8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 17, 2006

STARTEK, INC.
(Exact name of registrant as specified in its charter)

DELAWARE	1-12793	84-1370538
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

44 Cook Street, 4th Floor, Denver, Colorado	80206
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 399-2400

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

StarTek Canada Equipment Financing
On November 17, 2006, StarTek Canada Services, Ltd. (“StarTek Canada”), a subsidiary of StarTek, Inc., entered into a security agreement with Wells Fargo Equipment Finance Company, Inc. (“Wells Fargo Equipment Company”). Pursuant to the agreement and related promissory note, StarTek Canada borrowed approximately $9.6 million Canadian dollars. The loan will be repaid in 48 monthly installments of $225 thousand, which reflects an implicit interest rate of 5.77% per annum, payable on the 20^th day of each month commencing December 20, 2006. Borrowings under this agreement are secured by fixed assets and tenant improvements at certain of StarTek, Inc.’s Canadian facilities. StarTek Canada may elect to prepay amounts due under this agreement provided that StarTek Canada notifies Wells Fargo in writing at least 30 days prior to such repayment and pays a “prepayment premium” calculated pursuant to the terms of Schedule A to the security agreement. The obligations of StarTek Canada to repay the principal and interest will become due immediately upon an event of default, which includes (i) any failure to pay an installment payment when due, (ii) any failure to perform any obligation to Wells Fargo Equipment Company, (iii) an event of default occurs under any agreement with Wells Fargo Equipment Company or any other financial institution, (iv) any representation or warranty in connection with this loan is incorrect or misleading, (v) the value of the equipment finance is impaired due to a loss, (vi) StarTek Canada makes an assignment for the benefit of creditors, becomes insolvent, commits an act of bankruptcy, ceases to threatens to cease to do business as a going concern, merges, is subject to a direct or indirect change in control or seeks any arrangement or composition with its creditors, (vii) any proceeding in bankruptcy or liquidation is commenced by or against StarTek Canada or its property, (viii) Wells Fargo Equipment Company in good faith believes and has commercially reasonable grounds to believe that the prospect for payment or performance by StarTek Canada is or is about to be impaired or the equipment is or is about to be placed in jeopardy, or (ix) any guarantor identified below disputes or seeks to terminate its guarantee or becomes bankrupt or impaired. The security agreement, including the related promissory note attached thereto as Schedule A, is attached as Exhibit 10.74 to this Current Report on Form 8-K.

The obligations of StarTek Canada under the security agreement and related promissory note are absolutely and unconditionally guaranteed by StarTek, Inc. and StarTek USA, Inc. (“StarTek USA”). A copy of the Form of Guaranty is attached as Exhibit 10.75 to this Current Report on Form 8-K.

StarTek USA Equipment Financing
Also on November 17, 2006, StarTek USA, a subsidiary of StarTek, Inc., executed a promissory note dated November 13, 2006, with Wells Fargo Equipment Finance, Inc. (“Wells Fargo Equipment, Inc.”). Pursuant to the terms of the agreement, StarTek USA borrowed approximately $4.9 million, to be repaid with interest, equal to 6.38% per annum, in 48 monthly installments of $115 thousand, payable on the last day of each month starting on December 31, 2006. The promissory note is secured by fixed assets and tenant improvements at certain of StarTek, Inc.’s U.S. facilities pursuant to the terms of a security agreement. There is no penalty for early repayment of the borrowed funds. The obligations of StarTek USA to repay the principal and interest will become due immediately upon an event of default, which includes (i) any failure to pay an installment payment when due, (ii) the commencement of any bankruptcy or insolvency proceedings by or against StarTek USA or the guarantors identified below, (iii) the acceleration upon default of any indebtedness StarTek USA or its affiliates owe to Wells Fargo Equipment, Inc. or its affiliates, (iv) any failure to observe or perform any covenants or agreements binding on StarTek USA, (v) any representation or warranty made by StarTek USA to Wells Fargo Equipment, Inc. or made in any financial statements or reports submitted to Wells Fargo Equipment, Inc. shall prove materially false or misleading, (vi) a garnishment, summons or writ of attachment is issued against or served upon Wells Fargo Equipment, Inc. for the attachment of any property of StarTek USA, (vii) StarTek USA or the guarantors identified below are dissolved or liquidated or go out of business, (viii) StarTek USA consolidates or merges with, or sells all or substantially all of its assets to, any other person, or more than 50% of StarTek USA’s voting stock is acquired by a stockholder who did not own voting stock of StarTek USA on the date of the security agreement. A copy of the promissory note and related security agreement is attached as Exhibit 10.76 to this Current Report on Form 8-K.

The obligations of StarTek USA under the promissory note and security agreement are absolutely and unconditionally guaranteed by StarTek, Inc. and StarTek Canada. A copy of the Form of Guaranty is attached as Exhibit 10.77 to this Current Report on Form 8-K.

All of the aforementioned documents related to the StarTek USA’s promissory note and related guarantees were executed on November 17, 2006.

Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information under Item 1.01 above is incorporated by reference in this Item 2.03.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number	Description
10.74	Security Agreement between StarTek Canada Services, Ltd. and Wells Fargo Equipment Finance Company
10.75	Form of Guaranty of StarTek Canada Obligations executed by StarTek, Inc. and StarTek USA, Inc.
10.76	Promissory Note between StarTek USA, Inc. and Wells Fargo Equipment Finance, Inc.
10.77	Form of Guaranty of StarTek USA Obligations executed by StarTek, Inc. and StarTek Canada Services, Ltd.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

STARTEK, INC.

Date: November 21, 2006

By: /s/ Rodd E. Granger                            
Rodd E. Granger
Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description
10.74	Security Agreement between StarTek Canada Services, Ltd. and Wells Fargo Equipment Finance Company
10.75	Form of Guaranty of StarTek Canada Obligations executed by StarTek, Inc. and StarTek USA, Inc.
10.76	Promissory Note between StarTek USA, Inc. and Wells Fargo Equipment Finance, Inc.
10.77	Form of Guaranty of StarTek USA Obligations executed by StarTek, Inc. and StarTek Canada Services, Ltd.

EX-10.74

Exhibit 10.74

Wells Fargo Equipment Finance Company
Lansing Square
2550 Victoria Park Avenue, Suite 700
Toronto, Ontario M2J 5A9

SECURITY AGREEMENT

[11/15/06]

THIS SECURITY AGREEMENT made as of this ____17            day of November, 2006 between Startek Canada Services, Ltd. of the City of Halifax, in the Province of Nova Scotia (“Obligor”), and Wells Fargo Equipment Finance Company, incorporated under the laws of the Province of Nova Scotia, with its head office located at 2550 Victoria Park Avenue, Suite 700, Toronto, Ontario M2J 5A9 (“Wells Fargo”).

IN CONSIDERATION of Nine Million, Six Hundred and Twenty Three Thousand, Eight Hundred and Eleven Dollars and 45 Cents ($9,623,811.45), of lawful money of Canada paid by Wells Fargo to Obligor (or as the Obligor directed) and other value received, the receipt and sufficiency of which is hereby acknowledged, effective immediately Obligor, on the terms set out below:

(a)	agrees to perform the Obligations, including payment of all amounts owing by Obligor to Wells Fargo under the promissory note dated the date hereof, a copy of which is attached hereto as Schedule “A” (the “Note”); and
(b)	as general and continuing security for the Obligations:

i.

grants, bargains, sells, assigns, mortgages, hypothecates and charges, to and in favour of Wells Fargo, all of Obligor’s interest in the Equipment (the “Charge”), Wells Fargo to have and to hold the Equipment (subject only to the express terms of this Security Agreement) for its sole use and benefit forever until Obligor discharges the Obligations in full, such Charge creating a fixed and specific Encumbrance on the Equipment and placing Wells Fargo in full possession of the Equipment; and

ii.

grants Wells Fargo a security interest in the Equipment (the “Security Interest”) as security for the Obligations, such Security Interest to be a purchase-money security interest,

(the Charge and the Security Interest being collectively the “Security”), such Security to be in addition to all other security now or hereafter held by Wells Fargo against Obligor’s property and to be a first priority interest in the Equipment (including all proceeds therefrom), free of all Encumbrances (except for Obligor’s rights expressly granted under this Security Agreement). Obligor acknowledges that value has been given by Wells Fargo and that such Security attaches upon the execution of this Security Agreement or, if Obligor has no interest in the Equipment or a part thereof at the time this Security Agreement is executed, at the time Obligor acquires such an interest. The Obligor acknowledges that the grant of the Security was an express condition of the advance resulting in the Note.

LOAN STATEMENT			INSTALLMENT PAYMENTS
Amount Advanced	$	9,623,811.45	Principal Sum, interest and all other sums owing are payable in installments as set forth in Schedule “A”, the Note, attached hereto.
Registration Fee	$
Other Charges	$
			EQUIPMENT LOCATION
Principal Sum of Note	$	9,623,811.45	Address : refer to attached Schedules B1 and B2
			City, Province Ontario, Canada

1.	Care of Equipment. Obligor shall maintain the Equipment in good condition, repair and working order and fit for its intended use by qualified persons acceptable to Wells Fargo. Any improvements resulting from such maintenance or any other accessions, attachments, additions, changes, modifications or other alterations to the Equipment (collectively “Alterations”) shall immediately form part of the Equipment and become subject to the Security, free of Encumbrances. Obligor shall not make any Alterations if the fair market value of the Equipment after the Alternation is less than its value before such Alteration. The Equipment shall remain as separately identifiable, personal and moveable property and shall not be affixed to real property. Obligor shall not allow any Encumbrance to attach to the Equipment (except pursuant to this Security Agreement), shall not sell, assign, give up possession, lease, license or dispose of the Equipment or any part thereof and shall not assign or Encumber its rights under this Security Agreement or to the Equipment. All costs and risks relating to the Equipment’s ownership, use, maintenance, possession or disposal shall be borne by Obligor, including all Taxes and all charges, licensing costs or fines arising in connection with the ownership or use of the Equipment. Obligor shall, pay all Taxes and, as required by law, file all Tax returns and ensure no Encumbrances arise because of Tax.
2.	Use of Equipment. Obligor shall use the Equipment carefully and shall, at Obligor’s expense, comply with all applicable laws (including safety and inspection requirements), insurance policies and manufacturer’s recommendations relating to the ownership, possession, use and maintenance of the Equipment. Equipment is not “consumer goods” (as such phrase is used in the PPSA or any other relevant legislation) and shall only be used in connection with Obligor’s business or in the carrying on of an enterprise and only for commercial, industrial, professional or handicraft purposes and not for any personal, family, household or farming purpose. Wells Fargo’s written consent is required before Obligor uses the Equipment to transport people for a charge or to transport explosives, radioactive or flammable matter or any substance which is a prohibited, toxic or a restricted substance or hazardous waste under the Canadian Environmental Protection Act (as amended) or any analogous legislation in effect in any relevant jurisdiction. Equipment shall remain at the Equipment Location first set forth above except that Equipment which is, as expressly indicated in the Equipment Location (see above), vehicles or other goods which will necessarily be used at different locations may, provided Wells Fargo’s first priority Encumbrance on the Equipment is not adversely affected: (A) be removed from the Equipment Location for normal daily usage; and (B) in the case of vehicles, provided absences from the Equipment Location shall not exceed 20 consecutive days and 30 days in any 45 day period, be used throughout Canada and the United States.
3.	Inspection, Marking and Licensing. Wells Fargo may at any time inspect the Equipment and Obligor’s maintenance, insurance, use and Tax records. Obligor shall prominently affix and maintain markings on the Equipment as Wells Fargo may from time to time require to indicate Wells Fargo’s Encumbrance on the Equipment. Any licensing or registration of the Equipment shall show, to the extent permitted by applicable law: (A) Wells Fargo as having a first priority Encumbrance on the Equipment; and (B) Obligor as having care and control of the Equipment as Obligor.

4.	Net Payments. The Installment Payments and other amounts payable under the Note and this Security Agreement shall be absolutely net to Wells Fargo, regardless of any Loss and free of all expenses, deductions, Taxes, costs or outgoings of any kind whatsoever and free from all rights of set-off, counterclaim, abatement, defence, recoupment or compensation. Wells Fargo may, in its sole discretion, apply any amounts received from Obligor to any amounts owing by Obligor under this Security Agreement or the Note in the order chosen by Wells Fargo.
5.	Indemnification. Obligor indemnifies Wells Fargo, and shall protect Wells Fargo against, all loss, costs, liabilities, claims, legal proceedings, penalties, damages and expenses arising in connection with: this Security Agreement (including any out-of-pocket costs or fees associated with security searches, registrations, amendments and discharges and with Equipment appraisals and credit verifications) or the Note; the Equipment; the manufacture, selection, purchase, ownership, delivery, installation, possession, use, maintenance, Loss, disposal or return of the Equipment; injury or death to persons or damage to property caused by the Equipment; Taxes; infringement of any patent, industrial or intellectual property right due to the use or operation of the Equipment; any Default; any Encumbrance on the Equipment not caused by or arising through Wells Fargo; or the exercise by Wells Fargo of its rights hereunder or under the Note. Any amount to be paid by Obligor in fulfillment of this indemnity shall be immediately due and payable by Obligor, shall bear interest at the Default Rate, and shall be secured by this Security Agreement and payable at the place specified in the Note.
6.	Insurance. Obligor shall, at its expense, maintain with insurers and on terms and conditions acceptable to Wells Fargo:

(a)

Comprehensive all risks, full replacement value property loss insurance on the Equipment with: (I) loss payable to Wells Fargo as first payee and, if Wells Fargo requests, with Wells Fargo named as an additional insured, and (II) a waiver of subrogation in favour of Wells Fargo; and

(b)

General public liability and third party property damage insurance (in the case of vehicles, under a standard form automobile insurance policy and any “no fault” coverage required by applicable law) with limits of liability equal to at least $2,000,000 per occurrence (or such greater amount as Wells Fargo may require from time to time), exclusive of interest and costs and regardless of the number of claims arising from any one accident, and such insurance shall: (I) extend to all liabilities of Obligor arising out of its or its agents use or possession of Equipment or out of Wells Fargo’s Charge on or Security in the Equipment, (II) if Wells Fargo request, naming Wells Fargo as additional insured, and (III) include a cross-liability provision insuring each insured as if a separate policy had been issued.

