ICT GROUP, INC.
This SECURITY AGREEMENT dated as of April 21, 1998 by and between ICT GROUP, INC., a
Pennsylvania corporation (the "Company"), and BANKBOSTON, N.A., a national banking association (the
"Secured Party"), as administrative agent for itself and the other lenders which are or may become parties (the
"Lenders") to that certain Credit Agreement dated of even date herewith by and among the Company, Eurotel
Marketing Limited ("Eurotel"), Yardley Enterprises, Inc., Harvest Resources, Inc., ICT/Canada Marketing, Inc.,
the Secured Party, the Co-Agent and the Lenders, as the same may be amended, restated, modified or
supplemented from time to time (such agreement, as in effect from time to time, the "Credit Agreement").
Capitalized terms which are used herein without definition and which are defined in the Credit Agreement shall
have the same meanings herein as in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have made, and may hereafter make, Loans to the
Company and Eurotel on the terms set forth therein; and
WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement that the Company and the
Secured Party execute this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. GRANT OF SECURITY INTEREST. To secure the due and prompt payment and performance by
the Company of the Obligations (as defined below), the Company hereby pledges, assigns and grants to the
Secured Party, for the benefit of the Lenders, a continuing security interest in and lien on all properties, assets and
rights of the Company of every kind and nature, wherever located, whether now owned or hereafter acquired or
arising, and all proceeds and products thereof, including, without limitation, all goods, accounts (including