Exhibit 10.1

                                 FIRST AMENDMENT


     FIRST AMENDMENT (this "Amendment"),  dated as of June 30, 2001, among SITEL
CORPORATION,  a Minnesota corporation (the "US Borrower"),  SITEL EUROPE LIMITED
(f/k/a Sitel Europe PLC), a company  incorporated under the laws of England (the
"English Borrower"),  SITEL IRELAND LIMITED (f/k/a SITEL TMS LIMITED), a company
incorporated under the laws of Ireland (the "Irish Borrower"), the lenders party
to the Credit  Agreement  referred to below (the  "Lenders"),  and BANKERS TRUST
COMPANY, as Administrative Agent (the  "Administrative  Agent"). All capitalized
terms used herein and not  otherwise  defined  herein shall have the  respective
meanings provided such terms in the Credit Agreement referred to below.

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS,  the  Borrowers,  the  Lenders  and the  Administrative  Agent are
parties  to a  Credit  Agreement,  dated  as of  April  11,  2000  (the  "Credit
Agreement");

     WHEREAS,  the US Borrower has  requested the Lenders to amend and/or waive,
and the Lenders have agreed to amend and/or  waive,  certain  provisions  of the
Credit Agreement on the terms and conditions set forth herein; and

     WHEREAS, the parties hereto wish to amend and/or waive the Credit Agreement
on the terms and conditions set forth herein;

     NOW, THEREFORE, it is agreed:

     1. The Lenders  hereby  waive any Events of Default  that have arisen under
the Credit Agreement (before giving effect to this Amendment) solely as a result
of the US Borrower's  failure to be in compliance  with (i) Sections 9.08,  9.09
and 9.10 of the Credit  Agreement for the Test Period ended on June 30, 2001 and
(ii) in the case of Section 9.09,  also for the period from July 1, 2001 through
August 3, 2001.

     2. Section 3.04 of the Credit Agreement is hereby deleted in its entirety.

     3. Section 8.01 of the Credit  Agreement is hereby amended by inserting the
following new clauses (j) and (k) at the end thereof:

          "(j) Receivables  Audit. No later than September 30, 2001, an accounts
     receivable audit of the receivables of the US Borrower and its Subsidiaries
     as of June 30, 2001 prepared by an independent  accounting  firm reasonably
     acceptable to the Administrative Agent.

          (k) Capacity  Utilization  Reports.  Within 45 days after the close of
     each fiscal quarter of the US Borrower, a certificate of a Senior Financial
     Officer  of the US  Borrower


<PAGE>

     certifying as to the capacity  utilization  information  for the respective
     centers of the US Borrower and its  Subsidiaries  on a regional basis as at
     the end of such fiscal quarter."

     4. Section 8.14 of the Credit  Agreement is hereby amended by inserting the
following new clause (e) at the end thereof:

          "(e)  Notwithstanding  anything  to the  contrary  contained  in  this
     Section 8.14 or elsewhere  in this  Agreement,  neither the US Borrower nor
     any of its Wholly-Owned Subsidiaries may make a Permitted Acquisition where
     any portion of the  consideration  therefor  consists  of cash  (including,
     without  limitation,  (I) any Indebtedness  assumed,  incurred or issued in
     connection therewith and (II) any amount paid or to be paid pursuant to any
     earn-out,   non-compete   or  deferred   compensation   or  purchase  price
     arrangements)  without first  obtaining  the prior  written  consent of the
     Required Lenders."

