10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from       to      

Commission file number 1-12793

StarTek, Inc.

(Exact name of registrant as specified in its charter)

Delaware	84-1370538
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer Identification No.)

44 Cook Street, 4th Floor	80206
Denver, Colorado	(Zip code)
(Address of principal executive offices)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $.01 par value	New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filed, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o     Accelerated filer þ    Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $0.01 Par Value — 14,725,791 shares as of August 1, 2007.

STARTEK, INC.

FORM 10-Q

INDEX

PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2007, and 2006.	3
Condensed Consolidated Balance Sheets as of June 30, 2007 and December 31, 2006.	4
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2007, and 2006.	5
Notes to Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk	17
Item 4. Controls and Procedures	19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	20
Item 1A. Risk Factors	20
Item 4. Submission of Matters to a Vote of Security Holders	21
Item 6. Exhibits	22
SIGNATURES
Exhibit 10.100
Exhibit 10.101
Exhibit 10.102
Exhibit 10.103
Exhibit 10.104
Exhibit 10.105
Exhibit 10.106
Exhibit 10.107
Exhibit 10.108
Exhibit 10.109
Exhibit 10.110
Exhibit 10.113
Exhibit 10.114
Exhibit 31.1
Exhibit 32.1

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Part I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

STARTEK, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share data)
(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Revenue	$	58,832		$	59,525		$	116,479		$	116,630
Cost of services		50,295			51,321			99,032			98,654
Gross profit		8,537			8,204			17,447			17,976
Selling, general and administrative expenses		9,040			7,389			18,432			14,962
Operating (loss) profit		(503	)		815			(985	)		3,014
Impairment losses		(3,018	)		—			(3,018	)		—
Net interest and other income (expense)		143			533			331			1,066
(Loss) income before taxes		(3,378	)		1,348			(3,672	)		4,080
Income tax (expense) benefit		(65	)		(523	)		40			(1,119	)
Net (loss) income	$	(3,443	)	$	825		$	(3,632	)	$	2,961
Net (loss) income per share from:
Basic	$	(0.23	)	$	0.06		$	(0.25	)	$	0.20
Diluted	$	(0.23	)	$	0.06		$	(0.25	)	$	0.20
Dividends declared per common share	$	—		$	0.25		$	—		$	0.50

See notes to condensed consolidated financial statements.

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STARTEK, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Dollars in thousands)
(Unaudited)

	As of
	June 30, 2007		December 31, 2006
ASSETS
Current assets:
Cash and cash equivalents	$	27,133	$	33,437
Investments		16,573		5,933
Trade accounts receivable, less allowance for doubtful accounts of $5 and $16, respectively		40,879		46,364
Income tax receivable		3,651		1,281
Prepaid expenses and other current assets		3,417		3,009
Total current assets		91,653		90,024
Property, plant and equipment, net		56,528		60,101
Long-term deferred tax assets		3,340		4,444
Other assets		1,198		1,166
Total assets	$	152,719	$	155,735
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,962	$	6,061
Accrued liabilities:
Accrued payroll		6,860		6,798
Accrued compensated absences		5,380		4,146
Accrued health insurance		245		77
Other accrued liabilities		864		338
Current portion of long-term debt		5,169		5,654
Short-term deferred income tax liabilities		1,575		754
Grant advances		954		173
Other current liabilities		365		329
Total current liabilities		25,374		24,330
Long-term debt, less current portion		8,788		10,314
Grant advances		—		781
Other liabilities		1,915		1,928
Total liabilities		36,077		37,353
Stockholders’ equity:
Common stock, 32,000,000 non-convertible shares, $0.01 par value, authorized; 14,725,791 and 14,695,791 shares issued and outstanding at June 30, 2007 and December 31, 2006, respectively		147		147
Additional paid-in capital		62,202		61,669
Cumulative translation adjustment		2,130		1,222
Unrealized gain on investments available for sale		10		1
Unrealized gain (loss) on derivative instruments		207		(235	)
Retained earnings		51,946		55,578
Total stockholders’ equity		116,642		118,382
Total liabilities and stockholders’ equity	$	152,719	$	155,735

See notes to condensed consolidated financial statements.

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STARTEK, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)

	Six Months Ended
	June 30,
	2007			2006
Operating Activities
Net (loss) income	$	(3,632	)	$	2,961
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation		8,429			8,153
Non-cash compensation cost		533			153
Impairment losses		3,018			—
Deferred income taxes		1,272			(1,243	)
Realized gain on investments		—			(35	)
Loss (gain) on sale of assets		3			(101	)
Changes in operating assets and liabilities:
Trade accounts receivable, net		5,771			(3,419	)
Prepaid expenses and other assets		(41	)		(940	)
Accounts payable		(1,723	)		(1,604	)
Income taxes receivable, net		(2,408	)		2,313
Accrued and other liabilities		1,635			1,045
Net cash provided by operating activities		12,857			7,283
Investing Activities
Purchases of investments available for sale		(17,497	)		(114,490	)
Proceeds from disposition of investments available for sale		6,869			127,273
Purchases of property, plant and equipment		(6,141	)		(13,339	)
Proceeds from disposition of property, plant and equipment		—			343
Net cash used in investing activities		(16,769	)		(213	)
Financing Activities
Proceeds from stock option exercises		—			1,112
Principal payments on borrowings		(2,716	)		(1,253	)
Dividend payments		—			(8,942	)
Net cash used in financing activities		(2,716	)		(9,083	)
Effect of exchange rate changes on cash		324			(413	)
Net decrease in cash and cash equivalents		(6,304	)		(2,426	)
Cash and cash equivalents at beginning of period		33,437			17,425
Cash and cash equivalents at end of period	$	27,133		$	14,999
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	397		$	92
Income taxes paid	$	1,143		$	1,535
Change in unrealized gain on investments available for sale, net of tax	$	9		$	26

See notes to condensed consolidated financial statements.

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STARTEK, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These financial statements reflect all adjustments (consisting only of normal recurring entries, except as noted) which, in the opinion of management, are necessary for fair presentation. Operating results during the three and six months ended June 30, 2007, are not necessarily indicative of operating results that may be expected during any other interim period of 2007 or the year ending December 31, 2007.

The consolidated balance sheet as of December 31, 2006, was derived from audited financial statements at that date, but does not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the StarTek, Inc. Annual Report on Form 10-K for the year ended December 31, 2006.

Certain reclassifications have been made to 2006 information to conform to 2007 presentation.

Unless otherwise noted in this report, any description of “us” refers to StarTek, Inc. and our subsidiaries. The assets and liabilities of our foreign operations that are recorded in foreign currencies are translated into U.S. dollars at exchange rates prevailing at the balance sheet date. Revenues and expenses are translated at the weighted-average exchange rate during the reporting period.

New Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109” (“FIN 48”). This Interpretation was effective for our fiscal year beginning January 1, 2007. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 requires the recognition of penalties and interest on any unrecognized tax benefits. Our policy is to reflect penalties and interest as part of income tax expense as they become applicable. The adoption of FIN 48 had no impact on our consolidated financial statements. We file numerous consolidated and separate income tax returns in the United States federal jurisdiction and in many state jurisdictions, as well as in Canada. Our United States federal returns and most state returns for tax years 2003 and forward are subject to examination. Canadian returns for tax years 2002 and forward are subject to examination. No United States returns are currently under audit and no extensions of statute of limitations have been granted. The 2004 and 2005 Canadian returns are currently under audit by the Canadian Revenue Agency.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS No. 157”). FAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We are currently evaluating FAS No. 157 and have not yet determined the impact, if any, that adoption of FAS No. 157 will have on our consolidated results of operations, financial condition or cash flows.

2. Impairment Losses

In accordance with FAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, we evaluate long-lived assets, including property, plant and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of specific assets or group of assets may not be recoverable. In the second quarter of 2007 senior management initiated a comprehensive review of the information technology infrastructure. As a result, in connection with the preparation of this Form 10-Q for the quarter ended June 30, 2007, we recognized impairment losses of $1.7 million related to software projects in process determined to be obsolete. In addition, on July 3, 2007, we announced plans to close our facility in Hawkesbury, Ontario, Canada, by August 30, 2007. As a result of this closure we impaired $1.3 million of facility leasehold improvements in the second quarter of 2007.

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3. Net Income Per Share

Basic and diluted net income per common share is computed on the basis of our weighted average number of common shares outstanding, as determined by using the calculations outlined below:

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2007			2006		2007			2006
Net (loss) income	$	(3,443	)	$	825	$	(3,632	)	$	2,961
Weighted average shares of common stock		14,696			14,691		14,696			14,663
Dilutive effect of stock options		—			57		—			81
Common stock and common stock equivalents		14,696			14,748		14,696			14,744
Net (loss) income per basic share	$	(0.23	)	$	0.06	$	(0.25	)	$	0.20
Net (loss) income per diluted share	$	(0.23	)	$	0.06	$	(0.25	)	$	0.20

Diluted earnings per share is computed on the basis of our weighted average number of common shares outstanding plus the effect of dilutive outstanding stock options and non-vested restricted stock using the treasury stock method. Anti-dilutive securities totaling 763 and 727 shares in the three and six months ended June 30, 2007, respectively, and 293 and 269 shares in the three and six months ended June 30, 2006, respectively, were not included in our calculation because the stock options’ exercise prices were greater than the average market price of the common shares during the periods presented.

4. Investments

As of June 30, 2007, investments available for sale consisted of corporate medium-term notes, corporate floating rate notes and government agency notes having an aggregate cost basis of $16,566 and an estimated fair value of $16,573. The estimated fair value of these notes included gross unrealized losses of $2 and gross unrealized gains of $9. All of the investments in our portfolio as of June 30, 2007, had contractual maturities of one year or less, with the exception of a $2,998 government agency note with a maturity date of two years.

As of December 31, 2006, investments available for sale consisted of corporate medium term notes and corporate floating debt with a cost basis of $5,937 and an estimated fair value of $5,933. The estimated fair value of these notes included gross unrealized losses of $4 and no gross unrealized gains. All of the investments in our portfolio as of December 31, 2006, had contractual maturities of one year or less.

We had no investments at June 30, 2007, and December 31, 2006, that had carried unrealized losses for longer than twelve months and no securities were deemed other-than-temporarily impaired during either period. We were not invested in any trading securities as of June 30, 2007, or December 31, 2006.

5. Debt

On June 27, 2007, we amended and renewed our revolving $10,000 line of credit agreement with Wells Fargo Bank, NA (the “Bank”) effective June 1, 2007. The amendment extends the last day under which the Bank will make advances under the line of credit to June 30, 2009. The tangible net worth we are required to have at December 31, 2006 was amended to $95,000, and must increase (but never decrease) at each subsequent fiscal quarter end by an amount equal to 25% of the net income (but only if positive) for each fiscal

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quarter then ended. We must generate minimum net profit after taxes of not less than $1.00 on a rolling four-quarter basis, and are not permitted to incur net losses in any two consecutive quarterly periods, nor for the quarter ending March 31, 2008. In determining such profit and loss, we may add back up to $5,000 in non-recurring non-cash charges and up to $5,000 in non-recurring cash charges incurred during the fiscal year ending December 31, 2007. We must maintain unencumbered liquid assets having an aggregate fair market value of not less than $10,000 measured at the end of each fiscal quarter. The outstanding principal balance of the note shall bear interest at either a fluctuating rate per annum 1% below the Prime Rate or at a fixed rate per annum determined by Bank to be 1.5% above LIBOR. Interest is payable on a monthly basis. No amounts were outstanding under this line of credit as of June 30, 2007 or December 31, 2006. We were in compliance with all of our debt covenants related to this facility as of June 30, 2007 and December 31, 2006.

6. Principal Clients

The following table represents the concentration of revenue from continuing operations for our principal clients. Please note that in late 2006, two of our clients, AT&T Corp. and Cingular Wireless, LLC, completed a merger, thereby further concentrating our revenue base. As a result, percentages shown in the following table may differ from those previously reported as we have combined the two entities in our calculations below. Revenue concentration by client was as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006 (1)			2007			2006 (1)
AT&T, Inc. (formerly Cingular Wireless, LLC and AT&T Corp.)		52.5	%		54.6	%		52.7	%		55.5	%
T-Mobile, a subsidiary of Deutsche Telekom		20.5	%		20.7	%		20.0	%		21.6	%

⁽¹⁾ Data shown above for AT&T, Inc. for 2006 has been adjusted from amounts previously reported on Form 10-Q for Cingular Wireless, LLC and AT&T Corp. due to the recent merger these two clients.

Our contract with Cingular Wireless, LLC (Cingular), now with AT&T, Inc. (AT&T) as a result of its acquisition of Cingular, expired in December 2006. A significant portion of that contract, including the customer care and accounts receivable management portions of the contract, has been extended for the third time through September 29, 2007 but has not yet been renewed. The remaining portion of the contract relating to the Cingular business, constituting the business care services portion of the contract, was renewed in December 2006 and expires in November 2008. During the second quarter of 2007, StarTek entered into two statements of work with AT&T, each having a term ending March 31, 2008, and StarTek amended a master services agreement with T-Mobile and entered a statement of work with T-Mobile under that master services agreement.

The loss of a principal client and/or changes in timing or termination of a principal client’s product launch, volume delivery or service offering would have a material adverse effect on our business, revenue, operating results, and financial condition. To limit our credit risk, management from time to time will perform credit evaluations of our clients. Although we are directly impacted by the economic conditions in which our clients operate, management does not believe substantial credit risk existed as of June 30, 2007.

7. Comprehensive Income

FAS No. 130, “Reporting Comprehensive Income,” establishes standards for reporting and display of comprehensive income. Comprehensive income is defined essentially as all changes in stockholders’ equity, exclusive of transactions with owners. The following represents the components of other comprehensive income:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Net (loss) income	$	(3,443	)	$	825		$	(3,632	)	$	2,961
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax		783			386			907			271
Change in fair value of derivative instruments, net of tax		206			291			443			26
Change in unrealized gain (loss) on available for sale securities, net of tax		23			(29	)		9			26
Comprehensive (loss) income	$	(2,431	)	$	1,473		$	(2,273	)	$	3,284

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We enter into foreign exchange contracts to hedge our anticipated operating commitments that are denominated in foreign currencies. The contracts cover periods commensurate with expected exposure, generally within six months, and are principally unsecured foreign exchange contracts. The market risk exposure is essentially limited to risk related to currency rate movements. During the three months ended June 30, 2007, these hedging commitments resulted in a gross unrealized gains of $330. During the six months ended June 30, 2007, these hedging commitments resulted in a gross unrealized gains of $714. During the three and six months ended June 30, 2006, these hedging commitments resulted in a gross unrealized gains of $466 and $42, respectively. These unrealized gains and losses have been recorded in other comprehensive income. These hedging commitments also resulted in $324 of realized gains during the three and six months ended June 30, 2007 and $375 and $623 of realized gains during the three and six months ended June 30, 2006, respectively. These realized gains were recognized in our consolidated statements of income during each respective period.

8. Income Taxes

The year-to-date effective tax rate changed from 27.4% during the first six months of 2006 to 1.1% in the first six months of 2007. This change was primarily a result of (a) a $1,793 tax-basis valuation allowance related to capital loss carryforwards that management does not believe will be offset by sufficient future capital gains before they expire. This valuation allowance reduced net income by $1,793 during both the three and six months ended June 30, 2007, and reduced basic and diluted earnings per share for the three and six months ended June 30, 2007, by $0.12; (b) Tax expense was offset by $364 for the six months ended June 30, 2007 due to estimated work opportunity tax credits received. No credits were received for the six months ended June 30, 2006 due to a change in tax law; (c) During the three months ended March 31, 2006, the settlement of an outstanding tax audit allowed us to release $410 of a reserve previously established for this audit. The release of this reserve had a positive effect on basic and diluted earnings per share for the six months ended June 30, 2006, of $0.03.

Differences between U.S. statutory income tax rates and our effective tax rates for the six months ended June 30, 2007 and 2006 were:

	Six Months Ended June 30,
	2007			2006
US statutory tax rate		35.0	%		35.0	%
Effect of state taxes (net of Federal benefit)		5.2	%		1.1	%
Release of reserve for state audit settlements		0.0	%		(10.1	%)
Capital loss valuation allowance		(48.8	%)		0.0	%
Work opportunity credits		9.9	%		0.0	%
Other, net		(0.2	%)		1.4	%
Total		1.1	%		27.4	%

9. Litigation

We and six of our present and former directors and officers have been named as defendants in West Palm Beach Firefighters’ Pension Fund v. StarTek, Inc., et al. (U.S. District Court, District of Colorado) filed on July 8, 2005, and John Alden v. StarTek, Inc., et al. (U.S. District Court, District of Colorado) filed on July 20, 2005. Those actions have been consolidated by the federal court. The consolidated action is a purported class action brought on behalf of all persons (except defendants) who purchased shares of our common stock in a secondary offering by certain of our stockholders in June 2004, and in the open market between February 26, 2003, and May 5, 2005 (the “Class Period”). The consolidated complaint alleges that the defendants made false and misleading public statements about us and our business and prospects in the prospectus for the secondary offering, as well as in filings with the SEC and in press releases issued during the Class Period, and that the market price of our common stock was artificially inflated as a result. The complaints allege claims under Sections 11 and 15 of the Securities Act of 1933, and under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The plaintiffs in both cases seek compensatory damages on behalf of the alleged class and award of attorneys’ fees and costs of litigation. We believe we have valid defenses to the claims and intend to defend the litigation vigorously. On May 23, 2006, we and the individual defendants moved the court to dismiss the action in its entirety. Two stockholder derivative lawsuits related to these aforementioned claims were also filed against various of our present and former officers and directors on November 16, 2005, and December 22, 2005, alleging breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets, and unjust enrichment. The derivative actions, which have been consolidated, name us as a nominal defendant. On April 18, 2006, we and the individually named defendants filed a motion to dismiss the derivative actions.

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It is not possible at this time to estimate the possibility of a loss or the range of potential losses arising from these claims. We may, however, incur material legal fees with respect to our defense of these claims. The claims have been submitted to the carriers of our executive and organization liability insurance policies. The policies have primary and excess coverage that we believe will be adequate to defend this case and are subject to a retention for securities claims. These policies provide that we are responsible for the first $1,025 in legal fees. As of July 17, 2007, we had incurred legal fees related to these lawsuits of more than 90% of our $1,025 deductible.

We have been involved from time to time in other litigation arising in the normal course of business, none of which is expected by management to have a material adverse effect on our business, financial condition or results of operations.

10. Share-Based Compensation

We maintain two equity compensation plans, the StarTek, Inc. Stock Option Plan and the Directors’ Option Plan (together, “the Plans”), for the benefit of certain of our directors, officers and employees. The compensation cost that has been charged against income for those plans, as well as for restricted stock granted outside of those plans, for the three months ended June 30, 2007 and 2006 was $344 and $99, respectively, and is included in selling, general and administrative expense. The compensation cost that has been charged for the six months ended June 30, 2007 and 2006 was $533 and $153, respectively. The total income tax benefit recognized in our Condensed Consolidated Statements of Operations related to share-based compensation arrangements was $135 and $38 for the three months ended June 30, 2007 and 2006, and $202 and $58 for the six months ended June 30, 2007 and 2006, respectively.

The StarTek, Inc. Stock Option Plan was formed in 1997 and is designed to provide stock options, stock appreciation rights, and incentive stock options (cumulatively referred to as “options”) to key employees, officers, directors (other than non-employee directors), consultants, other independent contractors and any named subsidiary designated in the plan as a participant. On May 7, 2007, our stockholders voted to increase the number of shares available under the option plan such that the option plan stipulates that up to 2,588,000 options may be granted to eligible participants and that each option is convertible to one share of StarTek, Inc. common stock. Options awards are made at the discretion of the compensation committee of the board of directors of StarTek, Inc. (the “Committee”), which is composed entirely of non-employee directors. Unless otherwise determined by the Committee, all options granted under the option plan vest 20% annually beginning on the first anniversary of the options’ grant date and expire at the earlier of: (i) ten years (or five years for participants owning greater than 10% of the voting stock) from the options’ grant date; (ii) three months after termination of employment for any reason other than cause or death; or (iii) six months after the participant’s death; or (iv) immediately upon termination for cause. We have made exceptions to these vesting provisions for certain of our executive officers and employees, which were subject to approval by the compensation committee of the board of directors. For options granted under the option plan on and after June 12, 2006, the compensation committee established a vesting schedule whereby options granted on or after such date would vest as to 25% of the shares on the first anniversary of the date of grant and 2.0833% of the shares each month thereafter for 36 months, unless otherwise approved by the compensation committee.

The Directors’ Option Plan was established to provide stock options to non-employee directors (the “Participants”) who are elected to serve on the StarTek, Inc. board of directors (the “Board”) and who serve continuously from commencement of their term. On May 7, 2007, our stockholders approved an amendment to the plan such that the Directors’ Option Plan provides for stock options to be granted for a maximum of 152,000 shares of common stock. Also pursuant to this stockholder approval, each Participant is granted options to acquire 6,000 shares of common stock upon election to serve on the Board and is automatically granted options to acquire 6,000 shares of common stock on each date they are re-elected to the Board, typically coinciding with each annual meeting of stockholders. All options granted under the Director Option Plan fully vest upon grant and expire at the earlier of: (i) the date when the Participant’s membership on the Board is terminated for cause; (ii) ten years from option grant date; or (iii) one year after the Participant’s death.

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On January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment” (“FAS No. 123(R)”) using the modified prospective method. Under the guidelines of FAS No. 123(R), pro forma disclosure is no longer an alternative. We use the Black-Scholes method for valuing stock-based awards. The assumptions used to determine the value of our stock-based awards under the Black-Scholes method are summarized below:

	Three Months Ended June 30,		Six Months Ended June 30,
	2007	2006	2007	2006
Risk-free interest rate	4.56%-4.58%	4.94% - 5.11%	4.56%-4.74%	4.94% - 5.11%
Dividend yield	0%	6.63% - 7.36%	0%	6.63% - 7.36%
Expected volatility	43.97%-50.47%	42.02% - 55.0%	43.97%-50.47%	42.02% - 55.0%
Expected life in years	4.1	4.1	4.4	4.1

The risk-free interest rate for periods within the contractual life of the option is based on either the four, five or seven year U.S. Treasury strip yield in effect at the time of grant. Expected life and volatilities are based on historical experience, which we believe will be indicative of future experience.

A summary of option activity under the Plans as of June 30, 2007, and changes during the six months then ended is presented below:

						Weighted Average		Aggregate
				Weighted Average		Remaining		Intrinsic Value
	Shares			Exercise Price		Contractual Term		(000s)
Outstanding as of January 1, 2007		940,200		$	18.58
Granted		1,018,500			9.83
Exercised		—			—
Forfeited		(374,632	)		14.74
Outstanding as of June 30, 2007		1,584,068		$	14.11		8.7	$	962
Exercisable as of June 30, 2007		443,020		$	22.65		6.5	$	19

The weighted average grant date fair value of options granted during the three and six months ended June 30, 2007, was $3.96 and $4.19, respectively. The weighted average grant date fair value of options granted during the three and six months ended June 30, 2006, was $3.06. No options were exercised during the six months ended June 30, 2007. The total intrinsic value of options exercised during the three and six months ended June 30, 2006, was $51 and $353, respectively. The fair value of nonvested shares is determined based on the closing trading price of our common shares on the grant date.

As of June 30, 2007, there was $3,620 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plans. That cost is expected to be recognized over a weighted-average period of 3.9 years. The total fair value of shares vested during the three and six months ended June 30, 2007, was $176 and $285 respectively. The total fair value of shares vested during the three and six months ended June 30, 2006, was $1,088 and $1,523, respectively.

On January 5, 2007, Mr. A. Laurence Jones was granted 30,000 restricted shares pursuant to his appointment as President and Chief Executive Officer. These shares were not granted under either the StarTek, Inc. Stock Option Plan nor the Directors’ Option Plan. The restricted shares are subject to forfeiture and lapse as to 10,000 shares on January 5, 2008 and as to 20,000 shares on January 5, 2011, provided that the restrictions on the 20,000 share tranche may lapse earlier pursuant to certain performance criteria. The performance criteria specify that the 20,000 share tranche may vest as to 10,000 shares upon certification by the compensation committee that Mr. Jones achieved at least 80% performance of specified criteria for the 2008 fiscal year and 10,000 shares upon certification by the compensation committee that Mr. Jones achieved at least 80% performance of specified criteria for the 2009 fiscal year.

11. Subsequent Events

On July 3, 2007, we announced plans to close our facility in Hawkesbury, Ontario, Canada, by August 30, 2007. The majority of the contact center agents located in Hawkesbury will be offered the opportunity to apply for positions at our Cornwall, Ontario facility. As a result of this closure, $1.3 million of leasehold improvements were impaired in the second quarter of 2007. In addition, we estimate we may recognize up to $2.0 million of additional cash expenses associated with the real estate lease and other closing costs.

In addition, on July 3, 2007 we announced plans to open a new contact center in Victoria, Texas. The facility will have a 600 seat capacity and utilize a quadrant layout, flexible furniture system and a new centralized VoIP communications architecture that will help us scale more quickly to accommodate our growth plans. On July 18, 2007, we signed a multi-year lease for the facility.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

All statements contained in this Form 10-Q that are not statements of historical facts are forward-looking statements that involve substantial risks and uncertainties. Forward-looking statements are preceded by terms such as “may,” “will,” “should,” “anticipates,” “expects,” “believes,” “plans,” “future,” “estimate,” “continue,” “intends,” “budgeted,” “projections,” “outlook” and similar expressions. The following are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, risks relating to our revenue from our principal clients, concentration of our client base in the communications industry, consolidation in the communications industry, trend of communications companies to out-source non-core services, management turnover, dependence on and requirement to recruit qualified employees, labor costs, need to add key management personnel and specialized sales personnel, considerable pricing pressure, capacity utilization of our facilities, collection of note receivable from sale of Supply Chain Management Services platform, defense and outcome of pending class action lawsuit, lack of success of our clients’ products or services, risks related to our contracts, decreases in numbers of vendors used by clients or potential clients, inability to effectively manage growth, risks associated with advanced technologies, highly competitive markets, foreign exchange risks and other risks relating to conducting business in Canada, lack of a significant international presence, potentially significant influence on corporate actions by our largest stockholder, volatility of our stock price, geopolitical military conditions, interruption to our business, increasing costs of or interruptions in telephone and data services, compliance with SEC rules, inability to renew or replace sources of capital funding, fluctuations in the value of our investment securities portfolio, and variability of quarterly operating results. These factors include risks and uncertainties beyond our ability to control, and in many cases we cannot predict the risks and uncertainties that could cause actual results to differ materially from those indicated by use of forward-looking statements. Similarly, it is impossible for management to foresee or identify all such factors. As such, investors should not consider the foregoing list to be an exhaustive statement of all risks, uncertainties, or potentially inaccurate assumptions. All forward-looking statements herein are made as of the date hereof, and we undertake no obligation to update any such forward-looking statements. All forward-looking statements herein are qualified in their entirety by information set forth in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Factors” appearing in our Annual Report on Form 10-K for the year ended December 31, 2006.

Unless otherwise noted in this report, any description of “us” or “we” refers to StarTek, Inc. and our subsidiaries. Financial information in this report is presented in U.S. dollars.

Executive Overview

StarTek is a leading provider of high value business process outsourcing services to the communications industry. We partner with our clients to meet their business objectives and improve customer retention, increase revenues and reduce costs through an improved customer experience. Our robust solutions leverage industry knowledge, best business practices, highly skilled agents, proven operational excellence and flexible technology. The StarTek comprehensive service suite includes customer care, sales support, complex order processing, accounts receivable management, technical support and other industry-specific processes. We provide these services from 19 operational facilities in the US and Canada.

Our business is providing high-end customer service offerings through the effective deployment of people and technology such that our clients can focus on their core business and preserve capital. Our service offering includes customer care, sales support, complex order processing, accounts receivable management and other industry-specific processes. We are well positioned to help our clients implement the convergence of product lines, including wireline, wireless, cable and broadband. Under each service offering, we deliver a transparent extension of our clients’ brands. Our success is driven by our people, who we believe are industry trained experts in providing the communications industry with proven business practices and solutions to help our clients achieve their business goals. Our ability to deliver exceptional service to our clients is enhanced by our technology infrastructure. Through our technology, we are able to rapidly respond to ever-changing client demands in a tailored, yet cost-effective and efficient, manner. We are capable of handling large call volumes at each of our contact centers through our reliable and scalable contact center solutions. We staff our IT personnel such that we can support our infrastructure and still have the capability to design programs to meet the specific needs of our clients.

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We seek to become a market leader in providing high-value services to clients in the communications industry. Our approach is to develop relationships with our clients that are partnering and collaborative in nature and create industry-based solutions to meet our clients’ business needs. Our belief is that our company is differentiated based on our industry expertise, our reputation for operational excellence, our flexible technology, and our people. To be a leader in the market, our strategy is to:

• grow our existing client base by deepening and broadening our relationships,

• add new clients in the communications segment and continue to diversify our client base,

• improve the profitability of our business through operational improvements and securing higher margin business,

• add new services to broaden our offering to the communications segment and

• make prudent acquisitions to expand our business scale and service offerings.

Compared to the second quarter of 2006, revenue decreased 1.2% in the second quarter of 2007. This was driven by the temporary closing of the Petersburg facility, lower FTE due to continued staffing pressures, and lower training revenue, partially offset by new business, improved pricing, and productivity. Our gross margins increased as a result of improved pricing and productivity and customer mix. However, operating margins declined as selling, general, and administrative costs increased due to investments in human resources, information technology, sales, and other corporate expenses. Three non-cash items affected earnings in the second quarter of 2007. The first was a $1.7 million impairment charge related to software projects that were determined to be obsolete. The second was a $1.3 million impairment of leasehold improvements relating the closure of the Hawkesbury facility, announced in July 2007. The last was additional tax expense of $1.8 million from a valuation allowance relating to capital loss carryforwards that we do not believe will be offset by sufficient future capital gains prior to their expiration. This resulted in second quarter 2007 net loss and diluted loss per share of $3.4 million and $0.23, respectively.

For the six months ended June 30, 2007, revenue decreased 0.1% compared to the same period in the prior year. This revenue totals were affected by the same factors that affected the second quarter. Gross margins decreased as a result of higher costs associated with the support of new call centers that were not operating for the entire first six months of 2006 and a stronger Canadian dollar. These increased fixed costs caused gross profit dollars to decrease 2.9%. Selling, general and administrative costs increased $3.5 million as a result of the factors described above as well as severance charges in the first quarter of 2007. The net loss and diluted loss per share for the six month period ended June 30, 2007 is $3.6 million and $0.25, respectively. This loss is primarily driven by the three non-cash expenses described above.

Our cash, cash equivalents and investments increased $4.3 million from December 31, 2006, to $43.7 million as of June 30, 2007, primarily due to working capital gains; specifically, a decrease in accounts receivable. Working capital remained relatively flat at $66.3 million as of June 30, 2007, compared to $65.7 million at December 31, 2006.

