Exhibit 10.13

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

     This  Amended  and  Restated  Employment  Agreement  ("Agreement")  is made
effective the 1st day of December,  1999 between SITEL CORPORATION,  a Minnesota
corporation ("Company") and JAMES F. LYNCH ("Executive").  This Agreement amends
and restates in its entirety the Employment  Agreement  dated  effective May 11,
1995 between Company and Executive.

         THE PARTIES AGREE AS FOLLOWS:

     1. Employment and Duties.  Company hereby employs Executive as its Chairman
of the Board and member of the Office of the Chairman  throughout  the remaining
term of this  Agreement  and agrees to cause  Executive  from time to time to be
elected or appointed to such corporate  offices or positions.  Executive accepts
such  employment.  The duties and  responsibilities  of Executive  shall include
duties and  responsibilities  consistent with Executive's  corporate offices and
positions, including those set forth in the bylaws of Company from time to time,
overall  responsibility  for the  development  and  implementation  of Company's
business plans and strategies,  and such other duties and responsibilities which
the Board of  Directors of Company  from time to time may  reasonably  assign to
Executive.  Unless otherwise  determined by agreement of Executive and the Board
of  Directors  of  Company,  Executive  also shall  serve in the same  corporate
offices or positions with Company's  subsidiaries (and Company's  successor,  in
the  event  of  any  corporate  reorganization)  throughout  the  term  of  this
Agreement,  and shall have the same duties and responsibilities  with respect to
such  subsidiaries  (and such successor) as he has with respect to Company,  but
without additional compensation, and Company agrees to cause Executive from time
to time to be elected or appointed to such corporate offices or positions.

     2. Term. The original term of this  Agreement  began June 1, 1995 and ended
May 31,  1998,  but the term has  continued  without  interruption  for  rolling
three-year  periods pursuant to the following  provision.  Commencing on June 1,
1996, and on the same calendar date each year  thereafter  through and including
June 1,  2002,  Executive's  employment  term  under  this  Agreement  has  been
automatically  extended, and shall continue to be automatically  extended, by an
additional  consecutive  twelve (12) month period,  unless sooner  terminated in
accordance with this Agreement.

     3. Work  Efforts;  Other  Activities.  During  the term of this  Agreement,
Executive shall devote substantially all of his work efforts to the business and
affairs of Company responsibilities  assigned to him pursuant to this Agreement.
However,  Executive  may  devote  a  reasonable  amount  of his  time to  civic,
community, or charitable activities and, with the prior approval of the Board of
Directors  of Company,  to serve as a director of other  corporations  and other
activities not expressly  mentioned in this paragraph.  Executive may invest his
personal  assets  as he deems  appropriate  so long as such  investments  do not
interfere  with  Executive's  performance  of the  duties  and  responsibilities
assigned to him pursuant to this Agreement.

     4. Place of Employment.  The office of Executive shall be located in Omaha,
Nebraska during the term of this  Agreement,  and Executive will not be required
to  relocate or transfer  his office from the  immediate  vicinity of the Omaha,
Nebraska  metropolitan  area.  Company  shall  furnish  Executive  with offices,
secretarial and other support services  consistent with those currently provided
and such other  facilities  and services at such  locations as may be reasonably
required  to  permit  Executive  to  conveniently  fulfill  the  duties  of  his
employment.

                                       1
<PAGE>
     5. Base Salary.  For all  services to be rendered by Executive  pursuant to
this  Agreement,  Company  agrees  to pay  Executive  during  the  term  of this
Agreement a base annual salary (the "Base  Salary") of not less than the greater
of (a) the base salary  established  for  Executive  by  Company's  Compensation
Committee  (the  "Committee");  or  (b)  $250,000.  The  Base  Salary  shall  be
increased,  effective  on the first day of each fiscal  year during  Executive's
employment (the "Adjustment Date") by an amount equal to the percentage increase
in the U.S.  Department of Labor  Consumer Price Index (All Items) for all Urban
Consumers, U.S. City Average,  1982-1984 = 100 (the "Index") since June 1, 1995,
or the previous  Adjustment  Date,  whichever is later.  The adjustment shall be
determined  no later than three (3) months after the  Adjustment  Date for which
the  adjustment  applies.  At no time  will the Base  Salary,  as  adjusted,  be
decreased  by a decline of the Index.  The Base Salary shall be paid in periodic
installments in accordance with Company's regular payroll practices.

     6. Additional Compensation.

                 (a) Bonus.  Within sixty (60) days prior to the commencement of
each fiscal year beginning in 1996 during the term of this Agreement,  Executive
and the Committee  shall mutually agree upon the criteria upon which a bonus for
Executive for such next fiscal year is to be based.  A bonus shall be awarded to
Executive for each fiscal year in accordance with the mutually agreed  criteria,
unless Executive and the Committee agree that the bonus shall be awarded on some
other  basis in which case a bonus  shall be awarded as such other basis as they
have mutually  agreed.  The Company shall pay such awarded bonus to Executive in
cash within thirty (30) days after it is awarded by the Committee  (and no later
than  ninety  (90) days after the end of such fiscal year for which the bonus is
awarded) unless  otherwise  agreed to by Executive and Company in advance of the
award.  It is expected but not required that the bonus shall be derived from the
annual bonus pool established by the Company for key management, supervisory and
administrative employees.

                  (b) Stock Option  Plans.  On June 1 of each year  beginning in
1996 during the term of this  Agreement  (or,  with respect to the final year of
this Agreement, upon the effective date of termination of Executive's employment
if such  effective  date is a date other than June 1) (the "Option Grant Date"),
Company through the Committee shall cause to be granted to Executive  options to
purchase  that number of shares of  Company's  voting  common  stock which is at
least equal to five  percent  (5%) of the  aggregate  number of shares for which
options for Company  stock were  granted  since the last Option  Grant Date (or,
with  respect  to the  first  year of this  Agreement,  since  June 1,  1995) to
Company's  employees  and to Company's  non-employee  directors  under any stock
option plans  (including  incentive  stock option  plans) of Company.  The terms
(including  price and exercise  dates) of the options granted to Executive shall
be as  determined  by the  Committee  but shall be  comparable to the terms upon
which options were  generally  granted to other  employees of Company during the
applicable period, subject to any differences required under applicable tax laws
with respect to incentive stock options granted to Executive. In all events, the
options  granted to Executive  shall provide that Executive  shall have at least
ninety (90) days  following  termination of  Executive's  employment  under this
Agreement  for any  reason  other  than  death,  and that  Executive's  personal
representative  or other legal  representative  shall have at least one (1) year
following  Executive's death, to exercise any or all of the outstanding  options
granted to  Executive  to the extent they were  exercisable  on the date of such
termination of employment or, if  Executive's  employment is terminated  without
cause or  constructively  or by reason of Executive's  death or  disability,  to
exercise any or all of such outstanding  options in full.  Executive and Company
acknowledge  that  Executive  voluntarily  waived his  rights to receive  option
grants  pursuant to this Section 6(b) on June 1, 1997,  June 1, 1998 and June 1,
1999.

                 (c) Benefit Plans.  During the term of this Agreement,  Company
shall  provide to Executive  and his eligible  dependents  at Company's  expense
individual  or  group  medical,   hospital,  dental,  and  long-term  disability
insurance coverages and group life insurance coverage,  in each case at least as
favorable as those coverages  provided to the other senior executive officers of
Company or its subsidiaries.  Executive shall also be entitled to participate in
such other benefit plans or programs which Company or its

                                       2
<PAGE>

subsidiaries from time to time may make available to its employees  generally or
to some or all of its other senior executive officers.

                 (d) Vacations and Holidays.  During the term of this Agreement,
Executive  shall be entitled  to paid  vacations,  holidays  and time off as are
consistent  with  past  practice  and  custom  for  Company's  senior  executive
officers.

