Exhibit 10.33



AMENDMENT NO. 1



THIS AMENDMENT NO. 1 dated as of May 2nd, 2003 (this
Amendment) of the Credit Agreement referenced below is by and among ICT GROUP, INC., a Pennsylvania corporation (the Borrower), the Guarantors and the Lenders identified on the signature pages hereto and BANK OF
AMERICA, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.



W I T N E S S E T H



WHEREAS, an $85 million revolving credit facility has been established in favor of the Borrower pursuant to the terms of that Credit
Agreement dated as of April 25, 2001 (as amended and modified, the Credit Agreement) among the Borrower, the Guarantors, the Lenders and the Administrative Agent;



WHEREAS, the Borrower has requested certain modifications to the terms of the Credit Agreement; and



WHEREAS, the Required Lenders have agreed to the
requested modifications on the terms and conditions set forth herein;



NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:



SECTION 1 Amendments to the Credit Agreement. The
Credit Agreement is hereby amended in the following respects:



1.1 The definition of Consolidated EBITDA in Section 1.1 is amended to read as follows:



Consolidated EBITDA means, for any period for the Consolidated Group, the sum of (i) Consolidated Net
Income, plus (ii) to the extent deducted in determining net income, (A) Consolidated Interest Expense, (B) taxes and (C) depreciation and amortization, in each case on a consolidated basis determined in accordance with GAAP; but
excluding, for purposes of determining compliance with the financial covenants hereunder, charges of up to $12.85 million, which charges were non-cash when recorded, related to the lawsuit pending against the Borrower in the Circuit Court of
Berkeley County, West Virginia and related tax effects thereon. Except as otherwise expressly provided, the applicable period shall be the four consecutive fiscal quarters ending as of the date of determination.



1.2 Section 7.11(b) is amended to read as follows:



(a) Consolidated Fixed
Charge Coverage Ratio. As of the end of each fiscal quarter, the Consolidated Fixed Charge Coverage Ratio shall be not less than:



|Fiscal Quarter Ending                         |  | Consolidated Fixed Charge Coverage Ratio
|--------------------------------------------- |  | ----------------------------------------
|From the Closing Date through March 31, 2003  |  | 1.75:1.0                                
|From April 1, 2003 through September 30, 2003 |  | 1.5:1.0                                 
|Thereafter                                    |  | 1.75:1.0                                



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SECTION 2
Conditions Precedent.



2.1 This Amendment
shall be effective immediately upon receipt by the Administrative Agent, in form and substance satisfactory to the Administrative Agent, of each of the following:



(a) Counterparts of this Amendment duly executed by each of the Credit Parties and the
Required Lenders; and



(b) An
amendment fee, for the ratable benefit of each Lender (including Bank of America) that consents to this Amendment on or before May 2, 2003 (the Consenting Lenders), of 5 basis points on the aggregate amount of the Consenting
Lenders Revolving Commitments.



SECTION
3 Miscellaneous.



3.1 The Credit Parties
hereby affirm that, after giving effect to this Amendment, the representations and warranties set forth in the Credit Agreement and the other Credit Documents are true and correct in all material respects as of the date hereof (except those which
expressly relate to an earlier period).



3.2
Except as modified hereby, all of the terms and provisions of the Credit Agreement and the other Credit Documents (including schedules and exhibits thereto) shall remain in full force and effect.



3.3 The Borrower agrees to pay all reasonable costs and
expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of Moore & Van Allen, PLLC.



3.4 This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery by any party hereto of an
executed counterpart of this Amendment by facsimile shall be effective as such partys original executed counterpart and shall constitute a representation that such partys original executed counterpart will be delivered promptly.



3.5 This Amendment shall be deemed to be a
contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York.



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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.



|BORROWER:   |  |  |  | ICT GROUP, INC., a Pennsylvania corporation                                                                                                                           
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|GUARANTORS: |  |  |  | YARDLEY ENTERPRISES, INC., a Delaware corporation ICT CONNECTEDTOUCH.COM
LLC, a Pennsylvania limited liability company HARVEST RESOURCES, INC., a Delaware corporation
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|ADMINISTRATIVE AGENT: |  |  |  | BANK OF AMERICA, N.A., in its capacity as Administrative Agent 
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|LENDERS:              |  |  |  | BANK OF AMERICA, N.A., individually in its capacity as a Lender
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|                      |  |  |  | FLEET NATIONAL BANK:                                           
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|                      |  |  |  | SOVEREIGN BANK                                                 
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|                      |  |  |  | LASALLE BANK NATIONAL ASSOCIATION                              
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|                      |  |  |  | BANK LEUMI USA                                                 
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