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                                                                   EXHIBIT 10.31

                                    AMENDMENT

Notwithstanding anything to the contrary contained in the Startek Pacific, Inc.
Manufacturing Agreement (the "Agreement") dated January 1, 1998 between Startek
Pacific, Ltd. ("Startek") and Mentor Media Ltd. ("Mentor"); the parties agree to
amend the Agreement as follows:

     1.   Startek agrees that Mentor may, at any time during or after the
          Agreement, enter into any agreements directly with Microsoft
          Corporation ("Microsoft") to provide manufacturing and other services
          (such as Licensing and Programs) for any business other than Full
          Packaged Product covered under the Agreement. However, such
          restriction on the Full Packaged Product shall not apply upon
          termination of the Agreement and Mentor shall then be entitled to
          contract with Microsoft directly to manufacture or conduct any other
          business with Microsoft.

     2.   Startek agrees that Mentor may communicate directly with Microsoft in
          Mentor's capacity as a subcontractor to Startek under the Agreement on
          such issues as assembly process improvements and pricing.

     3.   Startek and Mentor agree that the termination date of the contract
          will be extended from June 30, 2001 to December 31, 2001.

     4.   It is agreed that pricing may be negotiated at Microsoft's option with
          either Startek or Mentor. In those cases where Microsoft negotiates a
          price directly with Mentor, Startek will acquire such product from
          Mentor and resell such product to Microsoft in amounts to be agreed
          upon between Startek and Mentor.

     5.   Clauses 2(c), 2(f), 4 (b), 8, 10(c) and 10(e) of the Agreement shall
          not restrict Mentor from directly contracting with and communicating
          with Microsoft pursuant to paragraphs 1 and 2 above and Mentor shall
          not be considered to have breached the Agreement for so contracting
          and communicating directly with Microsoft.

     6.   This agreement shall be effective January 1, 2001.


STARTEK PACIFIC, LTD.

/s/ E. Preston Sumner, Jr.
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By

E. Preston Sumner, Jr.
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Name

Chief Operating Officer
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Title

April 19, 2001
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Date

MENTOR MEDIA LTD.

/s/ Wong Yat Foo
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By

Wong Yat Foo
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Name

MD
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Title

April 23, 2001
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Date