                 (e) Other  Benefits  and  Allowances.  During the term  of this
Agreement,  Executive  shall,  in addition,  receive the benefits or  allowances
described in the attached Schedule 6(e).

                 (f)  Expenses.  During  the term of this  Agreement,  Executive
shall be entitled to prompt  reimbursement by Company of all reasonable ordinary
and necessary  travel,  entertainment,  and other expenses incurred by Executive
(in accordance  with the policies and procedures  established by Company for its
senior executive officers) in the performance of his duties and responsibilities
under this Agreement;  provided,  that Executive shall properly account for such
expenses in accordance with Company  policies and procedures,  which may include
but are not limited to itemized accountings.

     7. Termination of Employment.

                 (a)  Death. Executive's  employment  under this Agreement shall
terminate upon his death.

                 (b)  Disability.  If Executive  becomes  incapable by reason of
physical injury,  disease,  or mental illness from substantially  performing his
duties under this  Agreement  for a  continuous  period of six (6) months or for
more than one hundred eighty (180) days in the aggregate  during any twelve (12)
month period (a  "Disability  Period"),  then Company may terminate  Executive's
employment under this Agreement.

                 (c) Cause.  Company also may terminate  Executive's  employment
under this Agreement for cause; however, for purposes of this Agreement, "cause"
shall  mean only (i)  Executive's  confession  or  conviction  of theft,  fraud,
embezzlement,  or any  other  crime  involving  dishonesty,  (ii)  bad  faith or
dishonest  conduct on the part of Executive  which is materially  detrimental to
Company,  or (iii) Executive's  failure to comply with a lawful directive of the
Board of Directors of Company material to Executive's duties and Executive shall
fail to comply with such directive  within thirty (30) days after his receipt of
a written  notice  from the  Board of  Directors  of  Company  setting  forth in
reasonable   detail  the  particulars   necessary  for  reasonable   compliance.
Termination  shall occur thirty (30) days after  "cause" is  established.  In no
event shall the results of Company's operations or any business judgment made in
good faith by Executive  constitute an  independent  basis for  termination  for
cause of Executive's employment under this Agreement.

                 (d) Voluntary  Resignation.  Executive may  voluntarily  resign
from Company's  employ at any time upon at least thirty (30) days' prior written
notice of the effective date of such resignation.

                 (e)  Constructive  Termination.   In  the  event  of  Company's
Constructive Termination of Executive's employment,  Executive, at his election,
may remain employed or terminate his employment under protest,  provided that he
has given written  notice to the Board of Directors  setting forth the manner in
which he has been constructively terminated and such Constructive Termination is
not timely  corrected.  In the event of a  Constructive  Termination,  Executive
shall  continue to receive all  compensation  and benefits  provided for in this
Agreement, including an office, furnishings,  equipment and secretarial services
of his  selection  of  equal  quality  for  the  remainder  of the  term of this
Agreement.  "Constructive  Termination"  for purposes hereof shall mean that (i)
Company has delegated one or more of Executive's  duties  described in paragraph
1, other than for cause as defined in Section 7(c), and Company fails to confirm
to Executive in writing the  reinstatement  of any such duty to Executive within
thirty (30) days after receipt by the Board of Directors of Executive's  written
notice of protest;  (ii) Company has,  without  Executive's  consent,  moved its
executive  offices  from  the  Omaha,   Nebraska  metropolitan  area;  or  (iii)
Executive's Base Salary is decreased

                                       3
<PAGE>

below its current level  ($400,000)  except only on an Adjustment  Date in years
beginning no earlier than the year 2001 (but in any event as provided in Section
5 the Base Salary may never be decreased below $250,000).

     8. Payments Upon Termination of Employment.

                 (a) Death or Disability.  In the event  Executive's  employment
shall  terminate by reason of death or disability as described in  subparagraphs
7(a) or 7(b) above  prior to the end of the term of this  Agreement,  Executive,
his legal  representative or beneficiary,  as the case may be, shall be entitled
to receive  within thirty (30) days after the date of  termination a cash amount
equal to eighteen  (18) months of  Executive's  Base  Salary,  bonuses and other
compensation and benefits  provided for in this Agreement (as such term has been
automatically  extended pursuant to paragraph 2 above),  which cash amount shall
in  any  event  not be  less  than  $1,120,000  or  more  than  $1,300,000.  Any
compensation  otherwise  payable  under  this  subparagraph,  however,  shall be
reduced by an amount equal to the net payments  Executive is entitled to receive
for the same period by reason of any Company paid  disability  benefit  plans or
social  security  disability  income.  For purposes of computing  the  aggregate
bonuses payable under this  subparagraph  8(a), such aggregate  bonuses shall be
equal to the average of the aggregate  bonuses  earned by Executive with respect
to his preceding  three (3)  employment  years which amount  shall,  in turn, be
multiplied by a factor of 1.5.

                 (b) Termination for Cause. In the event Executive's  employment
shall be terminated "for cause" as described in  subparagraph  7(c) prior to the
end of the term of this Agreement, Executive shall be entitled to receive within
thirty (30) days after the date of termination,  a cash amount equal to his Base
Salary,  bonuses  and  other  compensation  and  benefits  up  to  the  date  of
termination.  Any bonuses  for a partial  year of  employment  shall be prorated
through date of termination.

                 (c) Involuntary Termination.  If Company terminates Executive's
employment  constructively  as  described  in  subparagraph  7(e)  above,  or if
Executive's  employment  shall  terminate  for any other reason not set forth in
subparagraphs  7(a)-(d)  above,  prior to the end of the term of this Agreement,
then  (without  limiting  any other rights or claims  which  Executive  may have
against Company or others), Executive shall be entitled to receive within thirty
(30) days after the date of termination a cash amount equal to Executive's  Base
Salary,  bonuses  and  other  compensation  and  benefits  provided  for in this
Agreement from the date of such termination  through the end of the then term of
this  Agreement  (as such  term  has been  automatically  extended  pursuant  to
paragraph  2  above),  which  cash  amount  shall in any  event not be less than
$1,120,000  or more than  $1,300,000.  For purposes of computing  the  aggregate
bonuses payable under this  subparagraph  8(c), such aggregate  bonuses shall be
equal to the average of the aggregate  bonuses  earned by Executive with respect
to his preceding  three (3)  employment  years which amount  shall,  in turn, be
multiplied  by a factor equal to the number of whole and/or  partial  employment
years,  inclusive of the then current employment year, remaining through the end
of the then term of this Agreement (as such term has been automatically extended
pursuant  to  paragraph  2  above).  For  example,  if  Executive's   employment
terminates other than by reason of his death, disability,  "cause" as defined in
Section 7(c), or voluntary resignation,  on February 1, 2000, and if at the time
of his  termination  he was  receiving a Base Salary of $400,000  per year,  was
receiving  other  compensation  and benefits valued at $25,000 per year, and had
received no bonuses during the preceding  three (3) employment  years,  then the
cash amount  payable to  Executive  pursuant to this  Section  8(d) shall be the
$1,120,000  minimum,  since  ($400,000  + $25,000 + $0) =  $425,000  x 2.33 (the
number of years  remaining in the then term which still runs from  February 2000
through May 2002) = $990,250.

The payments  provided for above  constitute  the full amounts  which  Executive
shall be entitled to be paid under this Agreement in the event of termination of
his  employment  prior to the end of the term of this  Agreement.  The following
amounts shall be credited against,  and shall therefore reduce,  any cash amount
which becomes payable to Executive  pursuant to this Section 8: (i) $100,000 per
year (prorated  monthly for any partial years) of the Base Salary increase (from
$250,000 to $400,000) implemented effective for the pay

                                       4
<PAGE>

period  beginning  on or  about  June 1,  1999 and  paid to  Executive  prior to
termination of employment;  and (ii) 100% of any discretionary cash bonuses paid
to Executive between May 11, 1999 and termination of employment. For example, if
Executive  were  entitled  to be paid the cash amount  described  in the example
given in Section 8(d), and if Executive had been paid  $8,333/month x 8 months =
$66,664 of the Base Salary increase and discretionary  cash bonuses of $300,000,
then a total of  $366,664  would be  credited  against  the cash  amount and the
balance  of  $1,120,000  - $366,664  =  $753,336  would be payable to  Executive
pursuant to Section 8(d).