     5. Section  9.03(iii) of the Credit  Agreement is hereby amended to read in
its entirety as follows:

     "(iii) so long as there  shall  exist no Default or Event of Default  (both
     before and after giving effect to the payment thereof), the US Borrower may
     make  cash  Restricted  Payments  so long as the  aggregate  amount  of all
     Restricted  Payments made subsequent to the Effective Date pursuant to this
     clause  (iii)  does  not  exceed  the  remainder  of  (A)  the  sum  of (I)
     $1,000,000, plus (II) 100% of the aggregate Net Equity Proceeds received by
     the  US  Borrower  from  any  Person  (other  than a  Subsidiary  of the US
     Borrower)  from the issuance and sale  subsequent to the Effective Date and
     on or prior to the date the  Restricted  Payment  occurs  (the  "Restricted
     Payment  Reference Date") of common stock and/or Qualified  Preferred Stock
     of the US Borrower,  plus (III) without duplication of any amounts included
     in preceding  clause (II), 100% of the aggregate Net Equity Proceeds of any
     equity  contribution  received by the US  Borrower  from a holder of the US
     Borrower's  common stock (other than from a Subsidiary  of the US Borrower)
     subsequent to the Effective Date and on or prior to the Restricted  Payment
     Reference Date minus (B) any amounts referred to in preceding  clauses (II)
     and (III) to the  extent  that such  amounts  are used to make  Investments
     pursuant to Section 9.05(xiv)."

     6. Section  9.04(iv) of the Credit  Agreement is hereby amended by deleting
the  amount   "$40,000,000"   appearing   therein  and   inserting   the  amount
"$25,000,000" in lieu thereof.

     7. Section  9.05(xiv) of the Credit  Agreement is hereby amended to read in
its entirety as follows:

     "(xiv)  so long as no  Default  or Event of  Default  then  exists or would
     result therefrom,  the US Borrower and its Subsidiaries may make additional
     Investments so long as the aggregate  amount of all such  Investments  made
     subsequent to the Effective Date and  outstanding  at any time  (determined
     without regard to any write-downs or write-offs  thereof)  pursuant to this
     clause  (xiv)  does  not  exceed  the  remainder  of  (A)  the  sum  of (I)
     $5,000,000, plus (II) 100% of the aggregate Net Equity Proceeds received by
     the  US  Borrower  from  any  Person  (other  than a  Subsidiary  of the US
     Borrower)  from the

                                      -2-
<PAGE>

     issuance and sale  subsequent to the Effective  Date and on or prior to the
     date the  Investment  occurs (the  "Investment  Reference  Date") of common
     stock  and/or  Qualified  Preferred  Stock of the US  Borrower,  plus (III)
     without  duplication of any amounts included in preceding clause (II), 100%
     of the aggregate Net Equity Proceeds of any equity contribution received by
     the US Borrower from a holder of the US Borrower's stock (other than from a
     Subsidiary of the US Borrower)  subsequent to the Effective  Date and on or
     prior to the Investment Reference Date, plus (IV) in any fiscal year of the
     US Borrower (commencing with its fiscal year beginning on January 1, 2001),
     an amount equal to the Additional  Investment Basket Amount for such fiscal
     year minus (B) the sum of (I) any amounts referred to in preceding  clauses
     (A)(II)  and  (A)(III)  to the extent  that such  amounts  are used to make
     Restricted  Payments pursuant to Section 9.03(iii) plus (II) any portion of
     the  Additional  Investment  Basket  Amount  that is  used to make  Capital
     Expenditures  pursuant to Section  9.07(b) in the  respective  fiscal year,
     provided that in the case of any such Investment of $2,500,000 or more that
     is made in any Person that is not then a  Subsidiary  of the US Borrower (a
     "Designated Investment"),  at least 10 Business Days prior to the making of
     any such  Investment,  the US Borrower shall deliver to the  Administrative
     Agent and each of the Lenders a certificate of a Senior  Financial  Officer
     of the US Borrower  certifying  (and showing the  calculations  therefor in
     reasonable  detail) that the US Borrower would have been in compliance with
     the financial  covenants set forth in Sections 9.08,  9.09 and 9.10 for the
     respective  Calculation  Period, in each case with such financial covenants
     to be determined on a Pro Forma Basis as if such Investment (as well as all
     other  Designated  Investments  and  Permitted   Acquisitions   theretofore
     consummated  after the first day of such Calculation  Period) had been made
     on the first day of such Calculation Period; and"

     8. Section  9.07(a) of the Credit  Agreement is hereby  amended by deleting
the table  appearing  therein  and  inserting  the  following  new table in lieu
thereof:

                 "Fiscal Year Ending                           Amount
                  ------------------                           ------
                 December 31, 2001                             $42,000,000
                 December 31, 2002                             $32,000,000
                 December 31, 2003                             $32,000,000".