	Such insurance shall provide that: (A) evidence of renewal shall be provided to Wells Fargo and thirty days written notice shall be given to Wells Fargo before a policy expiration, alteration or cancellation; (B) coverage shall be primary and not contributory; and (C) Wells Fargo’s interest as additional insured (if any) shall not be adversely affected by any act or omission of Obligor or its agents and such insurance shall contain, at a minimum, a standard mortgagee clause. Obligor shall supply Wells Fargo with evidence of satisfaction of these insurance covenants (showing Wells Fargo as loss payee and additional insured, if any) prior to receiving the Equipment and thereafter upon request by Wells Fargo. If Equipment is, in Wells Fargo’s reasonable opinion, an actual or constructive total loss, Wells Fargo shall be entitled to retain the Termination Amount from the insurance proceeds and, if such proceeds are less than the Termination Amount, to recover any shortfall from Obligor. Obligor appoints Wells Fargo as its attorney for the purpose of endorsing and negotiating all instruments payable to Obligor and executing all documents relating to the Loss. The proceeds of any property loss insurance shall, at Wells Fargo’s option, be applied towards replacement or repair of the Equipment or payment of the balance owing hereunder.
7.	Failure to Perform. If Obligor fails to perform any Obligation (including its obligation to maintain adequate insurance coverage and to keep the Equipment free of Encumbrances), Wells Fargo may, as Obligor’s lawful attorney or otherwise, do so on Obligor’s behalf (including procuring insurance to protect Wells Fargo’s, but not Obligor’s, interests). Such failure is a Default and Obligor shall immediately indemnify Wells Fargo for Wells Fargo’s costs of performing such Obligation.
8.	Representations, Warranties & Covenants. Obligor represents, warrants and covenants (and acknowledges Wells Fargo’s reliance thereon and that such representations, warranties and covenants shall survive without time limit) that:

(a)	its full legal name is as set forth above and, if a body corporate, it is and will continue to be validly incorporated and organized;
(b)	it has all necessary power and authority to own its property and carry on its business and to execute, deliver and perform this Security Agreement and the Note, each such action (i) having been duly authorized, (ii) not being in conflict with any law, the constating documents, resolutions or by-laws of Obligor or any agreement to which it is a party, and (iii) not creating any Encumbrance on the Equipment;
(c)	this Security Agreement and the Note are and will continue to be a legal, valid and binding obligation of Obligor, enforceable against it and effective against its creditors in accordance with its terms;
(d)	there are no pending or threatened proceedings against Obligor before any court or other tribunal unless disclosed to Wells Fargo in writing;
(e)	this Security Agreement is not a consumer loan or financing within the meaning of any personal property security or consumer protection legislation, or any analogous legislation, of any applicable jurisdiction;
(f)	Obligor’s financial information is prepared in accordance with generally accepted accounting principles and Obligor has made full disclosure to Wells Fargo of all material facts related to its financial well being, business and affairs;
(g)	Schedule “B” hereto is accurate and completely describes the Equipment;
(h)	Obligor shall promptly notify Wells Fargo of any loss, damage, breakdown, destruction, seizure, theft or governmental taking of the Equipment or any part thereof (any such case being a “Loss”), regardless of whether it is caused by any default or neglect of Obligor;

(i)	subject only to the Security, Obligor has and will continue to have good and marketable title to the Equipment, free and clear of all Encumbrances of any kind whatsoever; and
(j)	all information now or hereafter provided by Obligor to Wells Fargo in respect of this Security Agreement is true and does not omit to state a material fact, the omission of which would cause such information to be misleading.

9. Defaults. Obligor is in default (a “Default”) if:

(a)	Obligor fails to make any Installment Payment or other payment due under this Security Agreement or the Note within ten days of its due date;
(b)	Obligor fails to perform any other Obligation;
(c)	an event of default occurs under any other agreement between Obligor and Wells Fargo (including the Note) or between Obligor and any financial institution;
(d)	any representation or warranty of Obligor herein or given in connection with this Security Agreement or the Note is incorrect or misleading;
(e)	the value of the Equipment is materially impaired due to Loss;
(f)	Obligor makes any assignment for the benefit of creditors, becomes insolvent, commits an act of bankruptcy, ceases or threatens to cease to do business as a going concern, amalgamates, is subject to a direct or indirect change in control or seeks any arrangement or composition with its creditors;
(g)	any proceeding in bankruptcy, receivership, liquidation or insolvency is commenced by or against Obligor or its property;
(h)	Wells Fargo in good faith believes and has commercially reasonable grounds to believe that the prospect of payment or performance by Obligor under this Security Agreement or the Note is or is about to be impaired or the Equipment is or is about to be placed in jeopardy; or
(i)	any guarantor of Obligor’s Obligations disputes or seeks to determine or terminate its guarantee or becomes subject to any of the events in clauses (f) or (g) above.

10. Remedies. Upon any Default, subject to applicable law which is not effectively hereby waived:

(a)	Wells Fargo may by notice in writing declare Obligor to be in Default and exercise all rights of a secured creditor available under applicable law;
(b)	Obligor shall, if Wells Fargo requests, immediately deliver the Equipment to the place in Canada specified by Wells Fargo at Obligor’s expense;
(c)	Wells Fargo may take possession of or disable the Equipment without demand, notice or resort to legal process and may enter on the premises of Obligor or any other person for such purpose;
(d)	Wells Fargo may repair and restore the Equipment to its original condition (ordinary wear and tear only excepted) at Obligor’s expense;
(e)	Wells Fargo may sell, lease or otherwise dispose of the Equipment by private or public transaction for such consideration, payable immediately or on a deferred basis, with or without notice to Obligor, and on such terms and conditions as Wells Fargo in its sole
(f)	Wells Fargo may, as specified in the appointment, appoint or retain a receiver or receiver-manager as Obligor’s agent (Obligor hereby agreeing to indemnify and save any such receiver or receiver-manager harmless) or any other person as Wells Fargo’s agent to exercise Wells Fargo’s rights and remedies;
(g)	Wells Fargo may elect to retain the Equipment in satisfaction of all or part of the Obligations, provided that if the Equipment is retained in respect of less than all of the Obligations, Wells Fargo shall advise Obligor of the part of the Obligations discharged by the retention of the Equipment and Wells Fargo may thereafter continue to enforce its other rights and remedies; and
(h)	if Wells Fargo requests by notice in writing, Obligor shall immediately pay Wells Fargo, as liquidated damages (and not as a penalty), the aggregate (the “Termination Amount”) of:

i.	all amounts then due and unpaid under the Note and this Security Agreement, including Installment Payments and interest;
ii.	plus the present value (calculated using a discount rate of three percent (3%) per annum, compounded monthly) of the remaining Installment Payments and all other amounts which are scheduled to be paid under the Note and under this Security Agreement;
iii.	plus all other amounts then owing by Obligor under the Note and under this Security Agreement;
iv.	plus all costs and expenses due to or arising from a Default (including costs due to collection, legal fees, repossession, Equipment repair, rights enforcement, Equipment disposition and other realization costs);
v.	plus interest thereon at the Default Rate;
vi.	less the proceeds (if any) actually received by Wells Fargo, after deducting all costs incurred, due to the sale or other disposition of the Equipment.

	If the Termination Amount includes any Taxes, such amount shall be increased to ensure that the net amount retained by Wells Fargo after remitting all Taxes will be equal to the Termination Amount. Obligor remains liable for any deficiency remaining after Wells Fargo receives any proceeds available from the disposition (or attempted disposition) of the Equipment or from any insurance policy. All rights and remedies, under this Security Agreement and at law and equity, are cumulative and not alternative or exclusive and shall not be extinguished by or merged into any legal proceeding or judgment or by any seizure or disposition of Equipment. To the extent permitted by law, OBLIGOR WAIVES THE BENEFIT OF ALL LAWS WHICH WOULD LIMIT WELLS FARGO’S RIGHTS HEREUNDER, including Obligor’s rights under conditional sales, credit, personal property security and other similar statutes such as The Limitation of Civil Rights Act (Saskatchewan), as amended. All proceeds of sale shall be applied by Wells Fargo in reduction of the Obligations in the order Wells Fargo, in its sole discretion, determines is appropriate. Wells Fargo shall have no liability due to any failure to seize, realize, dispose of or otherwise deal with the Equipment or any other collateral or enforce any of its other rights against Obligor or any other person or for any negligence on its part or the part of its agents in so doing; nor shall Wells Fargo be bound to institute proceedings against any person for such purposes or for the purpose of preserving its rights in respect of the Equipment. If Wells Fargo or its agents take possession of the Equipment they shall have no liability as a mortgagee in possession and shall not be accountable for anything other than actual receipts.
11.	General. Obligor has read and understood this Security Agreement. Wells Fargo may assign any or all of its rights or benefits under this Security Agreement or the Note without notice to or the consent of Obligor and any assignee shall acquire such rights and benefits free of all equities and rights of set-off, counterclaim, defense, recoupment, abatement or compensation existing between Obligor and the assignor. If Wells Fargo makes a partial assignment of this Security Agreement and/or the Note or is acting as agent, Wells Fargo and its principal or partial assignee shall jointly and, as their interests may appear, severally have rights under this Security Agreement and/or the Note. Obligor confirms that no notice of assignment is required and waives signification of the act of assignment and delivery of a copy of the assignment. If more than one person signs this Security Agreement or the Note as Obligor, their liability shall be joint and several and, in the Province of Quebec, solidary, without benefit of division or discussion.Waiver. To the maximum extent permitted by law, Obligor waives its rights and all benefits under any existing or future statute which limits the rights and/or remedies of a secured party and, in particular, agrees that the Limitation of Civil Rights Act (Saskatchewan), or any provision thereof, shall not apply to this Security Agreement or the Note. Obligor acknowledges that the provisions of this Security Agreement and the Note are commercially reasonable.
12.	Administration. Subject to applicable law, Obligor confirms that it has authorized Wells Fargo (either directly or through representatives) to conduct a credit investigation of Obligor and its shareholders, including making inquires with its bank and other persons; Obligor authorizes and directs such persons to answer Vendor’s inquiries. Obligor shall provide Wells Fargo with annual financial statements within 150 days after the end of each financial year (which have been reviewed or audited by an independent qualified professional accountant) and such other financial information as Wells Fargo may reasonably request from time to time. Wells Fargo may provide information about this Security Agreement and the Note to any person. Obligor agrees to do all things required by Wells Fargo to give effect to, to complete registrations or filings or to better evidence this Security Agreement and the Note. Wells Fargo may charge Obligor such fees as it generally establishes from time to time for the administration of financing agreements. Obligor shall immediately notify Wells Fargo in writing of any change in Obligor’s name and of any change in Obligor Information. Any notice must be in writing and shall be given by delivery, first class prepaid mail or by facsimile to: (A) in the case of the Obligor, the address first noted above; and (B) in the case of Wells Fargo, the address noted above for payments; or, (C) in any such case, to such other address specified by notice. Deemed receipt of notices shall occur on the business day first following the date it is delivered or sent by facsimile transmission or, if sent by mail, provided there is no interruption in postal services, on the fifth business day after mailing. Obligor acknowledges receipt of a copy of this Security Agreement, confirms that Wells Fargo may make all security registrations or filings it deems necessary or desirable in connection with this Security Agreement and the Note and waives, to the extent permitted by law, its right to receive copies of financing statements, notices or filings made by Wells Fargo in connection with this Security Agreement and the Note.
13.	Personal Information: If an individual, Obligor (i) acknowledges receipt of a copy of the Wells Fargo Privacy Code; (ii) hereby confirms that he/she understands the reasons for the collection, use and disclosure of his/her personal information and (iii) consents to the collection, use and disclosure of his/her personal information as indicated in the Wells Fargo Privacy Code, as amended from time to time. Obligor further, specifically, acknowledge that Wells Fargo may assign this Security Agreement in whole or part from time to time and that he/she expressly agrees and consents that any personal information collected may be disclosed to and used by any such proposed assignee or the bankers or funders of Wells Fargo. 13 a) If a corporation or other legal entity, Obligor specifically acknowledges that Wells Fargo may assign this Security Agreement in whole or part from time to time and that it expressly agrees and consents that any information collected may be disclosed to and used by any such proposed assignee or the bankers or funders of Wells Fargo.
14.	Definitions. Terms not otherwise defined in this Security Agreement which are defined in the Personal Property Security Act (Ontario), as amended from time to time, (the “PPSA”) have the meaning ascribed thereto in the PPSA unless the context otherwise requires. Terms defined in the Note which are not otherwise defined in this Security Agreement have the meaning ascribed to such term in the Note. For the purpose of any Bills of Sale Act or other analogous legislation, the Obligor is, for the avoidance of doubt, a “mortgagor” as such term is used in such legislation. In this Security Agreement: “including” means “including without limitation”; “Wells Fargo” means Wells Fargo Financial Company and its principals, successors and assigns; “Equipment” means the chattels, equipment and other personal property described in Schedule “B” hereto, together with all parts and accessories, replacements, additions and accessions thereto, tangible or intangible, and including all proceeds therefrom, all of Obligor’s rights to use or possess information, documentation, software or other intangibles supplied in connection with such property and all of Obligor’s rights under service or maintenance agreements, guarantees and warranties relating to such property; “Encumbrance” means any claim, lien, charge, encumbrance, levy, security interest, mortgage, pledge, hypothecation, assignment, seizure, trust, attachment, execution, judicial process, ownership interest, license or leasehold interest, including any claim by a landlord or mortgagee that an asset has become a

	fixture, and “Encumber” has a similar meaning; “Loss” has the meaning ascribed thereto in Section 8 (h) of this Security Agreement; “Obligations” means Obligor’s obligation to pay all amounts owing by Obligor to Wells Fargo under the Note, this Security Agreement or any other agreement between Obligor and Wells Fargo and all of Obligor’s other obligations to Wells Fargo under the Note, this Security Agreement or any other agreement now or at any time hereafter between Obligor and Wells Fargo; “Taxes” includes all taxes, imposts, levies, fees, duties and charges now or hereafter imposed by any taxation authority on Obligor, the Equipment or the purchase, sale, ownership, delivery, possession, use, maintenance, operation or lease of the Equipment or on the Obligor or Wells Fargo in respect of any of the foregoing (including sales, excise, use, property, capital, business, transfer, goods and services and value added taxes and penalties and interest on Taxes), excluding taxes on Wells Fargo’s net income.
15.	Interpretation. This Security Agreement constitutes the entire agreement between Wells Fargo and Obligor with respect to its subject matter; for the avoidance of doubt, the Note is a separate obligation from this Security Agreement and does not affect the interpretation of, or limit the Obligor’s obligations under, this Security Agreement. Obligor shall have no right to voluntarily prepay any amounts referred to herein except as expressly permitted in the Note, it being understood that the foregoing shall not relieve Obligor from its obligation to pay the amounts due hereunder in full upon demand following a Default. Amendments to this Security Agreement must be in writing, reference this Security Agreement and be signed by Obligor and Wells Fargo. Obligor acknowledges that any equipment vendor, any brokers or any other intermediaries involved in arranging this Security Agreement are independent contractors and are not agents of Wells Fargo or authorized to enter into agreements, amendments or waivers on Wells Fargo’s behalf. This Security Agreement shall be interpreted according to the laws of, and the parties submit to the non-exclusive jurisdiction of the courts of, the Province of Ontario. The singular shall include the plural and vice versa and words importing one gender shall include all genders. Time is of the essence. Headings and sections are only for convenience and do not affect interpretation. This Security Agreement shall enure to and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, permitted assigns and legal representatives. Any provision of this Security Agreement not permitted by applicable law shall be ineffective and severed herefrom without invalidating the remaining provisions of this Security Agreement. Failure by Wells Fargo to exercise any right will not waive such right. Waiver of a Default is not a waiver of any other Default. All waivers must be in writing and signed by an authorized representative of the waiving party. All unperformed obligations of Obligor which, by their nature, are not released by the discharge of this Security Agreement (including those under sections 5 and 10) and the rights of Wells Fargo hereunder shall survive the discharge of this Security Agreement.
16.	English. The parties have expressly required that this Security Agreement, the Note and all documents and notices relating hereto be drafted in English. Les parties aux présentes ont expressément exigé que la présente convention et tous les documents et avis qui y sont afférents soient rédigés en anglais

Startek Canada Services, Ltd.	Date:	November_17___, 2006
Obligor Name (full legal name, including French version, if any)		(signing date)

The undersigned affirms that he/she/they is/are duly authorized to enter into this Security Agreement on behalf of Obligor. (Obligor must determine the required number of corporate signatories and whether corporate seal is required. Witnesses are mandatory for individuals.)