Results of Operations

The following table sets forth certain unaudited condensed consolidated income statement data as a percentage of revenue from continuing operations (dollars in thousands):

	Three Months Ended June 30,										Six Months Ended June 30,
	2007					2006					2007					2006
Revenue	$	58,832		100.0	%	$	59,525		100.0	%	$	116,479		100.0	%	$	116,630		100.0	%
Cost of services		50,295		85.5	%		51,321		86.2	%		99,032		85.0	%		98,654		84.6	%
Gross profit		8,537		14.5	%		8,204		13.8	%		17,447		15.0	%		17,976		15.4	%
Selling, general and administrative expenses		9,040		15.4	%		7,389		12.4	%		18,432		15.8	%		14,962		12.8	%
Operating (loss) profit		(503	)	-0.9	%		815		1.4	%		(985	)	-0.8	%		3,014		2.6	%
Impairment losses		(3,018	)	-5.1	%		—		0.0	%		(3,018	)	-2.6	%		—		0.0	%
Net interest and other income (expense)		143		0.2	%		533		0.9	%		331		0.3	%		1,066		0.9	%
(Loss) income before taxes		(3,378	)	-5.7	%		1,348		2.3	%		(3,672	)	-3.2	%		4,080		3.5	%
Income tax (expense) benefit		(65	)	-0.1	%		(523	)	-0.9	%		40		0.0	%		(1,119	)	-1.0	%
Net (loss) income	$	(3,443	)	-5.9	%	$	825		1.4	%	$	(3,632	)	-3.1	%	$	2,961		2.5	%

Revenue. Compared to the second quarter of 2006, revenue decreased 1.2% in the second quarter of 2007. This was driven by the temporary closing of the Petersburg facility, lower FTE due to continued staffing pressures, and lower training revenue, partially offset by new business, improved pricing, and productivity. Revenue decreased 0.1% in the six months ended June 30 2007 due to the same factors as those affecting the second quarter.

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Cost of Services and Gross Profit. During the second quarter of 2007, cost of services decreased $1.0 million compared to the second quarter of 2006. Gross profit increased $0.3 million between the same periods. Gross margin improved from 13.8% during the second quarter of 2006 to 14.5% during the second quarter of 2007. Gross profit increased due to higher margins from new business and improved pricing from two of our existing clients, offset by both lower FTE, resulting in lower utilization, and a stronger Canadian dollar in the second quarter of 2007. For the six months ended June 30, 2007, gross profit decreased $0.5 million. This was a result of higher costs associated with the support of new call centers that were not operating for the entire first six months of 2006 and a stronger Canadian dollar.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $1.7 million, or 22.3%, during the second quarter of 2007 compared to the same quarter of 2006 due to investments in human resources, information technology, sales, and other corporate expenses. This is driven by higher bonus accrual and option expense, increased deprecation from the implementation of a new data warehouse, increased staffing to support the larger business infrastructure, and higher commissions and recruiting fees experienced in the second quarter of 2007. For the six months ended June 30, 2007, selling, general and administrative expenses increased $3.5 million, due to severance charges of $0.8 million in the first quarter of 2007 as well as the factors described above.

Operating Profit. The second quarter of 2007 generated an operating loss of $0.5 million compared to operating profit of $0.8 million during the same quarter of 2006. The decline was driven by increased selling, general, and administrative costs, as discussed previously. For the six months ended June 30, 2007, we had an operating loss of $1.0 million compared to an operating profit of $3.0 million for the same period in the prior year. This was again driven by increased selling, general, and administrative costs, as discussed previously, as well as the lower gross profit.

Impairment Losses. In the second quarter of 2007 we incurred two impairment losses. The first was for $1.7 million relating to software projects that were determined to be obsolete. The second was for $1.3 million of leasehold improvements relating to the closure of the Hawkesbury facility, announced in July 2007.

Net Interest and Other Income. Net interest and other income declined $0.4 million during the second quarter of 2007, compared to the same period in the previous year. This decline was due to increased debt servicing costs related to two long-term debt facilities entered into in November 2006. For the six months ended June 30, 2007, net interest and other income declined $0.7 million due to the same factors as affected the second quarter.

Income Tax Expense. During the second quarter of 2007, we had tax expense of $0.1 million. Although we were in a pre-tax loss position in the second quarter, tax benefits were offset by $1.8 million due to a valuation allowance relating to capital loss carryforwards that we do not believe will be offset by sufficient future capital gains prior to their expiration. This charge was partially offset by work opportunity tax credits that had a net effect of reducing tax expense by $0.4 million. These factors also affected the six months ended June 30, 2007, where the tax benefit was $0.04 million.

Net Income. Our business generated a net loss of $3.4 million during the second quarter of 2007 compared to net income of $0.8 million in the same period of 2006. For the six months ended June 30, 2007, our business generated a net loss of $3.6 million, compared to net income of $3.0 million in the same period of 2006. In both cases, this loss was driven by increases in selling, general and administrative expense and the non-cash impact of the impairment charges relating to software projects and the Hawkesbury closure, as well as the valuation allowance relating to capital loss carryforwards, as described previously.

Liquidity and Capital Resources

As of June 30, 2007, we had working capital of $66.3 million, which was relatively unchanged from $65.7 million at December 31, 2006. Cash generated from operating activities was $12.9 million during the six months ended June 30, 2007.

We have historically financed our operations, liquidity requirements, capital expenditures, and capacity expansion primarily through cash flows from operations, and to a lesser degree, through various forms of debt and leasing arrangements. In addition to funding basic operations, our primary uses of cash typically relate to capital expenditures to upgrade our existing information technologies and service offerings, investments in our facilities and, historically, the payment of dividends. We believe that cash flows from operations and cash

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provided by short-term borrowings, when necessary, will adequately meet our ongoing operating requirements and scheduled principal and interest payments on existing debt. Any significant future expansion of our business may require us to secure additional cash resources. Our liquidity could be significantly impacted by large cash requirements to expand our business or a decrease in demand for our services, particularly from any of our principal clients, which could arise from a number of factors, including, but not limited to, competitive pressures, adverse trends in the business process outsourcing market, industry consolidation, adverse circumstances with respect to the industries we service, and any of the other factors we describe more fully in the “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2006.

Net Cash Provided by Operating Activities. Net cash provided by operating activities increased $5.6 million for the six months ended June 30, 2007, compared to the same period in 2006. This increase was largely attributable to decreases in accounts receivable and deferred tax assets, offset by increases in income tax receivable and a net loss for the quarter. The decrease in accounts receivable was driven by the timing of a payment received from one of our large customers. Deferred tax assets declined as a result of establishing a valuation allowance of $1.8 million against a deferred tax asset related to capital loss carryforwards. Income tax receivable increased as a result of the loss for the quarter, as well as true-ups related to the 2006 Canadian tax return.

Net Cash Used In Investing Activities. Net cash used in investing activities was $16.8 million during the first six months of 2007 compared to net cash used in investing activities of $0.2 million in the same period of 2006. This change was driven by changes in our investment activity. Through the first half of 2007, investment activity resulted in $10.6 million of net purchases as we continued to invest cash generated by operations. During the first half of 2006, investment activity resulted in net proceeds of $12.8 million. Purchases of property, plant and equipment resulted in a cash expenditure of $13.3 million in the first half of 2006 as we invested in the build-out of three new call center facilities.

During the remainder of 2007, we anticipate using most of our capital expenditures for capacity expansion, continued information technology infrastructure improvements, and development of new service offerings as we see fit. Some of these expenditures will be used to develop a new site in Victoria, Texas, which was leased in July 2007 and is expected to open in the fourth quarter of 2007. We may use our capital expenditures towards further capacity expansion when and if it is needed. Our actual capital expenditures may vary depending on the infrastructure required to give quality service to our clients based on our continual assessment of capacity needs. We believe our existing facilities, including the facility we are currently developing in Victoria, Texas, are adequate for our current operations. Additional capacity expansion may be required to support our future growth. While we strive to make the best use of the operating facilities we have, management intends to maintain a certain amount of excess capacity to enable us to readily provide for the needs of new clients and the increasing needs of existing clients.

Net Cash Used in Financing Activities. In January 2007, our board of directors announced that we would not be paying a dividend for the foreseeable future. This, in turn, resulted in a $7.3 million decrease in cash used in financing activities during the six month period ended June 30, 2007, when compared with the same period in 2006.

Outstanding Debt. We currently have four debt facilities in use: a $10.0 million secured equipment loan with a $1.8 million remaining balance, a $10.0 million unsecured revolving line of credit with no borrowings outstanding, a $9.6 million Canadian dollar secured equipment loan with an $8.4 million Canadian dollar balance outstanding, and a $4.9 million secured promissory note with a $4.3 million balance outstanding.

Secured Equipment Loan. Borrowings under the $10.0 million secured equipment loan bear interest at a fixed rate of 3.65% per annum. The loan is secured by certain furniture, telephone and computer equipment. As of June 30, 2007, we had $1.8 million outstanding under this loan, all of which was classified as current portion of long-term debt.

Line of Credit. From time to time, we may borrow under our $10.0 million line of credit for general corporate purposes, including working capital requirements, capital expenditures, and other purposes related to expansion of our capacity. At June 30, 2007, we had no amounts outstanding on this line of credit. Borrowings under this line of credit bear interest at the lender’s prime rate less 1%, which was 8.25% as of June 30, 2007, although for certain borrowings, we may elect to pay a fixed rate equal to LIBOR plus 1.5%. We believe a hypothetical 10.0% increase in interest rates would not have a material adverse effect on our financial position. Increases in interest rates would, however, increase interest expense associated with future variable-rate borrowings by us, if any. We have not historically hedged our interest rates with respect to this or any of our other loans and we do not expect to hedge these rates in the future. As of June 30, 2007, we were in compliance with the all financial covenants pertaining to our line of credit. This line of credit is renewed every two years at the option of Wells Fargo and was last renewed in June of 2007.

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Canadian Dollar Secured Equipment Loan. On November 17, 2006, StarTek Canada Services, Ltd., one of our subsidiaries, borrowed approximately $9.6 million Canadian dollars from Wells Fargo Equipment Finance Company, Inc. These borrowings are guaranteed by StarTek, Inc. and our subsidiary, StarTek USA, Inc., and are secured by fixed assets and tenant improvements at certain of our Canadian facilities. Under the guarantee agreement, if StarTek Canada Services, Ltd. fails to pay its obligations under the loan agreement when due, the loan guarantors agree to punctually pay any indebtedness, along with interest and certain expenses incurred on behalf of Wells Fargo Equipment Finance Company, Inc. to enforce the guarantee, to Wells Fargo Equipment Finance Company, Inc. The loan will be repaid in 48 monthly installments of $225 thousand, which reflects an implicit annual interest rate of 5.77%. We may elect to prepay amounts due under this loan provided that we notify Wells Fargo Equipment Finance Company, Inc. at least 30 days prior in writing and that we pay a prepayment premium, as stipulated in the loan agreement. As of June 30, 2007, we had $8.4 million Canadian, or $7.8 million U.S. dollars, outstanding under this loan.

Secured Promissory Note. On November 17, 2006, our subsidiary, StarTek USA, Inc., borrowed approximately $4.9 million from Wells Fargo Equipment Finance, Inc. The loan will be repaid with interest in 48 monthly installments of $115 thousand. The borrowings bear interest at an annual rate of 6.38% and are secured by fixed assets and tenant improvements at certain of our U.S. facilities. The borrowings may be repaid early without penalty. As of June 30, 2007, approximately $4.3 million was outstanding under this note. The promissory note is guaranteed by StarTek, Inc. and our subsidiary, StarTek Canada Services, Ltd. Under the guarantee agreement, if StarTek USA, Inc. fails to pay its obligations under the loan agreement when due, the guarantors agree to full and prompt payment of each and every debt, liability and obligation of every type and description that StarTek USA, Inc. may now or in the future owe.

Dividend Information. On January 22, 2007, our board of directors announced it would not declare a quarterly dividend on our common stock in the first quarter of 2007, making the dividend paid in November 2006 the last quarterly dividend that will be paid in the foreseeable future. We plan to invest in growth initiatives in lieu of paying dividends. We had been paying quarterly dividends since August of 2003.

Contractual Obligations. Other than operating leases for certain equipment and real estate and commitments to purchase goods and services in the future, in each case as reflected in the table below, we have no off-balance sheet transactions, unconditional purchase obligations or similar instruments and we are not a guarantor of any other entities’ debt or other financial obligations, other than the Canadian Dollar Secured Equipment Loan and the Secured Promissory Note, as described previously. The following table presents a summary, by period, of the future contractual obligations and purchase obligations we have entered into as of June 30, 2007:

	Less Than		One to Three		Four to		More than
	One Year		Years		Five Years		Five Years		Total
Long-term debt (1)	$	5,169	$	7,181	$	1,607	$	—	$	13,957
Operating leases (2)		3,947		10,244		3,332		122		17,645
Purchase obligations (3)		1,348		794		—		—		2,142
Total contractual obligations	$	10,464	$	18,219	$	4,939	$	122	$	33,744

(1)	Long-term debt consists of our $10.0 million, 3.65% fixed rate equipment loan, our Canadian dollar secured equipment loan and our secured promissory note as discussed previously, and debt associated with our Greeley North facility, which is forgiven at a rate of $26 thousand per year as long as we remain in the facility.
(2)	We lease facilities and equipment under various non-cancelable operating leases.
(3)	Purchase obligations include commitments to purchase goods and services that in some cases may include provisions for cancellation.

Other Factors Impacting Liquidity. Effective November 4, 2004, our board of directors authorized purchases of up to $25 million of our common stock. The repurchase program will remain in effect until terminated by the board of directors and will allow us to repurchase shares of our common stock from time to time on the open market, in block trades and in privately-negotiated transactions. Repurchases will be implemented by the Chief Financial Officer consistent with the guidelines adopted by the board of directors from time to time and will depend on market conditions and other factors. Any repurchased shares will be made in accordance with SEC rules. We have not yet repurchased any shares pursuant to this board authorization.

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Our business currently has a high concentration on a few principal clients. The loss of a principal client and/or changes in timing or termination of a principal client’s product launch or service offering would have a material adverse effect on our business, liquidity, operating results, and financial condition. These client relationships are further discussed in Note 6 “Principal Clients,” to our Condensed Consolidated Financial Statements, which are included at Item 1, Financial Information, of this Form 10-Q. To limit our credit risk, management from time to time will perform credit evaluations of our clients. Although we are directly impacted by the economic conditions in which our clients operate, management does not believe substantial credit risk existed as of June 30, 2007.

Although management cannot accurately anticipate effects of domestic and foreign inflation on our operations, management does not believe inflation has had, or is likely in the foreseeable future to have, a material adverse effect on our results of operations or financial condition.

Variability of Operating Results

We have experienced and expect to continue to experience some quarterly variations in revenue and operating results due to a variety of factors, many of which are outside our control, including: (i) timing and amount of costs incurred to expand capacity in order to provide for volume growth from existing and future clients; (ii) changes in the volume of services provided to principal clients; (iii) expiration or termination of client projects or contracts; (iv) timing of existing and future client product launches or service offerings; (v) seasonal nature of certain clients’ businesses; (vi) cyclical nature of certain high technology clients’ businesses; and (vii) movements of foreign exchange rates.

Because we service relatively few large clients, the availability of cash is highly dependent on the timing of cash receipts from accounts receivable. As a result, from time to time, we borrow cash from our line of credit to cover short-term cash needs. These borrowings are typically outstanding for a short period of time before they are repaid. However, our debt balance can fluctuate significantly during any given quarter as part of our ordinary course of business. Accordingly, our debt balance at the end of any given quarter is not necessarily indicative of the debt balance at any other time during that period.

Critical Accounting Estimates

In preparing our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management must undertake decisions that impact the reported amounts and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and assumptions upon which accounting estimates are based. Management applies its best judgment based on its understanding and analysis of the relevant circumstances to reach these decisions. By their nature, these judgments are subject to an inherent degree of uncertainty. Accordingly, actual results may vary significantly from the estimates we have applied.

Our critical accounting estimates are consistent with those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2006. Please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 31, 2006, for a complete description of our Critical Accounting Estimates.

Item 3: Quantitative and Qualitative Disclosure About Market Risk

In the normal course of business, we are exposed to certain market risks related to changes in interest rates and other general market risks, equity market prices, and foreign currency exchange rates. We have established an investment portfolio policy which provides for, among other things, investment objectives and portfolio allocation guidelines. This policy was last amended in October 2006. All of our investment decisions are currently supervised or managed by our Chief Financial Officer.

This discussion contains forward-looking statements subject to risks and uncertainties. Actual results could vary materially as a result of a number of factors, including but not limited to, changes in interest and inflation rates or market expectations thereon, equity market prices, foreign currency exchange rates, and those factors set forth in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2006.

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Interest Rate Sensitivity and Other General Market Risks

Cash and Cash Equivalents. At June 30, 2007, we had $27.1 million in cash and cash equivalents. Approximately $12.1 million of this cash was invested in various money market funds, commercial paper and floating rate demand notes which matures within 90 days of purchase at a combined weighted average interest rate of approximately 5.4%. Cash and cash equivalents are not restricted. We consider cash equivalents to be short-term, highly liquid investments readily convertible to known amounts of cash, and so near their maturity they present insignificant risk of changes in value because of changes in interest rates. We do not expect any substantial loss with respect to our cash and cash equivalents as a result of interest rate changes, and the estimated fair value of our cash and cash equivalents approximates original cost.

Outstanding Debt. We currently have four debt facilities in use: a $10.0 million secured equipment loan with a $1.8 million remaining balance, a $10.0 million unsecured revolving line of credit with no borrowings outstanding, a $9.6 million Canadian dollar secured equipment loan with an $8.4 million Canadian dollar balance outstanding, and a $4.9 million secured promissory note with a $4.3 million balance outstanding.

$10.0 Million Secured Equipment Loan. Borrowings under the $10.0 million secured equipment loan bear interest at a fixed rate of 3.65% per annum. As of June 30, 2007, we had $1.8 million outstanding under this loan.

Line of Credit. From time to time, we may borrow under our $10.0 million line of credit for general corporate purposes, including working capital requirements, capital expenditures, and other purposes related to expansion of our capacity. At June 30, 2007, we had no amounts outstanding on this line of credit. Borrowings under this line of credit bear interest at the lender’s prime rate less 1%, which was 8.25% as of June 30, 2007, although for certain borrowings, we may elect to pay a fixed rate equal to LIBOR plus 1.5%. We believe a hypothetical 10.0% increase in interest rates would not have a material adverse effect on our financial position. Increases in interest rates would, however, increase interest expense associated with future variable-rate borrowings by us, if any. We have not historically hedged our interest rates with respect to this or any of our other loans and we do not expect to hedge these rates in the future. As of June 30, 2007, we were in compliance with the all financial covenants pertaining to our line of credit. This line of credit is renewed every two years at the option of Wells Fargo and was last renewed in June of 2007.

Canadian Dollar Secured Equipment Loan. On November 17, 2006, StarTek Canada Services, Ltd., one of our subsidiaries, borrowed approximately $9.6 million Canadian dollars from Wells Fargo Equipment Finance Company, Inc. These borrowings are guaranteed by StarTek, Inc. and our subsidiary, StarTek USA, Inc., and are secured by fixed assets and tenant improvements at certain of our Canadian facilities. The loan will be repaid in 48 monthly installments of $225 thousand, which reflects an implicit annual interest rate of 5.77%. We may elect to prepay amounts due under this loan provided that we notify Wells Fargo Equipment Finance Company, Inc. at least 30 days prior in writing and that we pay a prepayment premium, as stipulated in the loan agreement. As of June 30, 2007, we had $8.4 million Canadian dollars, or $7.8 million U.S. dollars, outstanding under this loan.

Secured Promissory Note. On November 17, 2006, our subsidiary, StarTek USA, Inc., borrowed approximately $4.9 million from Wells Fargo Equipment Finance, Inc. The promissory note is guaranteed by StarTek, Inc. and our subsidiary, StarTek Canada Services, Ltd. The loan will be repaid with interest in 48 monthly installments of $115. The borrowings bear interest at an annual rate of 6.38% and are secured by fixed assets and tenant improvements at certain of our U.S. facilities. The borrowings may be repaid early without penalty. As of June 30, 2007, approximately $4.3 million was outstanding under this note.

Investments Available for Sale. At June 30, 2007, we had investments available for sale which, in the aggregate, had a cost basis and a fair market value of $16.6 million. At June 30, 2007, investments available for sale consisted of corporate medium-term notes, corporate floating rate notes and government agency notes. Our investment portfolio is subject to interest and inflation rate risks and will fall in value if market interest and/or inflation rates or market expectations relating to these rates increase.

The fair market value of and estimated cash flows from our investments in corporate debt securities are substantially dependent upon the credit worthiness of certain corporations expected to repay their debts to us. If such corporations’ financial condition and liquidity adversely changes, our investments in these bonds would be materially and adversely affected.

18

The table below provides information as of June 30, 2007, about maturity dates and corresponding weighted average interest rates related to certain of our investments available for sale:

	Weighted
	Average
	Interest																	Fair
	Rates			1 Year		2 Years		3 Years		4 Years		5 Years		Thereafter		Total		Value
Corporate debt securities		5.12	%	$	13,566		3,000		—		—		—		—	$	16,566	$	16,573
Total				$	13,566		3,000		—		—		—		—	$	16,566	$	16,573

Our cash and cash equivalents also included approximately $12.1 million in commercial paper with maturities of less than three months that bear interest at a weighted average rate of 5.4%.

Management believes we have the ability to hold the foregoing investments until maturity, and therefore, if held to maturity, we would not expect the future proceeds from these investments to be affected, to any significant degree, by the effect of a sudden change in market interest rates. Declines in interest rates over time will, however, reduce our interest income derived from future investments.

Foreign Currency Exchange Risks

Our Canadian subsidiary’s functional currency is the Canadian dollar, which is used to pay labor and other operating costs in Canada. If an arrangement provides for us to receive payments in a foreign currency, revenue realized from such an arrangement may be lower if the value of such foreign currency declines. Similarly, if an arrangement provides for us to make payments in a foreign currency, cost of services and operating expenses for such an arrangement may be higher if the value of such foreign currency increases. For example, a 10% change in the relative value of such foreign currency could cause a related 10% change in our previously expected revenue, cost of services, and operating expenses. If the international portion of our business continues to grow, more revenue and expenses will be denominated in foreign currencies, which increases our exposure to fluctuations in currency exchange rates.

Approximately 39.9% of our expenses during the second quarter of 2007 were paid in Canadian dollars. A portion of our Canadian operations generate revenues denominated in U.S. dollars. During the second quarter of 2007, we purchased $18.0 million in Canadian dollars for $16.2 million in U.S. dollars under Canadian dollar forward contracts with Wells Fargo Bank in order to hedge our foreign currency risk with respect to these costs. We realized a gain related to these forward contracts of $324 in the second quarter. As of June 30, 2007, we had $335 in derivative assets associated with foreign exchange contracts. As of June 30, 2007, we had contracted to purchase $38.4 million Canadian dollars to be delivered periodically through March 2008 at a purchase price which is no more than $36.0 million and no less than $33.7 million. We plan to continue to hedge our exposure to fluctuations in the Canadian dollar relative to the U.S. dollar, primarily through the use of forward purchase contracts.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures.

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), management, with the participation of our chief executive officer and interim chief financial officer, evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our chief executive officer and interim chief financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2007.

Changes in internal controls over financial reporting.

There was no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2007, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

19

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We and six of our present and former directors and officers have been named as defendants in West Palm Beach Firefighters’ Pension Fund v. StarTek, Inc., et al. (U.S. District Court, District of Colorado) filed on July 8, 2005, and John Alden v. StarTek, Inc., et al. (U.S. District Court, District of Colorado) filed on July 20, 2005. Those actions have been consolidated by the federal court. The consolidated action is a purported class action brought on behalf of all persons (except defendants) who purchased shares of our common stock in a secondary offering by certain of our stockholders in June 2004, and in the open market between February 26, 2003, and May 5, 2005 (the “Class Period”). The consolidated complaint alleges that the defendants made false and misleading public statements about us and our business and prospects in the prospectus for the secondary offering, as well as in filings with the SEC and in press releases issued during the Class Period, and that the market price of our common stock was artificially inflated as a result. The complaints allege claims under Sections 11 and 15 of the Securities Act of 1933 (the “Securities Act”), and under Sections 10(b) and 20(a) of the Exchange Act. The plaintiffs in both cases seek compensatory damages on behalf of the alleged class and award of attorneys’ fees and costs of litigation. We believe we have valid defenses to the claims and intend to defend the litigation vigorously. On May 23, 2006, we and the individual defendants moved the court to dismiss the action in its entirety. Two stockholder derivative lawsuits related to these aforementioned claims were also filed against various of our present and former officers and directors on November 16, 2005, and December 22, 2005, alleging breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets, and unjust enrichment. The derivative actions, which have been consolidated, name us as a nominal defendant. On April 18, 2006, we and the individually named defendants filed a motion to dismiss the derivative actions.

It is not possible at this time to estimate the possibility of a loss or the range of potential losses arising from these claims. We may, however, incur material legal fees with respect to our defense of these claims. The claims have been submitted to the carriers of our executive and organization liability insurance policies. The policies have primary and excess coverage that we believe will be adequate to defend this case and are subject to a retention for securities claims. These policies provide that we are responsible for the first $1.0 million in legal fees. As of August 1, 2007, we had incurred legal fees related to these suits of more than 90% of our $1.0 million deductible.

We have been involved from time to time in other litigation arising in the normal course of business, none of which is expected by management to have a material adverse effect on our business, financial condition or results of operations.

Item 1a. Risk Factors

There have been no material changes in our risk factors from those disclosed in our 2006 Annual Report on Form 10-K.

20

Item 4. Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of StarTek, Inc. was held on May 7, 2007. Stockholders were invited to vote, by proxy or in person, for or against four items. The results of the vote were as follows:

					Abstain/
	For		Against		Withhold		Broker Non-Vote
Election of Directors
Ed Zschau		13,218,777		—		559,551
Kay Norton		13,105,141		—		673,187
Albert C. Yates		13,219,483		—		558,845
A. Laurence Jones		13,222,881		—		555,447
Ratify Appointment of Ernst & Young LLP as independent auditors of the company for the year ending December 31, 2007		13,716,669		38,772		22,786
Amendment of Stock Option Plan to increase the maximum number of shares available for award under the plan from 2,100,000 to 2,588,000		9,456,131		1,318,838		54,757		2,948,602
Amendment of Directors’ Stock Option Plan to increase the maximum number of shares available for award under the plan from 140,000 to 152,000 and to increase the number of shares for which options are granted to a participant upon initial election to the board of directors and upon re-election to the board of directors from 3,000 to 6,000		9,750,949		1,050,180		28,597		2,948,602

21

Item 6. Exhibits

Exhibit No.	Description
3.1	Restated Certificate of Incorporation of the Company (incorporated herein by reference to Form S-1 Registration Statement filed with the Securities and Exchange Commission on January 29, 1997).
3.2	Restated Bylaws of the Company (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on August 2, 2007).
3.3	Certificate of Amendment to the Certificate of Incorporation of StarTek, Inc. filed with the Delaware Secretary of State on May 21, 1999 (incorporated herein by reference to Form 10-K Annual Report filed with the Securities and Exchange Commission on March 8, 2000).
3.4	Certificate of Amendment to the Certificate of Incorporation of StarTek, Inc. filed with the Delaware Secretary of State on May 23, 2000 (incorporated herein by reference to Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 14, 2000).
4.1	Specimen Common Stock certificate (incorporated herein by reference to Amendment No. 1 to Form S-1 Registration Statement filed with the Securities and Exchange Commission on March 7, 1997).
10.99	Third Amendment to Credit Agreement and Revolving Line of Credit Note, each dated as of June 1, 2007 (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on July 3, 2007).
10.100	Extension of term of contract by and between StarTek, Inc. and AT&T Mobility, LLC (f/k/a Cingular Wireless, LLC) for certain call center services signed April 16, 2007.
10.101	Extension of term of contract by and between StarTek, Inc. and AT&T Mobility, LLC (f/k/a Cingular Wireless, LLC) for certain call center services signed June 11, 2007.
10.102	Extension of term of contract by and between StarTek, Inc. and AT&T Mobility, LLC (f/k/a Cingular Wireless, LLC) for certain call center services dated effective July 29, 2007.
10.103 &	Agreement Order for AT&T Mobile Solutions Order Processing & Customer Care Services statement of work by and between StarTek, Inc. and AT&T Services, Inc. signed June 21, 2007.
10.104 &	Agreement Order for High Speed Service Delivery between StarTek, Inc. and AT&T Services, Inc. signed May 2, 2007.
10.105 &	Agreement Order for Tier III Service Management by and between StarTek, Inc. and AT&T Services, Inc. signed May 2, 2007.
10.106 &	Agreement Order for EMBR Program between StarTek, Inc. and AT&T Crop. signed June 15, 2007.
10.107 &	Amendment No. 2 to Service Partner Services Agreement between StarTek USA, Inc. and T-Mobile USA, Inc. signed May 3, 2007.
10.108 †	Amendment to terms of employment of Michael Griffith made May 11, 2007.
10.109 †	Offer letter for Doug Pontious dated March 26, 2007.
10.110 †	Amendment to employment agreement of A. Laurence Jones signed July 9, 2007.
10.111 †	Amendment No. 6 to StarTek, Inc. Stock Option Plan (incorporated by reference to Form S-8 filed with the Securities and Exchange Commission on May 9, 2007).
10.112 †	Amendment No. 3 to StarTek, Inc. Directors’ Stock Option Plan (incorporated by reference to Form S-8 filed with the Securities and Exchange Commission on May 9, 2007).
10.113 †	2007 Sales Commission Plan.
10.114 †	2007 Incentive Bonus Plan.
31.1	Certification of A. Laurence Jones pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Written Statement of the Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

22

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

/s/ A. LAURENCE JONES A. Laurence Jones	President, Chief Executive Officer and Interim Chief Financial Officer	Date: August 7, 2007
	(Principal Executive Officer and
	Principal Financial Officer)
/s/ Sylvia A. Church Sylvia A. Church	Vice President and Controller (Principal Accounting Officer)	Date: August 7, 2007

23

Exhibit Index

Exhibit No.	Description
3.1	Restated Certificate of Incorporation of the Company (incorporated herein by reference to Form S-1 Registration Statement filed with the Securities and Exchange Commission on January 29, 1997).
3.2	Restated Bylaws of the Company (incorporated herein by reference to Form 8-K filed with the Securities and Exchange Commission on August 2, 2007).
3.3	Certificate of Amendment to the Certificate of Incorporation of StarTek, Inc. filed with the Delaware Secretary of State on May 21, 1999 (incorporated herein by reference to Form 10-K Annual Report filed with the Securities and Exchange Commission on March 8, 2000).
3.4	Certificate of Amendment to the Certificate of Incorporation of StarTek, Inc. filed with the Delaware Secretary of State on May 23, 2000 (incorporated herein by reference to Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 14, 2000).
4.1	Specimen Common Stock certificate (incorporated herein by reference to Amendment No. 1 to Form S-1 Registration Statement filed with the Securities and Exchange Commission on March 7, 1997).
10.99	Third Amendment to Credit Agreement and Revolving Line of Credit Note, each dated as of June 1, 2007 (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on July 3, 2007).
10.100	Extension of term of contract by and between StarTek, Inc. and AT&T Mobility, LLC (f/k/a Cingular Wireless, LLC) for certain call center services signed April 16, 2007.
10.101	Extension of term of contract by and between StarTek, Inc. and AT&T Mobility, LLC (f/k/a Cingular Wireless, LLC) for certain call center services signed June 11, 2007.
10.102	Extension of term of contract by and between StarTek, Inc. and AT&T Mobility, LLC (f/k/a Cingular Wireless, LLC) for certain call center services dated effective July 29, 2007.
10.103 &	Agreement Order for AT&T Mobile Solutions Order Processing & Customer Care Services statement of work by and between StarTek, Inc. and AT&T Services, Inc. signed June 21, 2007.
10.104 &	Agreement Order for High Speed Service Delivery between StarTek, Inc. and AT&T Services, Inc. signed May 2, 2007.
10.105 &	Agreement Order for Tier III Service Management by and between StarTek, Inc. and AT&T Services, Inc. signed May 2, 2007.
10.106 &	Agreement Order for EMBR Program between StarTek, Inc. and AT&T Crop. signed June 15, 2007.
10.107 &	Amendment No. 2 to Service Partner Services Agreement between StarTek USA, Inc. and T-Mobile USA, Inc. signed May 3, 2007.
10.108 †	Amendment to terms of employment of Michael Griffith made May 11, 2007.
10.109 †	Offer letter for Doug Pontious dated March 26, 2007.
10.110 †	Amendment to employment agreement of A. Laurence Jones signed July 9, 2007.
10.111 †	Amendment No. 6 to StarTek, Inc. Stock Option Plan (incorporated by reference to Form S-8 filed with the Securities and Exchange Commission on May 9, 2007).
10.112 †	Amendment No. 3 to StarTek, Inc. Directors’ Stock Option Plan (incorporated by reference to Form S-8 filed with the Securities and Exchange Commission on May 9, 2007).
10.113 †	2007 Sales Commission Plan.
10.114 †	2007 Incentive Bonus Plan.
31.1	Certification of A. Laurence Jones pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Written Statement of the Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

24

EX-10.100

EXHIBIT 10.100

AMENDMENT GAAMD-STAR030707-03 To
PROVIDER MASTER SERVICES AGREEMENT

This Amendment GAAMD-STAR030707-03 effective as of the date it has been signed by both parties (“Effective Date”), between StarTek USA, Inc. (“StarTek”), a Delaware corporation, and AT&T Mobility LLC, a Delaware limited liability company, f/k/a Cingular Wireless LLC (“AT&T Mobility”), on behalf of itself and its Affiliates, amends that certain Provider Master Service Agreement dated January 1, 2002, as amended.