     9. Section 9.08 of the Credit  Agreement is hereby  amended by deleting the
table appearing therein and inserting the following new table in lieu thereof:

                 "Fiscal Quarter Ending                                Ratio
                 ----------------------                                -----
                 September 30, 2001                               4.25:1.00
                 December 31, 2001                                4.25:1.00
                 March 31, 2002                                   4.25:1.00
                 June 30, 2002                                    4.25:1.00
                 September 30, 2002                               4.25:1.00
                 December 31, 2002                                4.25:1.00
                 March 31, 2003                                   5.50:1.00".

                                      -3-
<PAGE>

     10. Section 9.09 of the Credit  Agreement is hereby amended by deleting the
table appearing therein and inserting the following new table in lieu thereof:

                 "Period                                              Ratio
                 -------                                              -----
                 First Amendment Effective Date
                 through and including March 30, 2003            2.50:1.00
                 March 31, 2003 and thereafter                   2.00:1.00".


     11. Section 9.10 of the Credit  Agreement is hereby amended by deleting the
table appearing therein and inserting the following new table in lieu thereof:

                 "Fiscal Quarter Ending On                          Amount
                 -------------------------                          ------
                 September 30, 2001                            $14,300,000
                 December 31, 2001                             $13,800,000
                 March 31, 2002                                $47,600,000
                 June 30, 2002                                 $53,000,000
                 September 30, 2002                            $53,000,000
                 December 31, 2002                             $53,000,000
                 March 31, 2003                                $60,000,000".

     12.  The  definition  of  "Applicable   Commitment  Commission  Percentage"
appearing in Section  11.01 of the Credit  Agreement  is hereby  deleted and the
following new definition of  "Applicable  Commitment  Commission  Percentage" is
inserted in lieu thereof:

     "Applicable Commitment Commission Percentage" shall mean 1% per annum.

     13. The definition of "Applicable Margin" appearing in Section 11.01 of the
Credit  Agreement  is  hereby  deleted  and  the  following  new  definition  of
"Applicable Margin" is inserted in lieu thereof:

          "Applicable  Margin" shall mean,  with respect to Revolving  Loans and
     Swingline  Loans,  from and  after  any  Start  Date to and  including  the
     corresponding End Date, the respective percentage per annum set forth below
     under  the  respective  Type of  Revolving  Loans or  Swingline  Loans  and
     opposite the respective Level (i.e.,  Level 1, Level 2, Level 3 or Level 4,
     as the case may be) indicated to have been achieved on the applicable  Test
     Date for such Start Date (as shown on the respective officer's  certificate
     delivered pursuant to Section 8.01(e) or the first proviso below):

                                      -4-
<PAGE>
    Level      Leverage Ratio             Base Rate Loans     Euro Rate Loans
    -----      --------------             ---------------     ---------------

     1       Less  than or  equal to
             1.50:1.00                           1.00%               2.00%

     2       Greater than 1.50:1.00
             but less than or equal
             to 1.75:1.00                        1.25%               2.25%

     3       Greater than 1.75:1.00
             but less than or equal
             to 2.00:1.00                        1.50%               2.50%