     9. Notice of  Termination.  Any  termination of  Executive's  employment by
Company shall be  communicated  in a written Notice of Termination to Executive.
For purposes of this Agreement,  a "Notice of  Termination"  shall mean a notice
from the Board of  Directors  which  shall  indicate  the  specific  termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and  circumstances  claimed  to  provide  a basis for  termination  of
Executive's employment under the provision so indicated.

     10.  Confidentiality  and  Noncompetition  Agreement.  Executive,  for  the
consideration   stated  herein,   has  previously   executed  a  "Noncompetition
Agreement"  in the form attached as Schedule 10, which for avoidance of doubt is
hereby confirmed as remaining in full force and effect.

     11.  Registration  Rights.  If  Executive's  employment  with Company shall
terminate for any reason other than voluntary resignation or final expiration of
the term of this Agreement, Executive may thereafter require Company to register
any or all of the  unregistered  shares of common stock that  Executive  (or his
assigns)  may then  own as of the  date of such  termination  of  employment  in
accordance with the provisions of the previously executed  "Registration  Rights
Agreement"  in the form attached as Schedule 11, which for avoidance of doubt is
hereby confirmed as remaining in full force and effect.

     12.  Successors  and  Assigns.  This  Agreement  and all rights  under this
Agreement shall be binding upon,  inure to the benefit of, and be enforceable by
the  parties  hereto and their  respective  personal  or legal  representatives,
executors, administrators,  heirs, distributees, devisees, legatees, successors,
and assigns. This Agreement is personal in nature, and neither of the parties to
this  Agreement  shall,  without  the  written  consent of the other,  assign or
transfer this  Agreement or any right or obligation  under this Agreement to any
other person or entity.

     13.   Notices.   For  purposes  of  this   Agreement,   notices  and  other
communications  provided  for in this  Agreement  shall be deemed to be properly
given if delivered  personally or sent by United States  certified mail,  return
receipt requested, postage prepaid, addressed as follows:

        If to Executive: James F. Lynch
                         19 Ginger Cove
                         Valley, Nebraska  68064

        If to Company:   SITEL Corporation
                         111 South Calvert Street
                         Suite 1900
                         Baltimore, Maryland  21202
                         Attn: President

or to such other  address as either party may have  furnished to the other party
in  writing  in  accordance   with  this   paragraph.   Such  notices  or  other
communications  shall be effective only upon receipt.  Notices also may be given
by facsimile and in such case shall be deemed to be properly  given when sent so
long as the sender  uses  reasonable  efforts to confirm  and does  confirm  the
receiver's receipt of the facsimile transmission.

                                       5
<PAGE>

     14.  Merger,  Etc. of Company.  If during the term of this Agreement all or
substantially  all of the assets and  business  of Company  are  disposed  of by
merger,  consolidation,  sale of assets,  or  otherwise,  then Company may elect
either:

                 (a) to assign this  Agreement  and all of Company's  rights and
obligations  under this  Agreement to the  acquiring  or surviving  corporation;
provided that such acquiring or surviving  corporation  shall assume in writing,
in a manner  reasonably  satisfactory  to Executive,  all of the  obligations of
Company under this  Agreement;  and provided  further that Company (in the event
and so long as it remains in business as an independent  going enterprise) shall
remain liable for the performance of its obligations under this Agreement in the
event of an  unjustified  failure of the  acquiring  corporation  to perform its
obligations under this Agreement; or

                 (b) in addition to its other rights of termination set forth in
paragraph 7, to terminate  this  Agreement upon at least thirty (30) days' prior
written  notice to Executive  and the payment to  Executive of the  compensation
provided for in subparagraph 8(c).

     15. Miscellaneous.  No provision of this Agreement may be modified, waived,
or  discharged  unless such waiver,  modification,  or discharge is agreed to in
writing  and is signed by  Executive  and an  officer  of  Company  (other  than
Executive)  so  authorized  by the Board of Directors  of Company.  No waiver by
either party to this  Agreement at any time of any breach by the other party of,
or  compliance  by the other party with,  any  condition  or  provision  of this
Agreement  to be  performed by the other party shall be deemed to be a waiver of
similar  or  dissimilar  provisions  or  conditions  at the same or any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied,  with respect to the subject matter of this Agreement have been made by
either party that are not expressly set forth in this Agreement.

     16.  Validity.  The  invalidity  or  unenforceability  of any  provision or
provisions of this Agreement shall not affect the validity or  enforceability of
any other  provision of this  Agreement,  which other  provision shall remain in
full force and effect; nor shall the invalidity or unenforceability of a portion
of any provision of this Agreement affect the validity or  enforceability of the
balance of such provision.

     17.   Counterparts.   This   document  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  and all of which
together shall constitute a single agreement.

     18.  Headings.  The headings of the paragraphs  contained in this Agreement
are for  reference  purposes only and shall not in any way affect the meaning or
interpretation of any provision of this Agreement.

     19.  Applicable  Law. This Agreement  shall be governed by and construed in
accordance  with the internal  substantive  laws,  and not the  conflicts of law
principles, of the State of Nebraska.

     20. Dispute  Resolution.  Any claim by Executive or Company arising from or
in connection with this Agreement,  whether based on contract, tort, common law,
equity,  statute,  regulation,  order,  or  otherwise,  (a  "Dispute")  shall be
resolved as follows:

                 (a) Such Dispute  shall be  submitted to mandatory  and binding
arbitration  at the  election of either  Executive  or Company  (the  "Disputing
Party").  Except as otherwise  provided in this  paragraph  20, the  arbitration
shall  be  pursuant  to  the  Commercial   Arbitration  Rules  of  the  American
Arbitration Association (the "AAA").

                 (b) To initiate  the  arbitration,  the  Disputing  Party shall
notify the other party in writing  within thirty (30) days after the  occurrence
of the  event  or  events  which  give  rise to the  Dispute  (the  "Arbitration
Demand"), which notice shall (i) describe in reasonable detail the nature of the
Dispute, (ii) state

                                       6
<PAGE>

the amount of any claim,  (iii) specify the requested  relief,  and (iv) name an
arbitrator  who (A) has been  licensed to practice  law in the U.S. for at least
ten (10) years, (B) has no relationship to either Executive or Company,  and (C)
is experienced in  representing  clients in connection  with  employment-related
disputes (the "Basic Qualifications").  Within fifteen (15) days after the other
party's receipt of the Arbitration  Demand,  such other party shall serve on the
Disputing  Party a written  statement  (i) answering the claims set forth in the
Arbitration  Demand and including any affirmative  defenses of such party,  (ii)
asserting any  counterclaim,  which  statement  shall (A) describe in reasonable
detail the nature of the  Dispute  relating to the  counterclaim,  (B) state the
amount of the  counterclaim,  and (C) specify the  requested  relief,  and (iii)
naming a second arbitrator satisfying the Basic Qualifications. Promptly, but in
any event  within five (5) days  thereafter,  the two (2)  arbitrators  so named
shall  select a third  neutral  arbitrator  from a list  provided  by the AAA of
potential  arbitrators who satisfy the Basic Qualifications and who have no past
or present  relationship with the parties or their counsel,  except as otherwise
disclosed  in writing to and approved by the parties.  The  arbitration  will be
heard by a panel of the  three  (3)  arbitrators  so  chosen  (the  "Arbitration
Panel"),  with the third  arbitrator so chosen serving as the chairperson of the
Arbitration  Panel.  Decisions  of a majority of the members of the  Arbitration
Panel shall be determinative.