RECITALS

WHEREAS, AT&T Mobility and StarTek entered into a Provider Master Service Agreement on January 1, 2002 (the “MSA”);

WHEREAS AT&T Mobility and StarTek executed Amendment No. 001 to the MSA dated April 1, 2004 incorporating a Statement of Work (“SOW”) to provide services to AT&T Mobility;

WHEREAS AT&T Mobility and StarTek desire to amend the term of the MSA and the term of the SOW;

NOW THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants contained herein, the parties agree to amend the MSA and SOW as follows:

1. Section IV. “Term” of the SOW is hereby deleted in its entirety and it is replaced with the following:

“IV. ‘Term’ This SOW shall begin on April 1, 2004 (“Effective Date”) and end on May 31, 2007.”

2. Section 8. “Term and Extension of Relationship” of the MSA is hereby deleted in its entirety and it is replaced with the following:

“8. Term and Extension of Relationship

This MSA is effective as of March 21, 2002 (‘Effective Date’) and ends on May 31, 2007.”

3. Except as amended by this Amendment GAAMD-STAR030707-03, the MSA and SOW are not otherwise modified, revoked or superseded and remain in full force and effect.

4. This Amendment supersedes that certain “GAAMD-STARSTAR1A-02 To CALL CENTER SERVICES ORDER 1A” signed by the parties on February 26 and March 1, 2007, which is hereby rescinded.

IN WITNESS WHEREOF, the parties execute this Amendment as of the Effective Date.

AT&T Mobility LLC	StarTek USA, Inc.
By: /s/ George Foley	By: /s/ Chad A. Thorpe
Printed Name: George Foley	Printed Name: Chad A. Thorpe
Title: ED MI	Title: Regional Vice President
Date: 4/16/2007	Date: March 27, 2007

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T Mobility, StarTek, their affiliated
companies and their third party representatives, except under written Agreement by the contracting Parties.

EX-10.101

EXHIBIT 10.101

AMENDMENT GAAMD-STAR060407-002 to
PROVIDER MASTER SERVICES AGREEMENT

This Amendment GAAMD-STAR060407-002 effective as of June 1, 2007 between StarTek USA, Inc. (“StarTek”), a Delaware corporation, and AT&T Mobility LLC, (“AT&T Mobility”)a Delaware limited liability company, on behalf of itself and its Affiliates, amends that certain Provider Master Service Agreement dated January 1, 2002.

RECITALS

WHEREAS, AT&T Wireless Services, Inc. and StarTek entered into a Provider Master Service Agreement on January 1, 2002 (the “MSA”);

WHEREAS the parties agree that AT&T Wireless Services, Inc. may assign the MSA and all statements of work there under to AT&T Mobility;

WHEREAS AT&T Mobility and StarTek desire to amend the term of the MSA;

NOW THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants contained herein, the parties agree to amend the MSA as follows:

1. The MSA is hereby assigned from AT&T Wireless Services, Inc. to AT&T Mobility LLC, which assumes all rights and obligations thereunder.

2. Section 8. “Term and Extension of Relationship” of the MSA is hereby deleted in its entirety and it is replaced with the following:

“8. Term and Extension of Relationship

This MSA is effective as of March 21, 2002 (‘Effective Date’) and ends on July 29, 2007.”

3. Except as amended by this Amendment GAAMD-STAR060407-002, the MSA and all responsibilities are not otherwise modified, revoked or superseded and remain in full force and effect.

IN WITNESS WHEREOF, the parties execute this Amendment as of the date stated above.

AT&T Mobility LLC	StarTek USA, Inc.
By: /s/ George Atchison	By: /s/ A. L. Jones
Printed Name: George Atchison	Printed Name: A. L. Jones
Title: Senior Contract Manager	Title: President & CEO
Date: 6/8/07	Date: 5/6/07

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T Mobility, StarTek, their
affiliated companies and their third party representatives, except under written Agreement by the contracting Parties.

AMENDMENT GAAMD-STAR060407-02 To
STATEMENT OF WORK

This Amendment GAAMD-STAR060407-02 effective as of June 1, 2007, between StarTek USA, Inc. (“StarTek”), a Delaware corporation, and AT&T Mobility LLC, (“AT&T Mobility”) a Delaware limited liability company, on behalf of itself and its Affiliates, amends that certain Statement of Work dated April 1, 2004,

RECITALS

WHEREAS, AT&T Wireless Services, Inc. and StarTek entered into a Provider Master Service Agreement on January 1, 2002 (the “MSA”);

WHEREAS, AT&T Wireless and StarTek agreed to assign the MSA to AT&T Mobility;

WHEREAS Amendment No. 001 to the MSA dated April 1, 2004 incorporated a Statement of Work (“SOW”);

WHEREAS AT&T Mobility and StarTek desire to amend the term of the SOW;

NOW THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants contained herein, the parties agree to amend the SOW as follows:

1. IV. “Term” of the SOW is hereby deleted in its entirety and it is replaced with the following:

“IV. ‘Term’ This SOW shall begin on April 1, 2004 (“Effective Date”) and end on July 29, 2007.”

2. Except as amended by this Amendment GAAMD-STAR060407-02, the SOW is not otherwise modified, revoked or superseded and remains in full force and effect.

IN WITNESS WHEREOF, the parties execute this Amendment as of the date stated above.

AT&T Mobility LLC	StarTek USA, Inc.
By: /s/ George Atchison	By: /s/ A. L. Jones
Printed Name: George Atchison	Printed Name: A. L. Jones
Title: Senior Contract Manager	Title: President & CEO
Date: 6/11/07	Date: 6/6/07

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T Mobility, StarTek, their
affiliated companies and their third party representatives, except under written Agreement by the contracting Parties.

EX-10.102

EXHIBIT 10.102

AMENDMENT GAAMD-STAR072307-01 to
PROVIDER MASTER SERVICES AGREEMENT

This Amendment GAAMD-STAR072307-01 effective as of July 29, 2007 between StarTek USA, Inc. (“StarTek”), a Delaware corporation, and AT&T Mobility LLC, (“AT&T Mobility”)a Delaware limited liability company, on behalf of itself and its Affiliates, amends that certain Provider Master Service Agreement dated January 1, 2002.

RECITALS

WHEREAS, AT&T Wireless Services, Inc. and StarTek entered into a Provider Master Service Agreement on January 1, 2002 (the “MSA”);

WHEREAS the parties agree that AT&T Wireless Services, Inc. may assign the MSA and all statements of work there under to AT&T Mobility;

WHEREAS AT&T Mobility and StarTek desire to amend the term of the MSA;

NOW THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants contained herein, the parties agree to amend the MSA as follows:

1. The MSA is hereby assigned from AT&T Wireless Services, Inc. to AT&T Mobility LLC, which assumes all rights and obligations thereunder.

2. Section 8. “Term and Extension of Relationship” of the MSA is hereby deleted in its entirety and it is replaced with the following:

“8. Term and Extension of Relationship

This MSA is effective as of March 21, 2002 (‘Effective Date’) and ends on September 29, 2007.”

3. Except as amended by this Amendment GAAMD-STAR072307-01, the MSA and all responsibilities are not otherwise modified, revoked or superseded and remain in full force and effect.

IN WITNESS WHEREOF, the parties execute this Amendment as of the date stated above.

AT&T Services, Inc. on behalf off AT&T Mobility LLC	StarTek USA, Inc.
By: /s/ George Atchison	By: /s/ Patrick Hayes
Printed Name: George Atchison	Printed Name: Patrick Hayes
Title: Senior Contract Manager	Title: COO
Date: 7/30/07	Date: 27 July 2007

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T Mobility, StarTek, their affiliated
companies and their third party representatives, except under written Agreement by the contracting Parties.

AMENDMENT GAAMD-STAR072307-05 To
STATEMENT OF WORK

This Amendment GAAMD-STAR072307-05 effective as of the date it has been signed by both parties (“Effective Date”), between StarTek USA, Inc. (“StarTek”), a Delaware corporation, and AT&T Mobility LLC, (“AT&T Mobility”)a Delaware limited liability company, on behalf of itself and its Affiliates, amends that certain Provider Master Service Agreement dated January 1, 2002, as amended.

RECITALS

WHEREAS, AT&T Wireless and StarTek entered into a Provider Master Service Agreement on January 1, 2002 (the “MSA”);

WHEREAS AT&T Wireless and StarTek agreed to assign the Master Services Agreement to AT&T Mobility;

WHEREAS AT&T Wireless executed Amendment No. 001 dated April 1, 2004 incorporating a Statement of Work (“SOW”) to provide services to AT&T Wireless;

WHEREAS AT&T Mobility and StarTek desire to amend the term of the of the SOW;

NOW THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants contained herein, the parties agree to amend the MSA and SOW as follows:

1. Section IV. “Term” of the SOW is hereby deleted in its entirety and it is replaced with the following:

“IV. ‘Term’ This SOW shall begin on April 1, 2004 (“Effective Date”) and end on September 29, 2007.”

2. Except as amended by this Amendment GAAMD-STAR072307-05, the SOW is not otherwise modified, revoked or superseded and remain in full force and effect.

IN WITNESS WHEREOF, the parties execute this Amendment as of the Effective Date.

AT&T Services on behalf of AT&T Mobility LLC	StarTek USA, Inc.
By: /s/ George Atchison	By: /s/ Patrick Hayes
Printed Name: George Atchison	Printed Name: Patrick Hayes
Title: Senior Contract Manager	Title: COO
Date: 8/1/2007	Date: 27 July 2007

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T Mobility, StarTek, their affiliated
companies and their third party representatives, except under written Agreement by the contracting Parties.

EX-10.103

EXHIBIT 10.103

“AT&T MOBILE SOLUTIONS^SM ORDER PROCESSING &
CUSTOMER CARE SERVICES”

20070105.006.S.004

Between

STARTEK, INC.

And

AT&T SERVICES, INC.

* Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission. An asterisk within brackets denotes omission.

Agreement No. 20070105.006.C
Order No. 20070105.006.S.004
AT&T Mobile SolutionsSM Order Processing & Customer Care Services
Page 1 of 5

AGREEMENT ORDER# 20070105.006.S.007
“AT&T MOBILE SOLUTIONS^SM ORDER PROCESSING & CUSTOMER CARE SERVICES”

This Order is by and between Startek, Inc. a Delaware corporation (“Supplier”) and AT&T Services, Inc., a Delaware corporation (“AT&T”), and shall be governed pursuant to the terms and conditions of Agreement Number 20070105.006.C. Any terms and conditions in this Order that modify or change the terms and conditions of Agreement Number 20070105.006.C shall apply to this Order only.

1. Description of Material and/or Services:

Supplier agrees to perform Order Processing and Customer Care Services (“Work”), for the AT&T Mobile Solutions^SM program as described in Attachment A dated April 1, 2007. Whenever the word “Program(s)” shall appear, the same shall mean “Work”.

2. Duration of Order:

This Order, effective on the date when signed by the last Party (“Effective Date”), will continue in effect for a term expiring on March 31, 2008, unless it is Cancelled or Terminated before that date. The Parties may extend the term of this Agreement beyond that date by mutual written agreement. The terms and conditions of this Order cover all Services started prior to the execution of this Order, from April 1, 2007 up until execution of this Order.

3. Location:

Supplier shall perform the Work at the following location(s):

• Greeley, CO — Assuming sufficient order and call volumes, a minimum of 60 reps shall perform the work at this location (or such other Domestic location as may be agreed upon by the parties) during the first year of the Term, unless otherwise requested by AT&T in writing to increase/decrease this volume.

• Collinsville, VA — This location will be used for Disaster Recovery, i.e. re-routing and handling of calls in the event that Greeley, CO location is incapacitated and as outlined in Startek Disaster Recovery Plan attached hereto and made a part of this Agreement.

Any change in location(s) must be approved in advance by AT&T, pursuant to a written amendment signed by the parties.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

Agreement No. 20070105.006.C
Order No. 20070105.006.S.004
AT&T Mobile SolutionsSM Order Processing & Customer Care Services
Page 2 of 5

4. Pricing Schedule:

This PRICING SCHEDULE shows the amounts to be paid to Supplier for Work to be performed under this Order following receipt and acceptance by AT&T as follows:

Compensation: AT&T shall compensate Supplier on an hourly basis, pursuant to the following rates. Such production hourly rate shall apply to the number of Mobility Agent Full Time Equivalents (“FTE”) authorized in writing by AT&T. Invoices shall be submitted based on the number of “actual” hours worked based on time and title per month and hours worked shall exclude any non-production activity, including but not limited to lunchtime, break time, holidays, vacations, sick-time.

Supplier shall be compensated on a production hour basis.

Order Processing and Tier I Customer Care: 24 x 7 x 365 (Universal Agents)

	*Hourly Rate
Monthly FTE Volumes	US Based
0 — 100	$[*]
101 — 200	$[*]
200 +	$[*]

Mobility Service Delivery Manager (MSDM)

	*Hourly Rate
Monthly FTE Volumes	US Based
1 — 10	$[*]
11 -20	$[*]
21 +	$[*]

Dedicated Escalation Manager

	*Hourly Rate
Monthly FTE Volumes	US Based
1 — 10	$[*]

Training**	85% of the hourly rate
**AT&T directed: growth, (i.e., FTE volume increase), process changes (including P2), and training required due to AT&T system enhancements. Does not include refresher, continuation, retread/re-training, or attrition training, which shall be at Contractor’s sole cost and expense.
Postage	Pass-thru, at cost

* The Production Hourly Rates are fully loaded rates for all work that may be required by Supplier under this Program, which includes, but is not be limited to:

1.	Training — (initial training, and attrition training), as described in Section D.
2.	Designated Training Managers
3.	Dedicated Universal Agent Area Manager/Supervisor
4.	Dedicated MSDM Area Manager/Supervisor
5.	Designated Reports Analyst
6.	Dedicated Program Manager
7.	Designated Quality Assurance Manager(s)

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

Agreement No. 20070105.006.C
Order No. 20070105.006.S.004
AT&T Mobile SolutionsSM Order Processing & Customer Care Services
Page 3 of 5

8.	Gatekeeping
9.	Non Ordering Data Gathering
10.	Project Management
11.	Clerical & support functions
12.	Expediting
13.	Troubleshooting
14.	Travel and Living
15.	Pagers
16.	Development and issuance of reports as described in Section S
17.	Recruiting
18.	Processing Downtime Forms
19.	Systems Access and Requirements as described in Section E.
20.	Systems — Managing and Maintaining equipment and access as described in Section E.
21.	Telecommunication (voice and data) Costs
22.	Copies

5. Payment:

Payment shall be made monthly based on Work completed and accepted in prior month.

6. Invoices/Billing Information:

Invoices against this Order shall include Agreement 20070105.006.S.004 and reflect the current Purchase Order Billing Number tbd and shall be submitted to the following:

If Supplier is enabled to transact business with AT&T using the internet-based Ariba Supplier Network (“ASN”), Supplier agrees to submit invoices in electronic form to AT&T’s Accounts Payable organization through the ASN. If Supplier is not so enabled, it agrees to submit invoices to AT&T Accounts Payable, PO Box 66960, St. Louis, MO. 63166-6960. Supplier shall submit invoices promptly upon the later of (1) completion of shipment of all the deliverables, or (2) receiving notice that the Work has been completed to AT&T’s reasonable satisfaction. Invoices shall contain such information as AT&T may reasonably request. Unless this Agreement calls for payment at a later time, invoices shall be payable forty-five (45) days after receipt of an accurate invoice by AT&T’s Accounts Payable organization. Payment of invoices shall not waive AT&T’s rights to inspect, test or reject.

Copies with all supporting documentation to be sent to:

$[*]
AT&T Corp.
402.614.7024
$[*]

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

Agreement No. 20070105.006.C
Order No. 20070105.006.S.004
AT&T Mobile SolutionsSM Order Processing & Customer Care Services
Page 4 of 5

7. Project Manager/Point of Contact:

The project manager and/or point of contact shall be:

$[*]
AT&T Corp.
732.706.5558
$[*]

8. Name of Affiliate Ordering Services:

AT&T Corp.

9. AT&T’s Contract Manager:

AT&T’s Contract Representative is as follows:

$[*]
AT&T Corp.
1C146A
One AT&T Way
Bedminster, NJ 07921
Email: $[*]
Phone: $[*]

10. Supplier Representative:

Supplier’s Representative is as follows:

$[*]
Director of Client Services
StarTek, Inc.
100 Garfield St
Denver, CO 80206
Phone: $[*]
$[*]

11. Maximum Expenditure:

Maximum expenditures under this Order shall not exceed [*] dollars ($[*]). Subject to this maximum and notwithstanding any other provisions in this Order, the total amount payable by AT&T for the Work shall be determined by applying the stated rate of compensation to the Work actually performed by Supplier. Supplier shall not render Work and AT&T shall not be required to pay for Work in excess of the amount above, unless Supplier has first secured an amendment to this Order authorizing the increased expenditure.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

Agreement No. 20070105.006.C
Order No. 20070105.006.S.004
AT&T Mobile SolutionsSM Order Processing & Customer Care Services
Page 5 of 5

IN WITNESS WHEREOF, the Parties have caused this Order to be executed, which may be in duplicate counterparts, each of which will be deemed to be an original instrument, as of the date the last Party signs.

STARTEK, INC.		AT&T SERVICES, INC.
By:	/s/ A. L. Jones	By:	/s/ Keith Connolly
Printed Name: A. L. Jones		Printed Name: Keith Connolly
Title:	CEO	Title: Vice President, Global Strategic Sourcing
Date:	6/21/07	Date:	6/7/07
		On behalf of AT&T Corp.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

Order No. 20070105.006.S.004
Attachment A
AT&T Mobile SolutionsSM Order Processing & Customer Care Services
Page 1 of 22

AT&T BUSINESS WORLDWIDE CUSTOMER SERVICE
AT&T MOBILE SOLUTIONS^SM ORDER PROCESSING & CUSTOMER CARE SERVICES
Statement of Work

APRIL 1, 2007

A. Work Description

Supplier shall provide services to AT&T for Order Processing and Customer Care for the AT&T Mobile Solutions^SM program (hereinafter “Program” or “Programs”) as described below.

Mobility Order Processing

Supplier shall perform Order Processing services associated with the AT&T Mobile Solutions^SM program for new and existing AT&T customers using AT&T processes and AT&T provided ordering systems as defined by AT&T. Supplier shall provide Mobility Agents to perform the Ordering process defined herein, in order to place various types of Mobility Orders to AT&T: New, Adds, Moves, Changes, or Disconnects. For the orders assigned to the Supplier by AT&T, the Supplier will carry out the functions listed below, managing to Completion the greatest number of orders possible. “Completion” is defined as in the Touchpoints Requirements shown below.

Ordering Process:

• Accept customer / sales requests (including, but not limited to, move service (port-in and port-away), new service, change service, and disconnect service) via inbound customer call or via an electronic to-do list (“Resource Mailbox”) of order management work tasks and work items associated with order processing

• Assign orders received in Resource Mailbox to individual Mobility Agents within two (2) hours of receipt.

• Verify completeness of received customer information, including verifying accuracy of promotion and related codes to effect accurate billing.

• Data gathering with customer, internal parties, or AT&T provided inventory systems to obtain complete data set to place order.

• Issue request for services through the appropriate AT&T provided system / process.

• Order tracking and order reject management.

• Provide regular status to customers and related AT&T internal parties (including expected and firm due dates).

• Resolve any jeopardies (which is defined as any problems arising with or from the Work)

• Confirm customer receipt of wireless handsets/hardware.

• Ensure correct billing of order.

• Transfer customers to appropriate AT&T centers, including but not limited to care, maintenance, billing, and non-wireless representatives.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

Order No. 20070105.006.S.004
Attachment A
AT&T Mobile SolutionsSM Order Processing & Customer Care Services
Page 2 of 22

Subsequent to order submission, Supplier’s Mobility Order Processing responsibilities shall include, but will not be limited to the following:

• Retrieve reports from AT&T systems to verify all orders placed are correct;

• Review current contractual information in AT&T systems;

• Complete spreadsheets only when such orders are provided by the customer on a spreadsheet;

• Participate in Customer requested conference calls when appropriate;

• Ensure that the order completes by due date;

• Monitor and resolve orders for jeopardy and reject status;

• Communicate with the customer via phone, system or email at specific intervals within the provisioning cycle, including, but not limited to:

• Confirm receipt

• Estimated due date

• Firm due date

• Project completion

• Audit of orders for accurate coding in all associated and impacting AT&T or Supplier databases,

• Identify all issuance errors and following up on subsequent correcting orders to assure accurate billing,

• Audit order issuance and billing rejects to assure timely and accurate billing aka reject/discord/errors management,

• Issue orders to correct inaccurate billing and confirming completion,

• Confirm completion of orders and bill post to assure timely billing

• Refer non-wireless order activity to appropriate AT&T ordering centers

• Provide outbound correspondence if necessary, to properly fulfill certain customer requests.

In addition to the above ordering responsibilities, the following additional tasks may be necessary for Port (in or away) orders:

• For Orders that experience errors due to port fallout, customer will be notified of possible order delay due to porting. Customer will continue to be notified until port/order completion and as necessary confirmation of turn-up by the customer.

• Necessary information must be obtained to mitigate port error which may include additional fact finding with the customer. Items including but not limited to: password/pin; SSN; billing name and billing account number from Other Service Provider (OSP) bill. The customer may be requested to have number/port guard removed from their existing OSP account.

• Special off-line work activities may be needed in support of porting fallout.

Supplier will comply with AT&T’s Touchpoint requirements shown below. In the event jeopardy occurs, the Mobility Agent will troubleshoot and resolve the issue within four (4) hours of the jeopardy occurring. “Mobility Agent” is defined as the Supplier’s dedicated full-time equivalent employee(s) performing services that support the AT&T’s Program.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

Order No. 20070105.006.S.004
Attachment A
AT&T Mobile SolutionsSM Order Processing & Customer Care Services
Page 3 of 22

In the event that Mobility Agent or AT&T representative identifies an issue that warrants escalation, e.g., critical dates with regard to access delivery not met /or/ access delivered by AT&T’s fulfillment center(s), the Mobility Agent shall follow AT&T escalation procedures as described in Section H, Escalation Process.

Touchpoint Requirements

Touchpoint #1 (this Touchpoint only applies to orders not received directly from a customer): Within ¹/2 day of order assignment, Supplier’s Mobility Agent sends an email and places a follow-up call to the originator of the order (AT&T sales and/or the customer) to indicate that they have been assigned to work the order.

Touchpoint #2: (applies to all order types) Within ¹/2 day of order acceptance by provisioning from AT&T’s systems, Supplier’s Mobility Agent emails client and order originator with details including order number, estimated order completion date — this activity may be automated through the Ordering systems. For port orders that experience fallout or other issues, customer will be notified of possible delay due to porting and all issues that are contributing to the delay. Customer will continue to be notified daily (minimum) as progress is made and due dates are assigned. For all accounts, Customer Telecom Manager will be notified with daily summary letter via email indicating status of all unfulfilled orders.

Touchpoint #3: For new or add orders, Within ¹/2 day of receipt of a firm order shipment confirmation from AT&T’s system, Supplier’s Mobility Agent sends an email and places a follow-up call to the customer advising them that their wireless device has been shipped — this activity may be automated through the Ordering systems; For a move, change, or disconnect order, Within 1/2 day of receipt of firm order due date, Supplier’s Mobility Agent sends an email and places a follow-up call to the customer advising them of the order due date.

Touchpoint # 4 — For new or add orders, One day after expected shipment receipt date, Supplier’s Mobility Agent contacts the customer to confirm that order was received and verifies that their service is working. For move or change orders, within 1 day after order due date, Supplier’s Mobility Agent contacts to customer to confirm that activity has completed and is working as ordered. If service is not working as ordered, the Mobility Agent assists customer in obtaining support through an appropriate Care Agent.

For tracking and SLA purposes, AT&T and Supplier will use 1 day, but it is AT&T’s expectation and Supplier agrees to use best efforts to have its Mobility Agents conduct Touchpoint within ¹/2 day of trigger. This shall apply to all touchpoints shown above.

Additional Responsibilities:

Supplier shall be responsible for all activities supporting the Ordering process such as training as outlined in Section D. Training, metric support and management, communication and compliance of process issues / changes, and escalation/exception management.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

Order No. 20070105.006.S.004
Attachment A
AT&T Mobile SolutionsSM Order Processing & Customer Care Services
Page 4 of 22

Mobility Service Delivery Manager

In addition to Ordering responsibilities, Supplier shall provide services to AT&T through Mobility Service Delivery Managers (“MSDM”). MSDMs responsibilities are outlined below. Such MSDM positions shall be compensated pursuant to the Hourly Rate shown in Section 4. PRICING SCHEDULE.

Mobility Service Delivery Managers shall perform the following functions:

• Provide Project Management support of Wireless Orders

•	Use all appropriate tools/process documents to follow current processes
	Retrieve and create projects in AT&T project management system
•	Communicate with AT&T to receive correct information to complete project management system

• Receive completion status from AT&T provided system-generated emails and reporting tools.

• Retrieve/correct then validate all errors that occur during the account set-up process.

• Close all tasks in AT&T provided system and update project.

• Validate required entries are correct in AT&T provided systems.

• Update project management system with order completion status.

• Request Mobility Agent assignment via Mobility Gatekeeper for data gathering/ordering process to begin. The Gatekeeper position is the Supplier’s single point of contact, responsible for receiving and distributing the work to the Mobility Agents.

• Close the project following Bill Preview/Review

• Identify the billing hierarchy structure with the customer.

• Gather pooling information.

• Gather invoice locations.

• Gather names and ID’s of customer user groups.

• Gather equipment available to user groups per customer request

• Gather customer portal information for handoff to ordering portal team

• Verify gathered data is complete.

• Prepare account profile information for handoff to AT&T’s designated Client Services group.

• Work with designated AT&T group to create billing hierarchy.

• Contact AT&T’s Sales Account Executive of account specific information to inform customers to begin the ordering process.

• Send bulk orders on spreadsheet to the Mobility Agent Gatekeeper when appropriate.

• The MSDM will preview and the first Wireless bill and then review it with the customer.

• Validate all wireless bill components are correct per customer request.

• Validate that Pricing for each of the bill components requested by the customer is accurate.

• Contact the AT&T’s billing representative (billing architect) and/or customer for clarification of bill components as necessary.

• Notify the Mobility Agent and/or AT&T’s designated client service group of bill preview result.

• Review the wireless bill with the customer and ensure their satisfaction with the billing.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

Order No. 20070105.006.S.004
Attachment A
AT&T Mobile SolutionsSM Order Processing & Customer Care Services
Page 5 of 22

• Note bill preview/review as complete for the Wireless portion in project management system.

AT&T Mobile Solutions^SM Customer Care Services

Supplier shall provide services to AT&T for AT&T Mobile Solutions^SM Customer Care.

Supplier shall perform Customer Care services associated with wireless services for new and existing AT&T business customers, using AT&T processes and systems as defined by AT&T. Supplier shall perform the wireless Customer Care, which is defined as Supplier accepting and resolving customer inquiries regarding Tier I Maintenance, Tier I Billing, and Basic Wireless Usage as outlined and defined below:

Supplier shall perform the following Customer Care functions:

• Provide high-quality service to customers by meeting and/or exceeding DMOQ’s;

• Document process requirements and log in appropriate data bases and systems;

• Refer ordering activity to Mobility Agent and monitor them through on-line and manual systems;

• Review all methods and procedures provided by AT&T, etc. on a daily basis for updates;

• Handle each customer inquiry by greeting customer properly, establishing rapport, conducting appropriate fact finding, providing accurate and complete information, displaying professionalism, resolving inquiries and meeting all commitments, following established call flows deemed appropriate and defined by AT&T;

• Tracking and reporting activities, errors and progress on a regular basis;

• Take action by transferring proper escalations when necessary in accordance with Section H, Escalation Process

• Supplier’s Mobility Agents shall possess the following competencies:

• Professionalism

• Courteousness

• Excellent customer service skills

• Accuracy and completeness

• Administrative

• Internet/browser/email knowledge

• PC/application experience

• Customer facing skills

• Help desk

• Intermediate database use

• Technical skills for data connectivity

• Provide outbound correspondence, if necessary, to properly fulfill certain customer requests;

• Attempt to complete customer requests and inquiries with the customer on line.

• Complete all callbacks in accordance with the following:

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

Order No. 20070105.006.S.004
Attachment A
AT&T Mobile SolutionsSM Order Processing & Customer Care Services
Page 6 of 22

a. Any customer request or inquiry must be completed as defined by AT&T

b. Outbound calling may result as part of resolving a billing inquiry or customer verification of a customer’s account.

• Transfer calls or redirect customer to the appropriate AT&T designated contact(s) or third party vendor(s), should inquiries be made about services or products outside the scope of customer care activities for which the Mobility Agent has been trained. AT&T will provide Supplier with information necessary for Mobility Agents to fulfill this task.

1. Customer Account Maintenance (Tier I)

Supplier shall perform and manage the following maintenance activities for AT&T’s business wireless customers:

• Customer call receipt, triage as directed by AT&T desk level procedures

• Create trouble tickets in AT&T’s system and provide relevant status; update trouble ticket log

• Disposition call as directed by AT&T

• Troubleshooting which may include:

• Verify service order status / line features provisioned in all applicable systems

• Verify equipment is activated / programmed

• Check for recent activation activity

• Power cycle checklist

• Verify coverage area

• Basic test call / trouble validation

• Error message screening

• Service activation when necessary

• Referral to AT&T Tier II maintenance per AT&T’s guidelines

• Transfer misdirected calls to appropriate party, which includes but is not limited to other AT&T contacts.