By: /s/ Steve Butler (seal) By: (seal)

Name/Title:	Steve Butler, CEO	Name/Title:
Witnessed By:	/s/ Rodd Granger	Witnessed By:
Witness Name:	Rodd Granger	Witness Name:

Address:	44 Cook St	Address:
	Denver, CO 80206

SCHEDULE “A”

This Schedule “A” is attached to and forms part of the Security Agreement dated the ____17th___ day of November, 2006 between Startek Canada Services, Ltd. (the “Obligor”) and Wells Fargo Equipment Finance Company.

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned (the “Obligor”), jointly and severally, promises to pay, as hereinafter provided, to or to the order of Wells Fargo Equipment Finance Company (“Wells Fargo”), at Wells Fargo’s office at 2550 Victoria Park Avenue, Toronto, Ontario, Suite 700 (or as Wells Fargo may otherwise direct) the principal amount of Nine Million, Six Hundred and Twenty Three Thousand, Eight Hundred and Eleven Dollars and 45 Cents ($9,623,811.45) (the “Principal”), together with interest thereon, payable in 48 consecutive monthly installments on the same day of each calendar month in the amounts set forth below. (The scheduled installments set forth below have been calculated and are due and payable monthly in arrears as herein provided from the date hereof until payment has been made of all outstanding Principal and accrued interest hereunder. Interest shall accrue after as well as before maturity and both before and after default and/or judgment. Interest shall accrue on any overdue payments (including overdue interest) at the rate of eighteen percent (18%) per annum, calculated daily and compounded monthly (the “Default Rate”).

The Principal and interest thereon shall be due and payable by the undersigned in blended installments as set forth below. Such installment payments are to be applied first to accrued and unpaid interest and then to unpaid Principal.

No. of Monthly	Monthly Installment		No. of Monthly	Monthly Installment
Payments	Payment $	Commencing (M/D/Y/)	Payments	Payment $	Commencing (M/D/Y)
48	$225,002.06	12/20/06

Obligor’s payment obligations under this Note are free of all rights of set-off, defense, recoupment, counterclaim, compensation or abatement. Such payment obligations are absolute and unconditional. All amounts are in Canadian dollars unless otherwise stated. Acceptance of any partial payment does not, in itself, waive Wells Fargo’s right to any other amount owing, even if such partial payment is tendered as “payment in full”.

Obligor’s Bank Name, Address and Transit & Account No. (or attach void cheque)

Obligor’s Bank is hereby authorized and directed to: (A) debit Obligor’s above Bank Account, as described in the above information, for all Installment Payments and other Security Agreement payments purporting to be drawn on Obligor for payment to Wells Fargo and which are presented for payment by Wells Fargo or Wells Fargo’s agent; and (B) make all such payments to Wells Fargo or Wells Fargo’s agent from such Account. Such payments may be requested in the form of magnetic or computer-produced tape and such Bank is hereby authorized and directed to treat them as signed by Obligor. Obligor agrees that such Bank shall not be liable for any loss or damage incurred by Obligor due to such Bank honouring this authorization. If such Account is transferred to another branch, this authorization shall be directed to such other branch. This authorization may not be revoked without Wells Fargo’s consent. Wells Fargo is irrevocably authorized, as Obligor’s lawful attorney, to provide further evidence of this authorization to such Bank.

This note is secured by a Security Agreement dated the date hereof and given by Obligor in favour of Wells Fargo. The Security Agreement grants Security for this Note and sets forth the rights of Wells Fargo and any holder of this Note. Unless otherwise provided in this Note, all terms used in this Note shall, if defined in the Security Agreement, have the corresponding meaning when used herein; and the provisions of Sections 12, 13, 14, 15 and 16 of the Security Agreement shall apply to and are incorporated by reference into this Note, mutatis mutandis (including the term: “Note” in place of “Security Agreement”).

Notwithstanding the Security Agreement or any other agreement, this Note is an unconditional promise to pay the Principal and interest thereon as set forth herein and this Note is a negotiable instrument; Wells Fargo may separate and deal with this Note apart from the Security Agreement for all purposes, including legal proceedings and assignment.

All Installment Payments and interest accrued thereon shall forthwith become accelerated and immediately due and payable without notice or demand upon: (A) any failure to pay any Installment Payment or interest when due in accordance with the terms of this Note; or (B) any other Default occurring under the Security Agreement (as such term is defined therein). Such acceleration and Default may be cured by the payment by Obligor to Wells Fargo of the Termination Amount.

If Obligor is not in Default, it may, on any scheduled Installment Payment date, provided Obligor has irrevocably given Wells Fargo at least 30 days prior written notice of its election to prepay, prepay its payment obligations under this Note by paying Wells Fargo the sum (the “Prepayment Amount”) of: (A) all amounts then due and unpaid under the Security Agreement and this Note, including Installment Payments and interest; (B) the present value (calculated using as a discount rate the “Implicit Rate” as defined below, compounded monthly) of the remaining Installment Payments and all other amounts which are scheduled to be paid under the Security Agreement and under this Note; (C) the “Prepayment Premium” as defined below and (D) all other amounts due to Wells Fargo under the Security Agreement and this Note, including indemnity payments and interest on past due payments. Implicit Rate means 5.77%. Index Rate means 3.94%. Prepayment Premium means if the Index Rate is greater than the rate published 5 days prior to the proposed date of prepayment for the Government of Canada Bond having a term closest to the remaining term of this Note as of the date of prepayment (the Prepayment Calculation Rate”) then the Prepayment Premium shall be, the amount by which (x) the sum of all interest, calculated using the Index Rate, that would have accrued on the principal balance being prepaid from the date of prepayment to the date that the final payment would have been due and payable hereunder had no prepayment occurred, exceeds (y) the sum of all interest, calculated using the Prepayment Calculation Rate, that would have accrued on the principal balance being prepaid from the date of prepayment to the date that the final payment would have been due and payable hereunder had no prepayment occurred. Except as expressly permitted by this paragraph, Obligor has no right to prepay this Note. No partial prepayments are permitted.

The Obligor hereby waives demand, presentment for payment, dishonour, notice of non-payment, notice of dishonour, protest or noting of protest, bringing of suit and diligence in respect of any action, proceeding or enforcement concerning this Note. This Note shall be governed by the laws of the Province of Ontario.

Startek Canada Services, Ltd.	Date:	November 17___, 2006
Obligor Name (full legal name, including French version, if any)		(signing date)

The undersigned affirms that he/she/they is/are duly authorized to enter into this Security Agreement on behalf of Obligor. (Obligor must determine the required number of corporate signatories and whether corporate seal is required. Witnesses are mandatory for individuals.)

By: /s/ Steve Butler (seal) By: (seal)

Name/Title:	Steve Butler, CEO	Name/Title:
Witnessed By:	/s/ Rodd Granger	Witnessed By:
Witness Name:	Rodd Granger	Witness Name:

Address:	44 Cook St	Address:
	Denver, CO 80206

SCHEDULE “B”

This Schedule “B” is attached to and forms part of the Security Agreement dated the ____17___day of November, 2006 between Startek Canada Services, Ltd. (the “Obligor”) and Wells Fargo Equipment Finance Company.

DESCRIPTION OF EQUIPMENT

See Schedules B1 and B2

SCHEDULE “C”

This Schedule “C” is attached to and forms part of the Security Agreement dated the ____17___day of November, 2006 between Startek Canada Services, Ltd. (the “Obligor”) and Wells Fargo Equipment Finance Company.

DIRECTION
TO:	Wells Fargo Equipment Finance Company (“Wells Fargo”)
RE:	Direction to Pay $9,623,811.45 (the “Advance”)

to Startek Canada Services, Ltd. (“Vendor”) 9,623,811.45  (the “Advance”)

(“Vendor”)	(the “Advance”)
(“Vendor”)	(the “Advance”)
(“Vendor”)	(the “Advance”)
(“Vendor”)	(the “Advance”)

Wells Fargo is hereby irrevocably authorized and directed to pay the Advance to Vendor and this shall be Wells Fargo’s good and sufficient authority for doing so.

Startek Canada Services, Ltd.	Date:	November 17___2006
Obligor Name (full legal name, including French version, if any)		(signing date)

The undersigned affirms that he/she/they is/are duly authorized to enter into this Security Agreement on behalf of Obligor. (Obligor must determine the required number of corporate signatories and whether corporate seal is required. Witnesses are mandatory for individuals.)

By: /s/ Steve Butler (seal) By: (seal)

Name/Title:	Steve Butler, CEO	Name/Title:
Witnessed By:	/s/ Rodd Granger	Witnessed By:
Witness Name:	Rodd Granger	Witness Name:

Address:	44 Cook St, Suite 400	Address:
	Denver CO 80206

Schedule “B1”

This Schedule “B1” is attached to and forms part of the Security Agreement dated the _____ 17___of November, 2006 between Startek Canada Services, Ltd. and Wells Fargo Equipment Finance Company.

DESCRIPTION OF EQUIPMENT

Asset Location: 401 Spence Avenue, Hawkesbury, Ontario K6A 2Y3

Asset description	Quantity	Asset		Vendor
Site Project Management fees for build out	1		24927	Interior Architects
Cupido construction	1		24928	Cupido Construction Ltd.
RMDC Task chair w/ arms Dauphin seatwise	464		24929	Rocky Mountain Desk Corporation
RMDC Conference room seating Dauphin	56		24930	Rocky Mountain Desk Corporation
RMDC Dauphin Private office desk chair	6		24931	Rocky Mountain Desk Corporation
RMDC Training room chair	56		24932	Rocky Mountain Desk Corporation
RMDC Breakroom chair poly seat & back	56		24933	Rocky Mountain Desk Corporation
RMDC Dauphin Breakroom stools	6		24934	Rocky Mountain Desk Corporation
RMDC Dauphin Private office guest chair	6		24935	Rocky Mountain Desk Corporation
RMDC Dauphin basis chair	6		24936	Rocky Mountain Desk Corporation
RMDC workstations	406		24937	Rocky Mountain Desk Corporation
RMDC workstations Supervisor	20		24938	Rocky Mountain Desk Corporation
RMDC workstations LRP	1		24939	Rocky Mountain Desk Corporation
RMDC workstations OM/TQM	6		24940	Rocky Mountain Desk Corporation
RMDC workstations QA	15		24941	Rocky Mountain Desk Corporation
RMDC workstations CCD	1		24942	Rocky Mountain Desk Corporation
RMDC workstations IT 2 PERSON	1		24943	Rocky Mountain Desk Corporation
RMDC workstations PRIVATE office	5		24944	Rocky Mountain Desk Corporation
RMDC Reception desk for two	1		24945	Rocky Mountain Desk Corporation
RMDC Privacy room recliner chair	1		24946	Rocky Mountain Desk Corporation
RMDC Conference room tables	8		24947	Rocky Mountain Desk Corporation
RMDC Breakroom tables	14		24948	Rocky Mountain Desk Corporation
RMDC Huddleroom tables	4		24949	Rocky Mountain Desk Corporation
RMDC Training tables	46		24950	Rocky Mountain Desk Corporation
RMDC Training furniture	5		24951	Rocky Mountain Desk Corporation
RMDC Training accessories	2		24952	Rocky Mountain Desk Corporation
RMDC Lateral files	16		24953	Rocky Mountain Desk Corporation
RMDC Lateral files	16		25034	Rocky Mountain Desk Corporation
RMDC Training tables	1		25035	Rocky Mountain Desk Corporation
RMDC: Kit of parts	1		25036	Rocky Mountain Desk Corporation
RMDC: Design Services-project mgmt	1		25037	Rocky Mountain Desk Corporation
RMDC: Labor-freight-brokerage	1		25038	Rocky Mountain Desk Corporation
RMDC: Keyboards	7		25039	Rocky Mountain Desk Corporation
RMDC: Receptionist Seating	6		25040	Rocky Mountain Desk Corporation
RMDC: Receptionist Table	1		25041	Rocky Mountain Desk Corporation
RMDC: Lyon Steel Shelving for Storage	23		25042	Rocky Mountain Desk Corporation
RMDC: Lyon Steel Shelving for Storage	5		25043	Rocky Mountain Desk Corporation

Startek Canada Services, Ltd.

/s/ Steve Butler, CEO
Name/Title:

Page 1 of 4 to Schedule “B1”

Schedule “B1”

This Schedule “B1” is attached to and forms part of the Security Agreement dated the ____17___of November, 2006 between Startek Canada Services, Ltd. and Wells Fargo Equipment Finance Company.

DESCRIPTION OF EQUIPMENT

Asset Location: 401 Spence Avenue, Hawkesbury, Ontario K6A 2Y3

Asset description	Quantity	Asset		Vendor
Dell GX520 Desktops	527		20520	Dell Computer Corp.

