in its entirety by reference to the Noteholder Agreement, a copy of which has been incorporated herein by reference as Exhibit 9.

Also in connection with the Deutsche Bank/Essar Transaction, the Thayer Entities entered into a Stockholders Agreement, dated as of November 5, 2003 (the “Stockholders Agreement”), with the Company, Questor Partners Fund II, L.P., Questor Side-by-Side Partners II, L.P., Questor Side-by-Side Partners II3(c)(1), L.P. (collectively the “Questor Entities”), Deutsche Bank AG – London acting through DB Advisors, LLC as investment advisor (“Deutsche Bank”), and Essar Global Limited (“Essar”). Pursuant to the Stockholders Agreement, on the date thereof, among other things:

• The Thayer Entities agreed to cause the delivery of all of their shares of the Company’s Series D Preferred Stock and Series E Preferred Stock and 2,572,364 shares of the Company’s Common Stock to the Company for cancellation; and

• Each of the Stockholders and Voting Agreement dated as of August 25, 1999 among Questor and the stockholders listed on Schedule A attached thereto and the Stockholders Agreement dated December 10, 1999 among the Company, the Questor Entities and the Thayer Entities was terminated.

In connection with the Deutsche Bank/Essar Transaction, the Thayer Entities, as stockholders of the Company, executed a written consent (the “Written Consent”) in which they consented to the amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s Common Stock from 200,000,000 to 800,000,000 and the amendment of the Series F Preferred Stock Certificate of Designation to increase the number of shares of Common Stock into which each share of Series F Preferred Stock is convertible. The Reporting Persons believe that these amendments to the Certificate of Incorporation and the Series F Preferred Stock Certificate of Designation have been approved by the holders of a requisite majority of the shares entitled to vote thereon and that such amendments will occur following the Company’s filing with the SEC and distribution to its stockholders of an information statement pursuant to Section 14(c) of the Act. After the amendment of the Series F Preferred Stock Certificate of Designation the Questor Entities’ remaining 23,375 shares of Series F Preferred Stock will be convertible into 46,910,503 shares of Common Stock (an increase from the 34,527,594 shares of Common Stock into which those shares of Series F Preferred Stock are currently convertible). The Questor Entities have committed in the Stockholders Agreement to convert the 23,375 shares of Series F Preferred Stock into Common Stock following such amendments and the satisfaction of certain other conditions.

This description of the Written Consent is qualified in its entirety by reference to the Written Consent, a copy of which has been incorporated herein by reference as Exhibit 11.

Also in connection with the Deutsche Bank/Essar Transaction, the six directors on the Company’s board of directors who were designees of the Thayer Entities have resigned from the Company’s board of directors. The Reporting Persons have been informed that the five members of the Company’s board of directors who were designees of the Questor Entities have also resigned from the board of directors, and that the vacancies on the board of directors were filled.

In addition, the matters set forth in Item 6 below are incorporated in this Item 4 by reference as if fully set forth herein.

Except as set forth in this Amendment No. 6 to Schedule 13D, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Schedule 13D of the Act.

(a) As of November 5, 2003, each of Thayer and Equity beneficially owns 16,336,004 shares of Common Stock. The beneficial ownership of 16,336,004 shares of Common Stock represents 19.2% of the class. As of November 5, 2003, each of Co-Investors and Management beneficially owns 150,838 shares of Common Stock. The beneficial ownership of 150,838 shares of Common Stock represents 0.2% of the class. The percentages of the class have been calculated pursuant to Rule 13d-3(d)(1)(i) under the Act and are based on the number of shares of Common Stock reported as outstanding by the Company after the Deutsche Bank/Essar Transaction and related transactions described herein. Each of Messrs. Malek and Rickertsen and Dr. Stern disclaims beneficial ownership of all shares disclosed in this Statement except to the extent of his respective pecuniary interest therein.