                  (c) The arbitration hearing shall be held in Omaha,  Nebraska.
The  Arbitration  Panel is  specifically  authorized  to render  partial or full
summary  judgment as provided for in the Federal Rules of Civil  Procedure.  The
Arbitration  Panel  will  have no  power  or  authority,  under  the  Commercial
Arbitration  Rules of the AAA or  otherwise,  to relieve the parties  from their
agreement  hereunder  to  arbitrate  or  otherwise  to  amend or  disregard  any
provision of this Agreement,  including,  without limitation,  the provisions of
this paragraph 20.

                 (d) If an  arbitrator  refuses  or is  unable to  proceed  with
arbitration  proceedings  as called for by this  paragraph  20, such  arbitrator
shall be  replaced  by the  party  who  selected  such  arbitrator  or,  if such
arbitrator was selected by the two (2) party-appointed  arbitrators, by such two
(2) party-appointed  arbitrators' selecting a new third arbitrator in accordance
with  subparagraph  20(b),  in  either  case  within  five (5) days  after  such
declining or withdrawing  arbitrator's  giving notice of refusal or inability to
proceed.   Each   such   replacement   arbitrator   shall   satisfy   the  Basic
Qualifications. If an arbitrator is replaced pursuant to this subparagraph 20(d)
after the arbitration  hearing has commenced,  then a rehearing shall take place
in accordance with the provisions of this subparagraph  20(d) and the Commercial
Arbitration Rules of the AAA.

                 (e) Within five (5) days after the  closing of the  arbitration
hearing,  the  Arbitration  Panel shall prepare and  distribute to the parties a
writing setting forth the  Arbitration  Panel's finding of facts and conclusions
of law relating to the Dispute, including the reason for the giving or denial of
any award.  The findings and  conclusions and the award, if any, shall be deemed
to be confidential information.

                 (f) The  Arbitration  Panel is instructed to schedule  promptly
all discovery and other procedural steps and otherwise to assume case management
initiative and control to effect an efficient and expeditious  resolution of the
Dispute. The Arbitration Panel is authorized to issue monetary sanctions against
either  party if,  upon a showing  of good  cause,  such  party is  unreasonably
delaying the proceeding.

                 (g) Any award rendered by the Arbitration  Panel will be final,
conclusive,  and binding upon the parties, and any judgment on such award may be
entered and enforced in any court of competent jurisdiction.

                 (h) Each party  will bear a pro rata share of all fees,  costs,
and expenses of the arbitrators;  and,  notwithstanding any law to the contrary,
each party will bear all of the fees,  costs, and expenses of its own attorneys,
experts,  and witnesses.  However, in connection with any judicial proceeding to
compel  arbitration  pursuant to this Agreement or to enforce any award rendered
by the  Arbitration  Panel,  the prevailing  party in such a proceeding  will be
entitled  to  recover  reasonable  attorneys'  fees  and  expenses  incurred  in
connection with such proceedings,  in addition to any other relief to which such
party may be entitled.

                                       7
<PAGE>

                  (i) Nothing  contained  in the  preceding  provisions  of this
paragraph  20 shall be  construed  to prevent  either  party from seeking from a
court a temporary  restraining  order or other  injunctive  relief pending final
resolution of a Dispute pursuant to this paragraph 20.

                                       8
<PAGE>
                                SIGNATURE PAGE TO
                                 JAMES F. LYNCH
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     IN WITNESS WHEREOF, Company and Executive have executed this Agreement.

                                       SITEL CORPORATION, a Minnesota
                                       corporation


                                       By: /s/
                                           ------------------------------------
                                           Phillip A. Clough, President and
                                           Chief Executive Officer


                                           /s/
                                           ------------------------------------
                                           JAMES F. LYNCH

                                       9
<PAGE>
                                  SCHEDULE 6(e)

                                       CAR
                                       ---

     Company shall provide Executive with a new luxury automobile not less often
than every  three (3) years at least  equal in quality  to  Executive's  current
Company automobile.

                            COUNTRY CLUB MEMBERSHIPS
                            ------------------------

     Company shall pay all fees and expenses  associated  with membership in two
(2) country clubs, including golfing privileges, to the extent Company's payment
of the fees and expenses are tax deductible to Company.

                                       10
<PAGE>

                                   SCHEDULE 10

                  CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
                  ---------------------------------------------

                                 (see attached)

                                       11
<PAGE>
                          SITEL CORPORATION MANAGEMENT
                  CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

     THIS  AGREEMENT  is  entered  into  this  11th  day of May,  1995 by  SITEL
CORPORATION,  a  Minnesota  corporation  (the  "Company"),  and  JAMES F.  LYNCH
("Employee").

     Company  operates a direct sales and marketing  business  which creates and
directs  large-scale  telephone-based  marketing  programs  for large  corporate
clients, using inbound,  outbound and call interactive  telemarketing  services.
Its operations and clients are throughout the United States, and are expected to
expand internationally.  Employee is the Chief Executive Officer of Company. The
Company  desires to  continue  Employee's  employment  and  Employee  desires to
continue his or her employment with the Company under the terms of an employment
agreement being entered into concurrently herewith (the "Employment Agreement").

     Employee  has direct  personal  contact and  actually  does  business  with
existing  clients.  Employee is also  involved in obtaining  new clients for the
Company,  and is directly  involved in targeting,  meeting and negotiating  with
prospective clients. The sales cycle to close business with a prospective client
generally  takes from three months to one year.  The parties  recognize  that by
reason  of the  length  of  time  that it  requires  to  develop  and  retain  a
relationship  between  employees and existing and prospective  clients,  that it
will  take a period  of time for the  Company  to  reestablish  and  retain  the
goodwill between the Company and its client without  interference from departing
employees.

     In order to permit  Employee  to function  as a member of  management,  the
Company  will,  from  time to time,  entrust  Employee  with  highly  sensitive,
confidential,  and proprietary  information belonging to the Company,  including
but not limited to knowledge  regarding  the Company's  business,  future plans,
trade secrets,  know-how,  products,  suppliers,  clients, and employees,  which
Company desires to protect.  Additionally,  the Company will, from time to time,
entrust  confidential  information  of its clients,  which was  disclosed to the
Company pursuant to certain  confidentiality  agreements between the Company and
the respective client.  Because of the difficulty of isolating the Company's and
protected clients' Confidential Information from other business activities which
Employee  may  consider  pursuing on his or her own,  some  limitations  must be
imposed on  Employee's  right to compete  with the  Company or use  Confidential
Information of the Company or its clients.

     In consideration of the foregoing recitals and the continued  employment of
Employee  under the terms of the  Employment  Agreement,  the  parties  agree as
follows:

Section 1 - Nondisclosure of Confidential Information.
-----------------------------------------------------

     (a) "Confidential Information" means information, not generally known, that
is proprietary to Company, including without limitation:

         1)       financial and accounting data, sales records,  profit and loss
                  and  other  performance  reports,  pricing  manuals,  training
                  manuals,  selling and pricing  procedures,  financing methods,
                  data processing and communication information, technical data,
                  securities information,  agreements with insurers,  banks, and
                  other service providers,  trade secrets and know-how regarding
                  Company's business and its products and services;

         2)       personnel  and  salary  information, including wages, bonuses,
                  commissions, and fringe benefits;

         3)       production and processing procedures, formulae and systems;

         4)       vendor and supplier information;

                                       12
<PAGE>

         5)       buying  practices,  sources  of  supply  for  components,  the
                  quality,  prices  and  usage of  components,  information  and
                  materials,  manner of vendor payment, profit margins,  expense
                  ratios,  pricing,  lead time and other information  concerning
                  the Company's buying activities;

         6)       client lists and prospect lists including, without limitation,
                  names of contacts, products and services purchased, quantities
                  of  products  and  services   purchased,   pricing   including
                  discounts  and add-ons,  terms,  credit  histories,  timing of
                  purchases,   and  payment   histories,   special   demands  of
                  particular clients,  and current and anticipated  requirements
                  of clients generally for products or services of the Company;

         7)       marketing   information,    including,   without   limitation,
                  research,   development,   testing  and  client   surveys  and
                  preferences  regarding the Company's  current and new products
                  or  services,  and  specifications  of  any  new  products  or
                  services under development by or for the Company;

         8)       business projections,  strategic planning, marketing planning,
                  activity  and  practices,  marketing  systems and  procedures,
                  pricing policies and practices,  and inventory  procedures and
                  systems; and

         9)       confidential information of the Company's clients.