Serials: CGPJC91, 5HPJC91, 6HPJC91, 7HPJC91, 8HPJC91, 9HPJC91, BHPJC91, CHPJC91, FHPJC91, JHPJC91, 3JPJC91, 5JPJC91, 7JPJC91, BHPJC91, CHPJC91, FHPJC91, JHPJC91, 3JPJC91, 5JPJC91, 7JPJC91, BJPJC91, FJPJC91, JJPJC91, 2KPJC91, 4NPJC91, 7NPJC91, 9NPJC91, CNPJC91, GNPJC91, JNPJC91, 3PPJC91, 6PPJC91, 8PPJC91, 1RPJC91, 3RPJC91, 5RPJC91, 6RPJC91, 9RPJC91, BRPJC91, CRPJC91, DRPJC91, FRPJC91, GRPJC91, HRPJC91, JRPJC91, 1SPJC91, 2SPJC91, 3SPJC91, 6SPJC91, 7SPJC91, 8SPJC91, 9SPJC91, BSPJC91, DSPJC91, FSPJC91, GSPJC91, HSPJC91, 1TPJC91, BJKMC91, JJKMC91, JJKMCC91, 2KKMC91, 3KKMC91, 4KKMC91, 5KKMC91, 8KKMC91, BKKMC91, CKKMC91, DKKMC91, HKKMC91, JKKMC91, 2LKMC91, 3LKMC91, 5LKMC91, 9LKMC91, 6KLMC91, BKLMC91, CKLMC91, FKLMC91, GKLMC91, 2LLMC91, 3LLMC91, 4LLMC91, 6LLMC91, BLLMC91, FLLMC91, 1MLMC91, 4MLMC91, 6MLMC91, 7MLMC91, BMLMC91, FMLMC91, 73MMC91, C3MMC91, F3MMC91, 94MMC91, C4MMC91, D4MMC91, H5MMC91, 16MMC91, 36MMC91, 56MMC91,J6MMC91, 37MMC91, 86MMC91, F6MMC91, J6MC91, 37MMC91, 67MMC91, 87MMC91, G7MMC91, FDMMC91, JDMMC91, 3FMMC91, 9FMMC91, FFMMC91, 5GMMC91, 9GMMC91, 6FMMC91, 9FMMC91, FFMMC91, 5GMMC91, 9GMMC91, JGMMC91, 3HMMC91, 7HMMC91, FHMMC91, 2JMMC91, 5JMMC91, BJMMC91, FJMMC91, HJMMC91, HZTMC91, BPWMC91, HPWMC91, 3QWMC91, BQWMC91, GQWMC91, 3RWMC91, 9RWMC91, GRWMC91, 4SWMC91, 9SWMC91, GSWMC91, 3TWMC91, 7TWMC91, BTWMC91, DTWMC91, GTWMC91, 2VWMC91, HXWMC91, JXWMC91, 2YWMC91, 4YWMC91, 7YWMC91, 9YWMC91, FYWMC91, GYWMC91, 1ZWMC91, 5ZWMC91, 7ZWMC91, DZWMC91, HZWMC91, 30XMC91, 70XMC91, C0XMC91, J0XMC91, 61XMC91, 95XMC91, D5XMC91, H5XMC91, 26XMC91, 46XMC91, 76XMC91, C6XMC91, H6XMC91, 77XMC91, C7XMC91, J7XMC91, 48XMC91, 78XMC91, F9XMC91, J9XMC91, HJ5MC91, BL5MC91, FL5MC91, JL5MC91, 6M5MC91, BM5MC91, CM5MC91, GM5MC91, JM5MC91, 3N5MC91, 8P5MC91, DP5MC91, HP5MC91, 3Q5MC91, 4Q5MC91, 9Q5MC91, BQ5MC91, 1V5MC91, 6V5MC91, 8V5MC91, BV5MC91, FV5MC91, HV5MC91, 1W5MC91, 5W5MC91 7W5MC91, BW5MC91, DW5MC91, FW5MC91, HW5MC91, 1X5MC91, 2X5MC91, 3X5MC91, 4X5MC91, 5KPJC91, BKPJC91, DKPJC91, JKPJC91, 1LPJC91, 3LPJC91, 6LPJC91, 8LPJC91, CLPJC91, FLPJC91, HLPJC91, 1MPJC91, 6MPJC91, 8MPJC91, CMPJC91, HMPJC91, INPJC91, 4Z5MC91, 6Z5MC91, 8Z5MC91, 9Z5MC91, 2L6MC91, 3L6MC91, 5L6MC91, 6L6MC91, 8L6MC91, BL6MC91, CL6MC91, FL6MC91, GL6MC91, JL6MC91, 1M6MC91, 3M6MC91, 4M6MC91, 9M6MC91, CM6MC91, FM6MC91, GM6MC91, JM6MC91, BQ6MC91, CQ6MC91, DQ6MC91, FQ6MC91, GQ6MC91, HQ6MC91, JQ6MC91, 1R6MC91, 2R6MC91, 3R6MC91, 4R6MC91, 5R6MC91, 4Y6MC91, 6Y6MC91, 897MC91, C97MC91, F97MC91, H97MC91, 2B7MC91, 3B7MC91, 5B7MC91, 6B7MC91, BB7MC91, CB7MC91, FB7MC91, 548MC91, 648MC91, 848MC91, 948MC91, B48MC91, D48MC91, F48MC91, G48MC91, J48MC91, 258MC91, 358MC91, 458MC91, 658MC91, 758MC91, 858MC91, 958MC91, B58MC91, D58MC91, F58MC91, G58MC91, H58MC91, 168MC91, 268MC91, 368MC91, 468MC91, 668MC91, 768MC91, 868MC91, C68MC91, D68MC91, G68MC91, 178MC91, 278MC91, 678MC91, 878MC91, D78MC91, J78MC91, 488MC91, 888MC91, F88MC91, 398MC91, 698MC91, 998MC91, D98MC91, H98MC91, 2B8MC91, 4B8MC91, 7B8MC91, 9B8MC91, DB8MC91, HB8MC91, 2C8MC91, 4C8MC91, 6C8MC91, BC8MC91, FC8MC91, JC8MC91, 2D8MC91, 4D8MC91, 6D8MC91, 9D8MC91, CD8MC91, FD8MC91, JD8MC91, 2F8MC91, 5F8MC91, 8F8MC91, BF8MC91, FF8MC91, HF8MC91, 1G8MC91, 3G8MC91, 6G8MC91, BG8MC91, FG8MC91, HG8MC91, 3H8MC91, 5H8MC91, 8H8MC91, BH8MC91, GH8MC91, JH8MC91, 3J8MC91, 5J8MC91, 7J8MC91, BJ8MC91, FJ8MC91, 1K8MC91, 7K8MC91, BK8MC91, JK8MC91, 5L8MC91, 9L8MC91, FL8MC91, 1M8MC91, 5M8MC91, 7M8MC91, 8M8MC91, BM8MC91, DM8MC91, FM8MC91, GM8MC91, JM8MC91, 1N8MC91, 2N8MC91, 4N8MC91, 5N8MC91, 7N8MC91, 8N8MC91, 9N8MC91, CN8MC91, DN8MC91, FN8MC91, HN8MC91, JN8MC91,

Startek Canada Services, Ltd.

/s/ Steve Butler, CEO
Name/Title:

Page 2 of 4 to Schedule “B1”

Schedule “B1”

This Schedule “B1” is attached to and forms part of the Security Agreement dated the ____17___of November, 2006 between Startek Canada Services, Ltd. and Wells Fargo Equipment Finance Company.

DESCRIPTION OF EQUIPMENT

Asset Location: 401 Spence Avenue, Hawkesbury, Ontario K6A 2Y3

Asset description	Quantity	Asset		Vendor
Dell GX520 Desktops	527		20520	Continued...

1P8MC91, 3P8MC91, 4P8MC91, 5P8MC91, 7P8MC91, 8P8MC91, JY8MC91, 2Z8MC91, 4Z8MC91, D09MC91, HO9MC91, 119MC91, 319MC91, 419MC91, 619MC91, 81MC91, C19MC91, F19MC91, J19MC91, 229MC91, 529MC91, 729MC91, B29MC91, F29MC91, J29MC91, D59MC91, G59MC91, 469MC91, 369MC91, 669MC91, 869MC91, D69MC91, H69MC91, 179MC91, 579MC91, 879MC91, B79MC91, F79MC91, H79MC91, 189MC91, 389MC91, 589MC91, B5CNC91, G5CNC91, 26CNC91, 46CNC91, 76CNC91, B6CNC91, F6CNC91, 27CNC91, 57CNC91, 97CNC91, G7CNC91, 18CNC91, 38CNC91, 78CNC91, D8CNC91, H8CNC91, 29CNC91, H0ZNC91, 11ZNC91, 31ZNC91, 41ZNC91, 61ZNC91, 81ZNC91, B1ZNC91, C1ZNC91, F1ZNC91, J1ZNC91, 22ZNC91, 52ZNC91, 72ZNC91, D2ZNC91, 23ZNC91, 53ZNC91, 83ZNC91, F3ZNC91, 14ZNC91, 34ZNC91, 74ZNC91, B4ZNC91, D4ZNC91, G4ZNC91, 15ZNC91, 45ZNC91, 75ZNC91, F5ZNC91, J5ZNC91, 26ZNC91, 46ZNC91, 66ZNC91, 96ZNC91, C6ZNC91, 4DCNC91, 8DCNC91, GDCNC91, 2FCNC91, 7FCNC91, CFCNC91, FFCNC91, JFCNC91, 1GCNC91, 3GCNC91, 5GCNC91, 8GCNC91, DGCNC91, JGCNC91, 6HCNC91, 9HCNC91, DHCNC91, CJCNC91, 2KCNC91, 4KCNC91, 6KCNC91, 7KCNC91, 8KCNC91, BKCNC91, DKCNC91, HKCNC91, 1LCCNC91, 4LCNC91, 6LCNC91, BLCNC91, DLCNC91, JLCNC91, 3MCNC91, 6MCNC91, 8MCNC91, BMCNC91, CMCNC91, FMCNC91, HMCNC91, JMCNC91, 4NCNC91, 6NCNC91, 8NCNC91, 9NCNC91, BNCNC91, CNCNC91, GNCNC91, HNCNC91, 2PCNCN91, 4PCNC91, 6PCNC91.

Dell 1850 Server Purch — Dell Canada 6 25021 Dell Computer Corp.

Serials: 6TZCJ91, GTZCJ91, JTZCJ91, 1VZCJ91, 2VZCJ91

Purch. Dell Rack — Dell Canada 1 25022 Dell Computer Corp.

Serial: CWGMJ91

Purch Dell KVM Unit — Dell Canada 1 25023 Dell Computer Corp.

Serial: B34KR81

Purch Dell Rack Console — Dell Canada	1	25024	Dell Computer Corp.
Binaural Headsets	500	25025	Canadian Communication Products Inc.
Monaural Headsets	500	25026	Canadian Communication Products Inc.
Smart Cords	500	25027	Canadian Communication Products Inc.
ADI Terminal, 2000-BC Ethernet	86	25028	ADI Time
ADI Time 600 MS-SQL	1	25029	ADI Time
ADI Time Web Entry Seats	75	25030	ADI Time
ADI payroll interface	1	25031	ADI Time
ADI Professional Services	1	25032	ADI Time
Dell 1100MP projectors	4	25033	Dell Computer Corp.
Router, Cisco 3825 2GE,1SFP	2	25051	Bell Canada

Serials: 99GMY51, B9GMY51, D9GMY51, G9GMY51

Memory, Cisco 3825 64 to 128MB	2	25052	Bell Canada
Port, 2 port Ethernet & 2 Wan Module	2	25053	Bell Canada
Router IOS, Cisco 3825 Advanced	2	25054	Bell Canada
WAN Interface card, T1	14	25055	Bell Canada
Switches, Cisco C2950 48p 10/100	17	25056	Bell Canada

Startek Canada Services, Ltd.

/s/ Steve Butler, CEO
Name/Title:

Page 3 of 4 to Schedule “B1”

Schedule “B1”

This Schedule “B1” is attached to and forms part of the Security Agreement dated the ____17___of November, 2006 between Startek Canada Services, Ltd. and Wells Fargo Equipment Finance Company.

DESCRIPTION OF EQUIPMENT

Asset Location: 401 Spence Avenue, Hawkesbury, Ontario K6A 2Y3

Asset description	Quantity	Asset		Vendor
Chassis, Cisco Catalyst 4500 3-slot	2		25057	Bell Canada
Power Supply, Cisco Catalyst 4500	4		25058	Bell Canada
IOS, Cisco Catalyst 4500, ENH SW L3	2		25059	Bell Canada
GBIX, 1000Base-SX short wave	4		25060	Bell Canada
Blades, 48 port, Catalyst 4500	2		25061	Bell Canada
Catalyst 4000 Supervisor IV	2		25062	Bell Canada
Wideband: Security System	1		25065	Wideband Communications
IEX license	1		25066	IEX
HP laserjet 2420dn	3		25067	ASAP Software

Serials: CNGKJ38831, CNGKJ37402, CNGKJ38913

IBM T43 laptop 3 25068 ASAP Software

Serials: 1S2687D3UL3AV637, 1S2687D3UL3AV631, 1S2687D3UL3AV173

Headsets for PC training	150	25069	ASAP Software
Contract labor to unload unpack move and set up PC	1	25070	Prescott-Russell Inc.
Purch of Rack and Server — Dell Canada	1	25071	Dell Computer Corp.

Serial: DLK7Q91

Qwiz 41254 02/20/06 Fee-Consulting CRD-2006-01	1	25072	Qwiz, Inc.
Aspect software to DM	3	25073	Aspect Communications
Hawkesbury building cabling Bell	1	25074	Bell Canada
Avaya Hardware Bell Can	3143	25075	Bell Canada
Avaya Software	1939	25076	Bell Canada
RMDC: Reception Seating	6	25079	Rocky Mountain Desk Corporation
Ext Mics	4	25080	Canadian Communication Products Inc.
Music On Hold	2	25081	Communitech
Speaker Phone Can comm	4	25101	Canadian Communication Products Inc.
BENDSEN SIGNS & GRAPHICS—FURNISH & INSTALL	1	25109	Bendsen Signs & Graphics
Additional Electrical work in main IT room	542	25121	Laurier Electric
NEW WORK FORCE MGMT	20	25132	Bell Canada
SOFTWARE LICENCE	1	25133	Bell Canada
Tech avaya april 4, 5, & 6	1	25134	Bell Canada
Conduit install Aecon Utilities	1	25135	Aecon Utilities Inc.
WFM Aadapter Standard Non-Aspect	3	25136	Aspect Communications
Quality Monitoring Equipment	617	25148	Bell Canada
Quality Monitoring Equipment	618	25150	Bell Canada
Implementation; eWFM adaptor	1	25180	Aspect Communications
Terminal, Ethernet 2000-BC	1	25205	ADI Time
Terminal, Ethernet 2000-BC	1	25206	ADI Time
Terminal, Ethernet 2000-BC	1	25207	ADI Time
Implementation; DataMart contributor frm Avaya swi	1	25232	Aspect Communications
Cupido construction-Additional invoices	1	25264	Cupido Construction Ltd.
Wideband: Security System-Additional costs	8	25266	Wideband Communications
Receiver for 1046-5; Hawkesbury, Cabling	1	9000194	Bell Canada

Startek Canada Services, Ltd.

