EMPLOYMENT AGREEMENT

         THIS AGREEMENT, made as of August 1, 2002, by and between ICT GROUP,

INC., a Pennsylvania corporation (hereinafter called "Company"), and JOHN J.

BRENNAN, an individual (hereinafter called "Employee").



                               W I T N E S S E T H



         Company wishes to continue to employ Employee and Employee wishes to

continue in the employ of Company on the terms and conditions contained in this

Agreement.



         NOW, THEREFORE, in consideration of the facts, mutual promises and

covenants contained herein and intending to be legally bound hereby, Company and

Employee agree as follows:



         1. Employment. Company hereby continues to employ Employee as Chief

Executive Officer, and Employee hereby accepts continued employment by Company,

for the period of time and upon the terms, conditions and restrictions contained

in this Agreement.



         2. Duties and Responsibilities.



            (a) Employee agrees to assume such duties and responsibilities

normally associated with the position indicated above, and as may be assigned to

Employee by the Board of Directors of the Company from time to time.



            (b) During his employment with the Company, Employee may not engage

in any business which would detract from his responsibilities to the Company.



         3. Term. This Agreement and Employee's employment hereunder shall be

for a term of three (3) years, commencing on August 1, 2002 and ending on July

31, 2005, unless sooner terminated as hereinafter provided. This Agreement shall

be renewed automatically for successive three (3) year periods, unless either



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party gives written notice to the other, in accordance with Paragraph 15(c), at

least one hundred eighty (180) days prior to the expiration of the original or

applicable successive term.



         4. Compensation and Benefits.



            (a) For all of the services rendered by Employee to Company,

Employee shall receive a minimum gross annual base salary in the amount

specified on Attachment A hereto, less taxes and other deductions required by

law, payable in reasonable periodic installments in accordance with Company's

regular payroll practices in effect from time to time. Employee's base salary

shall be reviewed by Company's Board of Directors annually and may be increased

(but not decreased except as contemplated in Paragraph 11(i)) by the Board of

Directors in its sole discretion; provided, however, that with respect to

compensation and benefit matters generally (including, but not limited to,

matters addressed in Appendix A), the rights and obligations of the Board of

Directors may be delegated to the Board's Compensation Committee to the extent

consistent with the Company's governing instruments, and, in such event, all

references in this Agreement to the Board of Directors with respect to

compensation or benefits matters shall be deemed a reference to the Compensation

Committee.



            (b) In addition to Employee's base salary, Employee shall be

eligible and Company shall pay Employee bonuses in accordance with the bonus

programs specified on Attachment A hereto. These bonus programs may be modified

by Company's Board of Directors and additional bonus programs may be

implemented, provided that any such modifications or additional programs

(individually or collectively) shall not result in a reduction in the bonuses,

on an annual basis, for which Employee is eligible below those set forth in

Attachment A hereto. Employee also shall be eligible to participate in any stock





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option plans developed for management, in addition to the specific grant of

stock options described in Appendix A; provided, however, that the Company's

Board of Directors shall retain discretion in determining whether, and to what

extent, any additional grants of equity compensation/options (other than those

described in Appendix A) are to be made to Employee.



            (c) Throughout the term of this Agreement, Employee shall be

eligible to participate in the insurance and other benefit plans and programs

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