• Apply outage adjustments

• If necessary, referral to Mobility Agent for necessary order activity, if ordering activity is being performed by a different Mobility Agent

2. Billing

Supplier shall perform and manage the following billing activities for AT&T’s business wireless customers:

• Customer call receipt

• Access Wireless billing and inventory systems to research and answer basic billing inquiries including, but not limited to, inquiries regarding charges and balance.

• Research and resolve disputes and issue corrective action/credits per AT&T guidelines.

• If necessary, referral to Mobility Agent for necessary order activity to correct billing errors, if ordering activity is being performed by a different Mobility Agent

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

Order No. 20070105.006.S.004
Attachment A
AT&T Mobile SolutionsSM Order Processing & Customer Care Services
Page 7 of 22

3. Basic Wireless Usage

Supplier shall accept calls regarding basic inquiries regarding, but not limited to, customer education on AT&T Wireless services and processes, wireless handset/hardware usage and features, wireless services features and functionality, and data functionality.

Supplier Roles and Responsibilities — applies to both Order Processing and Customer Care

Supplier’s Mobility Agents shall provide customer satisfaction for their handling of customers from start to resolution, which includes the following:

• Supplier shall perform all necessary after call support (e.g. an offline customer commitment generated when a customer calls and makes a request for an order (e.g. a change in services), adjustment, re-rate, an error correction, or any other activity that cannot be completed during the immediate customer contact), which shall include performing all follow-up work, needed to update accounts.

• Adhere to AT&T’s documented call quality guidelines as provided by AT&T.

• Review, implement and comply with AT&T advisories and process changes as provided by AT&T.

• Adhere to documented processes provided by AT&T to track and report work activities and progress.

Supplier shall provide Area Manager/Supervisor(s) who shall be responsible for Mobility Agent performance, which includes the following:

• Provide leadership and supervision to Mobility Agents.

• Conduct monthly development sessions with each Mobility Agent to discuss performance.

• Manage adherence to AT&T’s documented call quality guidelines set forth in this Order and in Section G, DMOQs.

• Review, implement and comply with AT&T’s documented processes to track and report work activities and progress as described in Section S, Reports / Status Requirements.

• Provide on-going quality improvement, which includes, but is not limited to, Mobility Agent performance, reporting, Supplier’s work processes, customer care functions, and escalation management. Supplier shall communicate to AT&T on a quarterly basis, all quality initiatives that Supplier implemented.

Supplier shall provide a dedicated Program Manager position, which is responsible for, but not limited to, the following:

• Act as primary interface between AT&T and Supplier’s personnel assigned to the Program.

• Oversee personnel assigned to the Program, including performance, process adherence, communication, and reporting functions.

• Review, implement and/or comply with AT&T’s documented processes.

• Adhere to AT&T’s call quality guidelines and provide team coaching as appropriate

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

Order No. 20070105.006.S.004
Attachment A
AT&T Mobile SolutionsSM Order Processing & Customer Care Services
Page 8 of 22

• Provide on-going quality improvement, and communicate all quality initiatives implemented on a quarterly basis to AT&T.

• Ensure each employee receives training as defined in Section D, Training.

• Escalation Resolution as defined in Section H, Escalation Process

Supplier shall provide a Mobility Gatekeeping function for monitoring the Ordering Resource Mailbox or other AT&T worklist for new orders, assign the orders to a Mobility Agent, and maintain a database of such assignments.

B. Hours/Days of Operation

Supplier shall provide Mobility Ordering, and Mobility Service Delivery services:

Monday through Friday, from 8:00 AM Eastern Time until 8:00 PM Eastern Time

Supplier shall provide Mobility Customer Care services (Tier I) on a 7 x 24 x 365 basis

In addition, services authorized by AT&T in writing shall be provided, as determined by AT&T, outside normal business hours to complete special projects where appropriate. Supplier shall provide, at no additional charge to AT&T, pagers to all Suppliers supervisory positions for after-hours contact.

C. Volume and Forecasting Process

Supplier will provide the necessary staffing to process Mobility Ordering and Customer Care support as defined by AT&T. AT&T will regularly prepare, with assistance from the Supplier, a ninety (90) day Full Time Equivalent (“FTE”) forward looking volume forecast, which will include the projected volumes of Wireless orders and Customer Care calls (“Volume Forecast”). The FTE Volume Forecast will be provided thirty (30) days in advance of the start of the applicable months. Supplier shall use this forecast to prepare staffing requirements for the upcoming month and shall provide sufficient staff to meet such volume forecasts.

AT&T estimate Volume Forecast, based on an expected average of 90 new business accounts per month is as follows:

• Order Processing Estimated Monthly Volume — An average of [*] orders per month (As defined in Section 4. PRICING SCHEDULE)

• Customer Care Estimated Monthly Volume - An average of [*] customer care calls per month

AT&T may need to adjust (i.e. lower or raise) the 30 day FTE Volume Forecast after it has been issued (“Revised FTE Volume Forecast”). In such case, Supplier agrees to work with AT&T in making reasonable adjustments, and any compensation will be calculated against the adjusted Revised FTE Volume Forecast. Supplier shall adhere to any Revised FTE Volume Forecasts that are mutually agreed upon by AT&T and Supplier prior to the beginning of the applicable month. If AT&T fails to submit to Supplier a Volume FTE Forecast as required herein, Supplier will use the most recent Volume Forecast.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

Order No. 20070105.006.S.004
Attachment A
AT&T Mobile SolutionsSM Order Processing & Customer Care Services
Page 9 of 22

SUPPLIER AGREES THAT ANY FORECASTS FURNISHED BY AT&T SHALL NOT CONSTITUTE COMMITMENTS

D. Training

AT&T will provide various training programs for the Program. If AT&T has an existing training program relating to particular work at the time of execution of this Agreement, AT&T may provide such training program to Supplier, at AT&T’s sole discretion, to allow Supplier to train its employees. If additional training programs are necessary to train individuals to provide the Program, Supplier and AT&T will jointly develop such training programs; such training programs shall become the sole property of AT&T.

Supplier shall provide, at Supplier’s facilities, a training and education staff for all new hire and supplemental training for all Mobility Agents, as part of the Program requirements. Supplier warrants that this training and education staff will have extensive knowledge of wireless communication and skill requirements mentioned herein. Supplier shall provide a quality training program that ensures proficiency in both basic wireless communications and customer care soft skills. Supplier agrees that Agents shall receive, at a minimum, the following training:

• Basic wireless communications: Minimum curriculum requirements necessary to provide new associates with a basic knowledge of wireless communications.

• Computer literacy (including email, Excel, Word, PowerPoint, Access Database)

• Customer care skills (e.g., handling difficult customers, customer dissatisfactions, objections, etc.)

• Ordering functions (data gathering, order management, order validation, escalation / expedite activity, etc.)

• Product / services knowledge (The applications, components, etc. of wireless services and understanding of how the services work and the various components.)

• AT&T Systems (functionality and compliance) including, but not limited to the systems listed in Section E, Systems and Telephony

Training class size shall be no greater than 20 Agents without AT&T’s written approval.

As new AT&T processes are developed, which may require additional training approved by AT&T, such training and shall be reimbursed pursuant to the Training rate shown in the PRICING SCHEDULE.

Supplier agrees to create and maintain an Agent Support Process to manage all Supplier processes and ongoing training issues. Agent Support Process is defined as follows: Such Agent Support shall be staffed with Supplier personnel trained and qualified as the Supplier’s Subject Matter Expert (“SME”) and manage all Supplier process and training matters. AT&T and Supplier shall mutually agree to Supplier SME’s training and qualification. Such Agent Support process developed by Supplier shall be the first choice of information and escalations. As a last resort, AT&T may provide, if deemed necessary by AT&T, advice and guidance to Supplier SME for knowledge of products and services, processes, and general information. AT&T personnel should be enlisted for assistance only after Supplier has exhausted all internal resources.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

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Supplier shall staff Training Manager(s) responsible for:

• Developing with AT&T and communicating to Supplier Agents any new processes and/or changes to existing processes

• Training

• Documentation assistance

• Tier I Support

Training Managers must continue to manage active orders and/or call volume to ensure sustainable knowledge levels. Additional Training Managers can be provided based on mutual agreement between AT&T and Supplier.

E. Systems and Telephony

Supplier shall provide, at its sole cost and expense, all systems and telephony equipment necessary to support the work performed. This should include, but is not limited to:

• PBX equipment

• Data connectivity

• Work stations for remote access to AT&T systems.

• Sufficient equipment to handle the volumes of calls as anticipated in this Order.

• Sufficient support and management administration to assure the continued operation of, and maintenance of all equipment and telecommunications facilities.

Supplier shall provide all facilities necessary to access AT&T’s systems and manage the volume of calls as AT&T deems appropriate. AT&T may provide to Supplier secure access procedures for accessing the appropriate ordering and tracking systems along with the required operating system requirements, which Supplier agrees to follow. Additionally, AT&T will at its sole discretion attempt to provide sufficient access (modem pools, etc.) to support remote access to systems via Supplier provided workstations. System access shall be determined by AT&T at its sole discretion and may include, but not be limited to, the following:

System	System Name
AOTS	AT&T One Ticketing System
ASOC	Automated Service Order Configurator
Care Billing System
CARD	Cingular Administration of Remote Devices
Catalyst
Clarify Contact Manager
Compass
Cosmo
CSP/MyCSP	Customer Service Portal
DCP	Data Configuration Portal
DDTS	Dispute Desk Tracking System
DocViewer
DTS	Dispute Tracking System
ECPV	Enterprise Contract and Profile Management
EFMS PM	End to End Flowthrough Management System -Project Manager
EM Lite	Electronic Maintenance

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

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System	System Name
END	Event Notification Dashboard
MMA.com	Manage My Account.com
MTI	Map Tool Network Integration
NBI	National Billing Instance
NPAC Database	Number Portability Administrative Center Database
Order Manager
OLAM	Online Account Maintenance
OTIVA
Reporting Tool
Phoenix
PLS	Private Label Service
Premier
RDS Ordering Tool	Required Data Set
Script Manager
Snooper / Websnooper
Storefront Ordering Tool
Telegence
WIMO.com	Where Is My Order.com

In addition to the above AT&T provided systems, Supplier shall equip each workstation with Microsoft Office.

AT&T’s failure to provide system access will not constitute a breach of contract by AT&T nor shall such failure relieve Supplier of its obligations to timely perform Work, unless performance is rendered impossible because of such failure.

Unless otherwise required by law, Supplier Agents, when interfacing electronically with AT&T customers, shall use a AT&T email address provided by AT&T for the purpose of identifying that the Agent is providing services on behalf of AT&T.

F. Change Management

In addition to and not as a replacement to the CHANGES clause of the Agreement, AT&T may, on a timely basis, provide Supplier with periodic information that Supplier agrees to distribute to all its Representatives. Supplier shall have a resource in place to support the level of change required within this environment. Supplier shall be responsible for distributing this information via appropriate methods to its Representatives, trainers and lead Representatives so that change can be supported in a timely manner, at no cost to AT&T.

• Supplier will not make any changes to AT&T policies and procedures without prior written approval of AT&T’s Technical Representative.

• An AT&T Technical Representative will be assigned and will act as liaison between Supplier and AT&T.

• Supplier shall work with AT&T’s designated Program Manager.

• Change requests for systems, processes and other program requirements will be submitted in writing by the party requesting such change to the other party pursuant to the CHANGES clauses herein.

• Supplier will provide dedicated contract management and project interface at no additional cost to AT&T.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

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G. Direct Measures of Quality (DMOQ)

Supplier shall comply with the DMOQs set forth by AT&T, which shall be measured monthly, based on current months performance. Performance categories are as follows:

• High-level end-to-end voice ordering and provisioning process

• Task specific ordering work required — system order tracking

• Basic jeopardy troubleshooting/resolution and escalation procedures

• System access and navigation procedures

Supplier shall comply with the established DMOQs, unless otherwise approved in writing by AT&T. AT&T reserves the right to modify stated categories and/or DMOQs due to needs of the business and will do so in writing with sufficient notification and Contactor agrees to comply with such modifications.

Required DMOQs include, but are not limited to, the following:

General Call Center DMOQs. These DMOQs are tracked daily and will be measured monthly for all activity performed.

DMOQ	Definition	Objective	Weight
1. Average Handle Time (AHT)	Average talk time plus average hold time after reaching Agent plus after call work time	£ [*] minutes	[*]%
2. % Calls Abandoned	A call is considered abandoned if it disconnects from the Automatic Call Distributor (ACD) system prior to being answered	£5% or less if required by law of all incoming calls per month
3. Average Speed of Answer (ASA)	The amount of time a caller waits in a queue before connecting to an Agent, measured against all incoming calls associated with Program.	£ [*] seconds per month	[*]%
4. Customer Satisfaction	% of highly satisfied customer experiences as measured by customer surveys	> [*]%	[*]%
5. Quality Analysis Average	Average score of all calls reviewed by Peak QA Process ³ 3.	[*]% of Peak Review Scores Average ³ 3	[*]%
6. Quality Analysis Scoring	% of calls reviewed achieving a Peak QA Process Score ³ 4	• Peak Review Scores of [*]% ³ 4 for months 1 — 2 • Peak Review Scores of [*]% ³ 4 for months 3 — 4 • Peak Review Scores of [*]% ³ 4 for months 5 — 6 • Peak Review Scores of [*]% ³ 4 for months 6+	[*]%

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

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Wireless Ordering. These DMOQs are tracked daily and will be measured monthly for all activity performed in that month.

DMOQ	Definition	Objective	Weight
1. Cycle Time	Average number of days from Agent order receipt to order completion; cycle time is defined as: from receipt of initial order to when product is shipped	³ [*]% at £ [*] business days (monthly average)	[*]%
2. Order Quality (Phase II)	Number of orders that do not successfully complete the ordering process due to Agent error divided by the total number of orders issued per month (reference — Lost Luggage report)	£ [*]%	[*]%
3. Order Backlog	Number of orders received by the Gatekeeper not issued within 1 business day divided by number of orders received per month.	£ [*]%	[*]%
4. Disconnect in Error	Occurrences per month. Any occurrence where a customer is out of service (access related) where customer believes it should not be out of service and Agent activity is the apparent root cause	£ [*] MDN per month	[*]%
5. Cancellation Rate	Number of cancelled orders attributed to agent error in a month divided by total number of orders	£ [*]%	[*]%

Wireless Customer Care These DMOQs are tracked daily and will be measured monthly for all activity performed in that month.

Tier I Service Assurance

DMOQ	Definition	Objective	Weight
1. Time to Repair	The average of each measured ticket interval duration from initial ticket create to the clear time	³ [*]% within 4 hours ³ [*]% within 24 hours	[*]%
2. Mean Time to Repair	The mean of each measured ticket interval duration from initial ticket create to the clear time	£ [*] hours	[*]%
3. Ticket Closure	The number of hours between ticket cleared in AOTS and ticket closed in AOTS (excludes mini-tickets)	³ [*]% within 24 hours	[*]%

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

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MSDM. These DMOQs are tracked daily and will be measured monthly for all activity performed in that month.

DMOQ	Definition	Objective	Weight
1. Account Profile Cycle Time (Phase II)	The average number of days between Sales Order Receipt (SOR) accept and Account Profile Complete	³[*]% complete within 20 business days for custom accounts /or/ 15 business days for standard accounts		40	%
2. Lifecycle Profile Cycle Time (Phase II)	The average number of days between Sales Order Receipt (SOR) accept and Project Complete	³[*]% complete within 5 business days		40	%
3. First Bill Preview / Review Completion (Phase II)	First Bill Preview complete within 5 days from first complete invoice rendered. A Complete Invoice is defined as one where equipment and usage are present.	³[*]%		10	%
4. First Bill Preview / Review Accuracy Rate (Phase II)	Percent of 100% accurate bills divided by total number of First Bill Previews completed	³80%		10	%

SLA credits shall not apply to the following two (2) DMOQs, however this shall not relieve Supplier of any of its performance obligations (e.g. meeting the DMOQs etc.).

DMOQ	Definition	Objective	Weight
1. Ordering Productivity ATT calculates today	Total number of orders completed per Mobility Ordering Agent per week—tally against all agents.	³[*] orders per agent per week	N/A
2. EFMS Compliance	Total number of EFMS events completed on time divided by the total number of available EFMS events.	³[*]% of all available EFMS events	N/A

Call handling guidelines will be provided and covered in initial training. Supplier agrees to provide to AT&T, access to Supplier’s call monitoring system(s) so that Agents may be monitored by the AT&T quality analysis group on a random basis.

Based on reports provided by AT&T at its sole discretion, which may include available raw data, Supplier shall use such reports and/or data in combination with its own tracking resources to compute the calculations of AT&T designated metrics.

Supplier shall actively participate, at no cost to AT&T, in any DMOQ improvement initiatives as set forth by AT&T and agrees to furnish supplemental documentation upon request.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

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Supplier shall maintain Individual Performance records for each Agent, based on the measured DMOQs. These records shall be compiled on a monthly basis and maintained for the life of the Agreement. Supplier shall promptly provide this detail to AT&T upon request.

Supplier shall staff one (1) designated Reports Analyst responsible for communicating, analyzing, and reporting on aforementioned metrics. Additional designated Reports Analysts can be provided based on mutual agreement between AT&T and Supplier.

In the event that one or more DMOQs listed herein are not met for the calendar month, Supplier shall, if requested by AT&T, develop an action plan to correct the deficient area(s), and shall submit in writing for AT&T’s approval, such action plan within five (5) business days after the deficiency is identified. If such action plan is approved in by AT&T in writing, Supplier shall implement such action plan within ten (10) business days after approval.

In the event that the first action plan is not approved by AT&T, AT&T may request Supplier to revise such action plan and submit to AT&T in writing that action plan within ten (10) business days after the deficiency is identified. If such action plan is approved by AT&T in writing, Supplier shall implement the revised action plan within ten (10) business days after approval.

In the event that the revised action plan is not approved by AT&T, AT&T may request Supplier again to revise such action plan and submit to AT&T in writing that action plan within ten (10) business days after the deficiency is identified. If such revised action plan is approved by AT&T in writing, Supplier shall implement such revised action plan within ten (10) business days after approval. If the revised action plan still does not meet AT&T’s satisfaction, this failure by Supplier shall be considered a material breach. In addition, if Supplier fails to correct the deficiencies in any approved action plan it shall be deemed a material breach of this statement of work.

Nothing herein shall limit AT&T’s right to terminate this agreement pursuant to the General Agreement.

Service Level Credits
Should Supplier fail to meet the above DMOQs, identified herein, AT&T may be entitled to receive Service Level Credits.

AT&T shall not provide any bonus for exceeding DMOQs associated with this Order. Supplier shall improve DMOQ attainment over time, and the DMOQ’s may be modified upon mutual agreement between AT&T and Supplier.

If any DMOQ is non-compliant for a period of one (1) calendar month as defined by detailed reports or other reasonable means, Supplier shall provide AT&T with a written explanation within five (5) business days of receipt of AT&T notification regarding the missed DMOQ. If such explanation is acceptable to AT&T, AT&T in its sole discretion may decide that discounts detailed below shall not be applied.

Service Level Credit Percentages
Except in the circumstance that AT&T has agreed to waive the Service Level Credits or that the total volumes for the month in question exceed 120% of the agreed forecast, the following Service Level Credits shall apply:

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

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Initial Failure to Attain DMOQs:
In the event a DMOQ is missed for the first time, discounts shall be assessed against the invoice at the rate of [*] ([*]%) per DMOQ missed calculated against the Weight % of the missed metric.

Example: In the month of May, Supplier failed to meet the DMOQ for Customer Care “Average Speed of Answer”; therefore, AT&T shall be entitled to the following credit.

DMOQ	Metric Achieved	Weight	Monthly Invoice		Discount
Average Speed of Answer	[*] seconds/month	[*]%	$	[*]	$[*] x [*] x 1.0% = $[*]

Subsequent DMOQ failure
If the same DMOQ is missed in a second or more or subsequent time during consecutive any months, discounts shall be assessed to the invoice at the rate of [*] ( [*] %) of the weight for that missed DMOQ for the impacted month.

Payment of Service Level Credits

Unless AT&T has expressly agreed in writing to waive the Service Level Credits, the discounts detailed above shall be calculated based on the applicable month in which Supplier failed to meet DMOQ’s. Discounts shall be issued by Supplier as an invoice credit memo the following month in which the discount applies. If no further payment invoice is applicable, Supplier shall issue a refund to AT&T via a check within thirty (30) days.

H. Escalation Process

Ordering:
Supplier is wholly responsible for all escalations (defined as any provisioning activity requested in an accelerated timeframe or orders at risk of not being shipped in tolerance and/or requiring the intervention of Executive Management) resulting from orders submitted by Supplier Mobility Order Agents and must follow AT&T’s Escalation and Exception Process as provided by AT&T.

AT&T Mobility management and/or escalation management personnel may be enlisted for assistance only after Supplier has exhausted all internal resources. Any changes by AT&T to the process will be communicated to Supplier via email notification and/or alerts posted on the AT&T’s websites and become Supplier’s responsibility to ensure communication, training, and compliance by all Program personnel.

Supplier’s Program Manager will be responsible for ensuring compliance of the Escalation Process and assisting Supplier’s Agents in this effort.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

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Service Assurance:
Supplier is wholly responsible for all escalations on trouble tickets where Mean Time to Repair (“MTTR”) exceeds DMOQ objectives, or when customer impact is deemed critical. AT&T shall provide Escalation Process to Supplier.

AT&T Mobility management and/or escalation management personnel may be enlisted for assistance only after Supplier has exhausted all internal resources. Any changes by AT&T to the process will be communicated to Supplier via email notification and/or an alert posted on the AT&T’s website(s) and becomes Supplier’s responsibility to ensure communication, training, and compliance by all Program personnel.

Supplier shall provide [*] Dedicated Escalation Manager responsible for ensuring compliance of the Process and assisting Agents in this effort. Supplier agrees to add additional Dedicated Escalation Managers upon AT&T’s written request.

Escalation Manager must be experienced in escalation management and/or possess demonstrated knowledge of Mobility Solutions product. AT&T Operations Leadership has the option of final approval of candidates for Escalation Manager position.

Escalation Manager (or empowered back-up) shall be on call 7x24x365 with cell phone coverage. Such empowered backup shall be identified in writing to AT&T Operations Leadership.

I. Holidays

Supplier shall not perform nor invoice for Ordering work on the following US holidays unless requested by AT&T in advance, in writing:

New Year’s Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day

Section I, Holidays, does not apply to Customer Care Services, per Section B, Hours of Operation, Care functions operate on a 7 x 24 x 365 basis.

J. Staffing

Supplier shall provide sufficient dedicated resources equivalent in knowledge and skill sets as they pertain to Mobility Agent positions based on the forecasting requirements shown in Section C “Volume and Forecasting”.

In addition, Supplier shall provide supervisory support and project management expertise, which shall be at Supplier’s sole cost and expense. Supplier’s personnel shall not work on any other AT&T programs without prior notification and AT&T’s consent. In no event, shall such personnel work on any non-AT&T program.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

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Dedicated Universal Agent Area Manager/Supervisor will be staffed at a ratio of [*] per [*] agents. There will be a minimum of [*] Area Managers/Supervisor staffed during the 8am EST to 8pm EST hours. Dedicated MSDM Area Managers/Supervisors will be staffed at a ratio of [*] per [*] MSDMs, provided such Area Managers are performing to AT&T satisfaction.

If for any reason whatsoever Supplier’s staffing falls below the resources required to support the forecasted volumes provided by AT&T, Supplier shall not be excused from meeting or exceeding the DMOQs in this Order. In the event of such staffing failure, Supplier shall immediately take all steps to mitigate its failure, and shall, at its sole cost and expense: hire and train additional staff and/or authorize overtime to meet or exceed the DMOQs until the required resource levels are met. The provisions of this paragraph are in addition to and not in limitation of all other rights and remedies AT&T may have as a result of Supplier’s failure to provide such resources.

Staffing Control

AT&T may request in writing immediate removal and replacement of any Agents(s) or other employee(s) of Supplier (e.g., trainers, supervisors, managers, etc.) for performance reasons at any time. Supplier shall, at Supplier’s sole expense, remove and replace such Agent(s) or employee(s). Supplier shall not reassign such Agent(s) or employee(s) to any other AT&T Program(s). Likewise, an employee who was removed from another AT&T Program for performance reasons may not be reassigned to this Order.

AT&T may request removal of employees working under this Order based on performance issues, which may include, but are not limited to:

• Not meeting agreed upon DMOQs including Touchpoints.

• Providing the customer with information that misrepresents or misleads the customer about features and/or benefits of the program being marketed. This may include, but is not limited to information about rates, reoccurring charges/plan fees, intervals for installation, etc.

• Providing other AT&T employees (e.g., Sales, Provisioning) with information that misrepresents or misleads them about the status of an order.

• Failure to provide timely and/or accurate status of an order to a customer or other AT&T employee.

• Use of inappropriate language or acting in a discourteous manner (including racial slurs, sexual comments, profanity, etc.)

• Acting in a rude manner or using an inappropriate tone (e.g., yelling or repeatedly interrupting a customer or AT&T employee)

Supplier shall comply with such request and ensure timely transition of all pending work to another representative.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

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K. Security

Supplier shall abide by and assure full compliance with the contractual requirements concerning AT&T’s proprietary information (including but not limited to CPNI (“Customer Proprietary Network Information”) and ensure that their employees operate with the highest standard of business ethics. Additionally, Supplier will manage an inventory of all System IDs issued to Supplier employees, assuring the deletion of said System IDs when Supplier employee resigns, transfers to a non-AT&T program, or transfers to other AT&T business units other than Service Provider.

L. Orderly Transition

In the event of expiration or termination of this Order, in whole or in part, wherein all or some portion of the Work will be either discontinued, performed by AT&T itself, or performed elsewhere for AT&T, Supplier agrees to provide to the extent requested by AT&T in writing its full cooperation in the orderly transition of the Work to AT&T or elsewhere, or its discontinuance. Such orderly transition may include but not necessarily be limited to: (1) Completing any open orders (2) packing and preparing for shipment any materials or other inventory to be transferred, (3) provision of reports, training manuals, files, and similar media necessary for continuation of the Work transferred, and (4) continuation of Work at reducing levels if necessary during the transition period and at reduced levels if Work is transferred in part. AT&T will only pay compensation for Work activities, which have been specifically authorized and directed by AT&T in writing pursuant to this clause, and such payment, if any, will be at the rates set forth in Section 4. PRICING SCHEDULE. In no event shall Supplier discontinue performing services or reduce, increase or vary, the associated staffing without AT&T’s expressed written consent.

M. Workforce Management Plan

Supplier shall provide AT&T with a minimum thirty-day (30) notice of any planned changes (not including resignations) to Area, Program, District and Division Manager position staffing. Whenever an individual in one of these positions is replaced, Supplier shall provide AT&T with a documented candidate selection and transition process, along with a description of the proposed candidate’s skills and experience.

N. Post Outage Review and Root Cause Analysis

In the event any telecommunications services or processes are not operating properly, Supplier shall take immediate and appropriate action in accordance with Supplier’s business continuity plan to rectify the malfunction and shall immediately notify AT&T Representative within [*] hour of the service-affecting situation and of remedial action taken.

Supplier shall provide root cause analysis and/or post outage review to AT&T within [*] hours after an outage or by close of business Monday if the trouble occurs on Friday after an outage, including the testing of all failed components, analysis of failures, identification of chronic and systemic problems, implementation of fixes and monthly reporting on component failures and actions taken. Results of the root cause analysis shall be provided to AT&T in writing in a format mutually agreed to by the parties. The post outage review shall cover the details of the incident and the actions taken for resolution and prevention.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

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O. Network Security Requirements

AT&T is currently reviewing its Network Security policies and procedures. The outcome of this review may require AT&T to implement additional security requirements above and beyond the Data Connectivity Agreement (“DCA”) associated with this Agreement. AT&T may require Supplier’s employees to obtain security clearances in order to access and use AT&T systems. If AT&T implements additional security requirements, both parties shall cooperate and mutually agree on implementation of such security requirements.

P. Productivity Improvement / Cost Reduction

During the term of this Order, AT&T and Supplier shall work together to reduce total time and work time per customer order and improve all tasks associated with this Program recognizing that quality must not be impaired.

Supplier agrees to identify productivity improvements to drive cost reductions and headcount reductions associated with Supplier’s billable rates. AT&T’s Program Representative has sole discretion to review and approve any headcount reduction, productivity improvement and/or cost reduction initiative identified by Supplier. If such headcount reduction, productivity improvement and/or cost reduction initiative is approved by AT&T, Supplier shall implement such initiative and once the cost savings have begun to be realized, all applicable cost reductions shall immediately be applied to all charges by Supplier invoiced to AT&T, per the applicable rates listed in Section 4. PRICING SCHEDULE and any gain sharing initiatives that have been mutually agreed upon. If any substantial expense or capital investment is required by Supplier to implement an approved productivity improvement or cost reduction initiative, AT&T and Supplier will mutually agree to any such investment arrangement.

Within forty-five (45) days of the signing of this Agreement, Supplier and AT&T will work to identify and quantify productivity improvement opportunities for cost reductions referenced above. AT&T and Supplier have agreed to evaluate gain sharing opportunities on a case-by-case basis. If both parties mutually agree to a specific gain sharing initiative, the associated agreement shall specify how the realized cost savings will be applied.

Q. General Items

• Unless otherwise required by law, Supplier Agents, when interfacing with AT&T customers and specifically questioned regarding their employment, Agent shall use a script provided by AT&T for the purpose of answering that the Agent is providing services on behalf of AT&T.

• Any Supplier employee related to this ABS (AT&T Global Business Services) project, either by function or by title, shall not enter into business agreements, nor act as agent for, any AT&T Competitor in a facility dedicated to this Program.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

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R. Quality Monitoring

Subject to applicable laws and Supplier’s systems availability, Supplier shall provide AT&T with a means to remotely monitor calls handled at Supplier’s facilities for quality assurance purposes without the intervention of Supplier’s personnel (e.g. direct trunk access to dialer or automatic call distributor). Supplier shall monitor [*] customer contacts per Agent, and perform [*] off-line quality checks on the MSDM’s work per month for quality assurance and provide results to AT&T in a Monthly Service Observation Report.

Supplier shall staff Quality Assurance Analyst(s) for every [*] agents responsible for communicating, analyzing, and reporting agent Quality scoring and issues. Additional Quality Assurance Analysts can be provided based on mutual agreement between AT&T and Supplier.

S. Reports/Status Requirements

AT&T will provide Supplier, at AT&T’s sole discretion, timely access to the data necessary to generate the required daily, weekly, and monthly reports set forth below which shall be provided by Supplier.

AT&T and Supplier shall agree on report formats upon prior to any potential contract award. Any additional requested reports beyond those defined below will be assessed by Supplier on a case by case basis to determine if any associated development costs are required. If so, Supplier will communicate such costs to AT&T and await approval in writing prior to initiating any development activities.

1. Supplier shall provide periodic reports as required by AT&T. Such reports shall include, but may not be limited to:

A.) Reports Required for Order Processing — these are in addition to the reports shown in 1. C.) below:

a)	Daily incoming ordering log including, but not limited to, the following information on an order by order basis: date order received, customer name, date assigned and assigned to, date entered into ordering system (s), order number, expected completion date, actual completion date, orders held, orders rejected back to AT&T’s sales/originator, orders in backlog, Touchpoints missed by individual Touchpoint, past due, completed past due.
b)	Daily on-time performance reports
c)	Stewardship look ahead reports including on time performance, cycle times, backlog, and other business metrics
d)	Supplier will utilize and leverage tools on a daily basis as to minimize aging of orders and provide AT&T a weekly aging readout as to statistics and backup order detail. Supplier will also develop, implement and leverage other tools and stewardship and look-ahead reports as mutually agreed upon by the parties.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

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B.) Reports required for Customer Care — these are in addition to the reports shown in 1. C.) below:

e)	Daily trouble ticket logs
f)	Call Comparison report: compares forecasted to actual call volume and answer performance.

