EXHIBIT 2.4(g)

                               AMENDMENT NO. 1
                                    TO
                              ESCROW AGREEMENT


     AMENDMENT No. 1 (the "Amendment") dated April 4, 1997 among SITEL
Corporation, a Minnesota corporation (the "Buyer"), the former shareholders of
Mitre plc listed on the signature pages hereto (the "Sellers"), and Firstar
Trust Company, as Escrow Agent ("Escrow Agent").

       WHEREAS, the parties hereto have previously entered into an Escrow
Agreement dated September 3, 1996 (the "Escrow Agreement"); and

    WHEREAS, the parties hereto desire to supplement and amend the provisions
of the Escrow Agreement in the manner set forth in this Amendment.

     NOW THEREFORE, in consideration of the mutual agreements contained herein,
the payment by the Buyer to the Sellers of the aggregate sum of 1 (pound),
and the payment by the Sellers to the Buyer of the aggregate sum of 1(pound),
the receipt and adequacy of which is hereby acknowledged by the Buyer and the
Sellers, the parties hereto agree as follows:

                                 ARTICLE I.
                                DEFINITIONS

     1.1.  Definitions
     
     Terms used herein and not otherwise defined herein shall have the meanings
     set forth in the Escrow Agreement.  Each reference to "hereof",
     "hereunder", "herein" and "hereby" and each other similar reference and
     each reference to "this Agreement" and each other similar reference
     contained in the Escrow Agreement shall from and after the effective date
    hereof refer to the Escrow Agreement as amended and supplemented hereby.
     
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                                 ARTICLE II.
                                  AMENDMENT

     2.1.  Section 4(e)

    Section 4(e) of the Escrow Agreement is hereby amended in its entirety to
     read as follows:

               (e)  Each Seller shall, in respect of any Sellers' Payment which
          is the subject of any Escrow Account Payment Claim, pay such amounts
          in cash if and only to the extent that the shares of Buyer Stock then
          held by such Seller (including, without limitation, shares held in the
          Escrow Account) have a value less than the amount of the Sellers'
          Payment as stated in such Escrow Account Payment Claim.  For purposes
          of this Section, the value of each Seller's Buyer Stock (including,
          without limitation, shares held in the Escrow Account) shall be the
          closing price of the Buyer Stock on the NASDAQ on the Completion Date
          (as defined in the Share Purchase Agreement).

                                ARTICLE III.
                               MISCELLANEOUS

          3.1.  Governing Law.  This Amendment shall be construed in accordance 
with and governed by the laws of the State of New York, without regard to the
conflict of law rules of such state.


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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the date and year
first above written.

                         SITEL CORPORATION
 
                         By: /s/ Barry S. Major
                         Name: Barry S. Major
                         Title: Chief Financial Officer
  
                         BURMEL HOLDINGS NV
 
                         By: /s/ Henk P. Kruithof
                         Name: Henk P. Kruithof 
                         Title: Attorney

                             RAYMOND F. PIPE
                            /s/ Raymond F. Pipe
 
                             PETER L.R. GODFREY
                            /s/ Peter L.R. Godfrey
         
                             ANDREW J. TILLARD
                            /s/ Andrew J. Tillard 

                            MARTIN J. SHIELDS 
                           /s/ M.J. Shields

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                            MARGOT E.O. BILTON 
                           /s/ M.E.O. Bilton 

                           KATHARINE M. MATHER 
                           /s/ K.M. Mather JAMES

                            C. WHITE
                           /s/ J.C. White
 
                           GLENN HURLEY
                          /s/ Glenn Hurley 
 
                           THOMAS A. FITZHERBERT
                          /s/ Thomas A. Fitzherbert

                          MERIT GROUP NV (in liquidation) by its former
                           shareholders:

                          /s/ Henk P. Kruithof
                          Henk P. Kruithof
                       
                          /s/ M. Vanbaelen
                           M. Vanbaelen 
  
                          /s/ J. Braem
                           J. Braem

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                          /s/ T. Vanparys
                           T. Vanparys 

                         /s/ L. Bollaerts 
                          L. Bollaerts 
                     
                         /s/ E. Van De Poel
                          E. Van De Poel
                        
                         /s/ Dirk Frans
                          D. Frans 

                         FIRSTAR TRUST COMPANY
                           as Escrow Agent
                        
                        By: /s/ William Caruso 
                        Name: William Caruso 
                        Title:  Assistant Vice President

                        By: /s/ Amy E. Nolde
                        Name: Amy E. Nolde
                        Title: Assistant Secretary