/s/ Steve Butler, CEO
Name/Title:

Page 4 of 4 to Schedule “B1”

Schedule “B2”

This Schedule “B2” is attached to and forms part of the Security Agreement dated the ____17___of November, 2006 between Startek Canada Services, Ltd. and Wells Fargo Equipment Finance Company.

DESCRIPTION OF EQUIPMENT

Asset Location: 125 Syndicate Street, Thunder Bay, Ontario

Asset description	Quantity	Asset		Vendor
Design & Engineering Fees for Buildout	1		24955	Interior Architects
Buildout Costs	1		24956	Cupido Construction Ltd.
Signage, 6 ft by 12 ft, exterior.	1		24957	Bendsen Sign & Graphics, Inc.
Bike rack, 12 bike capacity	1		24958	Nova-Pro Industrial Supply Ltd.
Chair, Ergonomic Task w/arms, olive	424		24959	Rocky Mountain Desk Corporation
Chair, Conference/Huddle Room, Resolve/Char	55		24960	Rocky Mountain Desk Corporation
Chair, Private office desk, Revolve/Grade A Annatt	6		24961	Rocky Mountain Desk Corporation
Chair, Training Room, Revolve/Annatto	56		24962	Rocky Mountain Desk Corporation
Chair, Breakroom, Black	60		24963	Rocky Mountain Desk Corporation
Chair, Breakroom Stools-Bar height, Black	6		24964	Rocky Mountain Desk Corporation
Chair, Private Office Guest, revolve ammatto	12		24965	Rocky Mountain Desk Corporation
Chair, Ergonomic Substantial 350, olive	6		24966	Rocky Mountain Desk Corporation
Application area keyboard freight & install	7		24967	Rocky Mountain Desk Corporation
Chair, Softcare Innovations Recliner, medical room	1		24968	Rocky Mountain Desk Corporation
Table, reception area, glass top/chrome legs	1		24969	Rocky Mountain Desk Corporation
Chair, reception seating, Cartwright Grable armles	34		24970	Rocky Mountain Desk Corporation
Shelving, training area	1		24971	Rocky Mountain Desk Corporation
Shelving, Janitorial	1		24972	Rocky Mountain Desk Corporation
Workstations, agent, Type A	377		24973	Rocky Mountain Desk Corporation
Workstations, supervisor, Type B	21		24974	Rocky Mountain Desk Corporation
Workstations, LRP, Type C	1		24975	Rocky Mountain Desk Corporation
Workstations, Manager, Type D	5		24976	Rocky Mountain Desk Corporation
Workstations, QA, Type E	7		24977	Rocky Mountain Desk Corporation
Workstations, IT, Type G	1		24978	Rocky Mountain Desk Corporation
Furniture,Private office	6		24979	Rocky Mountain Desk Corporation
Desk, reception station for 2 people	4		24980	Rocky Mountain Desk Corporation
Training room accessories-whitebds, lecterns, etc	2		24981	Rocky Mountain Desk Corporation
Tables, UpStart conference, rectangular	8		24982	Rocky Mountain Desk Corporation
Tables, UpStart breakroom, round	15		24983	Rocky Mountain Desk Corporation
Tables, UpStart huddle room, round	4		24984	Rocky Mountain Desk Corporation
Tables, UpStart training room, rectangular	46		24985	Rocky Mountain Desk Corporation
Tables, UpStart LRP, rectangular	1		24986	Rocky Mountain Desk Corporation

Startek Canada Services, Ltd.

/s/ Steve Butler, CEO
Name/Title:

Page 1 of 5 to Schedule “B2”

Schedule “B2”

This Schedule “B2” is attached to and forms part of the Security Agreement dated the ____17___of November, 2006 between Startek Canada Services, Ltd. and Wells Fargo Equipment Finance Company.

DESCRIPTION OF EQUIPMENT

Asset Location: 125 Syndicate Street, Thunder Bay, Ontario

Asset description	Quantity	Asset		Vendor
Files, lateral 4H	8		24987	Rocky Mountain Desk Corporation
Files, lateral 4H	4		24988	Rocky Mountain Desk Corporation
Design fees for furniture layout	1		24989	Rocky Mountain Desk Corporation
Labor to receive & install call center furniture	1		24990	Rocky Mountain Desk Corporation
Laptop, IBM Thinkpad R60P Express T2500	1		24991	ASAP Software

Serial: 1S2623DDUL3A0531

Laptop, IBM Thinkpad R60P Express T2500 1 24992 ASAP Software

Serial: 1S263DDUL3A0566

IEX License	1	24993	IEX
Headsets, Monaural, 2020-NC	500	24994	Canadian Communication Products Inc.
Headsets, Biaural, 2025-NC	500	24995	Canadian Communication Products Inc.
Router, Cisco 3825 2GE,1SFP	2	24996	Bell Canada
Memory, Cisco 3825 64 to 128MB	2	24997	Bell Canada
Port, 2 port Ethernet & 2 Wan Module	4	24998	Bell Canada
Router IOS, Cisco 3825 Advanced	2	24999	Bell Canada
WAN Interface card, T1	14	25000	Bell Canada
Switches, Cisco C2950 48p 10/100	17	25001	Bell Canada
Chassis, Cisco Catalyst 4500 3-slot	2	25002	Bell Canada
Power Supply, Cisco Catalyst 4500	4	25003	Bell Canada
IOS, Cisco Catalyst 4500, ENH SW L3	2	25004	Bell Canada
GBIX, 1000Base-SX short wave	4	25005	Bell Canada
Catalyst 4000 Supervisor IV	2	25006	Bell Canada
Blades, 48 port, Catalyst 4500	2	25007	Bell Canada
Project Management fees, Mark Cohen	1	25008	Organic People, Inc.
ADI Terminal, 2000-BC Ethernet	86	25009	ADI Time
ADI Time 600 MS-SQL	1	25010	ADI Time
ADI Time Web Entry Seats	75	25011	ADI Time
ADI payroll interface	1	25012	ADI Time
ADI Professional Services	2	25013	ADI Time
Rack console, 5Q 15FP	1	25014	Dell ComputerCorp.
Rack, PowerEdge 4210	1	25015	Dell ComputerCorp.

Serial: 2RGMJ91

KVM Unit 1 25016 Dell ComputerCorp.

Serial: 5Z3KR81

Startek Canada Services, Ltd.

/s/ Steve Butler, CEO
Name/Title:

Page 2 of 5 to Schedule “B2”

Schedule “B2”

This Schedule “B2” is attached to and forms part of the Security Agreement dated the ____17___of November, 2006 between Startek Canada Services, Ltd. and Wells Fargo Equipment Finance Company.

DESCRIPTION OF EQUIPMENT

Asset Location: 125 Syndicate Street, Thunder Bay, Ontario P7C 5K4

Asset description	Quantity	Asset		Vendor
Server, Dell PowerEdge 1850	6		25017	Dell ComputerCorp.

Serials: BG5DJ91, DG5DJ91, HG5DJ91, 1H5DJ91, 2H5DJ91, 3H5DJ91

Projectors, Dell 1100MP DLP 4 25018 Dell ComputerCorp.

Serials: 2C5MY51, 2D5MY51, 3M4MY51, DC5MY51

Desktop, Dell Optiplex GX520, P4 521/2.8GHz 527 25019 Dell ComputerCorp.

Serials: 1Q81D91, 4Q81D91, 5Q81D91, 9Q81D91, DQ81D91, JQ81D91, 4R81D91. 7R81D91, DR81D91, GR81D91, 3S81D91, 5S81D91, 9S81D91, FS81D91, JS81D91, 4T81D91, 7T81D91, 10J1D91, 50J1D91, 70J1D91, B0J1D91, D0J1D91, J0J1D91, 41J1D91, 81J1D91, D1J1D91, H1J1D91, 22J1D91, 72J1D91, B2J1D91, J2J1D91, 13J1D91, 33J1D91, 73J1D91, FT81D91, 2V81D91, 3V81D91, 6V81D91, 9V81D91, BV81D91, GV81D91, HV81D91, 3W81D91, 6W81D91, CW81D91, HW81D91, 4X81D91, 8X81D91, 9X81D91, DX81D91, 2Y81D91, B7Z1D91, C7Z1D91, F7Z1D91, H7Z1D91, J7Z1D91, 28Z1D91, 48Z1D91, 58Z1D91, 3HZ1D91, 5HZ1D91, 6HZ1D91, 7HZ1D91, CHZ1D91, DHZ1D91, FHZ1D91, JHZ1D91, 1JZ1D9145N2D91, 75N2D91, B5N2D91 F5N2D91, H5N2D91, 26N2D91, 56N2D91, 66N2D91, B6N2D91, D6N2D91, H6N2D91, 37N2D91, 67N2D91, B7N2D91, F7N2D91, 28N2D91, 78N2D91, 1ZJ4D91, 4ZJ4D91, 9ZJ4D91, FZJ4D91, 40K4D91, 50K4D91, 80K4D91, B0K4D91, C0K4D91, H0K4D91, 11K4D91, 41K4D91, 71K4D91, 91K4D91, B1K4D91, F1K4D91, G1K4D91, 3NS4D91, 4NS4D91, 6NS4D91, 8NS4D91, BNS4D91, FNS4D91, HNS4D91, 1PS4D91, 3PS4D91, 5PS4D91, 7PS4D91, 8PS4D91, BPS4D91, DPS4D91, GPS4D91, 1QS4D91, 3QS4D91, CSDZC91, DSDZC91, FSDZC91, GSDZC91, HSDZC91, JSDZC91, 1TDZC91, 3TDZC91, 4TDZC91, 6TDZC91, 8TDZC91, 9TDZC91, BTDZC91, CTDZC91, DTDZC91, FTDZC91, HTDZC91, JTDZC91, 2VDZC91, 3VDZC91, 4VDZC91, 6VDZC91, 7VDZC91, 9VDZC91, DVDZC91, FVDZC91, HVDZC91, 1WDZC91, 3WDZC91, 4WDZC91, 7WDZC91, 9WDZC91, FWDZC91, HWDZC91, B1FZC91, 4NLZC91, 6NLZC91, BNLZC91, CNLZC91, DNLZC91, GNLZC91, HNLZC91, JNLZC91, 2PLZC91, 3PLZC91, 4PLZC91, 5PLZC91, 6PLZC91, 8PLZC91, BPLZC91, FPLZC91, 93J1D91, F3J1D91, J3J1D91, 34J1D91, 64J1D91, B4J1D91, D4J1D91, J4J1D91, 25J1D91, 35J1D91, 75J1D91, B5J1D91, D5J1D91, G5J1D91, 16J1D91, 46J1D91, 66J1D91, 96J1D91, G6J1D91, H6J1D91, 37J1D91, 28J1D91, 58J1D91, 78J1D91, B8J1D91, D8J1D91, G8J1D91, H8J1D91, 49J1D91, 69J1D91, 99J1D91, C9J1D91, F9J1D91, G9J1D91, 92N2D91, B2N2D91, 43N2D91, 83N2D91, D3N2D91, H3N2D91, 14N2D91, 34N2D91, 44N2D91, 64N2D91, 74N2D91, B4N2D91, C4N2D91, F4N2D91, G4N2D91, J4N2D91, 15N2D91, 2JZ1D91, 6JZ1D91, 9JZ1D91, DJZ1D91, FJZ1D91, JJZ1D91, B202D91, D202D91, J202D91, 4302D91, 7302D91, D302D91, J302D91, 4402D91, J402D91, 5502D91, H502D91, F8MYC91, J8MYC91, 19MYC91, 39MYC91, 59MYC91, 89MYC91, B9MYC91, D9MYC91, F9MYC91, G9MYC91, H9MYC91, 1BMYC91, 3BMYC91, 5BMYC91, 8BMYC91, 9BMYC91, BBMYC91, CBMYC91, DBMYC91, GBMYC91, HBMYC91, 1CMYC91, 3CMYC91, 6CMYC91, 8CMYC91, DCMYC91, FCMYC91, HCMYC91, JCMYC91, 3DMYC91, 5DMYC91, 8DMYC91, 9DMYC91, DDMYC91, GDMYC91, HDMYC91, 2FMYC91, 3FMYC91, 6FMYC91, 8FMYC91, CFMYC91, FFMYC91, HFMYC91, 2GMYC91, 4GMYC91, 7GMYC91, DGMYC91, 3HMYC91, 4HMYC91, 8HMYC91, BHMYC91, GHMYC91,

Startek Canada Services, Ltd.

/s/ Steve Butler, CEO
Name/Title:

Page 3 of 5 to Schedule “B2”

Schedule “B2”

This Schedule “B2” is attached to and forms part of the Security Agreement dated the ____17___of November, 2006 between Startek Canada Services, Ltd. and Wells Fargo Equipment Finance Company.

DESCRIPTION OF EQUIPMENT

Asset Location: 125 Syndicate Street, Thunder Bay, Ontario P7C 5K4

Asset description	Quantity	Asset		Vendor
Desktop, Dell Optiplex GX520, P4 521/2.8GHz	527		25019	Continued...