C.) Reports required for both Order Processing and Customer Care — these are in addition to the reports shown in 1. A.) and 1. B.) above.

g)	Deliver weekly/monthly score card results to AT&T with root cause analysis of metrics as requested by AT&T.
h)	Headcount listing, organizational charts and escalation contact lists.
i)	Daily, weekly, and monthly Switch reports: data taken directly from Supplier’s switch which reflects actual number of calls offered, handled, AHT, hold time, % occupancy, ASA, etc.
j)	Call Comparison report: compares forecasted to actual call volume and answer performance.
k)	Others as deemed necessary by AT&T.

2.	Supplier shall pro-actively manage its resources down to the individual level in a format satisfactory to AT&T. AT&T may request agent level reporting on an as-needed basis.
3.	Supplier’s Program Manager and Reports Analyst, as described in Section G. DMOQs, shall attend daily, weekly and monthly status meetings as established by the AT&T. Such meetings shall be at Supplier’s sole cost and expense.
4.	A quarterly review of Program content and implementation will be performed between AT&T’s Project Manager and Supplier’s Program Manager. Weekly operational calls may also be held between AT&T and Supplier’s Program Managers. AT&T may request daily reviews when business results and metrics warrant. These reviews will be conducted at the convenience of both parties.

Supplier shall, at its sole expense, implement and use appropriate call center switch reporting tools and systems in order to effectively and efficiently manage AT&T provided order volumes and provide timely and accurate status to AT&T and its customers.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third party representatives, except under written agreement by the contracting Parties

EX-10.104

EXHIBIT 10.104

Agreement No. 20070105.006.S.003

High Speed Service Delivery

Between

StarTek, Inc.

And

AT&T Services, Inc.

* Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission. An asterisk within brackets denotes omissions.

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HIGH SPEED SERVICE DELIVERY (HSSD)

February 1, 2007

AGREEMENT NO. 20070105.006.S.003

This Order, effective on January 1, 2007 (“Effective Date”), is by and between StarTek, Inc., a Delaware corporation (“Supplier”) and AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular as “Party” or in the plural as “Parties.”

WITNESSETH

WHEREAS, Supplier and AT&T entered into Agreement No. 20070105.006.C, on January 27, 2007 (the “Agreement”); and

WHEREAS, Supplier and AT&T desire to issue an Order to the Agreement as hereinafter set forth.

Now, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree as follows:

I.	General Agreement 20070105.006.C between Supplier and AT&T is incorporated herein, and its terms and conditions shall be applicable to the Work authorized by this Order.
	To the extent there is any conflict with the provisions of Agreement No. 20070105.006.C and this Order 20070105.006.003 this Order will govern.
II.	STATEMENT OF WORK — This Order authorizes Supplier and Supplier agrees to provide the Work described below and in Attachment A entitled “STATEMENT OF WORK”, dated 01 February 2007 (attached hereto and hereby made a part of this Order). In so doing, Supplier shall provide the following services: manage the implementation, coordination and facilitation of High Speed Service Delivery (“HSSD”) activity to new and/or existing AT&T customer networks, (hereinafter “Program”).
III.	INVOICING - If Supplier is enabled to transact business with Company using the internet-based Ariba Supplier Network (“ASN”), Supplier agrees to submit invoices in electronic form to Company’s Accounts Payable organization through the ASN. If Supplier is not so enabled, it agrees to submit invoices to AT&T Accounts Payable, PO Box 66960, St.Louis, MO. 63166-6960. Supplier shall submit invoices promptly upon the later of (1) completion of shipment of all the deliverables, or (2) receiving notice that the Work has been completed to Company’s reasonable satisfaction. Invoices shall contain such information as Company may reasonably request. Unless this Agreement calls for payment at a later time, invoices shall be payable forty-five (45) days after receipt of an accurate invoice by Company’s Accounts Payable organization. Payment of invoices shall not waive Company’s rights to inspect, test or reject. Invoices against this Order shall reflect billing number TBD exactly as shown, and shall be submitted to AT&T’s Technical Representative shown herein. Supplier shall ensure that AT&T’s Technical Representative actually receives such invoices no later than the tenth (10th) of each month for the prior month’s service in the format requested by AT&T. In addition, Supplier shall provide AT&T, by no later than the 25th of each month, with an estimate of current month’s billing including amount being accrued and details as to how the amount is being calculated. Such estimate shall be provided via email to AT&T’s delegate [*] at [*].

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

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Invoice charges (including any training expenses) shall be in accordance with the rates shown in Section VIII PRICING of this Order.

Billable Hours — Supplier shall provide a document with each invoice which details the following:

• Billable production hours by name, hire date, and months on Program as defined in the Statement of Work.

• Report Analyst billable production hours by name

• Escalation Manager production hours billable by name

Training — Supplier shall provide the following back-up documentation, as requested by AT&T, supporting all training expenses billed to AT&T. This documentation shall specify the following information for each training class included in the billed training expense:

• Name or other designation of the training class

• Program Request Form (PRF) to which the training is billed. If training is cross-promotional (directed by AT&T in writing, and for the benefit of multiple AT&T programs), Supplier will provide a copy of the PRF from AT&T directing the allocation of the resulting expense across the affected programs, as well as a list of the programs across which the expense is to be allocated. The cross-promotional training expense will be allocated, as directed by AT&T, by Supplier across the affected programs (PRF’s)

• Name of the contact at AT&T who directed Supplier to conduct the training

• Length, in hours per Order Specialists, of the training material covered in the class

• Start-date of the training class

• End-date of the training class

• Number of Order Specialists beginning the class

• Number of Order Specialists completing the class

• Other supporting information as requested by AT&T

IV. AT&T’s Technical Representative is Charmaine Stradford located at the following address:

[*]
AT&T Corp.
Room 219G08
300 NorthPoint Parkway
Alpharetta, Georgia 30005-4116
[*]
[*]

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

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V. AT&T’s Contract Representative is [*] located at the following address:

AT&T Services, Inc.
One AT&T Way
Room 1C146A
Bedminster, NJ 07921
[*]
[*]

VI.	The maximum expenditure for this Order shall not exceed [*] over the term of this Order. Notwithstanding any other provisions in this Order, the total amount payable by AT&T for the Work shall be determined by applying the stated rate of compensation to the Work actually performed by Supplier. Supplier shall not render Work and AT&T shall not be required to pay for Work in excess of the amount stipulated in this Order, unless Supplier has first secured an amendment to this Order authorizing the increased expenditure.
VII.	TERM — The term of this Order shall be effective from February 1, 2007 through March 31, 2008.
VIII.	PRICING
	The following Pricing schedule shows the amounts to be paid to Supplier for the various Work to be performed under this Order. The following rates are based on the number of billable hours worked based on time in title per month.
	Order Specialists (“OS”) — Each month, the AT&T and Supplier will mutually determine and agree in writing to the headcount quantity of Order Specialists, pursuant to Section C - Volume and Forecasting Process of Attachment A, to be invoiced according to the rates below. Invoices shall be submitted based on the number of “actual” hours worked based on time and title per month and hours worked shall exclude any non-production activity, including but not limited to lunchtime, break time, holidays, vacations, sick-time.
	Billable Production Hourly Rates:
	The following rates shall apply to billable Order Specialist FTEs,: The following rates are based on the number of billable hours worked calculated by authorized headcount based on time in title per month.

Time in Title	FTE of 200 or less	FTE of 201 - 350	FTE of 351 +
0 - 12 months	$[*]	$[*]	$[*]
13 - 24 months	$[*]	$[*]	$[*]
25 - 36 months	$[*]	$[*]	$[*]
37 - 48 months	$[*]	$[*]	$[*]
* New Hire Training for each Order Specialist at Supplier’s Facilities			$[*] per hour

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

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*Does not include refresher, continuation or attrition training, which shall be at Supplier’s sole cost and expense.

Supplier agrees that the rates provided above are all inclusive of the costs for the Program, which includes, but is not limited to the following items, and no other charges shall be billed to AT&T.

1.	Training (refresher, continuation and attrition training)
2.	Dedicated Area Managers
3.	Reports Analyst
4.	Escalation Manager
5.	Process Managers
6.	Supervisors
7.	Travel and Living
8.	Pagers
9.	Programming (e.g., scripting, legacy programming) and all programming production support and maintenance functions.
10.	Program/Account management functions and personnel
11.	Development and issuance of reports
12.	Recruiting of Order Specialist
13.	Processing Downtime Forms
14.	Systems Access and Requirements
15.	Systems — Managing and Maintaining equipment and access
16.	Postage
17.	Telecommunication Costs
18.	Copies

The aforementioned information shall be presented in a consistent format satisfactory to AT&T for each invoice. Supplier will attach this information, along with other required back-up data, to the back of a copy of the corresponding invoice

• Holiday Hourly Rate:

	AT&T agrees to compensate Supplier [*] times the applicable hourly rate shown above for work performed by Order Specialist headcount during the Holidays shown in Section I. that were previously approved by AT&T in writing.
	Where the parties are to mutually agree on the headcount quantity, amount of hours to be performed or the course of conduct or activity under this Order, or any other provisions of this Order where the parties may need to mutually agree, in the event the parties cannot mutually agree within ten (10) business days, Supplier agrees to carry out the expressed requests of AT&T provided such requests are not unreasonable. In addition, the parties agree to also promptly escalate to the next level of management for resolution.
IX.	For the purposes of this Order, the clause in Agreement 20070105.006.C entitled “ORDERLY TRANSITION” is hereby deleted in its entirety and replaced with the following clause:

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

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ORDERLY TRANSITION

In the event of expiration or termination of this Order by either party, wherein all or some portion of the Work will be either discontinued, performed by AT&T itself, or performed elsewhere for AT&T, Supplier agrees to provide to the extent requested by AT&T in writing, for a period not to exceed eighteen (18) months, its full cooperation in the orderly transition of the Work to AT&T or elsewhere, or its discontinuance. Such orderly transition may include but not necessarily be limited to: (1) transitioning customer accounts including reducing headcount to such number as AT&T may request from time to time, during such any such transition period (including the return of updated excel spreadsheet(s) that contain customer account profiles that were provided to Supplier by AT&T for all designated Order Specialist supported accounts. This activity includes updating the customer account spreadsheet(s) with all necessary customer information to ensure successful transition to another Order Specialist, (2) packing and preparing for shipment any materials or other inventory to be transferred, (3) provision of reports, training manuals, files, and similar media necessary for continuation of the Work transferred, and (4) continuation of Work at reducing levels if necessary during a transition period and at reduced levels if Work is transferred in part. AT&T will only pay compensation for OS activities which have been specifically authorized and directed by AT&T in writing pursuant to this clause, and such payment, if any, will be at the rates set forth in Section VIII. AT&T will provide thirty (30) days advance written notice to Supplier of customer accounts to be transitioned or terminated. In no event shall Supplier discontinue performing services for customer accounts or reduce, increase or vary, the associated headcount without AT&T’s expressed written consent.

IN WITNESS WHEREOF, the Parties have caused this Agreement No. 20070105.006.S.003 to be executed, which may be in duplicate counterparts, each of which will be deemed to be an original instrument, as of the date the last Party signs.

STARTEK, INC.	AT&T Services, Inc.
By: /s/ A. L. Jones	By: /s/ Keith Connolly
Printed Name: A. L. Jones	Printed Name: Keith Connolly
Title: Pres. and CEO	Title: VP, Global Strategic Sourcing
Date: 5/2/07	Date: 4/12/07

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

High Speed Ordering
Order No. 20070105.006.003
Attachment A
Page 1 of 14

STATEMENT OF WORK
HIGH SPEED SERVICE DELIVERY

01 FEBRUARY 2007

A. Work Description

Supplier shall provide High Speed Service Delivery (“HSSD”) Ordering Services (hereinafter “Program”) to AT&T for all AT&T services listed below and as defined in the HSSD Specialist Functions matrix:

Frame Relay Service

• Full T45 Access, Port

• Sub Rate DS-3 Access & Port

ATM Services

• ATM IMA Access

• ATM T1.5 Access

• ATM T45 Access

• ATM Port

• ATM Point to Point PVC/SIW PVC

• Switched Diversity Options

• ATM OCX

Private Line

• T45, OCX Services

Web Hosting
AVPN T45

The HSSD Program has four (4) functions (hereinafter “Order Specialists”), which may be consolidated and/or renamed at AT&T’s discretion:

• Quality Capacity Manager (QCM)

• Engineering Specialist (ES)

• Disconnect Team

• Service Interworking Team (SIW)

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

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Order No. 20070105.006.003
Attachment A
Page 2 of 14

HSSD Specialist Functions Matrix:

	Engineering Specialist		Service Interworking Team
QCM Tasks	(ES) Tasks	Disconnect Team Tasks	(SIW) Tasks
Customer Connect Maintenance	Address Validation & Resolution	ICORE (Port Config, OSWF, Order Status, PVCs	Address Validation & Resolution
email Inbox Maintenance	BVG (Billing Validation Group)	AISE	BVG (Billing Validation Group)
Workload Balancing	Contract Inquiry & Resolution	MIS	Contract Inquiry & Resolution
Assigning Projects based on Workload	ASOC	DocViewer	ASOC
Issue Resolution	Tiedown Inquiry and Resolution	POCITs Inquiry & Resolution	Tiedown Inquiry and Resolution
Managing Rejects & Resolution	ICORE (Port Config, OSWF, Order Status, PVCs	Channel Checker / TRKs	ICORE (Port Config, OSWF, Order Status, PVCs
MDS/RDS Inquiry & Resolution	AISE	ROMT	AISE
AISE / TIRKs / SOTs / POCITs	MIS	EFMS	MIS
Managing GPS (GEMS Provisioning System)	DocViewer	CTAC	DocViewer
Managing EFMS/IOM Worklist	PRODIS / CT Viewer	Order Issuance & Resolution	PRODIS / CT Viewer
ROAM Disconnect Maintenance	POCITs Inquiry & Resolution	Zone & Claim	POCITs Inquiry & Resolution
Order Management in Database	UltraVailable Inquiry & Resolution	ICC, PCC, ACC	UltraVailable Inquiry & Resolution
Zone for ATM (Only)	Channel Checker / TRKs	Record Keeping — DDTS	Channel Checker / TRKs
Report (CPDD-HSSD)	eCRM / PDM	Critical IPM Project management	eCRM / PDM
Report (Disconnect)	EFMS	C03 Backlog & CNR Resolution	EFMS
CCRA	CTAC	Call Follow-up	CTAC
Database Website Maintenance	Order Issuance & Resolution	Scanning and reporting letters	Order Issuance & Resolution
COS/CSM/Sales Support	Supps Issuance & Resolution	Order Reject	Supps Issuance & Resolution
	Order Confirmation		Order Confirmation
	Zone & Claim		Zone & Claim
	ICC, PCC, ACC		ICC, PCC, ACC
	Resolution of R15 & R45 Errors		Resolution of R15 & R45 Errors
	Recordkeeping		Recordkeeping
	Cut Schedule / Test & Turn up		Cut Schedule / Test & Turn up
	Critical IPM Project Management		Critical IPM Project Management
	CARS & Tier II Escalations		CARS & Tier II Escalations
	CO3 Backlog & CNR Resolution		CO3 Backlog & CNR Resolution
	Call Follow-Up		Call Follow-Up
	Order Reject		Order Reject
	USOC / Billing Resolution

AT&T has the sole discretion to determine what AT&T accounts and projects will be handled by Supplier. Supplier agrees that those accounts provided by AT&T will be managed by Supplier in a quality and professional manner and in accordance with the provision of this Agreement. Supplier shall make every effort possible to minimize internal account movement once account has been assigned to Supplier.

Supplier shall manage the ordering process associated with AT&T’s HSSD for new and/or existing AT&T Global Business Services customers utilizing AT&T processes and ordering systems as defined in Section E Systems and Telephony. Supplier shall manage the HSSD Ordering process according to the Customer Touchpoints Process which is defined as Supplier accepting customer / sales requests, verifying completeness of received data set, gathering remaining required data set using AT&T systems and customer information, issuing request for services through the appropriate AT&T system / process, order management, providing regular status to customers and related AT&T internal parties (including expected and firm due dates), resolving any jeopardies, providing limited cutover support, and ensuring correct billing of order.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

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Attachment A
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Supplier shall be responsible for all activities supporting the HSSD Ordering process such as training, including initial new-hire and supplemental training, orderly account transition to / from ORDER SPECIALIST community, metric support and management, communication and compliance of process issues / changes, and escalation/exception management.

Supplier’s Responsibilities

Subsequent to order submission, Supplier’s Order Specialist responsibilities shall include, but will not be limited to the following:

• Retrieving reports to verify all orders placed are correct,

• Reviewing current contractual information in AT&T systems,

• Verifying accuracy of promotion and related codes to effect accurate billing, (this is actually done prior to placing the order)

• Completing Customer status calls and spreadsheets,

• Participating in Customer requested conference calls and meetings,

• Generating Customer Stewardship Reports as mutually agreed upon between Supplier and Customer,

• Ensuring that the order completes by due date,

• Monitoring and resolving orders for jeopardy status,

• Following AT&T Customer Care “Touchpoints” (referenced above) , a process used by the Order Specialists that requires they make contact with Customers at various intervals in the life cycle of the project to collect or provide information:

• Communicating with the Customer at specific intervals within the provisioning cycle:

• Confirmation of Receipt

• Technical Assurance Call

• Estimated Due Date

• Firm Due Date

• Cutover Scheduling

• Project Completion

• Auditing of orders for accurate coding in Service Request, SOTS and all associated and impacting AT&T databases,

• Identifying all issuance errors and following up on subsequent correcting orders to assure accurate billing,

• Auditing order issuance and billing rejects to assure timely and accurate billing aka reject/discord/errors management,

• Issuing orders to correct inaccurate billing and confirming completion,

• Confirming completion of orders (won’t mean anything to non-incumbent vendors) and bill post to assure timely billing

In the event jeopardy occurs, the Supplier Order Specialist will work to troubleshoot and resolve the issue within a reasonable timeframe (as soon as possible after the jeopardy is recognized).

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

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Attachment A
Page 4 of 14

Upon receipt of a Customer account from AT&T’s Technical Representative (“Gatekeeper”) or such other person designated in writing by AT&T, Supplier’s Gatekeeper shall assign the account to a Supplier Order Specialist(s), who will “own” the account ordering relationship in its entirety. AT&T shall identify, in its sole discretion, which customers are supported in either a designated or shared / pooled environment. Supplier Order Specialist will work with the AT&T Gatekeeper to transition the account and develop the Customer relationship.

Existing or transitioned Customers wishing to add, change, or disconnect their existing network will contact Supplier’s Order Specialist and communicate their request via electronic mail or AT&T’s electronic ordering system following standardized order issuance procedures.

In the event that Supplier’s Order Specialist or AT&T representative identifies an issue that warrants escalation, e.g. critical dates with regard to Access Delivery not met /or/ access delivered by LEC however not tested or prepared for Cutover, the Order Specialist shall follow AT&T Escalation procedures set forth in Section H. Non-Customer Specific Escalation Procedures.

B. Hours/Days of Operation

Supplier shall provide services Monday through Friday, from 8:00AM until 8:00PM Eastern Time.

In addition, services authorized by AT&T in writing, shall be provided, as determined by AT&T, outside normal business hours to complete special projects, including the “Cutover” process where appropriate (“Cutover” is the activity in which the AT&T works with the Customer to test and turn up services to Customer.) Supplier shall provide, at no additional charge to AT&T, pagers to all Order Specialists and Management for after-hours contact.

C. Volume and Forecasting Process

AT&T anticipates it will generate a volume of Work for Supplier to staff [*] Order Specialists (subject to AT&T’s written request and written approval). Supplier agrees to provide such Order Specialists as requested and approved by AT&T in writing per the following notification. For headcount increases, Supplier shall provide such increased headcount within forty-five (45) days, but no greater than sixty (60) days. For any headcount decreases, AT&T agrees to provide thirty (30) days written notice. Supplier shall not invoice AT&T for any such decreased headcount after the effective date of such headcount reduction stated in the written notice. AT&T reserves the right at anytime, in its sole discretion, to make increases or decreases to said figure in writing, for any reasons whatsoever, including without limitation the following conditions: account movement, performance issues, changes in volume growth, and impacting technical and system enhancements to HSSD Ordering processes which would impact the requirement of human intervention. Supplier agrees to implement such increases or decreases as directed by AT&T.

Notwithstanding the above referenced anticipated volume and forecasts, Supplier acknowledges that AT&T has no commitment or obligation to furnish work or compensation to Supplier and Supplier accepts the economic risks that volumes may vary substantially upward or downward of any AT&T forecasts. Supplier further acknowledges that AT&T’s sole obligation shall be to pay for work actually performed and that AT&T has no responsibility for Supplier’s refresher, continuation or attrition training costs.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

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Attachment A
Page 5 of 14

D. Training

AT&T currently has various training programs for providers of the Program. If AT&T has an existing training program relating to particular work at the time of execution of this Agreement, AT&T may provide such training program to Supplier, at AT&T’s sole discretion, to allow Supplier to train its employees. If additional training programs are necessary to train individuals to provide the Program, Supplier and AT&T will jointly develop such training programs, to become the sole property of AT&T.

Supplier shall provide, at Supplier’s facilities, a dedicated training and education staff for all new hire and supplemental training for all Order Specialists, as part of the Order Specialist requirements as set forth in this Order. Supplier warrants that this training and education staff will have extensive knowledge of HSSD communication and skill requirements mentioned herein. Supplier shall provide a quality-training program that ensures proficiency in both basic voice communications and customer care soft skills. Supplier agrees that Order Specialist shall receive the following training:

• Basic HSSD communications: Minimum curriculum requirements necessary to provide new associates with a basic knowledge of HSSD communications.

• Computer Literacy (including email, Excel, Word, PowerPoint)

• Customer Care Skills (e.g., handling difficult customers, customer dissatisfactions/objections, etc.)

• Topics directly related to the products, services, systems, and processes provided by AT&T including, but not limited to:

Duration:

Total training period, as follows:

• Five (5) days of training followed by

• Fifteen (15) calendar days of on-the-job training, via mentoring by AT&T HSSD Ordering team

Training class size shall be no greater than 15 Order Specialists without AT&T’s written approval.

The training period shown above as authorized by AT&T in writing in which AT&T has agreed to compensate Supplier shall be invoiced at the training rate.

The minimum total training time for the Order Specialist function is five (5) days, subject to change based upon revisions to the Work Description or process improvements provided by AT&T.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

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Attachment A
Page 6 of 14

As new AT&T processes are developed, the Order Specialists will continue to participate in training via Teletraining, at no additional charge to AT&T.

Supplier agrees to create and maintain a Tier 1 Order Support Process to manage all Supplier process and ongoing training issues. Such Tier 1 Order Support Process shall be staffed with Supplier personnel trained and qualified as the Supplier’s Subject Matter Expert (“SME”) and manage all Supplier process and training matters. AT&T and Supplier shall mutually agree to Supplier SME’s training and qualification. Such Tier 1 Order Support process developed by Supplier shall be the first choice of information and escalations. As a last resort, AT&T may provide, if deemed necessary by AT&T, advice and guidance to Supplier SME for knowledge of products and services, processes, and general information. AT&T CRM (“Customer Relationship Management”) Process Management Personnel should be enlisted for assistance only after Supplier has exhausted all internal resources.

Supplier shall staff Process Manager(s) responsible for:

• Developing with AT&T and communicating to Supplier Order Specialists any new processes and/or changes to existing processes

• Teletraining

• Documentation assistance

• Tier 1 Technical Support

Process Managers must maintain active accounts to ensure sustainable knowledge levels.
Supplier agrees to add additional Process Managers upon AT&T’s written request.

Attrition

Supplier will provide AT&T a monthly headcount report (see Table A), detailing Order Specialist personnel losses due to attrition or other reasons (by category), headcount additions, and current headcount. In the event Supplier personnel leave the Program and new hires are to be trained, the attrition training costs will be borne by Supplier. Supplier agrees to a timely and orderly transition of accounts handled by the departing Order Specialist to another fully trained Order Specialist, with an “overlay” period of time when the departing and incoming Order Specialists are working together in support of the transition transfer of knowledge. This same requirement is to be implemented in respect to departing and incoming Area Managers, Process Managers, etc.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

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Attachment A
Page 7 of 14

TABLE A

ATTRITION ANALYSIS

	Month 1	Month 2	Month 3	Month 4	...Month X
Productive Headcount
Non-Productive Headcount
Area Managers
New Hires
FMLA (scheduled to return)
Internal (Positive) Attrition
- Promotion within Project
- Promotion out of Project
- Transfers Out
- Retirement
Attrition (Negative)
- Removal by Supplier
- Not a Job Match (AT&T Choice)
- Job Dissatisfaction (Employee Choice)
- More $, Same Type of Job (Employee Choice)
- More $, Promotion (Employee Choice)
ORDER SPECIALIST Average Time in Title

E. Systems and Telephony

Supplier shall provide, at its sole cost and expense, all systems and telephony equipment necessary to support the work performed. This should include, but is not limited to:

• PBX equipment

• Work stations for remote access to AT&T systems

• Sufficient equipment to handle the volumes of calls as anticipated in this Order.

• Sufficient support and management administration to assure the continued operation of, and maintenance of all equipment and telecommunications facilities.

Supplier shall provide all facilities necessary to access AT&T’s systems and manage the volume of calls as AT&T deems appropriate. AT&T may provide to Supplier secure access procedures for accessing the appropriate ordering and tracking systems along with the required operating system requirements which Supplier agrees to follow. Additionally, AT&T will at its sole discretion attempt to provide sufficient access (modem pools, etc.) to support remote access to systems via Supplier provided workstations. System access shall be determined by AT&T at its sole discretion, and may include, but not be limited to the following:

HSSD Ordering Systems:

• eCRM/Customer connect — C/L project requests received by QCM team and assigned to ES

• USRP — Universal Service Platform Request — ordering system used to place orders for assigned projects.

• EFMS/EFMS PM — End to End Flow-through Management System — Project Management system for orders.

• GSPM Homepage -various web sites used for ordering.

• TIRKS — Trunk Integrated Record Keeping System

• POCITs — Pending Order and Customer Inventory / Tracking System

• PRODIS — Promotion Discount Tool

• ROAM Tool — DDTS (Disconnect Desk Tracking System)

• SOTS — Service Order Tracking System

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

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Attachment A
Page 8 of 14

• VANTIVE — (EVPN)

• AISE Tools — AT&T Interspan Services Expeditor

• ICORE — Interspan Common Operations Resource Engineering

• ASOC — Automated Service Order Configurators

• MILES — Tariff reference database

• BPS — Business Process Standardization

• MIS SERVER — Managed Internet Services Server application

AT&T’s failure to provide system access will not constitute a breach of contract by AT&T. Such failure shall not relieve Supplier of its obligations to timely perform Work, unless performance is rendered impossible because of such failure.

Upon the introduction of new Systems or Systems Releases, Order Specialists will be involved in testing and providing input on new systems functionality and/or user requirements.

Unless otherwise required by law, Supplier Order Specialists, when interfacing electronically with AT&T customers, use a AT&T email address for the purpose of identifying that the Order Specialists is providing services on behalf of AT&T.

F.    Change Management

• Supplier will not make any changes to AT&T policies and procedures established herein without prior written approval of AT&T’s Technical Representative.

• AT&T’s Technical Representative will be assigned and will act as liaison between Supplier and AT&T.

• Program Manager will be designated by AT&T by giving written notice to Supplier.

• Change requests for systems, processes and other program requirements will be submitted in writing by the party requesting such change to the other party pursuant to the CHANGES clauses herein.

• Supplier will provide dedicated Contract Management and Project Interface at no additional cost to AT&T.

G. Direct Measures of Quality (DMOQ)

Supplier shall comply with the attached Exhibit A — HSSD DMOQs, measured monthly, based on current month’s performance. Performance categories are as follows:

• High-level end-to-end HSSD Ordering and Provisioning process

• Task specific ordering work required — system order tracking

• Basic jeopardy troubleshooting/resolution and escalation procedures

• System access and navigation procedures

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

High Speed Ordering
Order No. 20070105.006.003
Attachment A
Page 9 of 14

Supplier shall comply with the established DMOQs, unless otherwise approved in writing by AT&T. AT&T reserves the right to modify stated categories and/or DMOQs due to needs of the business and will do so in writing with sufficient notification and Contactor agrees to comply with such modifications.

Based on reports provided by AT&T at its sole discretion, which may include available raw data, Supplier shall use such reports and/or data in combination with its own tracking resources to compute the calculations of AT&T designated metrics.

Supplier shall actively participate, at no cost to AT&T, in any reasonable DMOQ improvement initiatives as set forth by AT&T and agrees to furnish supplemental documentation upon request.

Supplier shall maintain Individual Performance records for each Order Specialist, based on the measured DMOQs. These records shall be compiled on a monthly basis and maintained for the life of the Agreement. Supplier shall promptly provide this detail to AT&T upon request.

Supplier shall provide Reports Analyst responsible for communicating, analyzing, and reporting on aforementioned metrics.

In the event that one or more DMOQs listed herein are not met, Supplier shall, if requested by AT&T, develop an action plan to correct the deficient area(s), and shall submit in writing for AT&T’s approval, such action plan within five (5) business days after the deficiency is identified. Upon approval by AT&T of the aforementioned action plan the Supplier shall implement the action plan within ten (10) business days after approval.

In the event that the first action plan is not approved by AT&T, Supplier shall revise such action plan and shall submit to AT&T in writing that action plan within ten (10) business days after the deficiency is identified. Upon approval by AT&T, of the aforementioned action plan the Supplier shall implement the action plan within ten (10) business days after approval.

In the event that the revised action plan is not approved by AT&T, Supplier shall revise such action plan and shall submit to AT&T in writing that action plan within ten (10) business days after the deficiency is identified. Upon approval by AT&T, of the aforementioned action plan the Supplier shall implement the action plan within ten (10) business days after approval. If the revised action plan still does not meet AT&T’s satisfaction, this failure by Supplier shall be considered a material breach. In addition, if Supplier fails to correct the deficiencies in an approved action plan it shall be deemed a material breach of this Order.

H. Non-Customer Specific Escalation Procedures

Supplier is wholly responsible for all escalations (provisioning activity requested in an accelerated timeframe and requiring the intervention of Executive Management) resulting from orders submitted by Supplier Order Specialists and must follow AT&T’s Escalation and Exception Process.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

High Speed Ordering
Order No. 20070105.006.003
Attachment A
Page 10 of 14

AT&T CRM (“Customer Relationship Management”) Executive Management and/or Escalation Management Personnel may be enlisted for assistance only after Supplier has exhausted all internal resources. Any changes by AT&T to the current process will be communicated to Supplier via email notification and/or alerts posted on the AT&T’s websites and becomes Supplier’s responsibility to ensure communication, training, and compliance by all Order Specialists.

Supplier shall provide Escalation Managers responsible for ensuring compliance of the Process and assisting Order Specialists in this effort.