     (b) Employee agrees to receive, hold and treat all Confidential Information
received from or developed for the Company as  confidential  and secret,  to use
such  Confidential  Information only for the advancement of the interests of the
Company,  and to use  Employee's  best  efforts to protect  the  secrecy of such
Confidential Information.  Employee agrees that Confidential Information will be
disclosed  by  Employee  only to those  persons  who are  required  to have such
knowledge in  connection  with their work for the Company and that Employee will
not directly or  indirectly  disclose  any  Confidential  Information  to others
without the prior written consent of the Company. Employee further agrees not to
use,  directly or indirectly,  any  Confidential  Information for the benefit of
Employee or any third party.  Confidential  Information  does not include any of
the items in this Section which have become  publicly  known and made  generally
available  through  no  wrongful  act of  Employee  or of others  who were under
confidentiality obligations as to the item or items involved.

     (c) Employee agrees that upon termination of his or her employment with the
Company,  for any reason  whatever,  voluntary or  involuntary,  with or without
cause, he or she will immediately return to the Company all equipment, property,
funds,  lists,  forms,  plans,  documents or other written or computer material,
software or firmware, or copies of the same, belonging to the Company, or any of
its clients including all materials containing  Confidential  Information within
his possession, and he will not retain or use any Confidential Information.

Section 2 - Restrictions Against Competition.
--------------------------------------------

     Employee acknowledges that because the Confidential  Information made known
to or developed by Employee  during his or her employment with the Company could
not practically be disregarded,  the provision of similar employee services to a
competitor of the Company  immediately  following the  termination of his or her
employment with the Company would inherently and inevitably result in the use of
Confidential  Information  of the Company by Employee,  even if Employee were to
use his or her best efforts to avoid using such information. In order to prevent
the  improper  use  of  Confidential   Information  and  the  resulting   unfair
competition and misappropriation of the Company's goodwill and other proprietary
interests,  Employee agrees that while he or she is employed by the Company and,
unless  such  termination  is without  cause  ("cause"  having  only the meaning
described in  subparagraph  6(c) of the Employment  Agreement),  for a period of
eighteen (18) months after the termination of his employment  other than without
cause, Employee

                                       13
<PAGE>

will not,  directly or indirectly,  whether as an employee,  agent,  consultant,
independent contractor, owner, partner or otherwise:

         a)       solicit  any  client  of  the  Company,  with  whom  he or she
                  actually did business and had personal contact during the term
                  of his or her employment with the Company,  for the purpose of
                  obtaining the business of such client, in competition with the
                  Company;

         b)       advise or  recommend  to any  other  person  that such  person
                  solicit any client of the Company with whom he or she actually
                  did business and had personal  contact  during the term of his
                  or her  employment  with  the  Company,  for  the  purpose  of
                  obtaining the business of such client, in competition with the
                  Company;

         c)       solicit any prospective client of the Company, with whom he or
                  she actually did business and had personal  contact during the
                  term  of his or her  employment  with  the  Company,  for  the
                  purpose  of  obtaining   the  business  of  such  client,   in
                  competition with the Company;

         d)       advise or  recommend  to any  other  person  that such  person
                  solicit any prospective  client of the Company with whom he or
                  she actually did business and had personal  contact during the
                  term  of his or her  employment  with  the  Company,  for  the
                  purpose  of  obtaining   the  business  of  such  client,   in
                  competition with the Company;

         e)       work for himself or herself or a  competitor  in an  employee,
                  managerial, marketing  or  sales   capacity,   utilizing   the
                  Confidential  Information  in  competition with the Company in
                  the  business  of  direct sales and marketing utilizing large-
                  scale  telephone-based  direct  marketing  programs for  large
                  corporate    clients,   whether  inbound,  outbound  or   call
                  interactive,  or   providing  other  services  then  currently
                  provided by the Company or any prospective services being then
                  currently   developed   by  the  Company  during  his  or  her
                  employment  with  the  Company  or  at  the time of his or her
                  termination,  the  details  of  which Employee was privy to in
                  Employee's  position   with   the   Company;   provided   that
                  notwithstanding the foregoing, Employee shall thereafter still
                  be  restricted  from using the Confidential Information of the
                  Company pursuant to Section 1 hereof; or

         f)       employ, solicit for employment,  or advise or recommend to any
                  other  person  that such  person  solicit  for  employment  or
                  employ, any person employed by the Company.

     The phrase "in competition with the Company" shall include Employee working
for a  client  of  the  Company,  whether  as an  employee,  agent,  consultant,
independent contractor,  owner, partner or otherwise, to provide telephone based
direct  marketing  services or other  services  then  currently  provided by the
Company or any  prospective  services  being  then  currently  developed  by the
Company  during  Employee's  employment  with  the  Company  or at the  time  of
Employee's termination, the details of which Employee was privy to in Employee's
position with the Company.

     The phrase  "prospective  client"  shall mean  those  businesses  with whom
Employee has had substantial and extended actual and personal contact to develop
new business for the Company,  including developing sales strategies,  marketing
information,   and  proposals,   and  negotiating  providing  services  to  such
prospective clients, or about whom Employee has particular knowledge as a result
of receiving  confidential or proprietary  information of the Company about such
prospective client.

                                       14
<PAGE>

     Employee agrees that the Company's contracts with its clients generally are
from one to three years in duration;  that it will take a substantial  amount of
time for another employee of the Company to develop good will with the Company's
clients serviced by Employee; the area of its business is national and expanding
internationally;  it is reasonable to restrict Employee's competition during the
time period  described above in such geographic area; and, that the restrictions
set forth in this  Agreement  (including,  but not  limited  to,  the  period of
restriction, activity and geographic area set forth) are fair and reasonable and
are necessarily required for the protection of the interests of Company.

     These  covenants are  independent of one another and are severable.  In the
event any part of the  covenants  set forth in this section  shall be held to be
invalid  or  unenforceable,  the  remaining  parts  thereof  shall  nevertheless
continue to be valid and  enforceable  as though the  invalid and  unenforceable
part had not been included herein. If any provisions of these covenants relating
to the time period,  activity and/or area of restriction  shall be declared by a
court of competent  jurisdiction to exceed the maximum time periods,  activities
or areas which such court deems  reasonable and  enforceable,  such time period,
activity and/or area of restriction  shall be deemed to become and thereafter be
the maximum time period,  activity and/or area which such court deems reasonable
and enforceable.

Section 3 - Enforcement of Employee Restrictions.
------------------------------------------------

     In signing this Agreement, Employee is fully aware of the restrictions that
this Agreement places upon Employee's  future employment with someone other than
the Company.  However, Employee understands and agrees that Employee's access to
the Confidential  Information and clients of the Company makes such restrictions
both necessary and reasonable.

     Employee  agrees with the Company  that if he shall  violate or threaten to
violate any of the terms of this  Agreement,  then the Company shall be entitled
to injunctive relief;  such remedy shall be in addition to and not in limitation
of any rights or  remedies  to which the Company is or may be entitled to at law
or in equity.

     This  Agreement  is  severable.  In the event any part of the terms of this
Agreement  shall be held to be invalid or  unenforceable,  the  remaining  parts
thereof shall  nevertheless  continue to be valid and  enforceable as though the
invalid and unenforceable part had not been included herein.