3JMYC91, 4JMYC91, 6JMYC91, 8JMYC91, CJMYC91, HJMYC91, 3KMYC91, 4KMYC91, 5KMYC91, 9KMYC91, 1LMYC91, 2LMYC91, 4LMYC91, 6LMYC91, 9LMYC91, 3MMYC91, 6602D91, 9602D91, F602D91, JM32D91, 4N32D91, 6N32D91, 8N32D91, DN32D91, JN32D91, 2P32D91, 7P32D91, BP32D91, DP32D91, FP32D91, 1Q32D91, 6Q32D91, 2R32D91, 5MMYC91, 8MMYC91, CMMYC91, FMMYC91, JMMYC91, 1NMYC91, 4NMYC91, 5NMYC91, 9NMYC91, CNMYC91, DNMYC91, GNMYC91, 1PMYC91, 2PMYC91, 4PMYC91, 5PMYC91, 8PMYC91, 9PMYC91, BPMYC91, DPMYC91, FPMYC91, GPMYC91, JPMYC91, 1QMYC91, 3QMYC91, 5QMYC91, 6QMYC91, 8QMYC91, 9QMYC91, CQMYC91, DQMYC91, GQMYC91, HQMYC91, JQMYC91, 2RMYC91, 6RMYC91, 7RMYC91, 8RMYC91, BRMYC91, DRMYC91, FRMYC91, HRMYC91, JRMYC91, 3SMYC91, 7SMYC91, BSMYC91, CSMYC91, DSMYC91, FSMYC91, HSMYC91, JSMYC91, 2TMYC91, 5TMYC91, 7TMYC91, 9TMYC91, BTMYC91, DTMYC91, GTMYC91, JTMYC91, 2VMYC91, 5VMYC91, 7VMYC91, 9VMYC91, BVMYC91, DVMYC91, FVMYC91, HVMYC91, JVMYC91, 3WMYC91, 7WMYC91, 9WMYC91, DWMYC91, FWMYC91, HWMYC91, 1XMYC91, 2XMYC91, 4XMYC91, 8XMYC91, 9XMYC91, CXMYC91, GXMYC91, HXMYC91, 2YMYC91, 4YMYC91, 6YMYC91, 7YMYC91, 9YMYC91, CYMYC91, HYMYC91, JYMYC91, 2ZMYC91, 8ZMYC91, CZMYC91, FZMYC91, JZMYC91, 30NYC91, 50NYC91, 70NYC91, B0NYC91, F0NYC91, G0NYC91, J0NYC91, 84NYC91, 6RYYC91, BRYYC91, DRYYC91, 1SYYC91, 3SYYC91, 5SYYC91, 8SYYC91, BSYYC91, DSYYC91, JSYYC91, 4TYYC91, 6TYYC91, 9TYYC91, CTYYC91, GTYYC91, JTYYC91, 8V92D91, 9V92D91, BV92D91, CV92D91, DV92D91, FV92D91, GV92D91, HV92D91, JV92D91, 1W92D91, 2W92D91, 4W92D91, 6W92D91, 7W92D91, 8W92D91, 9W92D91, BW92D91, 8QB1D91, BQB1D91, DQB1D91, FQB1D91, GQB1D91, HQB1D91, 3RB1D91, 4RB1D91, 6RB1D91, 8RB1D91, CRB1D91, HRB1D91, JRB1D91, 5SB1D91, 7SB1D91, 9SB1D91, BSB1D91, GSB1D91, HSB1D91, 1TB1D91, 3TB1D91, 6TB1D91, 7TB1D91, 8TB1D91, BTB1D91, FTB1D91, GTB1D91, 1VB1D91, 2VB1D91, 4VB1D91, 6VB1D91, 8VB1D91, CVB1D91, DVB1D91, HVB1D91, 2WB1D91, 5WB1D91, 8WB1D91, BWB1D91, DWB1D91, FWB1D91, HWB1D91, JWB1D91, 1XB1D91, 3XB1D91, 4XB1D91, 6XB1D91, 7XB1D91, 9XB1D91, BXB1D91, DXB1D91, FXB1D91, JXB1D91, 2YB1D91, 6YB1D91, 7YB1D91, BYB1D91, DYB1D91, HYB1D91, 4ZB1D91, 8ZB1D91, BZB1D91, DZB1D91, JZB1D91, 30B1D91, 50B1D91, 70B1D91, B0B1D91.

Headsets for PC training	150	25099	ASAP Software
Purch of Rack and Server — Dell Canada	4	25100	Dell ComputerCorp.

Serials: B2GNY51, G2NY51, 8QVZP91, 7YD9Q91

Speaker Phone Can comm	2	25102	Canadian Communication Products Inc.
Ext Mics	2	25103	Canadian Communication Products Inc.
Avaya Hardware Bell Can	3360	25104	Bell Canada
Avaya Software	2340	25105	Bell Canada
Hawkesbury building cabling Bel	1	25106	Bell Canada

Startek Canada Services, Ltd.

/s/ Steve Butler, CEO
Name/Title:

Page 4 of 5 to Schedule “B2”

Schedule “B2”

This Schedule “B2” is attached to and forms part of the Security Agreement dated the ____17___of November, 2006 between Startek Canada Services, Ltd. and Wells Fargo Equipment Finance Company.

DESCRIPTION OF EQUIPMENT

Asset Location: 125 Syndicate Street, Thunder Bay, Ontario P7C 5K4

Asset description	Quantity	Asset		Vendor
IBM T43 laptop, Port Replicators, APC Back-ups, Printers	12		25107	ASAP Software

Serials: 1S2687D3UL3AY826, 1S2687D3UL3AV186, 1S2687D3UL3AY818, 1S74P6733M1A2ZR6, 1S74P6733M1A31DN, 1S74P6733M1A31EN, SL3BHW30, SL3BHW34, SL3BHW36, SBB0542022893, SBB0542022940, SBB0542023159, SBB0542023175, SBB0542024174, MY5BM3W1P4

HP laserjet 2420dn 3 25108 ASAP Software

Serials: CNGKJ37023, CNGKJ38824, CNGKJ38834

Wideband: Security System	1	25110	Wideband Communications
Meter; electric meter, CT’s, PT’s & Installation	1	25111	Thunder Bay Hydro Electricity Distribution Inc.
Laptop Accessories; docking stations, pwr supplies	8	25112	ASAP Software

Serials: SM1A63MM, SM1A650F, SM1A650Q, SL3CYD18, SL3CYD95, SL3CYD20, SL3CYE13, SL3CYD38

Music On Hold	1	25113	Communitech
Aspect software to DM	2	25114	Aspect Communications
Extending phone switch	1	25115	Bell Canada
SOFTWARE LICENCE	1	25137	Bell Canada
Tech avaya april 4, 5, & 6	1	25138	Bell Canada
NEW WORK FORCE MGMT	20	25139	Bell Canada
WFM ADAPETER STAND	3	25140	Aspect Communications
Quality Monitoring Equipment	1	25147	Bell Canada
Quality Monitoring Equipment	1	25149	Bell Canada
Design & Engineering Fees for Buildout-Additional	1	25179	Interior Architects
Music on Hold for IP Remote Programming	1	25204	Communitech
Terminal, Ethernet 2000-BC	1	25208	ADI Time
Terminal, Ethernet 2000-BC	1	25209	ADI Time
Terminal, Ethernet 2000-BC	1	25210	ADI Time
Wideband: Security System, SU Keyswitch c/w LED	1	25269	Wideband Communications

Serial: 960L-MO-MAX28

Buildout Costs-Additional payments	1	25270	Cupido Construction Ltd.
Buildout Costs-Additional payments	1	25271	Cupido Construction Ltd.
Receiver for C1047-9; Thunder Bay Fac. Buildout	1	9000161	First general Services

Startek Canada Services, Ltd.

/s/ Steve Butler, CEO
Name/Title:

Page 5 of 5 to Schedule “B2”

EX-10.75

Exhibit 10.75

Guaranty Agreement

Name and address of Guarantor:
FID#

RECITALS

A. Pursuant to the terms of a security agreement and promissory note each dated and any other agreements related thereto (collectively, the “Agreements) which have been or will be entered Startek Canada Services, Ltd. (hereinafter the “Obligor”), with, or in favor of, Wells Fargo Equipment Finance Company (hereinafter, the “Obligee”), Obligor has incurred, will incur or may incur indebtedness and /or obligations to Obligee as more fully set forth in the Agreements.

B. Obligee has required, as a condition of entering into the Agreements, that the payment and performance of all indebtedness and obligations of Obligor to Obligee of every kind and description, direct or indirect, primary or secondary, absolute or contingent or due or to become due, whether by acceleration or otherwise, and any and all renewals, modifications, supplements, amendments and extensions of the foregoing, whether now or thereafter arising under or in connection with the Agreements, (all of such indebtedness and obligations being hereinafter referred to as the “Indebtedness”), be guaranteed by Guarantor.

TERMS AND CONDITIONS

1. Guaranty of Payment. In order to induce Obligee to enter into the Agreements and to advance the loans or pay for equipment in connection therewith and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by Guarantor, Guarantor hereby unconditionally guarantees to Obligee (a) the due and punctual payment of the Indebtedness, when and as the same shall become due and payable whether at maturity or by required prepayment, notice of optional prepayment, acceleration or otherwise and (b) the due and punctual performance of all other obligations arising under or relating to the Indebtedness. Such guaranty is an absolute, unconditional, continuing guaranty of payment and not of collectibility, and is in no way conditioned or contingent upon any attempt to collect from Obligor or from any other person, firm or corporation obligated with respect to, or any guarantor of, the Indebtedness or upon any other condition or contingency. In case Obligor shall fail to pay punctually any of the Indebtedness, or any premium or interest thereon, when and as the same shall become due and payable, Guarantor will upon demand immediately pay the same to Obligee.

2. Costs and Expenses. Guarantor will pay all costs and expenses incurred by or on behalf of Obligee (including, without limitation, reasonable attorneys’ fees and expenses) in enforcing the obligations of Guarantor hereunder, and the obligations of Obligor with respect to the Indebtedness.

3. Obligations of Guarantor Not Affected. The obligations of Guarantor shall remain in full force and effect without regard to and shall not be affected or impaired in any respect by: (a) any assignment, transfer, amendment, modification, rescission or cancellation of or addition or supplement to the Agreements or any other agreement or guaranty in respect of the Indebtedness or collateral held for the Indebtedness; (b) the invalidity, illegality or unenforceability of the Agreements or any other agreement or guaranty in respect of the Indebtedness or collateral held for the Indebtedness; (c) any exercise, non-exercise, waiver, release or cancellation by Obligee of any right, remedy, power or privilege under or in respect of the Agreements or any other agreement or guaranty in respect of the Indebtedness or collateral held for the Indebtedness, including, without limitation, the taking, release, discharge, exchange, surrender or disposition of collateral held for the Indebtedness; (d) any consent, extension, indulgence, or other action, inaction or omission under or in respect of the Agreements or any other agreement or guaranty in respect of the Indebtedness or collateral held for the Indebtedness; (e) the death of Guarantor; (f) any purported termination by Guarantor of this Guaranty Agreement not expressly permitted hereby; or (g) any other cause or circumstance whatsoever, including, without limitation, any other act, thing, omission or delay which would or might in any manner or to any extent vary the risk of Guarantor or which would or might otherwise operate as a discharge of Guarantor as a matter of law; whether or not Guarantor shall have notice or knowledge of any of the foregoing. This Guaranty Agreement shall remain in full force and effect and shall not be terminable except with the prior written consent of Obligee so long as any agreement or arrangement between Obligee and Obligor or any renewals, continuations, modifications, supplements and amendments thereof shall remain in force and effect. Thereafter this instrument shall continue in full force and effect until terminated by the actual receipt by Obligee by registered or certified mail of notice of termination from Guarantor or from the legal representative of any deceased Guarantor; such termination shall be applicable only to transactions having their inception thereafter, and rights and obligations arising out of transactions having their inception prior to such termination shall not be affected.

4. Waivers. The following are unconditionally waived by Guarantor: (a) notice of any of the matters referred to in Section 3, (b) all notices which may be required by statute, rule or law or otherwise to preserve any rights of Obligee against Obligor or Guarantor, including, without limitation, notice of presentment and protest to, and demand and payment from, Obligor or Guarantor (c) any right to the enforcement, assertion, exercise or non-exercise by Obligee of any right, power or remedy conferred in the Agreement or any other agreement whatsoever, (d) any right of subrogation, reimbursement or indemnity, and any right of recourse to or with respect to any assets or property of Obligor or to any collateral for any Indebtedness, unless and until Obligee shall have received and retained full payment of all of the Indebtedness, and (e) any requirement of diligence on the part of Obligee.

5. Bankruptcy or Insolvency. Guarantor agrees that if Obligor or Guarantor should at any time become insolvent or make a general assignment for the benefit of its creditor, or if a petition in bankruptcy or any insolvency, liquidation, reorganization, arrangement, readjustment, composition, dissolution or other similar proceeding shall be filed or commenced by, against or in respect of Obligor or Guarantor, or if an order for relief shall be entered in respect of Obligor or Guarantor in any case under the Bankruptcy Code, the obligations of Guarantor hereunder shall remain in full force and effect; and any and all obligations of Obligor and Guarantor to Obligee shall, at the option of Obligee, forthwith become due and payable without notice.

6. Notices. All notices and other communications hereunder shall be in writing and shall be delivered or mailed by certified or registered mail, return receipt requested, addressed to the respective addresses of the parties hereto designated above in this Guaranty Agreement, or addressed to any such party at such other address such party shall hereafter have furnished to the other party in writing.

7. Consent to Jurisdiction; Waiver of Jury Trial. Guarantor hereby irrevocably consents to the jurisdiction of the courts of the State of New York and of any federal court located in such state and to the courts of the Province of Ontario and of any Canadian federal court located in such Province in connection with any action or proceeding arising out of or relating to this Guaranty Agreement. Guarantor waives any objections based upon venue or forum non conveniens in connection with any action or proceeding brought in New York or Ontario. GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING COMMENCED BY OBLIGEE, OBLIGOR, GUARANTOR OR OTHERWISE IN CONNECTION WITH THIS GUARANTY AGREEMENT OR ANY OF THE AGREEMENTS. THIS WAIVER HAS BEEN SPECIFICALLY NEGOTIATED BY THE PARTIES WITH FULL COGNIZANCE AND UNDERSTANDING OF THEIR RIGHTS.

8. Law of New York. This Guaranty Agreement shall in all respects be governed by and construed in accordance with the internal laws of the State of New York, without reference to principles of conflict of laws.

9. Miscellaneous. Neither this Guaranty Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. All the terms of this Guaranty Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns, and in particular shall be enforceable by any holder or holders from time to time of the Indebtedness or any part thereof. Guarantor agrees and consents that Obligee shall have the right to assign or transfer this Guaranty Agreement or any of Obligee’s rights or powers hereunder to any other person, firm or corporation and such assignment shall not affect the liability of Guarantor hereunder. The books and records of Obligee showing the account between Obligee and Obligor shall be admissible in evidence in any action or proceeding, shall be binding upon Guarantor for the purpose of establishing the items therein set forth, and shall constitute prima facie proof thereof. In the event that there shall be more than one Guarantor, the obligations of each Guarantor shall be both joint and several.

Guarantor agrees to all the provisions set forth above. This agreement is executed pursuant to due authorization.

Date November 17 ,   2006

<Company Name>

By:

Its

Attest:	[Seal]
Secretary

EX-10.76

Exhibit 10.76

PROMISSORY NOTE

Dated as of November 13, 2006

For value received, the undersigned, hereby promises to pay to the order of Wells Fargo Equipment Finance, Inc. (the “Lender”) at its office in Minneapolis, MN, or at such other place as may be designated from time to time by the holder hereof, the sum of $5,521,374.24 in installments according to the schedule set forth below; provided, however, that the undersigned and the Lender may agree to any other payment schedule, in which case any variations shall be set forth in the space provided for additional provisions. The first payment period shall begin on the 15th day of the month in which Lender disburses the loan proceeds if disbursement is made on or before the 15th day of such month, and the first payment period shall begin on the last day of such month if disbursement is made during the balance of such month. The first installment shall be payable on the first payment due date set forth below (which may be the same as the date the first payment period begins). Subsequent installments shall be payable on the first day of each payment period beginning after the first payment period. The undersigned agrees that the date the first payment period begins may be left blank when this Note is executed and hereby authorizes Lender to insert such date based upon the date the loan proceeds are disbursed.