     4       Greater than 2.00:1.00              1.75%               2.75%

          provided,  however,  that if the US  Borrower  fails  to  deliver  the
     financial  statements  required to be delivered pursuant to Section 8.01(a)
     or (b) (accompanied by the officer's  certificate  required to be delivered
     pursuant to Section  8.01(e)  showing the applicable  Leverage Ratio on the
     relevant  Test Date) on or prior to the  respective  date  required by such
     Sections,  then Level 4 pricing shall apply until such time, if any, as the
     financial  statements  required  as set forth  above  and the  accompanying
     officer's  certificate  have been  delivered  showing  the  pricing for the
     respective Margin Reduction Period is at a level which is less than Level 4
     (it  being  understood  that,  in the  case  of any  late  delivery  of the
     financial  statements  and  officer's  certificate  as  so  required,   any
     reduction in the Applicable Margin shall apply only from and after the date
     of the  delivery  of  the  complying  financial  statements  and  officer's
     certificate);  provided further, that (i) for any period prior to August 3,
     2001,  the  Applicable  Margin  shall be  determined  on the  basis of this
     definition  prior to giving effect to the First  Amendment and (ii) Level 4
     pricing  shall apply at any time when any Default or Event of Default is in
     existence.

     14. The definition of "Consolidated  EBITDA"  appearing in Section 11.01 of
the Credit  Agreement is hereby  deleted and the  following  new  definition  of
"Consolidated EBITDA" is inserted in lieu thereof:

          "Consolidated  EBITDA" shall mean, for any period,  Consolidated  EBIT
     for such period,  adjusted by adding thereto the amount of all amortization
     of  intangibles  and  depreciation   that  were  deducted  in  arriving  at
     Consolidated EBIT for such period (including deferred financing,  legal and
     accounting costs associated with the Existing Credit Agreement,  the Senior
     Subordinated  Notes and this  Agreement),  but  determined  without  giving
     effect  to up to an  aggregate  of  $30,000,000  of  asset  impairment  and
     restructuring  expenses  taken by the US  Borrower  in its fiscal  quarters
     ended June 30, 2001 and  September 30, 2001 in

                                      -5-
<PAGE>

     each  case to the  extent  that such  asset  impairment  and  restructuring
     expenses  otherwise reduced  Consolidated  EBITDA for such period; it being
     understood that in determining the Leverage Ratio only, Consolidated EBITDA
     for any period shall be  calculated  on a Pro Forma Basis to give effect to
     any Person or assets  acquired  during such period  pursuant to a Permitted
     Acquisition  and/or a Designated  Investment and not  subsequently  sold or
     otherwise disposed of by the US Borrower or any of its Subsidiaries  during
     such period.

     15. The definition of "Final  Maturity Date"  appearing in Section 11.01 of
the Credit  Agreement is hereby  deleted and the  following  new  definition  of
"Final Maturity Date" is inserted in lieu thereof:

          "Final Maturity Date" shall mean April 11, 2003.

     16. The  definition  of "Test  Period"  appearing  in Section  11.01 of the
Credit  Agreement is hereby  deleted and the following  new  definition of "Test
Period" is inserted in lieu thereof:

          "Test Period" shall mean, at any time, each period of four consecutive
     fiscal  quarters of the US Borrower  then last ended (in each case taken as
     one  accounting  period);  provided,  however,  for purposes of calculating
     compliance with Section 9.10 only for the periods ending September 30, 2001
     and December 31, 2001,  Test Period shall mean the fiscal quarter of the US
     Borrower ending September 30, 2001 or December 31, 2001, as the case may be
     (in each case taken as one accounting period).

     17.  Section  11.01 of the Credit  Agreement is hereby  further  amended by
inserting the following new definitions in the appropriate alphabetical order:

          "First Amendment" shall mean the First Amendment, dated as of June 30,
     2001, to this Agreement.

          "First  Amendment  Effective Date" shall have the meaning  provided in
     the First Amendment.

     18.  On August  3,  2001,  the Total  Revolving  Loan  Commitment  shall be
permanently  reduced from $75,000,000 to $50,000,000 (as the same may be further
reduced from time to time in accordance  with the Credit  Agreement),  with such
reduction to apply  proportionately  to  permanently  reduce the Revolving  Loan
Commitment of each RL Lender.

