AMENDMENT NO. 1 TO

                             VOTING TRUST AGREEMENT

         AMENDMENT NO. 1 TO VOTING TRUST AGREEMENT (the "Amendment") made at
Langhorne, Pennsylvania as of May 9, 1996, among ICT Group Inc., a Pennsylvania
corporation (hereinafter called the "Company") and John J. Brennan ("JBrennan")
and Donald P. Brennan ("DBrennan") and any other shareholders of the Company who
now or hereafter become parties hereto (hereinafter called the "Shareholders"),
with JBrennan and DBrennan in such persons' capacity as voting trustees
hereunder, together with any successor trustees (hereinafter being collectively
called the "Trustees").

                              W I T N E S S E T H:

         WHEREAS, the Company, JBrennan and DBrennan are parties to a Voting
Trust Agreement dated February 2, 1996 (the "Voting Trust Agreement"); and

         WHEREAS, the Company has filed a Registration Statement with the
Securities and Exchange Commission covering shares to be issued in an initial
public offering (the "Public Offering"); and

         WHEREAS, the managing underwriters for the Public Offering have
required that the Voting Trust Agreement be amended in order to facilitate the
Public Offering; and

         WHEREAS, the Company, JBrennan and DBrennan believe that it is in their
respective best interests to facilitate the Public Offering by entering into
this Amendment to the Voting Trust Agreement.

         NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants and agreements contained in this Amendment, the parties hereto,
intending to be legally bound, agree as follows:

                  1. Presence at Shareholders' Meetings. JBrennan and DBrennan,
in their personal capacities and as the Shareholders and Trustees under the
Voting Trust Agreement, agree with the Company that notwithstanding any contrary
provision of the Voting Trust Agreement, the Trustees, in their capacity as a
shareholder of the Company with respect to the Shares, will be present for the
express purpose of constituting a quorum under Section 1756 of the Pennsylvania
Business Corporation Law of 1988, as amended (or any successor provision), at
any meeting of shareholders of the Company, and any adjournment thereof, that is
held after the completion of the Public Offering, whether or not any vote is





cast with respect to the Shares on any particular matter to be acted upon at the
meeting.

                  2. Defined Terms. Any capitalized term not otherwise defined
in this Amendment shall have the meaning of such term in the Voting Trust
Agreement.

                  3. Miscellaneous.

                           (a)      Binding Nature of Amendment; No Assignment.
This Amendment shall be binding upon and inure to the benefit of the parties
hereto, including future holders of voting trust certificates, and their
respective heirs, personal representatives, successors and assigns. No party may
sell, assign, transfer or encumber such party's rights or obligations under this
Amendment, without the prior written consent of the other parties hereto, except
to the extent expressly permitted in this Amendment, the Voting Trust Agreement
or the Shareholders' Agreement.

                           (b)     Provisions Separable. The provisions of this
Amendment are independent of and separable from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue of the fact
that for any reason any other or others of them may be invalid or unenforceable
in whole or in part.

                           (c)     Entire Agreement.  This Amendment and the
Voting Trust Agreement contain the entire understanding between the parties
hereto with respect to the subject matter hereof, and supersede all prior and
contemporaneous agreements and understandings, inducements or conditions,
express or implied, oral or written, except as herein or therein provided. The
express terms hereof control and supersede any course of performance and/or
usage of the trade inconsistent with any of the terms hereof. This Amendment may
not be modified or amended other than by an agreement in writing.

                           (d)     Paragraph Headings.  The paragraph headings
in this Amendment are for convenience only; they form no part of this agreement
and shall not affect its interpretation.



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                  IN WITNESS WHEREOF the Company and the Trustees have signed
and sealed this Agreement, and the Shareholders have signed and sealed this
Agreement.


Attest:                                  ICT GROUP, INC.

/s/ Carl E. Smith                   By:  /s/ John J. Brennan
- --------------------------               ----------------------------- 
Carl E. Smith, Secretary                     John J. Brennan
                                             President

Witness:

/s/ Jean Stargell                        /s/ John J. Brennan
- --------------------------               ----------------------------- (SEAL)
                                         John J. Brennan, Trustee

/s/ Helele Mitchell                      /s/ Donald P. Brennan   
- --------------------------               ----------------------------- (SEAL)
                                         Donald P. Brennan, Trustee




Witness:                                 Owner:


/s/ Jean Stargell                        /s/ John J. Brennan    
- --------------------------               ----------------------------- (SEAL)
                                         John J. Brennan

/s/ Helele Mitchell                      /s/ Donald P. Brennan   
- --------------------------               ----------------------------- (SEAL)
                                         Donald P. Brennan



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