PAYMENT SCHEDULE:
Date first payment period begins:	First payment due:
Number of Installments:     48	Amount of each installment:     $115,028.63
Payment period:     Monthly	Annual Interest rate used in computing payment schedule:     6.38%
Principal amount of loan proceeds disbursed:     $4,861,806.81

In addition to installment payments as set forth above, the undersigned agrees to pay Lender interim interest on the loan proceeds disbursed hereunder from the date of disbursement to the date the first payment period begins at the annual interest rate set forth above used in computing the payment schedule. Interim interest shall be due and payable on the date the first payment period begins.

If any installment is not paid when due, then in addition to any other remedy Lender may have hereunder, Lender may impose and, if imposed, the undersigned shall pay a late charge of 5% of the amount of the delinquent installment but in any event not more than permitted by applicable law. Payments thereafter received shall be applied first to delinquent installments and then to current installments.

This Note may be prepaid in whole at any time without penalty by paying to Secured Party the unpaid principal balance of this Note, determined by using the simple interest method at the rate set forth herein, together with accrued but unpaid interest and late charges.

This Note may be prepaid in part but only as a result of a disposition of an item of collateral which secures this Note. The amount of such prepayment shall be the product of the unpaid principal balance of this Note determined in accordance with the preceding paragraph times a fraction, the numerator of which is the original advance made by the Lender with respect to the item of collateral in question and the denominator of which is the original principal balance of this Note with respect to the existing collateral securing this Note, together with accrued but unpaid interest multiplied by the same fraction, plus a prepayment premium equal to the percentage set forth in the preceding paragraph times the principal amount prepaid. Nothing contained in this paragraph shall be construed as an authorization by Lender to the undersigned to sell or otherwise dispose of an item of collateral which secures this Note. Such sale or disposition of an item of collateral by the undersigned shall be made solely in accordance with the terms of the security agreement or other agreement pursuant to which the undersigned pledged such item of collateral to Lender.

The undersigned may remit to Lender amounts in excess of an installment that is due hereunder and Lender shall apply such amount to the next maturing installment or installments. Payment of amounts in excess of the installment that is due or installments prior to the due date thereof shall not be treated as a prepayment or result in a change to either the total number of installments or the total sum of all installments payable under this Note.

The following shall constitute an Event of Default hereunder: (a) failure to pay any installment hereunder when due; (b) the occurrence of an event of default as defined in any security agreement or mortgage securing this Note; (c) the commencement of any bankruptcy or insolvency proceedings by or against the undersigned or any guarantor of this Note; and (d) any indebtedness the undersigned may now or hereafter owe to Lender or any affiliate thereof shall be accelerated following a default thereunder or, if any such indebtedness is payable on demand, payment thereof shall be demanded. Upon the occurrence of an Event of Default, Lender may do any one or more of the following as it may elect: (i) upon written notice to the undersigned, declare the entire unpaid balance of the Note to be immediately due and payable, and the same (less unearned interest computed using a discount rate of 4% and the simple interest method as if this Note had been paid in full on the date it became due and payable) shall thereupon be and become immediately due and payable: (ii) exercise any one or more of the rights and remedies available to it under any security agreement or mortgage securing this Note or under any other agreement or by law.

The undersigned hereby waives presentment, notice of dishonor, and protest. The undersigned agrees to pay all costs of collection of this Note, including reasonable attorneys’ fees. The holder hereof may change the terms of payment of the Note by extension, renewal or otherwise, and release any security for, or party to, this Note and such action shall not release any accommodation maker, endorser, or guarantor from liability on this Note.

THIS AGREEMENT INCLUDES THE TERMS ON THE ATTACHED PAGE(S).

IN WITNESS WHEREOF the Debtor has signed this Agreement as of the date first above written.

StarTek USA, Inc.
Debtor

/s/ Steve Butler
By

CEO
Title

Notwithstanding anything to the contrary contained herein, if the rate of interest, late payment fee, prepayment premium or any other charges or fees due hereunder are determined by a court of competent jurisdiction to be usurious, then said interest rate, fees and/or charges shall be reduced to the maximum amount permissible under applicable law and any such excess amounts shall be applied towards the reduction of the principal balance of this Note.

This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the state of Minnesota without regard to conflicts of law rules. THE UNDERSIGNED HEREBY WAIVES ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY MATTER UNDER OR IN CONNECTION WITH THIS NOTE.

If Debtor is not an individual, (i) the execution, delivery and performance of this Note has been duly authorized by all necessary action on the part of Debtor and will not violate any provision of Debtor’s governing documents; (ii) the person signing on behalf of Debtor is duly authorized; and (iii) this Note constitutes a legal, valid and binding obligation of Debtor.

If this Note is signed by more than one person as Debtor, then the term “Debtor” shall refer to each of them separately and to all of them jointly, and each such person shall be liable hereunder individually in full and jointly with the others.

Ver. 0906

SECURITY AGREEMENT

Dated as of November 13, 2006
Contract Number 0127395-700

Name and Address of Debtor:
StarTek USA, Inc.
44 Cook Street Ste 400
Denver, CO 80206

1.	Security Interest and Collateral. To secure the payment and performance of each and every debt, liability and obligation of every type and description which Debtor may now or at any time hereafter owe to Wells Fargo Equipment Finance, Inc. (“Secured Party”) (whether such debt, liability or obligation now exists or is hereafter created or incurred, whether it is currently contemplated by the Debtor and Secured Party, whether any documents evidencing it refer to the Security Agreement, and whether it is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or joint, several or joint and several; all such debts, liabilities and obligations being herein collectively referred to as the “Obligations”), Debtor hereby grants Secured Party a security interest (herein called the “Security Interest”) in the following property (herein called the “Collateral”):
	The Equipment described on Schedule A attached hereto and made a part hereof. together with all substitutions and replacements for and products of the Collateral, all proceeds, accessories, attachments, parts, equipment and repairs now or hereafter attached or affixed to or used in connection with the Collateral.
2.	Representations, Warranties and Agreements. Debtor represents, warrants and agrees that:

(a)	Authorization. If Debtor is not an individual, (i) the execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of the Debtor and will not violate any provision of the Debtor’s governing documents; and (ii) the person signing this Agreement on behalf of the Debtor is duly authorized.
(b)	Office Location and Organization. Debtor’s chief executive office (if Debtor is a corporation, a partnership or a limited liability company) is located at the address for Debtor shown above. Debtor will not change the location of its chief executive office or his/her residence, as the case may be, or its state of organization or form of organization (if Debtor is a corporation, a partnership or a limited liability company) without first giving Secured Party at least 10 days prior written notice of the proposed change.
(c)	Business Purpose; Lawful Use. The Equipment will be used primarily for business purposes as opposed to personal, family or household purposes. Debtor will comply with all laws and regulations applicable to the Equipment and its use.

3. Additional Representations, Warranties and Agreements. Debtor represents, warrants and agrees that:

(a)	Debtor has (or will have at the time Debtor acquires rights in Collateral hereafter arising) absolute title to each item of Collateral free and clear of all security interests, liens and encumbrances, except the Security Interest and will defend the Collateral against all claims or demands of all persons other than Secured Party. Debtor will not sell or otherwise dispose of the Collateral or any interest therein without the prior written consent of Secured Party.
(b)	Debtor will not permit any Collateral to be located in any state (and, if county filing is required, in any county) in which the financing statement covering such Collateral is required to be, but has not in fact been, filed in order to perfect the Security Interest.
(c)	Debtor will (i) keep all Collateral in good repair, working order and condition, normal depreciation excepted, and will, from time to time, replace any worn, broken or defective parts thereof; (ii) promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest; (iii) keep all Collateral free and clear of all security interests, liens and encumbrances except the Security Interest; (iv) at all reasonable times, permit Secured Party or its representatives to examine or inspect any Collateral, wherever located, and to examine, inspect and copy Debtor’s books and records pertaining to the Collateral and its business and financial condition; (v) keep accurate and complete records pertaining to Debtor’s business and financial condition and submit to Secured Party such periodic reports concerning Debtor’s business and financial condition as Secured Party may from time to time reasonably request; (vi) promptly notify Secured Party of any loss of or material damage to any Collateral; (vii) at all times keep all Collateral insured against risks of fire (including so-called extended coverage), theft, collision (in case of Collateral consisting of motor vehicles) and such other risks and in such amounts as Secured Party may reasonably request, with any loss payable to Secured Party to the extent of its interest and with a provision requiring the insurer to notify Secured Party in writing at least 10 days prior to cancellation or modification of any such policy, (viii) from time to time execute such financing statements as Secured Party may reasonably require in order to perfect the Security Interest and, if any Collateral consists of a motor vehicle, execute such documents as may be required to have the Security Interest properly noted on a certificate of title; (ix) pay when due or reimburse Secured Party on demand for all costs of collection of any of the Obligations and all other out-of-pocket expenses (including in each case all reasonable attorneys’ fees) incurred by Secured Party in connection with the creation, perfection, satisfaction, protection, defense or enforcement of the Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement or any or all of the Obligations, including expenses incurred in any litigation or bankruptcy or insolvency proceedings; (x) execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured Party’s rights under this Agreement; (xi) not use or keep any Collateral, or permit it to be used or kept, for any unlawful purpose or in violation of any federal, state or local law, statute or ordinance; and (xii) not permit any Collateral to become part of or to be affixed to any real property without first assuring to the reasonable satisfaction of Secured Party that the Security Interest will be prior and senior to any interest or lien then held or thereafter acquired by any mortgagee of such real property or the owner or purchaser of any interest therein. If Debtor at any time fails to perform or observe any agreement contained in this Section 3(c), and if such failure shall continue for a period of ten calendar days after Secured Party gives Debtor written notice thereof (or, in the case of the agreements contained in clauses (vii) and (viii) of this Section 3(c), immediately upon the occurrence of such failure, without notice or lapse of time), Secured Party may (but need not) perform or observe such agreement on behalf and in the name, place and stead of Debtor (or, at

THIS AGREEMENT INCLUDES THE TERMS ON THE ATTACHED PAGE(S)

StarTek USA, Inc.
Debtor

/s/ Steve Butler
By

CEO
Title

	Secured Party’s option, in Secured Party’s own name) and may (but need not) take any and all other actions which Secured Party may reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of security interests, liens, or encumbrances, the procurement and maintenance of insurance, the execution of financing statements, the endorsement of instruments, and the procurement of repairs, transportation or insurance); and, except to the extent that the effect of such payment would be to render any loan or forbearance of money usurious or otherwise illegal under any applicable law Debtor shall thereupon pay Secured Party on demand the amount of all moneys expended and all costs and expenses (including reasonable attorneys’ fees) incurred by Secured Party in connection with or as a result of Secured Party’s performing or observing such agreement or taking such actions, together with interest thereon from the date expended or incurred by Secured Party at the highest rate then applicable to any of the Obligations. To facilitate the performance or observance by Secured Party of such agreements of Debtor, Debtor hereby irrevocably appoints (which appointment is coupled with an interest) Secured Party, or its delegate, as the attorney-in-fact of Debtor with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file, in the name and on behalf of Debtor, any and all instruments, documents, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by Debtor under this Section 3.
4.	Assignment of Insurance. Debtor hereby assigns to Secured Party, as additional security for the payment of the Obligations, any and all moneys (including but not limited to proceeds of insurance and refunds of unearned premiums) due or to become due under, and all other rights of Debtor under or with respect to, any and all policies of insurance covering the Collateral, and Debtor hereby directs the issuer of any such policy to pay any such moneys directly to Secured Party. Both before and after the occurrence of an Event of default, Secured Party may (but need not), in its own name or in Debtor’s name, execute and deliver proofs of claim, receive all such moneys, endorse checks and other instruments representing payment of such moneys, and adjust, litigate, compromise or release any claim against the issuer of any such policy.
5.	Events of Default. Each of the following occurrences shall constitute an event of default under this Agreement (herein called “Event of Default”): (i) Debtor shall fail to pay any or all of the Obligations when due or (if payable on demand) on demand, or shall fail to observe or perform any covenant or agreement herein binding on it; (ii) any representation or warranty by Debtor set forth in the Agreement or made to Secured Party in any financial statements or reports submitted to Secured Party by or on behalf of Debtor shall prove materially false or misleading; (iii) a garnishment, summons or a writ of attachment shall be issued against or served upon the Secured Party for the attachment of any property of Debtor or any indebtedness owing to Debtor; (iv) Debtor or any guarantor of any Obligation shall (A) be or become insolvent (however defined); or (B) voluntarily file, or have filed against it involuntarily, a petition under the United States Bankruptcy Code; or (C) if a corporation, partnership, or organization, be dissolved or liquidated or, if a partnership, suffer the death of a partner or, if an individual, die; or (D) go out of business; (v) an event of default shall occur under any indebtedness Debtor may now or hereafter owe to any affiliate of Secured Party; (vi) if Debtor is a corporation, more than 50% of the shares of voting stock of Debtor shall become owned by a shareholder or shareholders who were not owners of voting stock of Debtor on the date of this Agreement or, if Debtor is a partnership, more than 50% of the partnership interests in the Debtor shall become owned by a partner or partners who were not partners of Debtor on the date of this Agreement; or (vii) Debtor shall consolidate with or merge into, or sell all or substantially all of its assets to, any individual, corporation, or other entity.
6.	Remedies upon Event of Default. Upon the occurrence of an Event of Default under Section 5 and at any time thereafter, Secured Party may exercise any one or more of the following rights and remedies: (i) declare all unmatured Obligations to be immediately due and payable, and the same shall thereupon be immediately due and payable, without presentment or other notice or demand; (ii) exercise and enforce any or all rights and remedies available upon default to a secured party under the Uniform Commercial Code, including but not limited to the right to take possession of any Collateral, proceeding without judicial process or by judicial process (without a prior hearing or notice thereof, which Debtor hereby expressly waives), and the right to sell, lease or otherwise dispose of any or all of the Collateral, and in connection therewith, Secured Party may require Debtor to make the Collateral available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties, and if notice to Debtor of any intended disposition of Collateral or any other intended action is required by law in a particular instance, such notice shall be deemed commercially reasonable if given (in the manner specified in Section 7) at least 10 calendar days prior to the date of intended disposition or other action; (iii) exercise or enforce any or all other rights or remedies available to Secured Party by law or agreement against the Collateral, against Debtor or against any other person or property. Upon the occurrence of the Event of Default described in Section 5(iv)(B), all Obligations shall be immediately due and payable without demand or notice thereof.
7.	Miscellaneous. This Agreement can be waived, modified, amended, terminated or discharged, and the Security Interest can be released, only explicitly in a writing signed by Secured Party. A waiver signed by Secured Party shall be effective only in the specific instance and for the specific purpose given. Mere delay or failure to act shall not preclude the exercise or enforcement of any of Secured Party’s rights or remedies. All rights and remedies of Secured Party shall be cumulative and may be exercised singularly or concurrently, at Secured Party’s option, and the exercise or enforcement of any one such right or remedy shall neither be a condition to nor bar the exercise or enforcement of any other. All notices to be given to Debtor shall be deemed sufficiently given if delivered or mailed by registered or certified mail, postage prepaid, to Debtor at its address set forth above or at the most recent address shown on Secured Party’s records. Secured Party’s duty of care with respect to Collateral in its possession (as imposed by law) shall be deemed fulfilled if Secured Party exercises reasonable care in physically safekeeping such Collateral or, in the case of Collateral in the custody or possession of a bailee or other third person, exercises reasonable care in the selection of the bailee or other third person, and Secured Party need not otherwise preserve, protect, insure or care for any Collateral. Secured Party shall not be obligated to reserve any rights Debtor may have against prior parties, to realize on the Collateral at all or in any particular manner or order, or to apply any cash proceeds of Collateral in any particular order of application. This Agreement shall be binding upon and inure to the benefit of Debtor and Secured Party and their respective heirs, representatives, successors and assigns and shall take effect when signed by Debtor and delivered to Secured Party, and Debtor waves notice of Secured Party’s acceptance hereof. Secured Party may execute this Agreement if appropriate for the purpose of filing, but the failure of Secured Party to execute this Agreement shall not affect or impair the validity or effectiveness of this Agreement. A carbon, photographic or other reproduction of this Agreement or of any financing statement signed by the Debtor shall have the same force and effects as the original for all purposes of a financing statement. Except to the extent otherwise required by law, this Agreement shall be governed by the internal laws of the state of Minnesota. If any provision or application of this Agreement is held unlawful or unenforceable in any respect, such illegality or unenforceability shall not affect other provisions or applications which can be given effect, and this Agreement shall be construed as if the unlawful or unenforceable provision or application had never been contained herein or prescribed hereby. All representations and warranties contained in this Agreement shall survive the execution, delivery and performance of this Agreement and the creation and payment of the Obligations. If this Agreement is signed by more than one person as Debtor, the term “Debtor” shall refer to each of them separately and to both or all of them jointly; all such persons shall be bound both severally and jointly with the other(s); and the Obligations shall include all debts, liabilities and obligations owed to Secured Party by any Debtor solely or by both or several or all Debtors jointly or jointly and severally, and all property described in Section 1 shall be included as part of the Collateral, whether it is owned jointly by both or all Debtors or is owned in whole or in part by one (or more) of them. There shall be (1) counterpart of this Agreement and it will be marked “Original.” To the extent that this Agreement constitutes chattel paper (as that term is defined by the Uniform Commercial Code), a security interest only may be created in the Agreement marked “Original.” DEBTOR HEREBY WAIVES ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY MATTER UNDER OR IN CONNECTION WITH THE SECURITY AGREEMENT.