(b)	(i)	Number of shares as to which each of Thayer and Equity has:

		Sole power to vote or to direct the vote: 16,336,004 Shared power to vote or to direct the vote: 0 Sole power to dispose or to direct the disposal of: 16,336,004 Shared power to dispose or to direct the disposal of: 0

	(ii)	Number of shares as to which each of Co-Investors and Management has:

		Sole power to vote or to direct the vote: 150,838 Shared power to vote or to direct the vote: 0 Sole power to dispose or to direct the disposal of: 150,838 Shared power to dispose or to direct the disposal of: 0

	(iii)	Each of Messrs. Malek and Rickertsen and Dr. Stern disclaims beneficial ownership of all shares disclosed in this Statement except to the extent of his respective pecuniary interest therein.

In connection with the Deutsche Bank/Essar Transaction, the Thayer Entities entered into the Stockholders Agreement described in Item 4 and Item 6 herein. Pursuant to the Stockholders Agreement, each of the Thayer Entities, Questor Entities, Deutsche Bank and Essar have agreed to vote all of its shares of Common Stock and other voting securities of the Company in favor of certain designees of Deutsche Bank and Essar for election to the board of directors and have agreed to certain restrictions on the sale of such shares. As a result of the voting and other agreements set forth in the Stockholders Agreement, the Reporting Persons may be deemed to beneficially own the shares of stock or similar securities of the Company or any securities convertible or exchangeable into or for any such stock or similar securities, or any securities carrying any warrant or right to subscribe to or purchase any such stock or similar securities or any such warrant or right (the “Equity Securities”) held by the Questor Entities, Deutsche Bank and Essar. As of November 5, 2003, the Reporting Persons may be deemed to have shared voting and shared dispositive power and own beneficially (i) 16,486,842 shares of Common Stock; (ii) 34,527,584 shares of Common Stock issuable upon conversion of the 23,375 shares of Series F Preferred Stock beneficially owned by the Questor Entities into Common Stock, subject to adjustment as provided in the Series F Certificate of Designation (following effectiveness of the amendment to the Series F Certificate of

Designation that is described above in Item 4, these shares of Series F Preferred Stock will be convertible into 46,910,503 shares of Common Stock, and as described in Item 4, the Questor Entities have committed in the Stockholders Agreement to convert all their shares of Series F Preferred Stock into Common Stock after such amendment), (iii) 37,697,503 shares of Common Stock beneficially owned by the Questor Entities, (iv) 33,974,174 shares of Common Stock issuable upon exercise of the warrants beneficially owned by Deutsche Bank (following issuance of the warrants to be issued at the subsequent closing, Deutsche Bank will own warrants to purchase an aggregate 263,303,304 shares of Common Stock), and (v) 34,110,343 shares of Common Stock issuable upon exercise of the warrants beneficially owned by Essar (following issuance of the warrants to be issued at the subsequent closing, Essar will own warrants to purchase an aggregate 264,358,628 shares of Common Stock). The Questor Entities,’ Deutsche Bank’s and Essar’s ownership included herein is based on advice received from each of those persons. Based on the 85,004,987 shares of Common Stock outstanding as of November 5, 2003, and assuming the initial warrants held by Deutsche Bank and Essar are fully exercised, the Reporting Persons would beneficially own 83.6% of the outstanding Common Stock. The Reporting Persons disclaim beneficial ownership of those Equity Securities held by the Questor Entities, Deutsche Bank and Essar.

(c) On November 5, 2003, the Reporting Persons (i) received payment in full and final satisfaction of a convertible note of the Company convertible into approximately 8,561,990 shares of Common Stock and a promissory note, (ii) had 144,493.39 shares of Series D Preferred Stock cancelled, convertible into approximately 7,331,555 shares of Common Stock, (iii) had 61,415.43 shares of Series E Preferred Stock cancelled, convertible into approximately 2,624,127 shares of Common Stock, (iv) had their warrants cancelled, convertible into approximately 2,269,224 shares of Common Stock, and (v) returned 2,572,364 shares of Common Stock to the Company for cancellation.