I. Holidays

Supplier shall not perform nor invoice for work on AT&T’s observed holidays shown below unless requested by AT&T in writing. If such holiday(s) are approved by AT&T in writing, Supplier shall invoice AT&T pursuant to the Holiday Rate shown in Section VIII — PRICING.

New Year’s Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day

J. Staffing

Supplier represents and warrants it will furnish qualified candidates, as described in Section b below, to perform the Work contained herein.

a) AT&T may reasonably request Supplier to remove any personnel working under this Order based on Order Specialists performance which may include, but not be limited to:

• Not meeting agreed upon DMOQs

• Order Specialist provides the customer with information that misrepresents or misleads the customer about the features and/or benefits of the program being marketed. Examples include, but are not limited to, information about rates, recurring charges / plan fees, intervals, etc.

• Order Specialist is discourteous or uses inappropriate language (including racial slurs, sexual comments, profanity, etc.)

• Order Specialist is rude or uses inappropriate tone (yelling at a customer, repeatedly interrupting the customer, etc.)

• Order Specialist is being less than truthful with the customer (gross misrepresentation of the offer or program, offering to pay the Other Common Carriers (“OCC’s”) outstanding balance, etc.);

Supplier shall comply with such request to move such personnel. In such event, Supplier shall replace such personnel at its sole cost and expense including all training which may be required.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

High Speed Ordering
Order No. 20070105.006.003
Attachment A
Page 11 of 14

b) Supplier will provide the following level of service:

• Dedicated Order Specialists with strong customer care experience (one plus (1+) years) and the technical skill set associated with the training outlined in Section D.

• Minimum of High School (or equivalent) degree

• Dedicated Area Manager to HSSD Order Specialist ratio not to exceed [*] to [*], or as mutually agreed upon. Dedicated Area Managers assigned to support the HSSD Order Specialists will have one plus (1+) year’s experience as a customer care manager. Area Manager to Order Specialist ratio may deviate based on needs of the business with prior written approval by AT&T Program Manager

• District Manager to Area Manager ratio not to exceed [*] to [*].

• Systems and Telephony personnel responsible for supporting hardware and software requirements as described in Systems & Telephony

• Reports Analyst as described in Direct Measures of Quality

• Escalation Manager as described in Non-Customer Specific Escalation Procedures

• Process Manager responsible for remaining current on AT&T process changes and communicating them to Order Specialists

• Training Personnel responsible for conducting new-hire and supplemental training courses as defined by AT&T

The term “Dedicated” is defined as Supplier’s employees shall only work on AT&T’s Program defined in this Order.

K. Security

In support of AT&T’s security and integrity initiatives, Supplier will abide by and assure full compliance with the contractual requirements concerning AT&T’s proprietary information (including but not limited to CPNI (“Customer Proprietary Network Information”) and ensure that their employees operate with the highest standard of business ethics. Additionally, Supplier will manage an inventory of all System IDs issued to Supplier employees, assuring the deletion of said System IDs when Supplier employee resigns, transfers to a non-AT&T program, or transfers to other AT&T business units other than Service Provider

L. Work Location

Supplier shall perform the Work at the following location: Grand Junction, CO.

M. Workforce Management Plan

Supplier must provide AT&T with a minimum thirty (30) day notice of any planned changes (not including resignations) to Escalation Manager, Area, Program, District and Division Manager position staffing. Whenever an individual in one of these positions is replaced, Supplier will provide AT&T with a documented candidate selection and transition process, along with a description of the proposed candidate’s skills and experience.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

High Speed Ordering
Order No. 20070105.006.003
Attachment A
Page 12 of 14

N. Post Outage Review and Root Cause Analysis

In the event any telecommunications services or processes are not operating properly, Supplier shall take immediate and appropriate action in accordance with Supplier’s business continuity plan to rectify the malfunction and shall immediately notify AT&T Representative within [*] hour of the service-affecting situation and of remedial action taken.

Supplier shall provide root cause analysis and/or post outage review to AT&T within [*] hours after an outage or by close of business Monday if the trouble occurs on Friday after an outage, including the testing of all failed components, analysis of failures, identification of chronic and systemic problems, implementation of fixes and monthly reporting on component failures and actions taken. Results of the root cause analysis shall be provided to AT&T in writing in a format mutually agreed to by the parties. The post outage review shall cover the details of the incident and the actions taken for resolution and prevention.

O. Network Security Requirements

AT&T is currently reviewing its Network Security policies and procedures. The outcome of this review may require AT&T to implement additional security requirements above and beyond the Data Connectivity Agreement (“DCA”) associated with this Agreement. AT&T may require Supplier’s employees to obtain security clearances in order to access and use AT&T systems. If AT&T implements additional security requirements, both parties shall cooperate and mutually agree on implementation of such security requirements.

P. Productivity Improvement / Cost Reduction

During the term of this Order, AT&T and Supplier shall work together to reduce total time and work time per customer order and improve all tasks associated with this Program recognizing that quality must not be impaired.

Supplier agrees to identify productivity improvements to drive cost reductions and headcount reductions associated with Supplier’s billable rates, AT&T’s Program Representative has sole discretion to review and approve any headcount reduction, productivity improvement and/or cost reduction initiative identified by Supplier. If such headcount reduction, productivity improvement and/or cost reduction initiative is approved by AT&T, Supplier shall implement such initiative and once the cost savings have begun to be realized, all applicable cost reductions shall immediately be applied to all charges by Supplier invoiced to AT&T, per the applicable rates listed in Section VIII PRICING SCHEDULE and any gain sharing initiatives that have been mutually agreed upon. If any substantial expense or capital investment is required by Supplier to implement an approved productivity improvement or cost reduction initiative, AT&T and Supplier will mutually agree to any such investment arrangement.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

High Speed Ordering
Order No. 20070105.006.003
Attachment A
Page 13 of 14

Within forty-five (45) days of the signing of this Agreement, Supplier and AT&T will work to identify and quantify productivity improvement opportunities for cost reductions referenced above. AT&T and Supplier have agreed to evaluate gain sharing opportunities on a case-by- case basis. If both parties mutually agree to a specific gain sharing initiative, the associated agreement shall specify how the realized cost savings will be applied.

Q.	General Items
•	Supplier shall use its best efforts to reduce total time and work time per order and improve all tasks associated with this Program. Supplier will work with AT&T to quantify improvement targets.
•	Unless otherwise required by law, Supplier Order Specialists, when interfacing with AT&T customers and specifically questioned regarding their employment, Order Specialist shall use a script provided by AT&T for the purpose of answering that the Order Specialist is providing services on behalf of AT&T.
•	Any Supplier Employee related to this AT&T Global Business Services CRM (Customer Relationship Management) program, either by function or by title, shall not enter into business agreements, nor act as agent for, any AT&T Network Services Competitor in facility dedicated to this Program.
•	Agreements and their contents will be reviewed by both parties during the 4th Quarter of each calendar year in order to amend any relevant items.

R. Operational Control Compliance Provision

For all services that Supplier performs for AT&T, Supplier shall be responsible for successfully passing all testing, audits and the specific operational controls (collectively “Control(s)”) outlined in the attached Exhibit B of this Order.

If Supplier’s performance fails to pass the Controls that are conducted by either AT&T’s team, or by AT&T’s third party auditor(s), or AT&T’s internal auditors, (collectively, “AT&T Auditors”), then AT&T shall be entitled to receive a performance credit of $[*] deducted from Supplier’s monthly invoice for each such failed Control. In addition Supplier shall also provide remediation plans for each failed Control to AT&T in writing within15 calendar days of AT&T’s identification of such failure, for each failed Control.

Such remediation plans are subject to AT&T’s written approval, and shall outline the method that Supplier shall use to correct the failures and allow for successful passing of the Controls during subsequent retesting conducted by AT&T’s Auditors by the next testing period.

Supplier’s implementation of such remediation plans shall not limit AT&T’s rights to receive the above described performance credit, not to exceed $[*] of Supplier’s monthly invoice for the month of the Control failure(s), to be issued as a credit to AT&T in the subsequent month’s invoice. If Supplier’s remediation fails, then AT&T reserves the right to receive an additional performance credit of $[*] from the invoice for the month the remediation failure occurred.

For example, during June, if Supplier fails one of the three Controls outlined in Exhibit A, as determined by AT&T’s Auditors, then AT&T shall be entitled to a $[*] performance credit applied to all charges incurred by AT&T for June (or for example, if two missed controls $[*] = $[*] x 2).

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

High Speed Ordering
Order No. 20070105.006.003
Attachment A
Page 14 of 14

If Supplier remediates the failure in July, AT&T, at its sole discretion, may waive such performance credit. If AT&T does not waive such performance credit, Supplier shall apply a performance credit equal to $[*] (or if two controls are missed $[*]) from the June charges on Supplier’s invoice issued in August.

If Supplier does not remediate the failure in July, AT&T, at its sole discretion, may impose an additional $[*] performance credit from the June charges that shall be applied to the invoice issued from Supplier to AT&T in September.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their
third party representatives, except under written agreement by the contracting Parties.

EX-10.105

EXHIBIT 10.105

Agreement #20070105.006.S.002
Tier III Service Management

Between

Startek, Inc.

And

AT&T Enterprise Services, Inc.

• Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission. An asterisk within brackets denotes omissions.

Order. No. 20070105.006.S.002
Attachment A — Tier III Service Management
Page 1 of 3

AGREEMENT ORDER #20070105.006.S.002
TIER III SERVICE MANAGEMENT

Supplier: StarTek, Inc.
100 Garfield St.
Denver, CO 80206
[*]

StarTek Inc. (“Supplier”) agrees to perform customer care services (“Work”), as described below for AT&T Corp. (“AT&T”). Whenever the word “Program(s)” shall appear, the same shall mean “Work”.

I.	Supplier agrees that the terms and conditions of Agreement 20070105.006.C between Supplier and AT&T shall be applicable to the Work authorized by this Order.
II.	STATEMENT OF WORK — This Order authorizes Supplier and Supplier agrees to provide the Work described below and in Attachment A entitled “STATEMENT OF WORK”, dated 23 January 2007, attached hereto and made a part hereof. In so doing, Supplier shall provide TIER III Service Management customer care support in support of AT&T’s specified Business customers on behalf of AT&T (hereinafter, “Program(s)”).
III.	(A) TERM — This Order applies to all Work as described in the STATEMENT OF WORK, effective as of April 01, 2007 and terminating on March 31, 2008.
IV.	Supplier agrees to submit invoices, with supporting documentation, to AT&T’s program Invoice Manager listed below. Invoices against this Order shall include Agreement and Work Order Number 20070105.006.S.002, exactly as shown, and shall be submitted electronically to AT&T”s program Invoice Manager. Supplier shall provide a monthly invoice estimate to AT&T’s representative ten (10) days before the actual monthly invoice is sent to AT&T.
	AT&T’s program Invoice Manager:

[*]
AT&T
Worldwide Customer Service
Room 955
220 N. Meridian St.
Indianapolis, IN 46204
[*]
[*]

V. AT&T’s Program Representative is as follows:

[*]
AT&T Corp.
Office 214B
4513 Western Avenue
Lisle, IL 60532-1571
[*]
[*]

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

Order. No. 20070105.006.S.002
Attachment A — Tier III Service Management
Page 2 of 3

VI. AT&T’s Contract Representative is as follows:

[*]
AT&T Corp.
Room 1C146A
One AT&T Way
Bedminster, NJ 07921
Phone: [*]
Email: [*]

VII. Supplier’s Representative is as follows:

[*]
StarTek, Inc.
100 Garfield St
Denver, CO 80206
Phone: [*]
[*]

VIII.	Maximum expenditures under this Order shall not exceed Two Million Three Hundred Thousand Dollars ($2,300,000.00). Subject to this maximum and notwithstanding any other provisions in this Order, the total amount payable by AT&T for the Work shall be determined by applying the stated rate of compensation to the Work actually performed by Supplier. Supplier shall not render Work and AT&T shall not be required to pay for Work in excess of the amount above, unless Supplier has first secured an amendment to this Order authorizing the increased expenditure.
IX.	PRICING SCHEDULE —
	This PRICING SCHEDULE shows the amounts to be paid to Supplier for Work to be performed under this Order following receipt and acceptance by AT&T as follows:

Description	Hourly Rate
CSM I (“Customer Service Manager”)	$[*]
CSM II	$[*]
*Training	$[*]
Holidays	[*] times hourly rate

*Does not include refresher, continuation or attrition training, which shall be at Supplier’s sole cost and expense.

Supplier agrees that the rates provided above are all inclusive of the costs for the Program, which includes but are not limited to the following items, and no other charges shall be billed to AT&T.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

Order. No. 20070105.006.S.002
Attachment A — Tier III Service Management
Page 3 of 3

1.	Training (refresher, continuation and attrition training)
2.	Dedicated Area Managers
3.	Dedicated Reports Analyst
4.	Dedicated Process Managers
5.	Dedicated Escalation Managers
6.	Dedicated Supervisors
7.	Travel and Living
8.	Pagers/Cell Phones
9.	Programming (e.g., scripting, legacy programming)and all programming production support and maintenance functions.
10.	Program/Account management functions and personnel
11.	Development and issuance of reports
12.	Recruiting of Customer Service Manager
13.	Processing Downtime Forms
14.	Systems Access and Requirements
15.	Systems — Managing and Maintaining equipment and access
16.	Postage
17.	Telecommunication Costs
18.	Copies

IN WITNESS WHEREOF, the Parties have caused the Agreement No. 20070105.006.S.002 to be executed, which may be in duplicate counterparts, each of which will be deemed to be an original instrument, as of the date of the last Party signs.

STARTEK, INC.	AT&T, Inc.
By: /s/ A. L. Jones	By: /s/ Keith Connolly
Printed Name: A. L. Jones	Printed Name: Keith Connolly
Title: Pres. & CEO	Title: VP, Global Strategic Sourcing
Date: 5/2/07	Date: 4/12/07

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

Order. No. 20070105.006.S.002
Attachment A — Tier III Service Management
Page 1 of 14

STATEMENT OF WORK
Tier III Service Management
01 April 2007

A. Program Description

Supplier shall provide dedicated and properly trained Customer Service Managers (“CSM”) and other supporting personnel identified herein to support AT&T’s Tier III Service Management customer servicing role. CSMs will be required to receive inbound calls received from external customers as well as internal referrals. For a host of products and services the CSMs will handle the functions of responding to inquiries, ordering, billing adjustments, service/account maintenance and optimization as described in the role definition shown below. Additionally, outbound correspondence may be necessary to properly fulfill certain customers’ requests.

Supplier shall also provide [*] dedicated Area Manager for every [*] CSMs and perform the services as detailed in the role definition below. The Area Manager will support and manage the CSMs. The CSMs will be required to have access and be knowledgeable on various AT&T systems.

The CSM’s primary responsibility is to provide post sales support to specified AT&T business customers including, but not limited to: lifecycle management, customer issue resolution, billing resolution, service delivery, project management, stewardship and eServicing adoption. The CSM team will receive inbound calls, emails and Project Delivery Manager (“PDM”) requests from external customers and AT&T referrals. Additionally, outbound correspondence will be necessary to fulfill certain requests and status customers and account teams. Exhibit A, attached hereto, contains a matrix of services, which defines the services Supplier will support. Supplier shall comply with any changes to this list that may be provided by AT&T. Supplier shall also perform all batch work necessary and after call support (e.g. an offline customer service activity generated when a customer calls and makes a request for an order, adjustment, re-rate, an error correction, or any other service related activity that cannot be completed during the customer contact), which shall include performing all follow-up work, needed to update accounts.

Supplier will refer to AT&T, any inquiries which are beyond the scope of this program. Supplier will receive requests via the PDM, (i.e., the AT&T internal project management system), email, and/or an 800 number. Supplier will follow the AT&T CSM process and role descriptions except where noted, including metrics and performance management.

The customers in this program, currently referred to as Tier III, will total approximately 4,000 and represents no commitment on behalf of AT&T. Supplier will provide reports including their performance against the required DMOQs set forth herein. Supplier also agrees to provide stewardship reporting by customer as requested. Supplier shall have a reporting resource dedicated to this project to provide daily results and reports, analysis, and recovery plans as needed. The report manager will distribute the results as requested by AT&T.

Supplier will provide both CSM-I, (i.e., basic skill level), support and more experienced CSM-II, (i.e., advanced skill level), support at an initial [*]:[*] ratio. AT&T reserves the right at anytime to increase or decrease this ratio by providing written notice to Supplier.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

Order. No. 20070105.006.S.002
Attachment A — Tier III Service Management
Page 2 of 14

CSM: Role Descriptions

Title: Customer Service Manager (“CSM”)

Work Content Summary:

Supplier’s CSM is responsible for customer life cycle management, customer issue resolution, e-Service and service delivery support to AT&T’s Worldwide Customer Service (WCS), Service Management organization. The CSM may be pooled or dedicated to one or several customers or undertake projects for a variety of customers. The CSM shall act as a key liaison with AT&T’s Centers of Excellence (COE) and contributes to customer satisfaction by helping to ensure that orders are entered, provisioned, installed, billed, and maintained correctly and by keeping the customer informed and educated on issues affecting their service. The CSM also pro-actively drives customer adoption of eService applications. The CSM obtains information from and provides information to AT&T’s account team as well as provides accurate hand-offs to the Centers of Excellence (“COE”). The may have a specialty and obtain cross training as needed.

Major Responsibilities/Results/Outputs:

Post-Sales Support

• Organizes customer project folder

• Maintains records of customer inventories for pre-identified customers

• Documents site/network documents

• Verifies order design in partnership with account team

• Data gathers in order to complete an accurate hand-off to the COE

• Provides handoffs to the Center Of Excellence (“COE”) via a Required Data Set (“RDS”), Minimum Data Set (“MDX”), Quality Minimum Data Set (“QMDS”), and Data Services “Sales to Order” handoff forms in a timely manner

• Participates in Shared Expectations Sessions with sales center representatives

• Completes appropriate Customer Confirmation Documents (“CCDs”) and Customer Information Forms (“CIFs”)

• Researches and investigates complex billing issues

• Sets customer expectations throughout the service delivery, billing and maintenance resolution process

• Articulates to customer eService applications that match business needs

• Assists AT&T’s account teams in understanding e-Service and applications for the customer.

• Works with AT&T’s account teams in generating customer eService adoption activity (e.g. presentations, seminars, mailings, etc.)

• Measurements are Customer Satisfaction, Associate Satisfaction, Order Quality, and Cycle Time and eService adoption rates

Life Cycle Management

• Manage moves, adds, and changes

• Develops positive customer relationships and is positioned as a day-to-day contact with customers in assigned territory

• Proactively schedules stewardship meetings for pre-identified accounts

• Keeps account team apprised of issues affecting current or prospective service at customer, including business needs and changes.

• Works with WCS members to implement process and interface initiatives with AT&T’s sales center and COE

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

Order. No. 20070105.006.S.002
Attachment A — Tier III Service Management
Page 3 of 14

• Works with AT&T’s account team to register and train customer personnel on electronic ordering and servicing tools including Business Direct applications.

• Focuses on customer adoption of pre-identified eService applications by developing relationships with targeted customers provided by headquarters e-Service team as well as those provided by sales center

• Develops customer relationships with additional company contacts that understand and benefit from e-Service applications.

• Works with customer to assist them in understanding e-tools that will help them manage moves, adds, and changes as well as maintenance requirements

• Understands process from entry of customer request into e-tool to delivery of service

• Captures and reports all customer touch activities into the IA Customer Touch Database (supported by the Headquarters eService Adoption Team)

• Assists with unbilled revenue resolution

Customer Issue Resolution

• Develops priorities with customer and enhances conflict resolution skills to effectively manage numerous customer issues and projects

• Acts as the Customer Advocate across the WCS organization to ensure billing accuracy

• Acts as the Customer Advocate across the WCS organization to ensure best-of-class eService tool development, back-end process implementation and delivery of service to the customer.

• Pro-actively works on resolution of complex billing issues

• Investigates and resolves billing issues, utilizing the relevant AT&T systems and coordinates with the COE/Customer Sales and Service Support (CSSS) and sales center as necessary

• Coordinates with COEs to ensure integrated implementation of billing orders

• Investigates and resolves maintenance issues, utilizing the relevant AT&T systems and coordinating with Maintenance, as necessary

• Involves the COE, as appropriate, to write corrective complex orders as needed in the resolution of maintenance issues

• Escalates to AT&T and refers to billing and maintenance contacts, as necessary

• Develops strong linkages and relationships with a variety of groups responsible for supporting AT&T services

• Understands and operates within interface agreements

• Continues to set appropriate customer expectations of e-tool adoption throughout service delivery

Service Delivery

• Focuses on improving cycle time from Customer Purchase Decision Date (“CPDD”) to handoff to COE

• Is the Customer Advocate across the WCS organization to insure On Time Performance

• Sets appropriate customer expectations to service delivery guidelines

• Verifies accuracy of minimum data set before hand-offs to COEs

• Interfaces with equipment vendors and LECs, as necessary

• Coordinates with COEs to ensure integrated implementation of orders that span multiple product lines and locations on prioritized accounts

• Escalates to AT&T, as necessary, when critical dates are not meeting customer expectations and internal delivery commitments on service delivery and billing projects

• Partners with the COEs and sales peer group, as appropriate, to ensure that a complete First Bill Review takes place

• Coordinates and documents Root Cause Analysis (RCA) as necessary

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

Order. No. 20070105.006.S.002
Attachment A — Tier III Service Management
Page 4 of 14

Development and General Administrative

• Works with WCS management to develop technical and leadership effectiveness through shared learning, sales meetings and attendance at formal training courses to achieve competencies.

• Follows WCS organization standards and guidelines.

• Follows WCS and corporate administrative and expense guidelines.

• Follows WCS Performance Management guidelines

Knowledge and Skill Requirements

Education:

• Bachelors degree or equivalent preferred (Minimum of High School degree required)

Experience:

• AT&T experience strongly preferred

Specialist / Technical:

• Familiarity with AT&T products, processes, and systems

• Expertise with at least some AT&T systems

• Project management

• Computer literacy

Professional:

• Customer contact and conflict resolution skills

• Time management/organizational skills

Title: Area Manager-Customer Service

Work Content Summary:

Supplier’s Area Manager-Customer Service supports teams of Customer Service Managers (CSM’s) who are responsible for post sales support, Life Cycle management, and customer issue resolution. The Area Manager-Customer Service ensures that the CSM team is fully staffed, trained, and motivated to accomplish the tasks necessary to maintain customer satisfaction, improve order quality, improve order cycle time and on time performance. In addition, the Area Manager-Customer Service is the primary escalation point for his/her team for the resolution of customer issues and is responsible for assisting the Customer Service Manager in prioritizing workload. As such, the Area Manager-Customer Service must work closely with the Sales Center team members to balance workload and assign customers and projects to team CSMs. Depending upon the needs of the WCS organization and the competencies of the Area Manager-Customer Service, this manager may have CSMs reporting to them as specialists within the eServicing, billing resolution and data gathering/service delivery categories. The Area Manager-Customer Service reports to the Customer Service Director.

Major Responsibilities/Results/Outputs:

Hiring, Training, and Coaching

• Assist in sourcing, interviewing, and hiring employees in order to be fully staffed and maintain a “bench” of qualified prospective candidates.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

Order. No. 20070105.006.S.002
Attachment A — Tier III Service Management
Page 5 of 14

• Work with team to implement training and development plans for each person, which address his or her individual needs. This includes formal and informal, internal and external learning opportunities.

• Provide focused coaching for new-to-title employees, participate in their on-boarding activities, and ensure they receive mentoring by experienced employees.

• Provide focused coaching for seasoned employees to further develop in identified specialty of e-servicing, billing resolution and order quality. Identify and coach those employees who are qualified to be cross-trained within in these role specialties.

• Measure and proactively improve performance on Order Quality, Order Cycle Time, Revenue Assurance Management targets, e-servicing adoption and customer satisfaction by implementing WCS Service Management metrics for the team.

• Monitor, assess and provide coaching feedback to employees on their performance (both toward business objectives and competencies) on an ongoing basis, and, as needed, for formal performance improvement plans.

• Maintain focus on employee satisfaction, by supporting their career pathing and rewarding employee performance. Develop annual formal career plans for employees, as part of the Talent Capability Management program.

• Ensure compliance of team members with AT&T Business Process Standardization (BPS) processes and hand-off procedures.

• Work with other AT&T partners (e.g., Sales Centers/COE’s/Maintenance) to understand and refine processes and hand-off procedures.

Resource Management

• Manage team to ensure accurate Required Data Set (“RDS”) hand-off, minimize cycle time from obtainment of Minimum Data Set (“MDS”) to RDS hand-off and continuation of setting appropriate customer expectations to maximize customer satisfaction.

• Work with CBMs and Sales Managers to quantify the current and forecasted Customer Service Manager workload in the sales center in terms of post sales support, Life Cycle management, and customer issue resolution tasks.

• Implement WCS Service Management Project Log and Scorecard to manage workflow and track project status.

• Prioritize workload and assign Customer Service Managers to projects and internal teams in accordance with WCS and corporate objectives.

• Monitor progress against team workload and intervene as necessary to re-allocate resources.

• Monitor internal and external customer satisfaction and work quality to drive continuous improvement.

• Work with RAM and Sales Center to facilitate targeted customer billing and dispute resolution.

Escalation Management and Resolution

• Utilize appropriate resources to resolve escalations from WCS Life Cycle Team.

• Manage Root Cause Analysis and learnings for shared learning and improvement

• Serve as primary team resource for information or direction on ordering, provisioning, billing, and maintenance processes using Business Process Standardization (BPS) as the primary resource.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

Order. No. 20070105.006.S.002
Attachment A — Tier III Service Management
Page 6 of 14

Development and General Administrative

• Work with WCS management to develop technical and leadership effectiveness through shared learning, peer meetings and attendance at formal training courses to achieve competencies.

• Attend industry and customer seminars and keep abreast of trends via Internet or trade publications to broaden learning experience.

• Follow WCS organization standards and guidelines.

• Follow WCS and corporate administrative and expense guidelines.

Knowledge and Skill Requirements

Education:

• Bachelors degree or equivalent

Experience:

• Project management

• Large team management experience is highly recommended

Specialist / Technical:

• In-depth knowledge of AT&T products, processes, systems, and escalation procedures

• Computer literacy

Professional:

• Strong interpersonal skills

• Coaching and developing

• Communication

• Project management

• Resource management

• Time management

• Multi-tasking

• Team leadership

• Business skills

B. Hours/Days of Operation

Supplier shall perform the Work Monday through Friday from 8:00 a.m. to 8:00 p.m. Eastern Time (“ET”).

Supplier shall provide 24X7X365 day coverage for maintenance escalations

Supplier shall manage the CSM Full Time Equivalent (“FTEs”) to cover the time periods set forth above. CSMs shall not exceed 40 hours in any given week with prior written approval by AT&T.

The above hours and/or days of operation are subject to change as agreed upon or designated in writing by AT&T.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

Order. No. 20070105.006.S.002
Attachment A — Tier III Service Management
Page 7 of 14

C. Holidays

Supplier shall not perform nor invoice for work on AT&T’s observed holidays shown below unless requested by AT&T in writing. If such holiday(s) are approved by AT&T in writing, Supplier shall invoice AT&T pursuant to the Rates shown in Section IX — PRICING SCHEDULE.

New Years Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Christmas Day

D. Staffing

Supplier shall provide [*] CSM-II dedicated resources to perform the work pursuant to the “Role Description” and “Knowledge and Skill Requirements” set forth in Section A as they pertain to the AT&T’s TIER III Service Management Function. AT&T reserves the right at anytime, in its sole discretion, to increase or decrease the number of CSMs by providing written notice to Supplier, for any reason whatsoever, including without limitation the following conditions: performance issues and/or changes in volume growth.

E. Span of Control

Supplier shall provide [*] dedicated Area Manager (“AM”) for every [*] CSMs that are staffed.

F. Training

AT&T currently has various training programs for providers of the Program. If AT&T has an existing training program relating to particular work at the time of execution of this Agreement, AT&T may provide such training program to Supplier, at AT&T’s sole discretion, to allow Supplier to train its employees.

Supplier trainers shall participate in such training programs, at no cost to AT&T. AT&T representatives may deliver this training class. AT&T reserves the right to determine the number of Supplier trainers and such training shall take place at Supplier’s facility. If AT&T requires the trainers to be trained at AT&T’s’ facility, the parties will mutually agree on any travel and living expenses.

Supplier shall provide, at Supplier’s facilities, a training and education staff for all new hire and supplemental training for all CSMs and AMs. Supplier warrants that this training and education staff will have extensive knowledge of voice communication and skill requirements mentioned herein. Supplier shall provide a quality-training program that ensures proficiency in both basic voice communications and customer care soft skills. Supplier agrees that CSMs and AMs shall receive the following training:

• Basic voice communications: Minimum curriculum requirements necessary to provide new associates with a basic knowledge of voice communications.

• Customer Care Skills (e.g., handling irate customer, etc.)

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

Order. No. 20070105.006.S.002
Attachment A — Tier III Service Management
Page 8 of 14

Training class size shall be no greater than [*] CSMs without AT&T’s written approval.

The total training time for new CSMs or AMs is [*] hours, subject to change upon written notification by AT&T.

Training shall cover the following topics directly related to the products and services provided by AT&T. Such training shall include, but not be limited to:

• The applications, components, etc. of TIER III services;

• The understanding of how the services work and the various components;

• Customer Care Skill Set;

• Telephone Skills; and

• Customer dissatisfactions/objections.

AT&T may provide necessary job aides whom Supplier’s CSMs shall use to accurately complete ordering screens.

Supplier shall provide AT&T with any requested copies of all testing materials and test scores.

Supplier agrees that specific AT&T educational modules conducted by Supplier include, but are not limited to:

Voice	Data	Voice and Data	Local
• Advanced Features (Includes simple & complex) • BAC/FIS/CIA • Circuit Sizer • International SVC Implementation • International Toll Free • IOM Switched • ISOR-International Services Order Req. • OneNet • OT — Order Taker • RDS Referrals • Safer • SDN Implementation • SSIRS • Thrifty Biller • Toll Free Mega-com Products • Turbo TAC Process • UAM on the Web/UB Biller • UIS — Nodal • VTNS • WATS/SOP	• Accunet Complex • Accu-Ring Implementation Overview • ATM Process Overview • Data Implementation & Inventory Systems • Frame Relay Basics • Frame Relay Complex • INCS • IP Enabled FR • Private Line Overview • UIS-FR, ATM INCS • UIS-PL • VTNS-Data Ordering	• ABN (Lifecycle) • Access Arrangements • Billing Scorecard • BMP-Maintenance BPS- Bus Process Standard • CBS — Billing • Churn Tool • Class-EAO • CMT — Contract Management Tool • COBRA • Doc Viewer • EFMS • EFMS — Escalation • Exception Process • EOL-SAART • FIND IT • PDM — Project Development Manager • POCITS • PRODIS-Contracts • SOTS • TIRKS/ACMS • MDS Handoff	• Local Service Tools • LIFE • Martin • MAC-D • Network Primer • Prime Products • ADS Local/STO

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

Order. No. 20070105.006.S.002
Attachment A — Tier III Service Management
Page 9 of 14

AT&T Provided Training:

AT&T may provide, if deemed necessary by AT&T, Subject Matter Expertise (“SME”) for knowledge of products and services, processes, and general information.

Attrition

Supplier will provide AT&T a monthly headcount report (see Table A), detailing CSM personnel losses due to attrition or other reasons (by category), headcount additions, and current headcount. In the event Supplier personnel leave the Program and new hires are to be trained, the attrition training costs will be borne by Supplier. Supplier agrees to a timely and orderly transition of accounts handled by the departing CSM to another fully trained CSM.