     19. In order to induce  the  Lenders  to enter  into this  Amendment,  each
Borrower  hereby  represents  and  warrants  that  (i) the  representations  and
warranties  contained in Section 7 of the Credit  Agreement are true and correct
in all material  respects on and as of the First  Amendment  Effective  Date and
August 3, 2001,  after giving effect to this Amendment (it being  understood and
agreed that any  representation  or warranty  which by its terms is made as of a
specified date shall be required to be true and correct in all material respects
only as of such  specified  date),  and (ii) there exists no Default or Event of
Default on the First Amendment  Effective Date and August 3, 2001,  after giving
effect to this Amendment.

                                      -6-
<PAGE>

     20. In order to further  induce the  Lenders to enter into this  Amendment,
the US Borrower  hereby agrees to pay to each Lender which executes and delivers
to the  Administrative  Agent a counterpart  of this Amendment on or before 5:30
p.m.  (New York time) on August 3, 2001,  an amendment fee equal to .50% of such
Lender's  Revolving Loan Commitment on August 3, 2001  (determined  after giving
effect to the  reduction  thereof as provided in Section 18 of this  Amendment),
with such fee to be earned on August 3, 2001 and  payable  on the  Business  Day
immediately thereafter.

     21. 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.

     22. 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 US Borrower and the Administrative Agent.

     23. 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.

     24. This Amendment  shall become  effective as of June 30, 2001 (the "First
Amendment  Effective  Date") on the date when each  Borrower,  each other Credit
Party and the Required  Lenders shall have signed a counterpart  hereof (whether
the same or different  counterparts) and shall have delivered  (including by way
of facsimile  transmission) the same to the  Administrative  Agent at the Notice
Office.

     25. From and after the First  Amendment  Effective  Date, all references in
the Credit  Agreement and each of the Credit  Documents to the Credit  Agreement
shall be deemed to be references to the Credit Agreement as amended hereby.

                                      * * *

                                      -7-
<PAGE>

     IN WITNESS WHEREOF,  each of the parties hereto has caused a counterpart of
this  Amendment  to be duly  executed  and  delivered as of the date first above
written.


                                         SITEL CORPORATION



                                         By: /s/ James E. Stevenson
                                             ----------------------------------
                                             Name: James E. Stevenson
                                             Title:  Chief Financial Officer



                                         SITEL EUROPE LIMITED



                                         By: /s/ James E. Stevenson
                                             ----------------------------------
                                             Name: James E. Stevenson
                                             Title:  Director



                                         SITEL IRELAND LIMITED



                                         By: /s/ James E. Stevenson
                                             ----------------------------------
                                             Name: James E. Stevenson
                                             Title:  Attorney
<PAGE>

                                       BANKERS TRUST COMPANY,
                                        Individually and as Administrative Agent


                                       By:/s/ Susan L. Le Fevre
                                          -------------------------------------
                                          Name:    Susan L. Le Fevre
                                          Title:   Director


                                       BANK OF AMERICA, N.A.


                                       By:/s/ Robert M. Searson
                                          -------------------------------------
                                          Name:    Robert M. Searson
                                          Title:   Senior Vice President


                                       FIRST UNION NATIONAL BANK


                                       By: /s/ Stephanie Micua
                                           ------------------------------------
                                           Name: Stephanie Micua
                                           Title:   Vice President


                                       US BANK NATIONAL ASSOCIATION


                                       By:/s/ David A. Draxler
                                          -------------------------------------
                                          Name:    David A. Draxler
                                          Title:   Vice President


                                       BANK ONE, N.A.