(d) Except with respect to shares of Common Stock the Reporting Persons may be deemed to beneficially own as described herein, no person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock beneficially owned by the Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

As disclosed in Item 4 above, on November 5, 2003, the Thayer Entities entered into the Stockholders Agreement. The Stockholders Agreement provides, among other things, that the Thayer Entities may be required to satisfy a “right of first offer” to Deutsche Bank and Essar prior to a transfer of the Thayer Entities’ shares of the Company’s equity securities to a third party. The Stockholders Agreement also provides that the Thayer Entities are required to use their best efforts to nominate and elect and will vote all of their shares (and have granted an irrevocable proxy in connection therewith) to elect and continue in office a board of directors consisting of ten members, three of whom shall be designated by Deutsche Bank, three of whom shall be designated by Essar, one of whom shall be the President and Chief Executive Officer and three of whom shall be independent of Deutsche Bank, Essar and the Company. The Stockholders Agreement also provides that the Thayer entities will use their best efforts, and where applicable, will vote all of their shares to cause the bylaws of the Company to contain certain requirements.

This description of the Stockholders Agreement is qualified in its entirety by reference to the Stockholders Agreement, a copy of which has been incorporated herein by reference as Exhibit 10.

Also in connection with the Deutsche Bank/Essar Transaction, the Thayer Entities entered into a Registration Rights Agreement, dated as of November 5, 2003, by and among the Company, Deutsche Bank, Essar,

the Questor Entities, the Thayer Entities and certain other existing stockholders of the Company (the “Registration Rights Agreement”). The Registration Rights Agreement provides for registration for resale of the shares of Common Stock held by the Thayer Entities, Deutsche Bank, Essar and the Questor Entities if conditions set forth in the Registration Rights Agreement are satisfied. Also pursuant to the Registration Rights Agreement, all of the rights of the Thayer Entities granted pursuant to the Securities Purchase and Registration Agreement, dated April 7, 1998, by and between ATC Communications Group, Inc. and Thayer Equity and the Series F Senior Voting Convertible Preferred Stock Purchase and Registration Rights Agreement, dated August 25, 1999, by and among the Company and certain stockholders were terminated.

This description of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which has been incorporated herein by reference as Exhibit 12.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Exhibit No.		Title

1		Joint Filing Agreement and Power of Attorney, dated January 18, 2001, among Thayer Equity Investors III, L.P., TC Equity Partners, L.L.C., TC Co-Investors, LLC, TC Management Partners, L.L.C., Frederic V. Malek, Carl J. Rickertsen and Paul G. Stern.*

2		Joint Filing Agreement, dated March 5, 2001, among Thayer Equity Investors III, L.P., TC Equity Partners, L.L.C., TC Co-Investors, LLC, TC Management Partners, L.L.C., Frederic V. Malek, Carl J. Rickertsen and Paul G. Stern.**

3		Joint Filing Agreement, dated June 11, 2001, among Thayer Equity Investors III, L.P., TC Equity Partners, L.L.C., TC Co-Investors, LLC, TC Management Partners, L.L.C., Frederic V. Malek, Carl J. Rickertsen and Paul G. Stern.***

4		Joint Filing Agreement, dated January 8, 2002, among Thayer Equity Investors III, L.P., TC Equity Partners, L.L.C., TC Co-Investors, LLC, TC Management Partners, L.L.C., Frederic V. Malek, Carl J. Rickertsen and Paul G. Stern. ****

5		Stock Transfer Letter dated December 27, 2001, by and between ITC Services Company and Questor Management Company, LLC, on behalf of itself and the Questor Entities.*****

6		Joint Filing Agreement, dated October 1, 2002, among Thayer Equity Investors III, L.P., TC Equity Partners, L.L.C., TC Co-Investors, LLC, TC Management Partners, L.L.C., Frederic V. Malek, Carl J. Rickertsen and Paul G. Stern. ******

7		Joint Filing Agreement, dated July 1, 2003, among Thayer Equity Investors III, L.P., TC Equity Partners, L.L.C., TC Co-Investors, LLC, TC Management Partners, L.L.C., Frederic V. Malek, Carl J. Rickertsen and Paul G. Stern. *******

8		Joint Filing Agreement, dated November 19, 2003, among Thayer Equity Investors III, L.P., TC Equity Partners, L.L.C., TC Co-Investors, LLC, TC Management Partners, L.L.C., Frederic V. Malek, Carl J. Rickertsen and Paul G. Stern.