Section 4 - Employment Situation.
--------------------------------

     Employee  and  Company  are  concurrently   entering  into  the  Employment
Agreement,  which  agreement  constitutes  consideration  to  Employee  for this
agreement.

     Employee's employment with the Company is subject to the Company's standard
personnel policies, procedures, guidelines, and practices as they may be amended
from time to time.  In the event of a conflict  between the  provisions  of such
policies,  procedures,  guidelines  and  practices  and the  provisions  of this
Agreement, the provisions of this Agreement shall control.

Section 5 - Survivability.
-------------------------

     The provisions of Section 1 of this Agreement shall survive the termination
of  Employee's  employment,  even if such  termination  constitutes  a  wrongful
termination  of  Employee's  employment.  The  provisions  of  Section 2 of this
Agreement shall survive the termination of Employee's employment, unless Company
has terminated  Employee's  employment  without cause  ("cause"  having only the
meaning described in subparagraph 6(c) of the Employment Agreement).

                                       15
<PAGE>

Section 6 - Attorney Review.
---------------------------

     EMPLOYEE IS ADVISED AND ENCOURAGED TO REVIEW THIS AGREEMENT WITH EMPLOYEE'S
PRIVATE  ATTORNEY  BEFORE  SIGNING  IT. TO THE  EXTENT,  IF ANY,  THAT  EMPLOYEE
DESIRED, EMPLOYEE HAS TAKEN ADVANTAGE OF THIS RIGHT. EMPLOYEE HAS CAREFULLY READ
AND FULLY  UNDERSTAND ALL OF THE PROVISIONS OF THIS AGREEMENT AND IS VOLUNTARILY
ENTERING INTO THIS AGREEMENT.

     IF  EMPLOYEE  HAD THE ADVICE OF AN ATTORNEY IN  REVIEWING  THIS  AGREEMENT,
EMPLOYEE  HAD HIS OR HER  ATTORNEY  SIGN THE  AGREEMENT  IN THE SPACE  INDICATED
EMPLOYEE'S ATTORNEY HAS REVIEWED THE AGREEMENT WITH EMPLOYEE. IF EMPLOYEE CHOOSE
NOT TO HAVE AN ATTORNEY REVIEW THIS AGREEMENT  EMPLOYEE HAS SO INDICATED THAT IN
THE  ATTORNEY  REVIEW SPACE BELOW,  BY WRITING AND  INITIALING  "DECLINED TO USE
ATTORNEY".

Section 7 - Miscellaneous.
-------------------------

     This writing  constitutes the entire  agreement  between the parties hereto
and supersedes any prior  understanding  or agreements among them respecting the
subject  matter.   There  are  no  extraneous   representations,   arrangements,
understandings, or agreements, oral or written, among the parties hereto, except
those fully expressed  herein.  No amendments or  modifications  to the terms of
this  Agreement  shall be made  unless  made in  writing  and  signed by all the
parties  hereto.  The failure of either  party to enforce at any time any of the
provisions  of  this  Agreement  shall  not be  construed  as a  waiver  of such
provisions  or of the  right  of such  party  thereafter  to  enforce  any  such
provisions.  The  existence of any claim or cause of action by Employee  against
the  Company,  whether  based  upon  this  Agreement  or  otherwise,  shall  not
constitute a defense to the  enforcement of this agreement by the Company.  This
Agreement  is  severable.  In the event any part of the terms of this  Agreement
shall be held to be invalid or unenforceable,  the remaining parts thereof shall
nevertheless  continue  to be valid and  enforceable  as though the  invalid and
unenforceable  part  had not  been  included  herein.  This  Agreement  shall be
construed and governed in accordance with the  substantive  laws of the State of
Nebraska.  This Agreement  shall be binding upon and inure to the benefit of the
parties, their heirs, successors and assigns.

                                       16
<PAGE>
                                 SIGNATURE PAGE
                                       TO
                          SITEL CORPORATION MANAGEMENT
                  CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date and year first above written.

SITEL CORPORATION


By: /s/                                           /s/
    ---------------------------------             -----------------------------
     Matthew H. Gates, President                  JAMES F. LYNCH


Reviewed:


-------------------------------------             -----------------------------
     Attorney for Employee                        Date:


(IF EMPLOYEE  CHOOSES NOT TO HAVE AN ATTORNEY  REVIEW THIS  AGREEMENT,  EMPLOYEE
WILL WRITE AND INITIAL "DECLINED TO USE ATTORNEY" IN THE SPACE ABOVE.)

                                       17
<PAGE>
                                   SCHEDULE 11

                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

                                 (see attached)


                                       18
<PAGE>
                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

     This  Registration  Rights  Agreement is entered into as of the 11th day of
May,  1995,  by and  among  SITEL  CORPORATION,  a  Minnesota  corporation,  its
successors  and assigns  (the  "Company"),  and JAMES F. LYNCH,  Chairman of the
Board and Chief Executive Officer (the "Holder").

     WHEREAS,  the Company and Holder have entered into an Employment  Agreement
as of this same date (the "Employment  Agreement") and, as partial consideration
therefor,  the Company has agreed to provide Holder certain demand and piggyback
registration rights with respect to Holder's stock in Company,  which rights may
be exercised by Holder following certain events.

     THE PARTIES AGREE AS FOLLOWS:

                                    ARTICLE I

                               REGISTRATION RIGHTS
                               -------------------

     Section 1.01 Certain Definitions.  As used in this Agreement, the following
terms shall have the following respective meanings:

                  (a)  "Commission"  shall  mean  the  Securities  and  Exchange
Commission or any other federal agency at the time  administering the Securities
Act.

                  (b) "Exchange Act" shall mean the  Securities  Exchange Act of
1934, as amended,  or any similar  federal statute and the rules and regulations
thereunder, all as the same shall be in effect at the time.

                  (c) "Securities Act" shall mean the Securities Act of 1933, as
amended,   or  any  similar  federal  statute  and  the  rules  and  regulations
thereunder, all as the same shall be in effect at the time.

                  (d)  "Shares"  means any of the shares of Common  Stock of the
Company  currently  held or hereafter  acquired from time to time by the Holder,
including but not limited to the shares acquired  pursuant to an incentive stock
option  plan,  up to  ninety  (90) days  following  his date of  termination  of
employment with the Company.

                  (e) "Registrable Securities" means any of the following shares
which have not been sold to the public or which have not lost their registration
rights as provided herein: (i) the Shares and (ii) any shares of Common Stock of
the Company, and any securities of the Company or any other corporation,  issued
as a dividend or other  distribution  with  respect to or in  replacement  of or
exchange for the Shares.

                  (f) The  terms  "register",  "registered"  and  "registration"
refer  to a  registration  effected  by  preparing  and  filing  a  registration
statement in compliance with the Securities Act, and the declaration or ordering
of the effectiveness of such registration statement.

                  (g)  "Registration  Expenses" shall mean all expenses incurred
by  the  Company  in  complying  with  Article  I  hereof,  including,   without
limitation, all registration,  qualification and filing fees, printing expenses,
escrow fees, fees and  disbursements  of counsel for the Company,  blue sky fees
and  expenses and the expense of any special  audits  incident to or required by
any such  registration,  but excluding the compensation of regular  employees of
the Company  which shall be paid in any event by the Company and  excluding  the
fees and expenses of legal counsel for the Holder.

                  (h) "Selling  Expenses" shall mean all underwriting  discounts
and selling commissions applicable to the sale of the Registrable Securities and
all fees and expenses of legal counsel for the Holder.

                                       19
<PAGE>

                  (i) "Triggering  Event" shall mean the termination of Holder's
employment with Company for any reason except Holder's voluntary  resignation or
the final expiration on or after the year 2003 of the term (including  renewals)
of the Employment Agreement.

     Section 1.02 Demand Registration Rights.

