Exhibit 10.1

                      SECOND AMENDMENT TO CREDIT AGREEMENT

SECOND AMENDMENT TO CREDIT AGREEMENT (this  "Amendment"),  dated as of September
30, 1998, among SITEL  CORPORATION,  a corporation  organized and existing under
the laws of the State of Minnesota  (the  "Borrower"),  the lenders party to the
Credit   Agreement   referred  to  below  (the  "Banks"),   U.S.  BANK  NATIONAL
ASSOCIATION,  as Syndication  Agent, FIRST UNION NATIONAL BANK, as Documentation
Agent, and BANKERS TRUST COMPANY,  as Agent.  Unless  otherwise  defined herein,
capitalized  terms used herein and defined in the Credit  Agreement  referred to
below are used herein as so defined.

                              W I T N E S S E T H :

WHEREAS, the Borrower, the Banks, the Documentation Agent, the Syndication Agent
and the Agent have  entered into a Credit  Agreement,  dated as of July 24, 1997
and  amended  and  restated  as of March  10,  1998  (as  amended,  modified  or
supplemented   through,  but  not  including,   the  date  hereof,  the  "Credit
Agreement"); and

WHEREAS, subject to the terms and conditions set forth below, the parties hereto
wish to amend the Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed;

1. Section  1.08(a) of the Credit  Agreement is hereby  amended by inserting the
text "the sum of the Applicable Base Rate Margin plus"  immediately prior to the
text "the Base Rate in effect from time to time" appearing therein.

2. Section  2.05(a) of the Credit  Agreement is hereby  amended by inserting the
text "the sum of the Applicable Base Rate Margin plus"  immediately prior to the
text "the Base Rate in effect  from time to time" both  times such text  appears
therein.

3. Section  8.01(e) of the Credit  Agreement is hereby  amended by inserting the
text "and the Applicable Base Rate Margin"  immediately  following the text "the
Applicable Eurodollar Rate Margin" appearing therein.

4. Section 9.08 of the Credit  Agreement is hereby amended by deleting the table
contained  therein in its entirety and  inserting in lieu thereof the  following
new table:

                                       29
<PAGE>
           "Fiscal Quarter Ending                        Ratio
           ----------------------                        -----

           December 31, 1997                             4.00:1.00
           March 31, 1998                                4.00:1.00
           June 30, 1998                                 4.00:1.00
           September 30, 1998                            3.90:1.00
           December 31, 1998                             3.90:1.00
           March 31, 1999                                4.00:1.00
           June 30, 1999                                 4.00:1.00
           September 30, 1999                            4.00:1.00
           December 31, 1999                             4.00:1.00
           March 31, 2000                                5.00:1.00
           June 30, 2000                                 5.00:1.00
           September 30, 2000                            5.50:1.00
           December 31, 2000                             5.50:1.00
           March 31, 2001                                5.50:1.00
           June 30, 2001                                 5.50:1.00
           September 30, 2001 and
           the last day of each fiscal
           quarter thereafter                            6.00:1.00".

5. Section 9.10 of the Credit  Agreement is hereby amended by deleting the table
contained  therein in its entirety and  inserting in lieu thereof the  following
new table:

           "Fiscal Quarter Ending                           Amount
           ----------------------                           ------

           December 31, 1997                             $50,000,000
           March 31, 1998                                $50,000,000
           June 30, 1998                                 $45,000,000
           September 30, 1998                            $50,000,000
           December 31, 1998                             $55,000,000
           March 31, 1999                                $58,000,000
           June 30, 1999                                 $60,000,000
           September 30, 1999                            $70,000,000
           December 31, 1999
           and the last day of
           each fiscal quarter thereafter                $75,000,000".

6. The definition of "Applicable  Eurodollar  Rate Margin"  appearing in Section
11.01 of the Credit  Agreement  is amended by deleting  the text "1%"  appearing
therein and inserting the text "1.25%" in lieu thereof.

7. Section 11.01 of the Credit  Agreement is hereby  amended by inserting in the
appropriate alphabetical order the following new definition:

         "Applicable  Base  Rate  Margin"  shall  mean  1/4 of 1% less  the then
         applicable  Interest Reduction  Discount,  if any.  Notwithstanding the
         foregoing or anything  else to the  contrary  contained  herein,  in no
         event shall the Applicable Base Rate Margin be less than zero.