9		Noteholder Agreement, dated November 5, 2003, of Thayer Equity Investors, III, L.P.

10		Stockholders Agreement, dated as of November 5, 2003, by and among Aegis Communications Group, Inc., Questor Partners Fund II, L.P., Questor Side-by-Side Partners II, L.P., Questor Side-by-Side Partners II, 3(c)(1), L.P., Thayer Equity Investors III, L.P., TC Co-Investors, LLC, Deutsche Bank AG-London action through DB Advisors, LLC as investment advisor and Essar Global Limited. ********

11		Written Consent of the Majority of the Holders of Common Stock and Series F Preferred Stock of Aegis Communications Group, Inc., executed as of November 5, 2003. *********

12		Registration Rights Agreement, dated as of November 5, 2003, by and among Aegis Communications Group, Inc., Deutsche Bank AG-London acting through DB, LLC as investment advisor, Essar Global Limited, Questor Partners Fund II, L.P., Questor Side-by-Side Partners II, L.P., Questor Side-by-Side Partners II, 3(c)(1), L.P., Thayer Equity Investors III, L.P., TC Co-Investors, LLC, Edward Blank and The Edward Blank 1995 Grantor Retained Annuity Trust. **********


*	Incorporated by reference to Exhibit 99.1 to the Schedule 13D of the Thayer Entities with respect to the Common Stock of the Company, filed on January 19, 2001.

**	Incorporated by reference to Exhibit 99.2 to the Schedule 13 D/A of the Thayer Entities with respect to the Common Stock of the Company, filed on March 5, 2001.

***	Incorporated by reference to Exhibit 99.3 to the Schedule 13 D/A of the Thayer Entities with respect to the Common Stock of the Company, filed on June 11, 2001.

****	Incorporated by reference to Exhibit 99.4 to the Schedule 13 D/A of the Thayer Entities with respect to the Common Stock of the Company, filed on January 8, 2002.

*****	Incorporated by reference to Exhibit 2 to the Schedule 13 D/A of the Questor Entities with respect to the Common Stock of the Company, filed on January 7, 2002.

******	Incorporated by reference to Exhibit 99.6 to the Schedule 13 D/A of the Thayer Entities with respect to the Common Stock of the Company, filed on October 1, 2002.

*******	Incorporated by reference to Exhibit 99.7 to the Schedule 13 D/A of the Thayer Entities with respect to the Common Stock of the Company, filed on July 1, 2003.

********	Incorporated by reference to Exhibit 2 to the Schedule 13 D/A of the Questor Entities with respect to the Common Stock of the Company, filed on November 14, 2003.

*********	Incorporated by reference to Exhibit 4 to the Schedule 13 D/A of the Questor Entities with respect to the Common Stock of the Company, filed on November 14, 2003.

**********	Incorporated by reference to Exhibit 3 to the Schedule 13 D/A of the Questor Entities with respect to the Common Stock of the Company, filed on November 14, 2003.

Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the amendment to the Statement on Schedule 13D with respect to the securities of Aegis Communications Group, Inc. to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.

(a) Reference is made to the Note and Warrant Purchase Agreement (the “Purchase Agreement”) dated as of the date hereof, by and among the Company, Deutsche Bank AG— London acting through DB Advisors, LLC as investment advisor (“DB”) and Essar Global Limited (“Essar,” and together with DB, the “Purchasers”). Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.

(b) The undersigned holder of Subordinated Debt (the “Noteholder”) hereby acknowledges and confirms that the Noteholder has received and read a copy of the Purchase Agreement.

(i) The Noteholder has all requisite power and authority to execute, deliver and perform this Noteholder Agreement. The execution, delivery and performance of this Noteholder Agreement by the Noteholder have been duly authorized by the Noteholder. This Noteholder Agreement has been duly executed and delivered by the Noteholder and constitutes a valid and binding obligation of the Noteholder, enforceable against the Noteholder in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting the rights of creditors generally.

(ii) The execution, delivery and performance of this Noteholder Agreement by the Noteholder does not (A) if the Noteholder is not an individual, conflict with, or result in any violation or breach of any provision of the organizational or governing documents of the Noteholder, (B) result in any violation or breach of, constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which the Noteholder is a party or by which the Noteholder or any of the Noteholder’s properties or assets may be bound, or (C) conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Noteholder or any of the Noteholder’s properties or assets.