TABLE A

ATTRITION ANALYSIS

	Month 1	Month 2	Month 3	Month 4	...Month X
Productive Headcount
Non-Productive Headcount
Area Managers
New Hires
FMLA (scheduled to return)
Internal (Positive)Attrition
- Promotion within Project
- Promotion out of Project
- Transfers Out
- Retirement
Attrition (Negative)
Removal by Supplier
- Not a Job Match (Company Choice)
- Job Dissatisfaction (Employee Choice)
- More $, Same Type of Job (Employee Choice)
- More $, Promotion (Employee Choice)
- Personal Reasons (Employee Choice)

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

Order. No. 20070105.006.S.002
Attachment A — Tier III Service Management
Page 10 of 14

G. Systems

Supplier shall provide, at its sole cost and expense, access to the following AT&T systems as defined by AT&T.

• International Service Order Request (“ISOR”)

• Billing And Collection (System)/ Financial Information System/ Consolidated Inquiry and Adjustment System (“BAC/FIS/CIA”)

• ABN Inventory System (“UAM on the WEB”)

• Customer Order And Billing Revenue Administration (“COBRA”)

• Web based system used to add promo / RJA codes to circuits billing incorrectly (“Churn Tool”)

• System used to look up account assignment (“EOL-SAART “)

• Customized Local Access Signaling Services-Electronic Access Ordering (“CLASS-EAO”)

• Business Maintenance Platform (“BMP”)

• Contract Billing System (“CBS”)

• Account created when customer does not have billing account established with AT&T. Also system used to look up Thrifty billing (“Thrifty”)

• Web based system used to calculate trunking for T1.5 voice sizing (“CIRCUIT SIZER”)

• Contract Management Tool (“CMT”)

• AT&T’s system to look up Contracts (“Contrax”)

Information given to callers or collected by Supplier representatives will be taken from and/or input into AT&T systems. In the event that the AT&T systems go down, Supplier shall capture call information on the AT&T-provided downtime forms. Supplier agrees that it will then input information from these downtime forms into the AT&T system once the system is restored. Periods of time during the day in which occupancy is lowest will be utilized to perform this function. This information will be input into the system as soon as reasonably possible but not to exceed [*] hours after restoration of the impacted systems. However, if system downtime exceeds one (1) outage per day of more than two (2) hours, Supplier shall provide AT&T with timeline expectations, as mutually agreed upon in writing by Supplier and AT&T, for inputting the information for each day of the month that this condition exists. Downtime forms will be destroyed or sent to AT&T, as directed by AT&T. Supplier will destroy any downtime forms not requested to be sent to AT&T within twenty-four (24) hours.

H. Direct Measures of Quality (“DMOQs”)

Supplier shall adhere to the DMOQs shown below and to the Individual Performance Objectives and targets shown on Exhibit B, attached hereto. AT&T reserves the right to revise and/or add DMOQs at AT&T’s sole discretion by providing written notice, and Supplier agrees that it shall adhere to such revised/additional DMOQs.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

Order. No. 20070105.006.S.002
Attachment A — Tier III Service Management
Page 11 of 13

DMOQs requirements:

Description	Objective		Metric
Zone 0 cycle time	•	Customer Purchase Decision Date (“CPDD”) to Minimum Data Set (“MDS”) received	[*] days
Zone 1 cycle time	•	MDS received to Required Data Set (“RDS”) submit	[*] days
	•	RDS submit to RDS approved	[*] days
Total 0 + 1	CPDD to RDS approved		[*] days
RDS accuracy	% RDS accepted first time		[*]%
Stewardship Management - Providing Customer Service Plans, Customer Action Plans, Stewardship Scorecards and managing Work In Progress when applicable.	See Exhibit B		See Exhibit B

Notwithstanding Supplier’s successful meeting of the DMOQs set forth in this Section, AT&T reserves the right to recover damages for any and all individual failures to perform as required by the terms and conditions of this Agreement. Consequently, for example, even if Supplier’s performance is within the DMOQ objective, such as the CPDD to RDS approved objective, any Supplier individual failure may nevertheless be considered a material breach for which AT&T does not waive its right to recover damages.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

Order. No. 20070105.006.S.002
Attachment A — Tier III Service Management
Page 12 of 14

DMOQs shall be measured and reported in detail by Supplier using the following sample spreadsheet format as required by AT&T on a daily/weekly/monthly basis.

Tier III RDS SCORECARD	03/08		03/15
New Acq. / Lifecycle / All Services
Projects in (Project Create in Period)		[*]		[*]
-Projects In, RDS Status = Approved		[*]		[*]
-Projects in RDS Status = Rejected		[*]		[*]
-Projects in RDS Status = Submitted		[*]		[*]
MDS
MDS Received		[*]		[*]
MDS Approved (Sales Portal Only)		[*]		[*]
MDS Received & On-Time		[*]		[*]
% Received on Time (CPDD +[*] days)		[*]		[*]
RDS
RDS Submit		[*]		[*]
RDS Approved		[*]		[*]
Book to Bill Ratio (RDS Submit / RDS Approved)		[*]		[*]
RDS Submitted On-Time		[*]		[*]
RDS Approved On-Time		[*]		[*]
RDS Approved First Time		[*]		[*]
% Submitted On-Time (CPDD +[*] days)		[*]		[*]
% Approved On-Time (CPDD +[*] days)		[*]		[*]
% RDS Approved 1st Time		[*]		[*]
Cycle Times (RDS Approved in period)
CPDD to MDS Received		[*]		[*]
MDS Received to MDS Approved (Sales Portal Only)		[*]		[*]
MDS Received to RDS Submitted		[*]		[*]
MDS Approved to RDS Submitted (Sales Portal Only)		[*]		[*]
RDS Submitted to RDS Approved		[*]		[*]
CPDD to RDS Approved		[*]		[*]

The attainment of DMOQ’s in Exhibit B will be determined by a AT&T generated scorecard that will provide results for customers in the Tier III Program. In addition, the Supplier will maintain a scorecard tracking the Stewardship component of the program.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

Order. No. 20070105.006.S.002
Attachment A — Tier III Service Management
Page 13 of 14

I. Quality Monitoring

Supplier shall provide to AT&T, at no additional charge, remote quality monitoring in accordance with the clause entitled “Quality Monitoring” shown in Appendix H of the Contact Center Agreement 20070105.006.C.

J. Reports

Supplier shall provide to AT&T detailed daily/weekly/monthly reports, as requested by AT&T including call center metrics and their performance against the required DMOQs identified herein. Supplier will provide detail electronically, including via a web based portal. Supplier shall also provide action plans needed to track, on a daily basis the metrics, exception reports, etc. In addition, Supplier shall provide Tier III customer contact characteristics, which include, but are not limited to: request type, service involved, disposition, etc., as determined by AT&T.

Supplier shall staff one (1) Dedicated Reports Analyst responsible for communicating, analyzing, and reporting on aforementioned metrics.

K. Work Location

Supplier shall perform the Work at the following location: Greeley, CO

L. Workforce Management Plan

Supplier must provide AT&T with a minimum [*] day notice of any planned changes (not including resignations) to Escalation Manager, Area, Program, District and Division Manager position staffing. Whenever an individual in one of these positions is replaced, Supplier will provide AT&T with a documented candidate selection and transition process, along with a description of the proposed candidate’s skills and experience.

M. Post Outage Review and Root Cause Analysis

In the event any telecommunications services or processes are not operating properly, Supplier shall take immediate and appropriate action in accordance with Supplier’s business continuity plan to rectify the malfunction and shall immediately notify AT&T Representative within [*] hour of the service-affecting situation and of remedial action taken.

Supplier shall provide root cause analysis and/or post outage review to AT&T within [*] hours after an outage or by close of business Monday if the trouble occurs on Friday after an outage, including the testing of all failed components, analysis of failures, identification of chronic and systemic problems, implementation of fixes and monthly reporting on component failures and actions taken. Results of the root cause analysis shall be provided to AT&T in

writing in a format mutually agreed to by the parties. The post outage review shall cover the details of the incident and the actions taken for resolution and prevention.

P. Network Security Requirements

AT&T is currently reviewing its Network Security policies and procedures. The outcome of this review may require AT&T to implement additional security requirements above and beyond the Data Connectivity Agreement (“DCA”) associated with this Agreement. AT&T may require Supplier’s employees to obtain security clearances in order to access and use AT&T systems. If AT&T implements additional security requirements, both parties shall cooperate and mutually agree on implementation of such security requirements.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

Order. No. 20070105.006.S.002
Attachment A — Tier III Service Management
Page 14 of 14

Q. Productivity Improvement / Cost Reduction

During the term of this Order, AT&T and Supplier shall work together to reduce total time and work time per customer order and improve all tasks associated with this Program recognizing that quality must not be impaired.

Supplier agrees to identify productivity improvements to drive cost reductions and headcount reductions associated with Supplier’s billable rates. AT&T’s Program Representative has sole discretion to review and approve any headcount reduction, productivity improvement and/or cost reduction initiative identified by Supplier. If such headcount reduction, productivity improvement and/or cost reduction initiative is approved by AT&T, Supplier shall implement such initiative and once the cost savings have begun to be realized, all applicable cost reductions shall immediately be applied to all charges by Supplier invoiced to AT&T, per the applicable rates listed in Section IX PRICING SCHEDULE and any gain sharing initiatives that have been mutually agreed upon. If any substantial expense or capital investment is required by Supplier to implement an approved productivity improvement or cost reduction initiative, AT&T and Supplier will mutually agree to any such investment arrangement.

Within forty-five (45) days of the signing of this Agreement, Supplier and AT&T will work to identify and quantify productivity improvement opportunities for cost reductions referenced above. AT&T and Supplier have agreed to evaluate gain sharing opportunities on a case-by-case basis. If both parties mutually agree to a specific gain sharing initiative, the associated agreement shall specify how the realized cost savings will be applied.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

Tier III Front End
Statement of Work
20070105.006.S.002 Exhibit A
Page 1 of 1

	Fully Supported by Tier III Service	Not Supported by Tier III Service
Services/Organizations	Management	Management
Billing	Correcting Orders Only
	Investigation and Escalation	National Billing Organization (NBO)
Data	Private Line, Frame Relay, INCS, SINA
	IP/MIS Stand alone, MNS
High Speed Data	ATM, T45/DS3, OCX	Hosting
International — Core and High Speed Services	Fully Supported
Local	ADL (AT&T Digital Link)
	ALS Local (Prime)
MAC-D	UniPlan and ABN
	ABN IP/MIS
Maintenance	Fully Supported
Nodal	Private Line (Access), Advance Feature, ISDN, SDN, OneNet, VTNS, SINA	New ABN
Project Management	Simple Project Management and Top Cat	Complex — NPM Big Dawg
Switched Services	Complex (i.e., in conjunction with a COE RDS or in association with Advanced Features)	Simple (those supported by RDS to Care or IOM)

AT&T reserves the right to add/subtract services supported so long as functionality required is similar to support provided on other services to date.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties

EX-10.106

EXHIBIT 10.106

EMBR PROGRAM

20070105.006.S.007

Between

STARTEK, INC.

And

AT&T CORP.

 * Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission. An asterisk within brackets denotes omissions.

Agreement No. 20070105.006.C
Order No. 20070105.006.S.007
Page 1 of 4

AGREEMENT ORDER# 20070105.006.S.007

This Order is by and between Startek, Inc. a Delaware corporation (“Supplier”) and AT&T Services, Inc., a Delaware corporation (“AT&T”), and shall be governed pursuant to the terms and conditions of Agreement Number 20070105.006.C. Any terms and conditions in this Order that modify or change the terms and conditions of Agreement Number 20070105.006.C shall apply to this Order only.

1.	Description of Material and/or Services:
	Supplier shall provide support of AT&T’s EMEA (Europe, Middle East, Africa) MACD (Move, Add, Change, and Delete) Billing Review Program (hereinafter, “Program(s)”). Supplier agrees to provide the Work described above and in Attachment A entitled “STATEMENT OF WORK”, dated July 1, 2007, attached hereto and made a part hereof.

2.	Duration of Order:
	This agreement shall be effective from July 1, 2007 through June 30, 2008.

3.	Location:
	Supplier shall perform the Work in Supplier’s location in Grand Junction, CO.

4.	Pricing Schedule:
	This Pricing Schedule shows the amounts to be paid to Supplier for Work to be performed under this Order following receipt and Acceptance by AT&T. Invoices shall be submitted based on the number of “actual” hours worked based on time and title per month and hours worked shall exclude any non-production activity, including but not limited to lunchtime, break time, holidays, vacations, sick-time.

Description	U.S. Hourly Rate
Billing Review Specialist	$[*]
Area Manager	$[*]
*Training	$[*]

*Does not include refresher, continuation or attrition training, which shall be at Supplier’s sole cost and expense.

Supplier agrees that the rates provided above are all inclusive of the costs for the Program, which includes but are not limited to the following items, and no other charges shall be billed to AT&T.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.C
Order No. 20070105.006.S.007
Page 2 of 4

1.	Training (refresher, continuation and attrition training)
2.	Travel and Living
3.	Pagers
4.	Program/Account management functions and personnel
5.	Development and issuance of reports
6.	Recruiting
7.	Systems Access and Requirements
8.	Systems — Managing and Maintaining equipment and access
9.	Postage
10.	Telecommunication Costs
11.	Copies

5.	Payment:
	Payment shall be made monthly based on Work completed and Accepted which was performed in the prior month.

6.	Invoices/Billing Information:
	Invoices against this Order shall include Agreement 20070105.006.s.007and reflect the current Purchase Order Billing Number [*] and shall be submitted to the following:
	If Supplier is enabled to transact business with AT&T using the internet-based Ariba Supplier Network (“ASN”), Supplier agrees to submit invoices in electronic form to AT&T’s Accounts Payable organization through the ASN. If Supplier is not so enabled, it agrees to submit invoices to AT&T Accounts Payable, PO Box 66960, St. Louis, MO. 63166-6960. Supplier shall submit invoices promptly upon the later of (1) completion of shipment of all the deliverables, or (2) receiving notice that the Work has been completed to AT&T’s reasonable satisfaction. Invoices shall contain such information as AT&T may reasonably request. Invoices shall be submitted in accordance with the schedule shown in Section R of Attachment A. Unless this Agreement calls for payment at a later time, invoices shall be payable [*] days after receipt of an accurate invoice by AT&T’s Accounts Payable organization. Payment of invoices shall not waive AT&T’s rights to inspect, test or reject.
	Copies with all supporting documentation to be sent to:

[*]
[*]
Email: [*]

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.C
Order No. 20070105.006.S.007
Page 3 of 4

7.	Project Manager/Point of Contact:
	The project manager and/or point of contact shall be:

[*]
[*]
Email: [*]

8.	Name of Affiliate Ordering Services:
	AT&T Corp.

9.	AT&T’s Contract Manager:
	AT&T’s Contract Representative is as follows:

[*]
AT&T Corp.
[*]
One AT&T Way
Bedminster, NJ 07921
Email: [*]
Phone: [*]

10.	Supplier Representative:
	Supplier’s Representative is as follows:

[*]
StarTek, Inc.
100 Garfield St
Denver, CO 80206
Phone: [*]
[*]

11.

Maximum Expenditure:

Maximum expenditures under this Order shall not exceed [*]. Subject to this maximum and notwithstanding any other provisions in this Order, the total amount payable by AT&T for the Work shall be determined by applying the stated rate of compensation to the Work actually performed by Supplier. Supplier shall not render Work and AT&T shall not be required to pay for Work in excess of the amount above, unless Supplier has first secured an amendment to this Order authorizing the increased expenditure.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.C
Order No. 20070105.006.S.007
Page 4 of 4

IN WITNESS WHEREOF, the Parties have caused this Order to be executed, which may be in duplicate counterparts, each of which will be deemed to be an original instrument, as of the date the last Party signs.

STARTEK, INC.	AT&T SERVICES, INC.
By: /s/ Patrick M. Hayes	By: /s/ Richard Steadman
Printed Name: Patrick Hayes	Printed Name: Richard Steadman
Title: COO	Title: Director, Global Strategic Sourcing
Date: 6/15/07	Date: 7 June 2007
	On behalf of AT&T Corp.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties.

Agreement No. 20070105.006.C
Order No. 20070105.006.S.007
Attachment A
Page 1 of 5
July 1, 2007

STATEMENT OF WORK
Attachment A
EMEA MACD Billing Review Program
July 1, 2007

A. Program Description

Supplier shall provide dedicated and properly trained Billing Review Specialists (“BRS”) and other supporting personnel identified herein to support AT&T’s Europe Middle East, Africa (“EMEA”), Move, Add Change, and Delete (“MACD”) and New Site Billing Review program, referred to as the “EMBR” program.

The initial BRS team will be performing bill reviews on MACD and New Site service requests to ensure the bill is correctly billed at the correct rate, discounts are applied correctly and waivers are applied if appropriate. Each BRS shall use a variety of tools to perform the bill reviews. Service request (MACD) will be emailed to the BRS. The BRS will then verify the rates, discounts on the bill. If there are discrepancies the BRS will then enter a dispute into the AT&T Customer Care Center, for investigation via AT&T’s Invoice Dispute Management System (IDMS) for correction and any necessary adjustments.

As the AT&T completes any Billing Review Automation Tools, the Supplier’s BRS team shall test these systems with AT&T, by using the tools in a Controlled Introduction (“CI”) environment.

Supplier’s BRS Responsibilities:

• Project manage bill review project for EMEA MACD Service Requests to ensure the accuracy of the billing.

• Perform root cause analysis of systemic issues impacting billing and Accounts Receivable (“A/R”). Work with AT&T’s Dispute Management Centers to resolve customer billing issues and implement long term process or system improvements

• Track Key Performance Statistics for lifecycle customers

Knowledge and Skill Requirements

Education:

Bachelor’s degree or equivalent preferred (Minimum of High School degree required).

Experience:
Previous experience supporting AT&T programs strongly preferred.

Specialist / Technical:

• Project Management of complex billing implementations with cross organizational dependencies and deliverables

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties.

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• Service specific knowledge such as Accu-ring, Frame/ATM, Private Line EMEA Electronic Virtual Private Network (“eVPN”)

• Familiar with AT&T’s Business Services financial and provisioning systems:

• Oracle,

• Invoice Dispute Management System (IDMS)

• Global Account Management System G/AMS

• Billing Rule Management (BRM)

• INFQ QMF (Production Report,),

• DOCVIEWER)

• Service Manager

• Post-Customer Signature Custom Contract Status Tool (PCS — Homer)

• Familiar with AT&T billing and service delivery platforms (i.e. ORACLE)

• Knowledge of customers billing format, contract and media types

• Knowledge of the dispute resolution process and supporting organizations

• Advanced Microsoft Office skills

Professional:

• Demonstrated strong oral and written communication skills as well customer interface skills

• Detail oriented with strong analytical skills

• Must have high energy level and self-initiative

B.	Hours/Days of Operation
	Supplier shall perform the Work Monday through Friday between 9:00 a.m. to 6:00 p.m. Eastern Time (“ET”).
	Supplier shall manage the BRS Full Time Equivalents (“FTEs”) to cover the time periods set forth above. BRSs shall not exceed [*] hours in any given week without prior written approval by AT&T.
	The above hours and/or days of operation are subject to change as agreed upon or designated in writing by AT&T.

C.	Overtime
	All overtime must be authorized in advance in writing by AT&T and will be compensated at [*] times the standard hourly rate.

D.	Holidays
	Supplier shall not perform nor invoice for work on AT&T’s observed holidays shown below unless requested by AT&T in writing. If such holiday(s) are approved by AT&T in writing, Supplier shall invoice AT&T at [*] times the standard hourly rate.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties.

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New Years Day	Thanksgiving Day
Memorial Day	Day After Thanksgiving
Independence Day	Christmas Day
Labor Day

E.	Staffing
	Supplier shall initially provide [*] BRS FTE’s to perform the work pursuant to the Supplier’s BRS Key Responsibilities set forth in Section A.
	AT&T reserves the right at anytime, in its sole discretion, to increase or decrease the number of BRSs by providing written notice to Supplier, for any reason whatsoever, including without limitation the following conditions: performance issues and/or changes in volume growth.

F.	Span of Control
	Supplier shall provide [*] dedicated Area Manager (“AM”) for every [*] BRSs that are staffed to provide leadership and support to the BRS’s. The Area Managers to BRS ratio may deviate based on the needs of the business with prior written approval by the AT&T Program Manager.

G.	Training
	AT&T currently has various training programs for providers of the Program. If AT&T has an existing training program relating to particular work at the time of execution of this Order, AT&T may provide such training program to Supplier, at AT&T’s sole discretion, to allow Supplier to train its employees.
	AT&T representatives will deliver the initial training. For any AT&T activities or services where Supplier currently has an existing training module, AT&T can request that Supplier conduct this training internally. Supplier trainers shall participate in such training programs, at no cost to AT&T. AT&T reserves the right to determine the number of Supplier trainers and such training shall take place at Supplier’s facility. If AT&T requires the trainers to be trained at AT&T’s’ facility, the parties will mutually agree in writing on any travel and living expenses.
	The total training time for new BRSs with experience supporting AT&T work is estimated at [*] hours. The total training time for new BRSs without experience supporting AT&T work is estimated at [*] hours. Estimates are subject to change upon written notification by AT&T. AT&T agrees to pay for such training pursuant to the Training rate set forth in Section IX Pricing Schedule. Supplier shall not invoice AT&T for any hours above the hours set forth herein unless advance written approval is obtained. Supplier agrees that training class size shall be no greater than [*] BRSs without AT&T’s written approval. Supplier shall provide AT&T with any requested copies of all testing materials and test scores.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties.

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Supplier shall be responsible for all costs associated with refresher, continuation and attrition training, while AT&T will be responsible for the training costs related to program growth pursuant to the Training rate shown in Section IX Pricing Schedule.

H.	Systems
	The following AT&T systems shall be used by Supplier’s BRS team in Grand Junction, CO, subject to change as deemed necessary by AT&T.

• Oracle,

• Invoice Dispute Management System (IDMS),

• Global Account Management System G/AMS,

• Billing Rule Management (BRM),

• INFQ QMF (Production Report),

• DOCVIEWER

• Service Manager

• Post-Customer Signature Custom Contract Status Tool (PCS — Homer)

I.	Direct Measures of Quality (“DMOQs”)
	Supplier shall adhere to the DMOQs shown below. AT&T reserves the right to revise and/or add DMOQs at AT&T’s sole discretion by providing written notice, and Supplier agrees that it shall adhere to such revised/additional DMOQs.
	DMOQ requirements:

Description	Metric
# of Bill Reviews	[*] % bill reviews completed within [*] days of invoice date
Review on Defects	Invoice to capture cycle time <= to [*] days

J.	Reporting
	AT&T will provide Supplier timely access to the data necessary, as solely determined by AT&T, to generate the required daily, weekly, and monthly status reports, which shall be provided by Supplier, at no additional charge.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties.

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Order No. 20070105.006.S.007
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K.

Workforce Management Plan

Supplier shall provide AT&T with a minimum [*] notice of any planned changes (not including resignations) to Area, Program, District and Division Manager position staffing. Whenever an individual in one of these positions is replaced, Supplier shall provide AT&T with a documented candidate selection and transition process, along with a description of the proposed candidate’s skills and experience.

L.	Post Outage Review and Root Cause Analysis
	In the event any telecommunications services or processes are not operating properly, Supplier shall take immediate and appropriate action in accordance with Supplier’s business continuity plan to rectify the malfunction and shall immediately notify AT&T Representative within [*] of the service-affecting situation and of remedial action taken.
	Supplier shall provide root cause analysis and/or post outage review to AT&T within [*] hours after an outage or by close of business Monday if the trouble occurs on Friday after an outage, including the testing of all failed components, analysis of failures, identification of chronic and systemic problems, implementation of fixes and monthly reporting on component failures and actions taken. Results of the root cause analysis shall be provided to AT&T in writing in a format mutually agreed to by the parties. The post outage review shall cover the details of the incident and the actions taken for resolution and prevention.

M.

Network Security Requirements

AT&T is currently reviewing its Network Security policies and procedures. The outcome of this review may require AT&T to implement additional security requirements above and beyond the Data Connectivity Agreement (“DCA”) associated with this Agreement. AT&T may require Supplier’s employees to obtain security clearances in order to access and use AT&T systems. If AT&T implements additional security requirements, both parties shall cooperate and mutually agree on implementation of such security requirements.

Proprietary Information
The information contained in this Agreement is not for use or disclosure outside AT&T, Supplier, their Affiliates and their third
party representatives, except under written agreement by the contracting Parties.

EX-10.107

EXHIBIT 10.107

AMENDMENT NO. 2
TO
T-MOBILE USA SERVICE PARTNER
SERVICES AGREEMENT

This Amendment No. 2, dated April ___, 2007 (this “Second Amendment”) is made to that certain T-Mobile USA Service Partner Services Agreement, dated August 1, 2005, as amended by that certain Amendment No. 1, dated June 23, 2006, between StarTek USA, Inc., a Colorado corporation (“Service Partner”), with a principal place of business at 100 Garfield Street, Denver, Colorado 80206, and T-Mobile USA, Inc., a Delaware corporation (“T-Mobile USA”), with offices for business at 12920 SE 38th Street, Bellevue, Washington 98006 (the “Agreement”). Except as specifically defined otherwise herein, all terms defined in the Agreement shall have the same meanings when used in this Second Amendment.

Service Partner and T-Mobile agree as follows:

1. A new Section 4.1.10 is hereby added to the Agreement, which shall read in its entirety as follows:

4.1.10. Service Partner has developed a plan to become substantially compliant with by Q1, 2008 an approved version of the Payment Card Industry Data Security Standard, developed and published jointly by American Express, Discover Financial Services, JCB, MasterCard Worldwide and Visa International (“Card Issuers”) or the PCI Security Standards Council (the “Council”), as applicable, for protecting individual numbers used to identify credit and debit card accounts and other personally identifiable information relating to the use of such credit and debit card accounts (“Cardholder Information”), as the same may be amended, updated, replaced or augmented by the Card Issuers and the Council (the “PCI Standard”). Service Partner will provide T-Mobile USA with regular updates/reports about ongoing compliance efforts with the PCI Standard and will take all appropriate steps to incrementally develop compliance and once in compliance will remain substantially compliant thereafter.

2. A new Section 4.1.11 is hereby added to the Agreement, which shall read in its entirety as follows:

4.1.11. From and after the time it becomes compliant as set forth in Section 4.1.10, Service Partner will not knowingly or intentionally cause T-Mobile: (a) be in material violation of the PCI Standard or (b) to be fined, sanctioned or penalized by Card Issuers, the Council or any third party for a material failure to properly protect, secure, maintain, use and store Cardholder Information.

* Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission. An asterisk within brackets denotes omissions.

3. A new Section 6.12 is hereby added to the Agreement, which shall read in its entirety as follows:

6.12 Cardholder Information. Service Partner acknowledges that it may, in connection with performing its duties in accordance with this Agreement, have access to, or be provided, Cardholder Information.

(a) Service Partner acknowledges and agrees that, as between Service Partner and T-Mobile, all Cardholder Information is, and shall remain, owned by T-Mobile.

(b) Service Partner acknowledges and agrees that Service Partner is responsible for the security of Cardholder Data that Service Partner possesses or controls.

(c) Service Partner shall only access, use and disclose Cardholder Information if and to the extent necessary (i) to process and otherwise facilitate credit and debit transactions on T-Mobile’s behalf; (ii) to comply with Applicable Laws, Card Issuer regulations and written T-Mobile policies; and (iii) to do as otherwise instructed in writing by an authorized T-Mobile officer.

(d) Service Partner acknowledges and agrees that Cardholder Information is T-Mobile Information for all purposes under this Agreement; provided, however, that the first sentence of Section 6.5 will not apply to Cardholder Information.

(e) Service Partner agrees to provide the Council, the Card Issuers and any of their respective agents and designees with full, appropriate access to any and all Service Partner Systems, and any other Service Partner books, records, premises and systems in the event of any Security Breach in which Cardholder Information may have been compromised, and to cooperate fully with any verification, testing and review of Service Partner’s compliance with the PCI Standard.

4. A new Section 6.4 is hereby added to the Agreement, which shall read in its entirety as follows:

6.4. Confidentiality. The Parties acknowledge that each may be given access to certain confidential or secret information and material relating to or owned by the other, including but not limited to financial information, customer lists, information pertaining to T-Mobile USA or Service Partner customers, files and other information regarding that Party’s business, organization, operations and plans in the course of the performance under this Agreement (the Confidential Information”). Such information and material shall be the sole and exclusive property of the provider of such information, and each Party agrees that during the term of this Agreement and for five (5) years thereafter (and with respect to T-Mobile Information and trade secrets, indefinitely), the receiving Party will not disclose such confidential or secret information or material, or the terms of this Agreement, to any

governmental agency, person, entity, firm or corporation, or use confidential or secret information or material except in furtherance of this Agreement, without the express prior written consent of the other Party. This Section 6.4 shall not apply to any information, that is (a) previously known to the receiving Party free of any obligation to keep it confidential, (b) that has been or which becomes publicly known through no wrongful act of the receiving Party, (c) which is rightfully received from a third party who is under no obligation of confidence to either Party, (d) which is independently developed by the receiving Party without resort to information which has been disclosed pursuant to this Agreement or (e) is required to be disclosed in order to comply with applicable laws (including state and federal securities laws applicable to Service Partner as a public company) or administrative process or any governmental or court order; provided, however, that in a circumstance where disclosure is compelled by governmental or court order the Party that is subject to such compelled disclosure shall give the other Party prompt prior notice of such compelled disclosure so that the other Party may seek to protect such information. The receiving Party shall return the confidential information to the disclosing Party upon request by the disclosing Party. This Section shall survive termination of this Agreement.

5. Section 6.7 of the Agreement is hereby amended by adding the following sentence to the end of such section:

The existence of any Security Breach in which T-Mobile Information is or may be compromised, and all information relating to any such Security Breach, shall be the Confidential Information of T-Mobile.

6. A new Section 1.1 is hereby added to the Agreement, which shall read in its entirety as follows:

1.1 Statement of Work. Service Partner. agrees to perform the Services described in Exhibit A — 1 entitled “STATEMENT OF WORK— — ACTIVATIONS”, Exhibit A — 2 entitled “STATEMENT OF WORK — ACTIVATIONS OFFLINE”, Exhibit A — 3 entitled “STATEMENT OF WORK — T-MOBILE TO GO”, Exhibit A — 4 “STATEMENT OF WORK — WIRELESS LOCAL NUMBER PORTABILITY”, Exhibit A — 5 “STATEMENT OF WORK — BUSINESS CARE”, Exhibit A — 6 “STATEMENT OF WORK — BUSINESS CARE OFFLINE, and Exhibit A-7 “STATEMENT OF WORK — SMART ACCESS/PAY IN ADVANCE” (collectively “Exhibits”). The Parties acknowledge and agree that the Parties’ ability to perform certain obligations pursuant to this Agreement is conditioned upon the full, proper and timely performance by the other Party of its obligations pursuant to this Agreement. Each Party shall cooperate fully with the other Party in carrying out the obligations pursuant to this Agreement in a timely and efficient manner and in accordance with the terms hereof.