Ver. 1204

Schedule A

Contract Number 0127395-700 dated as of November 13, 2006

Debtor: StarTek USA, Inc.

Equipment Description: Office Furniture and IT equipment, together with all parts, attachments and accessories, as more fully described below:

Asset	Asset Description	Cap. Date
24753	Cabling	01/31/2006
24797	Timeclocks, ADI	02/28/2006
24798	IEX Hardware	02/28/2006
24799	IEX Software	02/28/2006
24800	Speakerphone, Polycom	03/21/2006
24805	Dell GX 520 desktops	04/04/2006
24807	Aspect Ebusiness Architect	01/31/2006
24808	Aspect Managers Admin	01/31/2006
24809	Aspect Call Center User License	01/31/2006
24816	Microsoft Licenses True-up-XP Desktops	03/31/2006
24817	Microsoft Licenses True-up-Office Desktops	03/31/2006
24842	Site Project Management Fees	03/31/2006
24843	Security System-Wideband	03/31/2006
24844	Shipping & Storage of PC’s	03/31/2006
24848	TEAM LEADER VIEW	01/31/2006
24849	SW LIC Contact Server system (new)	01/31/2006
24850	ASPECT CALL CENTER HARDWARE	01/31/2006
24851	Aspect Hands free telset	01/31/2006
24852	Cabling	01/31/2006
24853	Flair Cisco -3845 Voice bundle pvd m2-64	01/31/2006
24854	Flair cisco -3845 power supply	01/31/2006
24855	Flair Cisco one port t3/e3 network mod	01/31/2006
24856	Flair 2 port rj 48 multiflex trunk	01/31/2006
24857	Flair cisco smartnet 8x5xnbd 3845 voice	01/31/2006
24858	Flair Cisco Catalyst 4500 Chassis (3-slot)	01/31/2006
24859	Flair Cisco Catalyst 4500 1300W AC PWR	01/31/2006
24860	Flair Cisco Cat 4507 Supervisor IV Cons	01/31/2006
24861	Flair Cisco IOS Enhncd L3 c4500 SUP4/5 3DE	01/31/2006
24862	Flair Cisco Catalyst 4500 Enhanced 48	01/31/2006
24863	Flair Smartnet 8x5xnbc service for the	01/31/2006
24864	Flair Catalyst 2950 48 port 10/100tx & 2 1	01/31/2006
24866	Dell Marketing, L.P.1850 PowerEdge servers	01/31/2006
24867	Dell Marketing, L.P. 2850 PowerEdge	01/31/2006
24868	Dell Marketing, L.P. Projectors for training	01/31/2006
24869	Dell Marketing, L.P. Dell Rack	01/31/2006
24870	Dell Marketing, L.P. dell KVM	01/31/2006
24871	Dell Marketing, L.P. 1850 PowerEdge	01/31/2006

Initials: /s/ SDB

Asset	Asset Description	Cap. Date
24872	ASAP Software APC power strips	01/31/2006
24873	ASAP Software HP LJ 2420dn printer	01/31/2006
24874	ASAP Software APC UPS Backup units	01/31/2006
24875	Dell Marketing, L.P. OptiPlex GX520 Small For	01/31/2006
24876	ASAP Software IBM T43P laptop w/ accesories	01/31/2006
24877	ASAP Software IBM T43 laptops w/ accesories	01/31/2006
24878	Tri Fusion 6969-Consol/ship for Dell 17” @ 35	01/31/2006
24879	Tri Fusion 6969-consol/ship for Dell GX520 SF	01/31/2006
24880	Dell Marketing, L.P. Networker NDMP client co	01/31/2006
24881	Dell Marketing, L.P. EMC S W install & implem	01/31/2006
24882	Adi 2101690 600 MS-SQL	01/31/2006
24883	Adi 2101690 2000-PROX ETHERNET TERMINAL	01/31/2006
24884	Aspect Uniphi con User License	01/31/2006
24885	Aspect PTO Ibm Webshere License	01/31/2006
24886	Aspect Mission Critical License	01/31/2006
24887	Dominion Power Set up	01/31/2006
24888	Schlueter Electric Kohler Generator Auto Trnf	01/31/2006
24889	Coleman Adams	01/31/2006
24890	Interior Architects Inc.	01/31/2006
24893	Wideband Security System	01/31/2006
24894	Rocky Mountain Desk Corp-cubicals	01/31/2006
24895	Rocky Mountain Desk Corp-ergo Dauphin Olive C	01/31/2006
24896	Rocky Mountain Desk Corp Huddle rm Dauphin Se	01/31/2006
24897	Rocky Mountain Desk Corp Private Office desk	01/31/2006
24898	Rocky Mountain Desk Corp Armless Trn Rm Chair	01/31/2006
24899	Rocky Mountain Desk Corp Breakroom Chair poly	01/31/2006
24900	Rocky Mountain Desk Corp Dauphin Stools Break	01/31/2006
24901	Rocky Mountain Desk Corp Office Guest Chairs	01/31/2006
24902	Rocky Mountain Desk Corp Soft care Privacy Rm	01/31/2006
24903	Rocky Mountain Desk Corp Reception Desk	01/31/2006
24905	Rocky Mountain Desk Corp Table trn/conf/break	01/31/2006

Asset	Asset Description	Cap. Date
24906	Rocky Mountain Desk Corp Design	01/31/2006
24907	Rocky Mountain Desk Corp Pro mgmt	01/31/2006
24908	Rocky Mountain Desk Corp-Office furniture	01/31/2006
24909	Rocky Mountain Desk Corp Reception Table	01/31/2006
24910	Rocky Mountain Desk Corp Steel Shelving Train	01/31/2006
24911	Rocky Mountain Desk Corp Egan trn/conf/lrp Bo	01/31/2006
24912	Rocky Mountain Desk Corp Marker board/track c	01/31/2006
24913	Rocky Mountain Desk Corp Mobile Lecterns	01/31/2006
24914	ShoreGroup PG/meadia routing-dual 3.4 ghz	01/31/2006
24915	ShoreGroup Licences for ICM -INSTALL	01/31/2006
24916	Aspect PTO Ibm Webshere License	01/31/2006
24917	Aspect ACD Hardware install	01/31/2006

Initials: /s/ SDB

Asset	Asset Description	Cap. Date
24922	Verinet invoice 3474 PO 16600 SW	04/30/2006
24923	Verinet invoice 3474 PO 16600	04/30/2006
24924	Verinet Ultra platform serverw/o application serve	04/30/2006
24925	Cmmunitech 200 binaural Head sets	04/30/2006
25050	Signage for Petersburg	04/30/2006
25098	Door, material & labor for CCD office door	06/02/2006
25119	Projectors, Dell 1200MP	05/23/2006
25165	Addon DTMF Receiver Card	07/06/2006
25173	Audible alarms	07/07/2006
25174	Security camera	07/07/2006

Equipment located at: 3333 S. Crater Rd. Ste 5A, Pinehill Plaza Petersburg, VA 23805

Dated:	November 13, 2006
Debtor:	StarTek USA, Inc.

By: /s/ Steve Butler
Title: CEO

EX-10.77

Exhibit 10.77

Wells Fargo Equipment Finance, Inc.
733 Marquette Avenue, Suite 700
MAC N9306-070
Minneapolis, MN 55402

Guaranty

To induce Wells Fargo Equipment Finance, Inc. (“Creditor”) from time to time to extend credit to or for the account of StarTek USA, Inc., (“Debtor”) by way of lease, loan, installment sale contract or any other means, the undersigned hereby agrees as follows:

1.	The undersigned hereby absolutely and unconditionally guarantees to Creditor the full and prompt payment and performance when due of each and every debt, liability and obligation of every type and description that Debtor may now or in the future owe to Creditor whether absolute or contingent or primary or secondary (the “Obligations” and each an “Obligation”).
2.	The undersigned hereby waives (i) notice of the acceptance hereof by Creditor and of the creation and existence of the Obligations and (ii) any and all defenses otherwise available to guarantor or accommodation party.
3.	This Guaranty is absolute and unconditional, and the liability of the undersigned hereunder shall not be affected or impaired in any way by any of the following, each of which Creditor may agree to without notice to or the consent of the undersigned: (a) any extension or renewal of any Obligation whether or not for longer than the original period, (b) any change in the terms of payment or other terms of any Obligation or any collateral therefor, or any exchange, release of, or failure to obtain any collateral therefor, (c) any waiver or forbearance granted to Debtor or any other person liable with respect to any Obligation or any release of, compromise with, or failure to assert rights against Debtor or any such other person, (d) the application or failure to apply in any particular manner any payments or credits on the Obligations, and (e) the creation of Obligations from time to time.
4.	This Guaranty shall continue in force and be binding upon the undersigned whether or not all the Obligations are paid in full until this Guaranty is revoked prospectively as to future transactions by written notice from the undersigned actually received by Creditor. Such revocation shall not be effective as to Obligations existing or committed for at the time of actual receipt of such notice or as to any renewals, extensions and refinancings thereof.
5.	Creditor shall not be required before exercising and enforcing its rights under this Guaranty first to resort for payment of any Obligation to Debtor or to any other person or to any collateral. The undersigned agrees not to obtain reimbursement or payment from Debtor or any other person obligated with respect to any Obligation or from any collateral for any Obligation until all Obligations have been paid in full.
6.	The undersigned shall be and remain liable for any deficiency following foreclosure of any mortgage or security interest securing any Obligation whether or not the liability of Debtor under such Obligation is discharged by such foreclosure.
7.	If any payment applied to any Obligation is thereafter set aside, recovered, rescinded or required to be returned for any reason (including on account of a preference in the bankruptcy of Debtor), the Obligation to which such payment was applied shall for the purposes of this Guaranty be deemed to have continued in existence notwithstanding such application, and this Guaranty shall be enforceable as to such Obligation as fully as if such application had never been made.
8.	The undersigned agrees to pay all costs, expenses and legal fees paid or incurred by Creditor in connection with enforcing any Obligation and this Guaranty. THE UNDERSIGNED HEREBY WAIVES ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY MATTER UNDER OR IN CONNECTION WITH THE GUARANTY.
9.	Creditor may, without notice to or the consent of the undersigned, assign this Guaranty as it relates to an Obligation to a party who purchases all or part of the Obligations (hereinafter referred to individually as an “Assignee” and collectively as “Assignees”). An Assignee shall have the right to enforce this Guaranty against the undersigned solely as it relates to the Obligation it purchased, and such enforcement may be brought separate and apart from actions by Creditor and/or other Assignees.
10.	The undersigned agrees that it shall, upon a request from Creditor, promptly provide to Creditor a copy of the undersigned’s most recent annual financial statements and any other financial information of the undersigned (including interim financial statements) that Creditor may request. The undersigned authorizes Creditor to share such information with Creditor’s affiliates, subsidiaries, and Assignees.
11.	This Guaranty shall be binding upon the estate, heirs, successors and assigns of the undersigned, and shall inure to the benefit of the successors and assigns of Creditor.
12.	If the undersigned is a partnership, corporation, limited liability company or other legal entity, the undersigned represents, warrants and agrees that the execution, delivery and performance of this Guaranty has been duly authorized by all necessary action on the part of the undersigned and will not violate any provision of the undersigned’s governing documents; and the person signing this Guaranty on behalf of the undersigned is duly authorized.

Dated as of: November 13, 2006

Taxpayer Identification Number:

<Company Name>

	Principal place of business:
By
Name (Please print or type)
	Phone:
Title

Ver 07/05 GTYCORP: HATEK01 (mts):11202006:1301:127395-700:184956:34804