(iii) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or other person is required by or with respect to the Noteholder in connection with the execution, delivery and performance of this Noteholder Agreement.

(iv) The Noteholder is the legal owner of the following debt and equity interests in the Company or its Subsidiaries, all of which are listed on Exhibit A hereto, free and clear of any security interests, liens, claims, pledges, restrictions, charges or other encumbrances

or restrictions of any nature whatsoever (other than restrictions imposed under any applicable securities laws): (A) Subordinated Debt in the original principal amounts of $4,212,236 and $9,194,844, warrants to purchase shares of Common Stock of the Company, shares of Series D and E Preferred Stock of the Company and 2,572,364 shares of Common Stock of the Company (collectively, the “Released Interests”), and (B) 16,486,842 shares of Common Stock of the Company, which includes 150,838 shares of Common Stock held by TC CO-Investors LLC (the “Non-Released Interests,” and together with the Released Interests, the “Company Interests”). Except for the Company Interests, the Noteholder does not own any debt or equity or other interests in, or any interests convertible into, exchangeable or exercisable for any debt or equity interests in the Company or any of its Subsidiaries.

(v) Except as disclosed pursuant to Section 3.21 of the Purchase Agreement, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by the Purchase Agreement based upon arrangements made by or on behalf of the Noteholder or any Affiliate of the Noteholder.

(a) The Noteholder hereby agrees to indemnify the Purchasers and their Affiliates, officers, directors, employees and agents (collectively, the “Indemnitees”) and hold the Indemnitees harmless from any loss, liability, damage, demand, claim, cost, suit, action or cause of action, judgment, award, assessment, interest, penalty or expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys’ and consultants’ fees) suffered or incurred by the Indemnitees for or on account of or arising from or in connection with any breach by the Noteholder of any of the representations and warranties contained herein.

(b) The Noteholder hereby agrees that the amount of the Purchase Price to be allocated to the Noteholder’s Subordinated Debt pursuant to Schedule 2 of the Purchase Agreement is sufficient to extinguish all of the Company’s obligations under the Noteholder’s Subordinated Debt, and, upon Closing and the payment of the Purchase Price by the Purchasers in accordance with the terms of the Purchase Agreement, all of the Company’s obligations to the Noteholder under the Subordinated Debt will be extinguished.

(c) For other good and valuable consideration, effective upon the payment of the Noteholder’s Subordinated Debt as contemplated by Section 3(b) hereof, the Noteholder hereby agrees to the termination and cancellation of the Released Interests.

(d) The Noteholder hereby agrees to release and forever discharge the Company and its Subsidiaries, and their respective successors and assigns (collectively, the “Releasees”), from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, covenants, contracts, controversies, agreements, promises, trespasses, damages, judgments, executions, claims and demands whatsoever, in law or equity, known or unknown, which the Noteholder and its successors and assigns ever had, now have or hereafter can, shall or may have against the Releasees from the beginning of the world to the date of this Agreement with respect to the Released Interests, upon the payment by the Purchasers of the Noteholder’s portion of the Purchase Price in accordance with the terms of the Purchase Agreement.

4. Governing Law. This Noteholder Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws rules thereof.

The Amended and Restated Convertible Promissory Note, dated April 11, 2003, in the original principal amount of $9,194,844, payable by the Company to the order of Thayer Equity Investors III, L.P.

The Amended and Restated Promissory Note, dated April 11, 2003, in the original principal amount of $4,212,236, payable by IQI to the order of Thayer Equity Investors III, L.P.

16,486,842 shares of Common Stock of the Company, which includes 150,838 held by TC CO-Investors LLC.



