CERTIFICATE OF DESIGNATIONS, PREFERENCES
                     AND RIGHTS OF SERIES A PREFERRED STOCK

                                       OF

                            TELETECH HOLDINGS, INC.

             PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
                            OF THE STATE OF DELAWARE


     I, Jimmy Holland, as Secretary of TeleTech Holdings, Inc., a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "Corporation"), in accordance with the provisions of Section 103
thereof, DO HEREBY CERTIFY THAT:

          In accordance with the provisions of Section 151 of the General
Corporation Law of the State of Delaware and pursuant to ARTICLE FOUR, SECTION B
of the Restated Certificate of Incorporation of the Corporation (the
"CERTIFICATE OF INCORPORATION"), the Board of Directors of the Corporation is
authorized to issue from time to time shares of Preferred Stock, par value $.01
per share, in one or more series; and 

          In connection with a Combination Agreement (the "COMBINATION
AGREEMENT") to be entered into among the Corporation,  EDM Electronic Direct
Marketing Ltd., a corporation existing under the laws of the Province of
Ontario, Canada ("EDM") and the shareholders of EDM, the Board of Directors of
the Corporation has approved and adopted the following resolutions creating a
series of one (1) share of Preferred Stock, par value $.01 per share, designated
as Series A Preferred Stock:

          RESOLVED, that pursuant to the authority expressly vested in the
     Board of Directors of the Corporation in accordance with the
     provisions of its Certificate of Incorporation, a series of Preferred
     Stock of the Corporation, par value $.01 per share, be, and it is
     hereby, created and classified, and the designation and amount thereof
     and the voting powers, preferences and relative, participating,
     optional and other special rights of the shares of such series and the
     qualifications, limitations or restrictions thereof are as follows:

          SECTION 1.  DESIGNATION.  The distinctive serial designation of
     this series shall be "Series A Preferred Stock" (hereinafter called
     "SERIES A PREFERRED STOCK").

          SECTION 2.  NUMBER OF SHARES.  The number of shares of authorized
     Series A Preferred Stock shall be one (1).  The share shall be issued
     in the name of, and shall at all times be held by, a trustee
     (including any successors thereto, the "TRUSTEE") to be appointed
     under a Voting Trust Agreement (the "VOTING TRUST AGREEMENT") to be
     entered into among the Corporation, EDM and said Trustee pursuant to
     the Combination Agreement.  At such time as the share of Series A



     Preferred Stock has no votes attached to it because there are no
     Exchangeable Shares (as hereinafter defined) outstanding which are not
     owned by the Corporation or any of its subsidiaries or affiliates, and
     there are no shares of stock, debt, options or other agreements of EDM
     which could give rise to the issuance of Exchangeable Shares to any
     person, the share of Series A Preferred Stock shall be cancelled.

          SECTION 3.  PRIORITY.  Except as otherwise specified herein, the
     Series A Preferred Stock shall rank PARI PASSU with the Common Stock.

          SECTION 4.  NO DIVIDENDS.  The holder of record of the share of
     Series A Preferred Stock shall not be entitled to receive any
     dividends, whether payable in cash or shares of capital stock, from
     the Corporation.

          SECTION 5.  RIGHTS UPON LIQUIDATION.  In the event of any
     voluntary or involuntary liquidation, dissolution or winding up of the
     affairs of the Corporation, the holder of the share of Series A
     Preferred Stock shall not be entitled to receive any distributions or
     payments, including, without limitation, any liquidation amounts,
     dividends, or preferential or other payments or distributions

          SECTION 6.  VOTING RIGHTS.  The holder of record of the share of
     Series A Preferred Stock shall have the following voting rights:

               a.   VOTING RIGHTS WITH COMMON STOCK.  The share of Series A
     Preferred Stock shall vote together with the Common Stock as a single
     class and, except as set forth herein, such voting rights shall be
     identical in all respects.

               b.   NUMBER OF VOTES.  The holder of record of the share of
     Series A Preferred Stock shall be entitled to such number of votes
     equal to the number of shares of Common Stock into which the
     outstanding shares of non-voting Class A Special Shares of EDM (the
     "EXCHANGEABLE SHARES") may be exchanged, excluding Exchangeable Shares
     owned by the Corporation or any of its subsidiaries or affiliates.

               c.   METHOD OF VOTING.  The holder of the share of Series A
     Preferred Stock shall be entitled to exercise the voting rights
     attendant thereto in such manner as prescribed in the Voting Trust
     Agreement.

          SECTION 7.  NO OTHER RIGHTS.  The shares of Series A Preferred
     Stock shall not have any relative, participating, optional or other
     special rights and powers other than as set forth herein.


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     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations to be signed by its Secretary as of June 11, 1998.

                                    TELETECH HOLDINGS, INC.



                                    By:     /s/ Jimmy Holland
                                       ----------------------------------
                                            Jimmy Holland
                                            Secretary


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