                  (a) Request for Registration. If within ninety (90) days after
the date of the  Triggering  Event the Company  receives a written  request from
Holder that the Company effect a  registration  with respect to all or a part of
the  Registrable  Securities  of Holder  (provided  that if less than 25% of the
Registrable Securities of Holder are to be registered such securities shall have
an aggregate  proposed  offering price to the public of at least $500,000),  the
Company will as soon as practicable  thereafter use its diligent best efforts to
effect all such registrations, qualifications, or compliances (including without
limitation,  the execution of an undertaking to file post-effective  amendments,
appropriate  qualification  under  applicable blue sky or other state securities
laws and appropriate compliance with applicable  requirements or regulations) as
may be so requested and as would permit or facilitate the sale and  distribution
of all or such portion of such  Registrable  Securities as are specified in such
request,  provided that the Company shall not be obligated to take any action to
effect any such  registration,  qualification  or  compliance  pursuant  to this
Section  1.02 in any  particular  jurisdiction  in which  the  Company  would be
required to execute a general  consent to service of process in  effecting  such
registration,  qualification or compliance unless the Company is already subject
to service in such  jurisdiction and except as may be required by the Securities
Act.

                  Subject  to  the   foregoing,   the   Company   shall  file  a
registration  statement as soon as  practicable  after receipt of the request of
the Holder but in any event  within  sixty (60) days of receipt of such  request
provided however,  that if the Company shall furnish to the Holder a certificate
signed by the then Chairman of the Board of the Company stating that in the good
faith  judgment of the Board of  Directors  of the Company it would be seriously
detrimental to the Company and its shareholders for such registration  statement
to be filed on or before the date filing  would be required  and it is therefore
essential to defer the filing of such registration statement,  the Company shall
have the right to defer such  filing  for a period of not more than one  hundred
twenty (120) days after receipt of the request of the Holder.

                  (b)  Underwriting.  If the Holder  intends to  distribute  the
Registrable  Securities  covered by its request by means of an underwriting,  it
shall so advise  the  Company as a part of its  request  made  pursuant  to this
Section  1.02.  The  Company  shall  (together  with the  Holder)  enter into an
underwriting  agreement in customary form with the  underwriter or  underwriters
selected for such underwriting by the Holder.

                  If the  underwriter  has not limited the number of Registrable
Securities to be  underwritten,  the Company may include  securities for its own
account in such registration if the Holder so agrees.

     Section 1.03 Piggyback Registration Rights.

                  (a) Notice of  Proposed  Registration.  If at any time or from
time to time on or after a  Triggering  Event the  Company  shall  determine  to
register any of its Common Stock, other than (i) a registration  relating solely
to employee  benefit plans on Form S-8 or similar forms which may be promulgated
in the future,  or (ii) a registration on Form S-4 or similar forms which may be
promulgated in the future relating solely to a Commission Rule 145  transaction,
the Company will:

                  (i)  promptly give the Holder written notice thereof; and

                  (ii)   include   in  such   registration   (and  any   related
                  qualification under blue sky laws or other compliance). and in
                  any  underwriting   involved  therein,   all  the  Registrable
                  Securities  specified in a written  request or requests,  made
                  within thirty (30) days after  receipt of such written  notice
                  from  the  Company,  by the  Holder,  except  as set  forth in
                  Section 1.03(b).

                                       20
<PAGE>

                  (b)  Underwriting.  If the  registration  of which the Company
gives notice is for a registered public offering involving an underwriting,  the
Company  shall so  advise  the  Holder  as a part of the  written  notice  given
pursuant  to  Section  1.03(a)(i).  In such  event  the  right of the  Holder to
registration  pursuant  to this  Section  1.03  shall be  conditioned  upon such
Holder's  participation in such  underwriting and the inclusion of such Holder's
Registrable  Securities in the underwriting to the extent provided  herein.  The
Holder shall in such case (together with the Company) enter into an underwriting
agreement in customary form with the  underwriter or  underwriters  selected for
such  underwriting by the Company.  Notwithstanding  any other provision of this
Section 1.03, if the  underwriter  determines  that marketing  factors require a
limitation of the number of shares to be underwritten, the underwriter may limit
the amount of securities to be included in the  registration and underwriting by
the  Holder;  provided  however,  the  number of  Registrable  Securities  to be
included in such registration and underwriting shall not be reduced to less than
50% of the securities  sought to be included  therein  without the prior written
consent  of the  Holder.  Notwithstanding  the above,  Holder  and his  assigns,
cumulatively,  shall not be entitled to require the  registration of Registrable
Shares to any greater extent, percentage-wise than the extent to which the stock
of any other employee of the Company shall be included in the registration  (not
including  Form S-8 or  similar  employee  plan  registrations).  If the  Holder
disapproves  of the terms of any such  underwriting,  it may  elect to  withdraw
therefrom by written notice to the Company and the underwriter.  Any Registrable
Securities  excluded or withdrawn from such underwriting  shall be excluded from
such registration.

     Section 1.04 Expenses of Registration.  All Registration  Expenses incurred
in connection with any  registration,  qualification  or compliance  pursuant to
Sections 1.02 and 1.03 shall be borne by the Company.  Unless otherwise  stated,
all other expenses and all Selling Expenses relating to securities registered by
the Holder shall be borne by the Holder.

     Section 1.05  Registration  Procedures.  In the case of each  registration,
qualification or compliance  effected by the Company pursuant to this Agreement,
the Company will, upon request,  inform the Holder as to the status of each such
registration, qualification and compliance. At its expense the Company will:

                  (a)  keep  such   registration,   and  any   qualification  or
compliance under state  securities laws which the Company  determines to obtain,
effective for a period of one hundred  eighty (180) days or until the Holder has
completed the  distribution  described in the  registration  statement  relating
thereto, whichever first occurs; and

                  (b) furnish such number of  prospectuses  and other  documents
incident  thereto  as the  Holder  or any  underwriter  from  time to  time  may
reasonably request.

     Section 1.06 Indemnification.

                  (a) The Company will  indemnify the Holder,  his legal counsel
and accountants,  and each underwriter, if any, and each person who controls any
underwriter  within the meaning of Section 15 of the Securities Act, against all
expenses,  claims,  losses,  damages  and  liabilities  (or  action  in  respect
thereof),  including  any  of  the  foregoing  incurred  in  settlement  of  any
litigation,  commenced  or  threatened,  arising  out of or based on any  untrue
statement (or alleged  untrue  statement)  of a material  fact  contained in any
registration statement,  prospectus, offering circular or other document, or any
amendment   or   supplement   thereof,   incident  to  any  such   registration,
qualification or compliance,  or based on any omission (or alleged  omission) to
state therein a material fact required to be stated therein or necessary to make
the statements  therein,  in light of the circumstances in which they were made,
not  misleading,  or any  violation  by the  Company  of any rule or  regulation
promulgated  under the  Securities Act applicable to the Company and relating to
action  or  inaction  required  of the  Company  in  connection  with  any  such
registration,  qualification or compliance,  and will reimburse the Holder,  his
legal counsel and  accountants,  and each such  underwriter  and each person who
controls any such underwriter,  for any legal and any other expenses  reasonably
incurred in  connection  with  investigating,  preparing or  defending  any such
claim, loss, damage,  liability or action, provided that the Company will not be
liable in any such case to the extent that any such claim, loss,

                                       21
<PAGE>

damage,  liability or expense arises out of or is based on any untrue  statement
or omission,  made in reliance upon and in conformity  with written  information
furnished to the Company by an  instrument  duly executed by or on behalf of the
Holder or underwriter and stated to be specifically for use therein.

