AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                 ICT GROUP, INC.
 
 
1.       The name of the corporation is ICT Group, Inc.
 
2.       The address of this corporation's current registered office
         in this Commonwealth is (the Department is hereby authorized
         to correct the following information to conform to the
         records of the Department):  800 Town Center Drive,
         Langhorne, Pennsylvania, 19047, Bucks County.
 
3.       The corporation was incorporated under the provisions of the Business
         Corporation Law, Act of May 5, 1933, as amended, and shall have
         unlimited power to engage in and to do all lawful acts concerning any
         or all lawful business for which corporations may be incorporated under
         the Business Corporation Law, including, without limitation, providing
         telemarketing and call center teleservices.
 
4.       The date of incorporation is March 20, 1987.
 
5        The aggregate number of shares which the corporation shall have
         authority to issue is Forty Five Million (45,000,000) of which Forty
         Million (40,000,000) shares of the par value of $.01 per share shall be
         Common Stock and Five Million (5,000,000) shares of the par value of
         $.01 per share shall be Preferred Stock. The Board of Directors may
         authorize the issuance from time to time of Preferred Stock in one or
         more series and with designations, preferences, qualifications,
         limitations, restrictions and special or relative rights (which may
         differ with respect to each series) as the Board may fix by resolution.
         Without limiting the foregoing, the Board of Directors is authorized to
         fix with respect to each series:
 
                  (a)      the number of shares which shall constitute the
                           series and the name of the series;
 
                  (b)      the rate and times at which, and the preferences and
                           conditions under which, dividends shall be payable on
                           shares of the series, and the status of such
                           dividends as cumulative or non-cumulative and as
                           participating or non-participating;
 
                  (c)      the prices, times and terms, if any, at or upon
                           which shares of the series shall be subject to
                           redemption;
 
 
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                  (d)      the rights, if any, of holders of shares of the
                           series to convert such shares into, or to exchange
                           such shares for, shares of any other class of stock
                           of the corporation;
 
                  (e)      the rights and preferences, if any, of the holders
                           of shares of the series upon any liquidation,
                           dissolution or winding up of the affairs of, or
                           upon any distribution of the assets of, the
                           corporation;
 
                  (f)      the limitations, if any, applicable while such series
                           is outstanding, on the payment of dividends or making
                           of distributions on, or the acquisition of, the
                           common stock of any other class of stock which does
                           not rank senior to the shares of the series; and
 
                  (g)      the voting rights, if any, to be provided for
                           shares of the series.
 
6.       Subchapters E (Sections 2541-2548), G (2561-2568), H (2571- 2576) and
         Section 2538 of Subchapter D, all of Chapter 25 of the Business
         Corporation Law of 1988, as amended, shall not be applicable to the
         corporation.
 
7.       Subchapter F (Section 2551-2556) of Chapter 25 of the
         Business Corporation Law of 1988, as amended, shall be
         applicable to the corporation.
 
8.       The term of the corporation's existence is perpetual.
 
9.       Any action required or permitted to be taken by the
         shareholders of the corporation at any annual or special
         meeting of shareholders of the corporation must be effected
         at a duly called annual or special meeting of shareholders
         any may not be taken or effected by a written consent of
         shareholders in lieu thereof.  Special meetings of the
         shareholders may be called only by the Chairman of the Board
         of Directors, the President or a majority of the Board of
         Directors of the corporation, and the business to be
         conducted at any special meeting of shareholders shall be
         limited to the business set forth in the notice of the
         meeting.
 
10.      The directors shall be divided into three classes, Class I, Class II
         and Class III with respect to their terms of office. All classes shall
         be as nearly equal in number as reasonably possible. Subject to such
         limitations, when the number of Directors is changed, any newly-created
         directorship or any decrease in directorships shall be apportioned
         among the classes by action of the Board of
 
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         Directors.  The terms of office of one class shall expire each year.
 
11.      The shareholders of the corporation shall not have the right
         to cumulate their votes for the election of directors of the
         corporation.
 
    
 
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