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

	Thayer Equity Investors III, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x
		(b) o


3	SEC USE ONLY


4	SOURCE OF FUNDS*

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


	7	SOLE VOTING POWER

		16,336,004
NUMBER OF
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0**
EACH
REPORTING	9	SOLE DISPOSITIVE POWER
PERSON
WITH		16,336,004

	10	SHARED DISPOSITIVE POWER

		0**

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	16,336,004**

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.2%**

14	TYPE OF REPORTING PERSON*

	PN



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

	TC Equity Partners, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x
		(b) o


3	SEC USE ONLY


4	SOURCE OF FUNDS*

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


	7	SOLE VOTING POWER

		16,336,004
NUMBER OF
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0**
EACH
REPORTING	9	SOLE DISPOSITIVE POWER
PERSON
WITH		16,336,004

	10	SHARED DISPOSITIVE POWER

		0**



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

	TC Co-Investors, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x
		(b) o


3	SEC USE ONLY


4	SOURCE OF FUNDS*

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware


	7	SOLE VOTING POWER

		150,838
NUMBER OF
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0**
EACH
REPORTING	9	SOLE DISPOSITIVE POWER
PERSON
WITH		150,838

	10	SHARED DISPOSITIVE POWER

		0**

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	150,838**

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.2%**

14	TYPE OF REPORTING PERSON*

	OO



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

	TC Management Partners, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x
		(b) o


3	SEC USE ONLY


4	SOURCE OF FUNDS*

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

	Frederic V. Malek

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x
		(b) o


3	SEC USE ONLY


4	SOURCE OF FUNDS*

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America


	7	SOLE VOTING POWER

		Disclaimed (see 11 below).
NUMBER OF
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		Disclaimed (see 11 below).
EACH
REPORTING	9	SOLE DISPOSITIVE POWER
PERSON
WITH		Disclaimed (see 11 below).

	10	SHARED DISPOSITIVE POWER

		Disclaimed (see 11 below).

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		Beneficial ownership of all shares disclosed in this Statement is disclaimed by Mr. Malek, except to the extent of his pecuniary interest therein.

12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x Beneficial ownership of all shares disclosed in this Statement is disclaimed by Mr. Malek, except to the extent of his pecuniary interest therein.

13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

		Not applicable (see 11 above).

14		TYPE OF REPORTING PERSON*

		IN



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

	Carl J. Rickertsen

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x
		(b) o


3	SEC USE ONLY


4	SOURCE OF FUNDS*

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America



1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

	Paul G. Stern

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) x
		(b) o


3	SEC USE ONLY


4	SOURCE OF FUNDS*

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America


			Dated: November 19, 2003

THAYER EQUITY INVESTORS III, L.P., a Delaware limited partnership			TC EQUITY PARTNERS, L.L.C., a Delaware limited liability company

By:	TC Equity Partners, L.L.C.,
	a Delaware limited liability company,			/s/ Barry E. Johnson
	its General Partner
				Barry E. Johnson
				Secretary, Treasurer and
		/s/ Barry E. Johnson		Chief Financial Officer

		Barry E. Johnson Secretary, Treasurer and Chief Financial Officer



CUSIP No. 00760B105	13D/A	Page 2 of 17 Pages



CUSIP No. 00760B105	13D/A	Page 3 of 17 Pages



CUSIP No. 00760B105	13D/A	Page 4 of 17 Pages



CUSIP No. 00760B105	13D/A	Page 5 of 17 Pages


TC CO-INVESTORS, LLC, a Delaware limited liability company			TC MANAGEMENT PARTNERS, L.L.C., a Delaware limited liability company

By:	TC Management Partners, L.L.C., a Delaware limited liability company, its General Partner			/s/ Barry E. Johnson

		/s/ Barry E. Johnson		Barry E. Johnson
				Secretary, Treasurer and
		Barry E. Johnson Secretary, Treasurer and Chief Financial Officer		Chief Financial Officer


Date: November 5, 2003
	THAYER EQUITY INVESTORS, III, L.P.
	By: TC Equity Partners, LLC, Its General Partner

	By:	/s/ Christopher M. Temple

	Name:	Christopher M. Temple

	Title:	An Authorized Officer


Thayer Equity Investors III, L.P.	W - 1	1,100,000	$	1.96	4/7/98
Thayer Equity Investors III, L.P.	W3 - 1	261,240	$	2.375	7/9/98
Thayer Equity Investors III, L.P.	W4 - 1	907,984	$	0.90625	6/30/99