                                       By:/s/ Michael V. Rhodes
                                          -------------------------------------
                                          Name:    Michael V. Rhodes
                                          Title:   Vice President

<PAGE>
Acknowledged and Agreed
to as of the date written above:


SITEL CONSULTING LIMITED,
SIGNED by SITEL CONSULTING
LIMITED acting by its Attorney


By /s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Attorney


LEIDERMAN AND RONCORONI LIMITED,
SIGNED by LEIDERMAN AND RONCORONI LIMITED
acting by its Attorney


By:/s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Attorney


THE TRAINING WORKS LIMITED, SIGNED
by THE TRAINING WORKS LIMITED
acting by its Attorney



By:/s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Attorney


SITEL KINGSTON LIMITED,
SIGNED by SITEL KINGSTON LIMITED
acting by its Attorney



By:/s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Attorney

<PAGE>

SITEL MOOR PARK LIMITED,
SIGNED by SITEL MOOR PARK LIMITED
acting by its Attorney



By:/s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Attorney


SITEL STRATFORD LIMITED,
SIGNED by SITEL STRATFORD LIMITED
acting by its Attorney



By: /s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Attorney


SITEL UK LIMITED, SIGNED
by SITEL UK LIMITED
acting by its Attorney



By:/s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Attorney


B'S TELEMARKETING LIMITED,
SIGNED by B'S TELEMARKETING LIMITED
acting by its Attorney



By:/s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Attorney

<PAGE>

SITEL KINGSTON (SERVICES) LIMITED,
SIGNED by SITEL KINGSTON (SERVICES) LIMITED
acting by its Attorney



By:/s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Attorney


SITEL MOOR PARK (SERVICES) LIMITED,
SIGNED by SITEL MOOR PARK (SERVICES) LIMITED
acting by its Attorney



By:/s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Attorney


SITEL STRATFORD (SERVICES) LIMITED,
SIGNED by SITEL STRATFORD (SERVICES) LIMITED
acting by its Attorney



By:/s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Attorney


SITEL IBERICA TELESERVICES, S.A.,
SIGNED by SITEL IBERICA TELESERVICES, S.A.
acting by its attorney-in-fact



By:/s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Attorney

<PAGE>


TELEACTION HISPANICA, S.A.,
SIGNED by TELEACTION HISPANICA, S.A.
acting by its attorney-in-fact



By:/s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Attorney


TELEPROMOTION S.A.,
SIGNED by TELEPROMOTION S.A.
acting by its attorney-in-fact



By:/s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Attorney


NATIONAL ACTION FINANCIAL SERVICES, INC.



By:/s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Director


FINANCIAL INSURANCE SERVICES, INC.



By:/s/ James E. Stevenson
   -----------------------------------------
   Name:    James E. Stevenson
   Title:   President


SEEK THE GEEK, INC.



By:/s/ James E. Stevenson
   -----------------------------------------
   Name:    James E. Stevenson
   Title:   President

<PAGE>

SITEL INSURANCE MARKETING SERVICES, INC.



By:/s/ James E. Stevenson
   -----------------------------------------
   Name:    James E. Stevenson
   Title:   Attorney


SITEL INSURANCE SERVICES, INC.



By:/s/ James E. Stevenson
   -----------------------------------------
   Name:    James E. Stevenson
   Title:   President


SITEL INTERNATIONAL LLC



By:/s/ James E. Stevenson
   -----------------------------------------
   Name:    James E. Stevenson
   Title:   Chief Financial Officer of SITEL Corporation,
            the sole member of SITEL International LLC



SITEL MEXICO HOLDINGS LLC

By:      SITEL (BVI) International Inc.,
         the sole member of SITEL Mexico Holdings LLC

         By:      SITEL International LLC,
                  the sole director of SITEL (BVI) International, Inc.


By:/s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Chief Financial Officer of SITEL Corporation,
            the sole member of SITEL International LLC


SITEL CUSTOMER CARE, INC.


By:/s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Authorized Person


<PAGE>


SITEL TELESERVICES CANADA INC.


By:/s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Vice President


SITEL BELGIUM NV,
Signed by SITEL BELGIUM NV acting
by its Attorney


By:/s/ James E. Stevenson
   ----------------------------------
   Name:    James E. Stevenson
   Title:   Attorney