8. On the Second Amendment  Effective Date (as defined below),  the Borrower and
the Banks hereby  acknowledge and agree that the Total Revolving Loan Commitment
shall be reduced from $75,000,000 to $50,000,000. In that connection, Schedule I
to the Credit  Agreement  is hereby  replaced in its  entirety  with  Schedule I
attached hereto.

                                       30
<PAGE>
9. In order to induce  the  Banks to enter  into this  Amendment,  the  Borrower
hereby  represents  and warrants that (i) the  representations,  warranties  and
agreements  contained in Section 7 of the Credit  Agreement are true and correct
in all  material  respects  on and as of the  Second  Amendment  Effective  Date
(except  with respect to any  representations  and  warranties  limited by their
terms to a  specific  date,  which  shall be true and  correct  in all  material
respects  as of such date) and (ii) there  exists no Default or Event of Default
on the Second Amendment Effective Date, in each case after giving effect to this
Amendment.

10.  This  Amendment  is  limited  as  specified  and  shall  not  constitute  a
modification,  acceptance  or  waiver  of any  other  provision  of  the  Credit
Agreement or any other Credit Document.

11. This  Amendment  may be executed  in any number of  counterparts  and by the
different parties hereto on separate  counterparts,  each of which  counterparts
when  executed  and  delivered  shall be an  original,  but all of  which  shall
together constitute one and the same instrument.  A complete set of counterparts
shall be lodged with the Borrower and the Agent.

12. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE  CONSTRUED  IN  ACCORDANCE  WITH AND  GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.

13. This Amendment  shall become  effective as of September 30, 1998 on the date
(the "Second  Amendment  Effective Date") when (i) the Borrower and the Required
Banks shall have signed a  counterpart  hereof  (whether  the same or  different
counterparts) and shall have delivered (including by way of telecopier) the same
to the Agent at the Notice Office and (ii) the Borrower  shall have paid to each
of the Banks which has signed a counterpart  of this Amendment and delivered the
same to the Agent on or before 5:30 p.m.  (New York time) on October __, 1998 an
amendment fee equal to the product of (x) 1/10 of 1% and (y) the Revolving  Loan
Commitment  of each such Bank on the  Second  Amendment  Effective  Date  before
giving effect to this Amendment.

14. From and after the Second  Amendment  Effective  Date, all references in the
Credit Agreement and the other Credit Documents to the Credit Agreement shall be
deemed to be references to the Credit Agreement as modified hereby.

                                     * * * *

                                       31
<PAGE>
IN WITNESS  WHEREOF,  the  undersigned  have  caused this  Amendment  to be duly
executed and delivered as of the date first above written.

                               SITEL CORPORATION


                               By: ______________________________
                                   Title:


                               BANKERS TRUST COMPANY,
                                 Individually and as Agent


                               By: ______________________________
                                   Title:


                               U.S. BANK NATIONAL ASSOCIATION,
                                 Individually and as Syndication Agent


                               By: ______________________________
                                   Title:


                               FIRST UNION NATIONAL BANK,
                                 Individually and as Documentation Agent


                               By: ______________________________
                                   Title:


                               THE BANK OF NEW YORK


                               By: ______________________________
                                   Title:

                                       32
<PAGE>
                               THE BANK OF NOVA SCOTIA


                               By: ______________________________
                                   Title:


                               COMERICA BANK


                               By: ______________________________
                                   Title:


                               CREDIT AGRICOLE INDOSUEZ


                               By: ______________________________
                                   Title:


                              THE FIRST NATIONAL BANK OF CHICAGO


                              By: ______________________________
                                  Title:


                              WACHOVIA BANK, N.A.


                              By: _______________________________
                                  Title:

                                       33
<PAGE>
                                                                      SCHEDULE I

                           REVOLVING LOAN COMMITMENTS

                  Revolving Loan

Bank                                                   Commitment
----                                                   ----------

Bankers Trust Company                                $6,666,666.67

U.S. Bank National Association                       $6,666,666.67

First Union National Bank                            $6,666,666.66

The Bank of New York                                 $6,000,000.00

The First National Bank of Chicago                   $6,000,000.00

Comerica Bank                                        $4,666,666.67

Credit Agricole Indosuez                             $4,666,666.67

The Bank of Nova Scotia                              $4,666,666.66

Wachovia Bank, N.A.                                  $4,000,000.00
                                                     -------------
TOTAL:                                              $50,000,000.00
                                                     =============