                  (b) The Holder will,  if  Registrable  Securities  held by the
Holder  are  included  in  the   securities  as  to  which  such   registration,
qualification or compliance is being effected,  indemnify the Company,  and each
of its directors,  officers, legal counsel and accountants, each underwriter, if
any, of the Company's securities covered by such a registration  statement,  and
each person who controls the Company or such  underwriter  within the meaning of
Section 15 of the  Securities  Act,  against  all  claims,  losses,  damages and
liabilities  (or  actions in  respect  thereof)  arising  out of or based on any
untrue  statement (or alleged untrue  statement) of a material fact contained in
any  such  registration  statement,   prospectus,  offering  circular  or  other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  and will reimburse the Company,  such  directors,  officers,  legal
counsel, accountants,  persons, underwriters or control persons for any legal or
any other  expenses  reasonably  incurred in connection  with  investigating  or
defending any such claim, loss, damage, liability or action, in each case to the
extent, but only to the extent, that such untrue statement (or alleged omission)
is made in such registration statement,  prospectus,  offering circular or other
document in reliance upon and in conformity with written  information  furnished
to the Company by an instrument  duly executed by or on behalf of the Holder and
stated to be specifically for use therein.

                  (c) Each party entitled to indemnification  under this Section
1.06 (the  "Indemnified  Party")  shall  give  notice to the party  required  to
provide   indemnification   (the  "Indemnifying   Party")  promptly  after  such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought,  and shall  permit the  Indemnifying  Party to assume the defense of any
such claim or any litigation resulting therefrom,  provided that counsel for the
Indemnifying  Party,  who shall conduct the defense of such claim or litigation,
shall  be  approved  by the  Indemnified  Party  (whose  approval  shall  not be
unreasonably  withheld),  and the  Indemnified  Party  may  participate  in such
defense at such party's  expense,  and provided  further that the failure of any
Indemnified  Party to provide  notice as provided  herein  shall not relieve the
Indemnifying Party of its obligations under this Agreement,  unless such failure
is prejudicial to the Indemnifying  Party in defending such claim or litigation.
No Indemnifying  Party,  in the defense of any such claim or litigation,  shall,
except  with the  consent  of each  Indemnified  Party,  consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such  Indemnified  Party
of a release from all liability in respect to such claim or litigation.

                  (d) If the  indemnification  provided for in this Section 1.06
is held by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any loss, liability,  claim, damage or expense referred to
therein,  then the Indemnifying  Party, in lieu of indemnifying such Indemnified
Party  thereunder,  shall  contribute  to the  amount  paid or  payable  by such
Indemnified Party as a result of such loss, liability,  claim, damage or expense
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
Indemnifying  Party on the one hand and of the Indemnified Party on the other in
connection  with the  statements  or  omissions  which  resulted  in such  loss,
liability,  claim,  damage or  expense as well as any other  relevant  equitable
considerations.  The  relative  fault  of  the  Indemnifying  Party  and  of the
Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.

                  (e)  Notwithstanding  the  foregoing,  to the extent  that the
provisions on  indemnification  and  contribution  contained in the underwriting
agreement  entered into in connection with the underwritten  public offering are
in conflict with the foregoing  provisions,  the provisions in the  underwriting
agreement shall be controlling.

                                       22
<PAGE>

     Section 1.07 Lockup Agreement. In consideration for the Company agreeing to
its  obligations  under this Article I, the Holder agrees in connection with any
firmly  underwritten public offering of the Company's Common Stock, upon request
of the Company or the underwriters managing such offering, not to sell, make any
short sale of, loan, grant any option for the purchase of, or otherwise  dispose
of any Registrable  Securities  (other than those included in the  registration)
without the prior written  consent of the Company or such  underwriters,  as the
case may be, for such period of time (not to exceed 30 days) from the  effective
date of such  registration  as the  Company  or the  underwriters  may  specify;
provided,  however,  that the Holder shall have no  obligation to enter into the
agreement  described  herein unless all executive  officers and directors of the
Company  and all  other  holders  of more than 5% of the  Company's  outstanding
Common Stock enter into similar agreements.

     Section 1.08 Information by Holder. The Holder shall furnish to the Company
such  information  regarding the Holder and the  distribution of proceeds by the
Holder as the  Company  may  request  in  writing  and as shall be  required  in
connection with any  registration,  qualification  or compliance  referred to in
Sections 1.02 or 1.03 of this Agreement.

     Section  1.09 Rule 144  Reporting.  With a view to making  available to the
Holder the benefits of certain rules and regulations of the Commission  which at
any time permit the sale of the  Registrable  Securities  to the public  without
registration, the Company agrees to:

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times;

                  (b) use its best  efforts  to file  with the  Commission  in a
timely manner all reports and other documents  required of the Company under the
Securities Act and the Exchange Act; and

                  (c) so long as the Holder  owns any  unregistered  Registrable
Securities, furnish to such Holder forthwith upon request a written statement by
the Company as to its compliance  with the reporting  requirements  of said Rule
144 and of the Securities Act and Exchange Act, a copy of the most recent annual
or quarterly  report of the Company and such other  reports and documents of the
Company as the Holder may reasonably  request in availing  Holder of any rule or
regulation of the Commission  allowing the sale of any such  securities  without
registration.

     Section  1.10  Transfer  of  Registration  Rights.  The rights to cause the
Company to  register  the  Registrable  Securities  granted to the Holder by the
Company  under  Sections 1.02 and 1.03 may be assigned by the Holder to not more
than  five  transferees  or  assignees  of  any  of  the  Holder's   Registrable
Securities,  provided that the Company is given written  notice by the Holder at
the time of or within a reasonable  time after said  transfer,  stating the name
and address of said  transferee or assignee and  identifying the securities with
respect to which such registration  rights are being assigned,  provided that no
such assignment shall increase the number of registrations  that the Company may
be required to effect under this Agreement.

                                   ARTICLE II

                                  MISCELLANEOUS
                                  -------------

     Section 2.01  Amendment.  Any  modification,  amendment,  or waiver of this
Agreement or any  provision  hereof  shall be  effective  only if in writing and
executed by the Holder and the Company.

     Section  2.02  Governing  Law.  This  Agreement  shall be  governed  in all
respects by the laws of the State of Nebraska without regard to its conflicts of
laws principles.

                                       23
<PAGE>

       Section 2.03 Successors and Assigns. Except as otherwise expressly
provided  herein,  the  provisions  hereof shall inure to the benefit of, and be
binding upon, the successors,  assigns,  heirs,  executors and administrators of
the parties hereto.

     Section 2.04 Notices. All notices and other communications required or
permitted hereunder shall be in writing and shall either be delivered personally
or by telegram or be mailed by first class mail,  postage prepaid,  addressed to
the Holder at 19 Ginger Cove,  Valley, NE 68064 or to the Company at 13215 Birch
Street,  Suite 100,  Omaha,  NE 68164,  or at such other address as either party
shall have furnished to the other party in writing.  All notices shall be deemed
effective (a) when received, if personally delivered or sent by telegram, or (b)
three days after deposit in the mail, if mailed as set forth above.

     Section 2.05 Severability. If any provision of this Agreement shall be
judicially  determined to be invalid,  illegal or  unenforceable,  the validity,
legality and enforceability of the remaining  provisions of this Agreement shall
not in any way be affected or impaired thereby.

     Section 2.06 Entire Agreement. This Agreement constitutes the full and
entire  understanding  and  agreement  between the parties  with regard to other
subject matter hereof.

     Section 2.07 Counterparts. This Agreement may be executed in any number
of counterparts,  each of which shall be an original,  but all of which together
shall constitute one instrument.

                                       24
<PAGE>
                 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
                  BETWEEN SITEL CORPORATION AND JAMES F. LYNCH


          IN  WITNESS  WHEREOF,  the parties  have  caused  this Agreement to be
executed by their  respective  representatives  thereunto duly  authorized as of
the date first above written.

                                                 SITEL CORPORATION


                                                 By:  /s/
                                                     ---------------------------
                                                     Matthew H. Gates, President


                                                     /s/
                                                     ---------------------------
                                                     JAMES F. LYNCH

                                       25