7. Section 2.6.1 of the Agreement is hereby amended by adding the following sentence to the end of such section:

2.6.1 The Operational Audit will take place during SERVICE PARTNER normal business hours, up to twice a year per site with written notification no less than 10 (ten) days in advance. SERVICE PARTNER shall keep complete and accurate records documenting the performance of the specific KPIs (Key Performance Indicators) as outlined in the Exhibits. SERVICE PARTNER shall make their records available to T-Mobile USA or any authorized representative of T-Mobile USA during the term of this agreement. The cost of any audit shall be borne by T-Mobile USA.

8. A new Section 3.3 is hereby added to the Agreement, which shall read in its entirety as follows:

3.3 Termination for Breach or Force Majeure. Either Party may terminate this Agreement immediately upon notice to the other Party (i) if the other Party materially breaches this Agreement and fails to cure such breach within [*] days of receipt of written notice of such breach from the non-breaching Party; (ii) if the other Party becomes insolvent, invokes as a debtor any laws relating to the relief of debtors from creditor’s rights, or has such laws invoked against it, is the subject of liquidation or termination of business, is adjudicated bankrupt, or is involved in an assignment for the benefit of its creditors; or (iii) upon the occurrence and after continuance of an event of force majeure for a period of [*] days, or in other circumstances, as provided in Exhibits.

9. A new Section 3.4 is hereby added to the Agreement, which shall read in its entirety as follows:

3.4 Effect of Termination. The expiration or termination of this Agreement shall not relieve or discharge either Party from any obligation hereunder, which survives termination. Except in the event of termination of this Agreement by StarTek USA, Inc. as a result of the failure of T-Mobile USA to pay undisputed invoices for Services performed by StarTek USA, Inc., in the event of any termination, StarTek USA, Inc. agrees to cooperate with T-Mobile USA to effectuate an orderly transition of the business and will continue to provide Services hereunder at the prices provided in the Exhibits pursuant to a schedule mutually agreeable to the parties (which may include a schedule for ramping down services) for a reasonable period of time not to exceed [*] days from the date of termination. In the event any transition service is not provided for in Exhibits, T-Mobile USA shall pay a mutually agreed upon cost to StarTek USA, Inc. for those transition services.

10. A new Section 6.3 is hereby added to the Agreement, which shall read in its entirety as follows:

6.3 No License. Except as otherwise provided in Exhibits, neither Party is granted any license in intellectual property that is owned or developed by the other Party.

11. A new Section 7.8 is hereby added to the Agreement, which shall read in its entirety as follows:

7.8 Notice. Any notice or communication required or permitted to be given hereunder (other than forecasts required to be delivered pursuant to the Exhibits) shall be in writing and may be delivered by hand, deposited with an overnight courier, sent by email, confirmed facsimile (followed by delivery of a copy by US Mail), or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving Party as set forth in this section. Such notice shall be deemed to have been given as of the date it is delivered, mailed, emailed, faxed or sent, whichever is earlier.

To: T-Mobile USA

[*]
Sr. Vice President and General Counsel
12920 SE 38^th Street
Bellevue, WA 98006

[*]
Service Partner Management
12920 SE 38^th Street
Bellevue, WA 98006

To: StarTek USA, Inc.

[*]
CEO
StarTek USA, Inc.
100 Garfield Street
Denver, Colorado 80206

12. The amendments made to the Agreement by this Second Amendment will be effective as of the date of this Second Amendment. The Agreement, as supplemented and amended by this Second Amendment, remains in full force and effect. To the extent the terms of this Second Amendment conflict with any provisions of the Agreement, this Second Amendment shall govern.

[Remainder of this page is intentionally blank. Signature page to follow.]

T-MOBILE USA, INC.	STARTEK USA, INC.
By: /s/ Betty Jones	By: /s/ Patrick M. Hayes
Name: Betty Jones	Name: Patrick M. Hayes
Title: VP Customer Care	Title: COO
Date Signed: 5/6/07	Date Signed: 5/16/07

EXHIBIT A-7

STATEMENT OF WORK — SMART ACCESS/PAY IN ADVANCE

This Statement of Work, Exhibit A-7 is incorporated into that certain T-Mobile USA Service Partner Services Agreement, dated August 1, 2005, as amended by that certain Amendment No. 1, dated June 23, 2006, between StarTek USA, Inc., a Colorado corporation (“Service Partner”), with a principal place of business at 100 Garfield Street, Denver, Colorado 80206, and T-Mobile USA, Inc., a Delaware corporation (“T-Mobile USA”), with offices for business at 12920 SE 38th Street, Bellevue, Washington 98006 (the “Agreement”). This Statement of Work shall be effective as of April 1, 2007 and the defined terms used in this Statement of Work shall have the meanings provided in the Agreement unless expressly defined herein

1. General. StarTek will handle inbound Smart Access/Pay in Advance calls for T-Mobile. StarTek will maintain a dedicated program (i.e., StarTek’s dedicated representatives shall handle only T-Mobile calls, StarTek’s team supervisors shall support only T-Mobile dedicated representatives and StarTek’s team managers will support only T-Mobile dedicated team supervisors.) to perform the Services.

2. Hours of Operation. Except as otherwise set forth herein, the hours of operation will be [*] hours a day, [*] days a week, [*] days a year. Any change to the hours of operation on a T-Mobile line of business at any site by StarTek requires written request and approval by a T-Mobile Vice President of the change. Any change to the hours of operation on a T-Mobile line of business at any site by T-Mobile requires written notification to StarTek. Any closure of a site or 100% reallocation of headcount to another site in which a T-Mobile line of business resides requires written notice to T-Mobile of no less than [*] days notice in advance of the closure or reallocation. Any reallocation of headcount (not due to forecast change) to another site of more than [*]% of the total Smart Access/Pay in Advance headcount requires written advanced notice to T-Mobile of no less than [*] days.. StarTek will provide a comprehensive written plan as to how StarTek will maintain services of line of business to mitigate impact and prevent tangible and intangible cost to T-Mobile

3. Call Volume and Forecasting.

3.1.	For the purposes of meeting the forecast, StarTek will utilize full time equivalents (“FTEs”) in accordance with this Statement of Work. An FTE is defined as eight (8) Customer Facing Employee hours per day. An FTE is not equivalent to a headcount.
3.2.	FTEs will be classified into the following categories:

3.2.1.	Production FTE, which includes FTEs who are agents productive to the line of business
3.2.2.	Training FTE, which includes FTEs who are currently in training and not productive to the line of business
3.2.3.	Get More Academy (“GMA”) FTE, which includes FTEs who are productive to the line of business at least part of their day, but are still in training
3.2.4.	Leave of Absence (“LOA”) FTE, which includes all FTEs who cannot be classified into Production, Training, or GMA.

3.3. T-Mobile will regularly prepare and deliver to StarTek the following forecasts for the services to support the proper planning of the infrastructure required to support the programs:

3.3.1. T-Mobile shall deliver a three-month rolling informational forecast to StarTek on or before the 15^th day of each month (the “3-Month Forecast”), which shall contain forecasted weekly call volumes.

3.3.2.

T-Mobile shall deliver a final forecast to StarTek no less than [*] days before the 1st day of each month for which the forecast is made, which shall contain a daily call volume and Average Handle Time (“AHT”) forecast by half an hour interval (the “Final Forecast”). The Final Forecast will contain an updated daily call volume and AHT forecasts, which will vary no more than [*]% in call volume each day from the [*]-day forecast. If the Final Forecast is not delivered in a timely fashion with respect to a particular month, the appropriate three-month rolling informational forecast shall be the Final Forecast for such month.

3.3.3.

For informational purposes only, T-Mobile shall deliver a two-week forecast.

3.4.	StarTek will use half-hourly call volume forecasts provided by T-Mobile as the Final Forecast in accordance with this Agreement. This process is known as Interval Forecasting. StarTek will schedule the appropriate number of FTEs in [*]-minute intervals to meet service levels outlined in the T-Mobile Final Forecast. This process is known as Interval Scheduling. StarTek will provide Interval Scheduling plans to T-Mobile as a one week look ahead after receiving a Final Forecast from T-Mobile. These Interval Scheduling plans will illustrate how StarTek plans to meet the Key Performance Indicator (KPI) Service Level. The documented plans will include the number of required FTEs to meet the KPI Service Level, the number of scheduled agents, and the [*] minute Service Level Objectives.
3.5.	StarTek will provide to T-Mobile USA all assumptions used to translate forecasts into scheduled FTEs.
3.6.	T-Mobile and StarTek will cooperatively manage intraday schedule adjustments to manage actual call volumes.
3.7.	T-Mobile and StarTek will mutually agree upon and participate in the preparation of other call volume forecasts, as reasonably required for the successful performance of the Programs. These may include, without limitation, yearly, quarterly, monthly, weekly, daily and interval forecasts. As part of the support structure, StarTek will provide a National Resource Planning Analyst who will, among other things, assist T-Mobile in the development of call volume forecasts.
3.8.	StarTek will recruit, train, and staff to a minimum of [*]% of the forecasted FTE and be able to handle [*]% of the forecasted call volume. If the Final Forecast for a particular month is [*] percent ([*]%) or more of the Final Forecast for the proceeding month, StarTek may add additional staff to service such increase with the prior consent of T-Mobile, which consent shall not be unreasonably withheld.
3.9.	If the Production FTE count falls more than [*]% below the forecasted FTE, StarTek will recruit and hire agents to back-fill the attrition as long as T-Mobile is delivering a minimum of [*]% of forecasted volume. The recruited agents must start training within [*] days of exceeding threshold. The associated training costs are the responsibility of the StarTek and are not billable to T-Mobile.
3.10.	If the FTE requirement drops in any [*]-day period by more than [*]%, T-Mobile will work with StarTek in good faith to back-fill with additional business or pay for the additional StarTek FTE at the training rate for [*] days as StarTek, Inc. ramps down to the required FTEs. T-Mobile and StarTek will mutually agree in writing on the number of FTEs that will be included in the ramp down.
3.11.	The forecasts referred to above shall in no way represent a commitment from T-Mobile to provide volumes to StarTek, except for purposes of amounts payable by T-Mobile to StarTek as provided in this Section 3.12.
3.12.	Amounts payable to StarTek hereunder and the KPI calculation shall be based upon the following:

3.12.1.	When the offered call volume exceeds [*]% of Final Forecast then StarTek shall be paid for the actual [*] during the interval where the call volume exceeds [*]% of the Final Forecast.
3.12.2.	When the offered call volume is less than [*]% of the Final Forecasted call volume, and (a) StarTek meets or exceeds service level as set forth in 14.1 and adjusted as set forth in 14.2, and (b) meets or exceeds the quality performance set forth in 14.3.2, then StarTek shall be paid according to Exhibit D pricing matrix.

4. Average Handle Time. Average Handle Time (“AHT”) is defined as the sum of average talk time; hold time while on a call, and after call work. StarTek agrees that the AHT objectives shall be less than or equal to a 355 second AHT for Smart Access/Pay in Advance. The AHT objectives may be changed upon mutual agreement of StarTek and T-Mobile USA based on rolling [*]-month trending results.

5. Ramp. Ramp is defined as any required FTE increase necessary to accommodate call volume growth of greater than [*]% of the volume in the peak week of the prior month.

6. Ramp Plans. For the purposes of this document a Ramp Plan is defined as a T-Mobile approved plan to add substantial FTEs to a current line of business or a change to the current line of business with substantial additions to current StarTek FTEs that support T-Mobile services. StarTek must submit written Ramp Plans to T-Mobile for written approval by a T-Mobile operations manager or above.

6.1. In the event of a new ramp plan or a change to the Smart Access/Pay in Advance line of business supported by StarTek, the AHT monthly objectives will be adjusted depending upon the percentage of net growth in training FTE graduates to the maximum headcount during the growth period. The embedded MS Excel worksheet is an example of the adjustments and will be subject to the AHT objectives agreed to as set forth in Section 4 A printed example is shown in Exhibit C.

7. Training.

7.1.	Agents will be trained on the standard T-Mobile standard New Hire Training Curriculum. Training for the program shall be conducted in accordance with the T-Mobile New Hire Training Curriculum. Upon [*] days written notice to StarTek, T-Mobile may change the T-Mobile New Hire Training Curriculum and the hours required for delivery. Prior to completion of training, T-Mobile will deliver all applicable application IDs. Sharing of application IDs is prohibited under T-Mobile policy. StarTek will establish procedures to prevent sharing of application IDs. Any agent who violates this policy will be promptly removed from the T-Mobile account.
7.2.	Any new hire training conducted for net growth must be approved in writing by a T-Mobile training manager or above. Written approval must be attached to the invoice in order to substantiate billable new hire training. T-Mobile will be kept informed of all attrition during the training period.
7.3.	The ratio of trainers to trainees is not to exceed a classroom level of [*] or [*]. The [*] trainers can include a fully certified trainer with the support of a supervisor who has been through a certified training program.
7.4.	All costs and expenses for training and training materials for new agents and any initial and program extension training, or changes or modifications to the program or continuation training that exceeds [*] hours per agent per [*] shall be borne by T-Mobile. Online options must be used by StarTek in lieu of printed materials wherever reasonably available. All written materials must be reused by StarTek where reasonable. T-Mobile will not reimburse for training or training materials utilized for attrition-related training. T-Mobile shall not compensate StarTek for any agent who does not complete the training and graduate from GMA. Documented training trackers must accompany all invoices for approval of billed charges. Documentation must contain as much information as allowed by law. Information required but not limited to: Agent name, agent training start date, attendance record, and assessment and quality scores. All Continuing Education classes are to be tracked via auxiliary (AUX) or automatic call distributor (ACD) code and submitted monthly with reporting displaying agent’s name, the exact amount of time spent in each training course, the name of each training course, and the total time in the month spent in Continuing Education training. It is StarTek’s responsibility to deliver all appropriate training within the scheduled time frame, subject to service level considerations.
7.5.	StarTek will schedule StreamLine read time not to exceed the amount of [*] minutes per day, no more than [*] minutes per agent. Streamline read time must be measured via ACD or AUX code, or skill set, and reported monthly. Streamline read time will be billed at the hourly continuing education training rate and is subject to the [*] hours of continuing education per agent per [*] StarTek is responsible for as referenced in Section 7.4.
7.6.	StarTek must not graduate any new hire agent from training/GMA to production if the agent has missed more than [*] hours in the training classroom [*] hours in GMA. The agent must return to the classroom or GMA as applicable to make up missed time before graduating to production. T-Mobile must receive written documentation of the missed time and proof that the time has been made up before being considered ready for production. New agents must also pass training assessments at [*]% or better and score [*] or higher in quality during GMA to graduate from training to production.

7.7.	All costs associated with attrition training and T-Mobile requests for removal of personnel including, but not limited to, new trainers and any associated materials, shall be borne by [*].
7.8.	If StarTek is not meeting the quality standards set forth in Section 14.3 below and it is determined by T-Mobile that additional “skill set” training is required for StarTek representatives, [*] will bear the cost of the additional training.
7.9.	T-Mobile curriculum is to be facilitated by Certified Facilitators. T-Mobile Certification to be provided by StarTek. If StarTek does not have a certification course they will be required to use the T-Mobile certification course. Facilitators are required to be certified by either T-Mobile Learning and Development specialist or their own Certified Training Manager. Uncertified Supervisors/Operations Managers/Coaches or Team Leads cannot conduct new Hire training.
7.10.	StarTek will abide by the documented training guidelines. Any changes to the documented training guidelines by T-Mobile must be provided to StarTek no less than [*] days prior to implementation. Any changes materially impacting StarTek’s cost must be agreed to by both parties.

8. Escalation Procedures. StarTek shall utilize T-Mobile-provided escalation processes, to handle calls beyond the agent’s scope of training or for management support of a customer issue. This process will ensure that each call that cannot be handled by the agent is then handled by the lead representative up through the manager before being transferred to T-Mobile for resolution. If a customer requires management support, the agent shall transfer the call to a manager. T-Mobile shall update all on-line job aides that define the escalation procedures for the program when any changes are made.

9. Telecommunications. Voice traffic is pre-call routed using StarTek’s Intelligent Call Management (ICM) solution. T-Mobile is responsible for the costs associated with this pre-call routing out of the Sprint cloud (to the US/Canada border crossing) and StarTek is responsible for the costs of the ICM licensing and hardware.

9.1.	T-Mobile is responsible for the data connectivity costs. T-Mobile will own the circuits and provide the routers that are managed at StarTek’s sites.
9.2.	T-Mobile will supply all voice trunks and StarTek will maintain trunking for outbound T-Mobile calls and transfers. The direct costs for the usage of the trunks for outbound T-Mobile calls and transfers will be passed through to T-Mobile.

10. Customer Care Systems. [*] shall be responsible for costs associated with workstations and local area network (LAN) infrastructure equipped to run the most recent version of the T-Mobile eCRM-SYSTEM deployed at the time of the implementation of this Agreement. StarTek is hereby granted a license for the term of this Agreement to use the eCRM-SYSTEM for the sole purposes of performing its obligations under this Agreement. [*] shall also provide the building and telecommunications switch for the Interactive Voice Response (IVR) system, remote monitoring application and associated toll free number, Universal Power Supply (UPS), desktop computers, office supplies, and dedicated workspaces in each call center. [*] shall be responsible for costs associated with wide area network (WAN) infrastructure (including, but not limited to, the WAN data connectivity infrastructure, application/database servers, routers, and related peripherals. [*] shall also be responsible for software required to support the eCRM-SYSTEM. T-Mobile will be responsible for the eCRM, Knowledge Database, and Call Tracking systems required to support the Services performed under this Agreement.

11. Systems Use and Downtime. Information given to callers or collected by agents will be directly taken from and/or input into T-Mobile’s systems. In the event that T-Mobile’s systems go down, StarTek shall capture call information in Remedy, or on the downtime forms provided by T-Mobile. StarTek will be instructed on procedure in each scenario as applicable by T-Mobile. If paper forms are utilized, StarTek agrees that it shall then input information from these downtime forms once the system is restored. Turnaround commitment to enter downtime forms into T-Mobile’s systems will be [*] hours from the time when T-Mobile’s systems are restored. If call volume does not allow for [*] hour turnaround due to call volume meeting at least [*]% of the forecasted volume, another [*] input period shall be granted. Downtime forms will be destroyed (shredded or burned) or sent to T-Mobile, as directed by T-Mobile, every [*] hours. StarTek will assign a special ACD tracking code to designate when specified representatives are entering downtime form information into T-Mobile systems. StarTek shall provide a downtime productivity report to T-Mobile displaying time in code, number of downtime forms processed and occupancy rate. T-Mobile agrees to pay StarTek the agreed upon hourly rate (contingent upon meeting hourly average per rep to be agreed upon by both parties) for entering downtime information as stated in the Pricing Schedule set forth in Section 24 of this Statement of Work.

12. Overtime.

12.1.	If the call volume exceeds the Final Forecast by more than [*] percent ([*]%), StarTek will so notify T-Mobile and will recruit trained agents to work overtime to support the call handling. Any overtime in excess of [*]% of forecasted volume must be authorized by T-Mobile operations manager or above. For T-Mobile authorized overtime T-Mobile will pay the overtime rate set forth in Section 25 for all volume handled in excess of [*]% of the Final Forecast. The billable overtime minutes will be calculated as set forth in Section 12.4.
12.2.	The recruiting process for overtime shall be deployed as soon as the circumstance affecting the call volume variance is identified. If StarTek identifies the item at least [*] weeks before the occurrence, StarTek shall use its commercially reasonable efforts to minimize the financial impact by changing schedules to support the staffing required. StarTek shall also recruit agents to work overtime on a day-to-day basis when the intra-day call volume dictates additional staffing needs to maintain service goals.
12.3.	Except as provided above in Section 12.2, StarTek shall obtain written authorization from T-Mobile for any overtime that may be required or incurred for the performance of the Programs.
12.4.	T-Mobile authorized overtime as defined in section 12.1 will be calculated for purposed of invoice payment by multiplying the handled call volume in excess of [*]% of Final Forecast by the lesser of actual month-end AHT or KPI AHT, and dividing through by [*] to get minutes.

13. Significant Changes. When significant changes occur to the processes utilized to provide services, T-Mobile has the right to request information related to compliance and execution of such changes.

14. KPI’s. The KPI’s for Services performed hereunder shall be effective for purposes of bonus/penalty adjustments to the invoice, as set forth in Exhibit B.

14.1.	Service Level. Inbound Smart Access/ Pay in Advance customer service calls: [*] percent of the monthly calls offered shall be answered within [*] seconds.
14.2.	Call Volume. StarTek shall answer the call volume provided in the Final Forecast. Handled call volume that exceeds the Final Forecast by [*]% for any [*] interval, where service level is not met, will not be included in the monthly KPI calculation for Service Level.
14.3.	Call Quality. According to the results from the call quality observation process, as described below, with a minimum score of [*] or higher.

14.3.1. For the purposes of ensuring Call Quality, StarTek and T-Mobile shall measure the agents’ call quality using the following types of observations:

14.3.1.1.	T-Mobile observation
14.3.1.2.	StarTek operations observation ([*] per agent/month);
14.3.1.3.	StarTek quality observation ([*] per agent/month)

14.3.2.

KPI performance is based upon T-Mobile scores only, whereas the function of the StarTek operations and quality observations is to provide immediate and monthly feedback to agents and StarTek management.

14.3.3.

For the purposes of billing, the scores for all of these observations will be amalgamated and a weighted average monthly score shall be calculated. The StarTek operations and StarTek quality observations must each be calibrated to within [*] (such as StarTek with a [*] against [*] for T-Mobile) of T-Mobile monthly weighted score. If either the StarTek operations or the StarTek quality observation is not calibrated to within [*] (such as StarTek with a [*] against [*] for T-Mobile) of the T-Mobile score, the non-calibrated by-group will not be included in the billable quality score for the month. T-Mobile may provide written approval of exception to this section 14.3.3 given the number of outsourced issue tickets on T-Mobile observations.

14.3.4.

Calibration. StarTek operations managers shall attend the monthly T-Mobile calibration sessions for the line of business.

14.3.5.

The call quality observation form to be used in this process shall be provided by T-Mobile. Results shall be used to provide both immediate and monthly feedback to agents and StarTek management. StarTek will make best effort to provide each agent with feedback/coaching within 24 hours of being monitored by T-Mobile, StarTek quality team or StarTek operations. StarTek shall keep written documentation of each agent session, signed by the agent, and available for review by T-Mobile upon request. The call quality scoring criteria used by StarTek will match that used by T-Mobile. StarTek must achieve a minimum voice quality score of [*]. Call monitoring feedback sessions will be held between the agent and the agent’s direct supervisor. Any monitored calls using profanity or customer abuse as determined by T-Mobile will result in immediate, unchallenged agent termination from the T-Mobile program.

15. Reports. StarTek shall provide T-Mobile with standard call count reports and performance reports on a daily basis (Monday through Friday) by [*] EST for the previous day, weekly by [*] [*] EST for the previous week, and monthly by the [*] business day of the month by [*] EST for the previous month. The reports shall be in the format and contain the information mutually agreed upon between StarTek and T-Mobile. StarTek shall provide report cards reflecting measurements of the KPIs and all of the above metrics within [*] days of each month end. All reporting fed by data from the switch is considered standard and is not subject to non-standard report development costs. Hourly lines of business must have agent detail payroll reports to substantiate that billable hours do not exceed actual hours worked. T-Mobile and StarTek shall mutually agree upon any other reports and the cost associated with the development of those reports. T-Mobile agrees to follow the change management process defined by StarTek and agreed to by T-Mobile when requesting changes to reports or additional information. If T-Mobile requires material format changes to T-Mobile standard reports, T-Mobile will be required to compensate StarTek for the development costs, based upon the rate outlined in the Pricing Schedule set forth in Section 25 of this Statement of Work and will be estimated by StarTek and approved by T-Mobile prior to invoicing.

16. Monitoring. T-Mobile shall have the right, to the extent permitted by law and at no additional expense, to monitor at any time (either on-site or remotely) customer contact calls and/or specific agents to ensure compliance with performance, operational and quality control standards. StarTek must provide T-Mobile with a remote monitoring solution. There are two quality monitoring options required: a secured website and a dialup using an 800 number. StarTek would manage the Website, posting calls within [*] hours of being captured. T-Mobile requires a minimum of [*] calls per agent per month on the website. The dialup using an 800 number must have the ability to monitor random calls as they come into the queue, or by locating specific agents by extension.

A. Holidays. StarTek shall observe the following holiday schedule based upon which country the facility resides in. T-Mobile shall compensate StarTek for holiday rates as identified in the Pricing Schedule set forth hereunder when applicable to the location where work is performed. Holiday rates apply to the actual holiday only.

Canadian Holidays	US Holidays
New Year’s Day (Jan 1)	New Year’s Day (Jan 1)
Victoria Day (Monday prior to May 25)	Memorial Day (last Monday in May)
Canada Day (July 1)	Fourth of July (July 4)
Labour Day (first Monday in September)	Labor Day (first Monday in September)
Thanksgiving Day (2nd Monday in October)	Thanksgiving Day (4th Thursday in November)
Christmas (December 25)	Christmas (December 25)

17. System Downtime; Force Majeure.

17.1.	In the event StarTek determines that system maintenance is necessary, StarTek will notify T-Mobile of the need for such maintenance [*] business days prior to the maintenance, and will obtain the prior written approval of T-Mobile to schedule the time and duration of such maintenance. All routine maintenance shall be scheduled during off-peak system hours. In no event shall disclosed and approved interruption of Services for system maintenance constitute a failure of performance by StarTek if performed in accordance with this Section 17. StarTek shall promptly report to T-Mobile any StarTek system failures, including the duration and impact.
17.2.	Except for T-Mobile’s obligation to make payments for services actually performed, each Party’s failure to perform shall be excused where such failure is a result of causes beyond its reasonable control. Such causes shall include without limitation acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures of third parties, vandalism, power failures by third parties, cables cut by third parties, earthquakes, floods or other similar catastrophes, terrorist activities, failure of the T-Mobile system or the Internet not related to StarTek’s actions or inactions, any law, order, regulation, direction, action or request of any governmental entity or court or civil or military authority having jurisdiction over either of the parties, national emergencies, insurrections, riots, wars, strikes, lock outs, or work stoppages. In the event of failures to perform for [*] days or more as a result of a force majeure, either Party may terminate the Agreement by giving written notice to the other Party. Any such notice of termination shall be effective upon receipt.
17.3.	Notwithstanding the foregoing or anything in the Agreement to the contrary, StarTek shall take commercially reasonable steps to ensure that the Services shall continue without interruption due to StarTek systems failure during the term of the Agreement by implementing security features and disaster recovery plans reasonably necessary to provide the Services with an up-time of [*]%(not including scheduled maintenance), which shall include appropriate redundant equipment, software and systems, alternate means of call routing, backup call allocation, backup generator power and the like. The components and execution of this plan must be reviewed, updated, and tested semi annually and results reported to T-Mobile.
17.4.	Where downtime is a result of T-Mobile USA system failure, amounts payable to StarTek shall be based upon the [*]% clause in Section 3.12.2. Where actual AHT is unavailable due to zero volume, the lesser of [*]% KPI AHT and actual AHT from the same interval and same day the week previous will be substituted.
17.5.	Where downtime is a result of StarTek system failure outside the definitions provided for in Section 17.2, and StarTek is unable to accept the call volume T-Mobile is otherwise prepared to provide it, for the purposes of determining KPI penalties, StarTek will use the forecasted volume to determine service levels for those intervals..

18. Allocation of Resources. T-Mobile acknowledges that upon the occurrence of a force majeure event or in instances of unusually high demand, demands on StarTek’s facilities may exceed such facilities available capacity. In any such instance, StarTek shall, upon written notice to T-Mobile, be entitled to equitably prioritize Services and otherwise curtail utilization of its facilities in a manner so that any degradation to the Services provided to T-Mobile is (unless agreed otherwise by T-Mobile in writing) no greater than the level of degradation experienced by StarTek’s other customers. Upon the request of T-Mobile, StarTek shall provide T-Mobile with reasonable evidence of its compliance with the foregoing.

19. Recruiting Requirements. StarTek recruiting efforts shall meet the following requirements in the selection process of all personnel hired to perform the T-Mobile USA services as describe in this SOW. T-Mobile reserves the right to audit the selection process.

19.1.	A mutually approved customer service assessment
19.2.	A behavioral interview

19.3. Background checks, which shall include criminal records, are required and shall be completed before employment. Costs incurred for background checks associated with such criminal records shall be StarTek’s responsibility.

20. Staffing Requirements. StarTek agrees to maintain the following staffing ratios: production agents to coach at [*]; agent to trainer [*]: agent to QA at [*]. StarTek agrees that all managers shall be full-time StarTek employees. Subject to Section 21.1, StarTek will ensure that each person assigned to a function has the necessary functional and T-Mobile-related training to successfully perform the function. StarTek must provide specific agent information up to what the law allows. Information required includes agent name, agent ID, start date on T-Mobile line of business, assessment scores, termination date from T-Mobile line of business, quality average.

21. All support functions such as StarTek quality, instructional analysts, and trainers must be housed within the site where the work for this line of service is being performed unless otherwise agreed to in writing by T-Mobile.

21.1. In addition, before a function is performed by an individual assigned to that function, StarTek shall verify that the necessary skills have been attained through the use of certification of skills program. If T-Mobile reasonably requests StarTek to remove any personnel performing Services pursuant to this Agreement, StarTek shall promptly comply with such request, within [*] hours. In support of this process, StarTek will do the following:

21.1.1.	Team leaders/supervisors shall go on-line to support customer calls each week for at least [*] calls per day (approximately [*] per week) to maintain their skills. The remainder of their time shall be used to support agent development, and to otherwise assist StarTek employees to perform the Services.
21.1.2.	Quality Assurance specialists shall go on-line to support customer calls each month for at least [*] calls per month (approximately [*] hours per month) to maintain their skills.
21.1.3.	Managers, lead representatives, team leaders/supervisors and trainers must be full-time employees of StarTek and must have completed T-Mobile National Standard Curriculum Training.
21.1.4.	Supervisors will monitor a minimum of [*] calls per agent per week.

22. Fraud. StarTek shall implement and enforce T-Mobile policies and procedures as well as StarTek’s own procedures to detect and prevent handset or credit card theft or other fraudulent activity by an employee or agent of StarTek. StarTek shall cooperate with any T-Mobile investigation into handset or credit card theft or other fraudulent activity by an employee or agent of StarTek. If an employee or agent of StarTek is suspected of committing handset or credit card theft or other fraudulent activity against T-Mobile, StarTek will promptly notify T-Mobile of the suspected fraudulent activity and will provide T-Mobile with information necessary to conduct an investigation, including but not limited to the employee name, address, contact information, social security number, emergency contact address and phone numbers, and any other information that will assist in investigation of the suspected fraudulent activity. This information will be provided to T-Mobile within 48 hours of the request from T-Mobile.

StarTek will assume all responsibility for handset theft, credit card theft or other fraudulent activity by an employee or agent of StarTek or their failure to follow T-Mobile policies and procedures. StarTek shall make restitution to T-Mobile for the losses incurred by T-Mobile or its customers and shall remit payment to the following address:

T-Mobile USA, Inc.

Attn: [*], Sr. Manager of Investigations

794 Roble Road

Allentown, PA 18109

Restitution of handset theft shall be made to T-Mobile within [*] days of the date the outsourced vendor receives an invoice for the notification of loss.

T-Mobile reserves the right to prosecute any employee or agent of StarTek that committed fraud against T-Mobile or a customer of T-Mobile.

23. Billable Minutes: For purposes of this Agreement, “Billable Minutes “ is defined as:

23.1.	Actual handled call volume multiplied by the actual AHT when [*]% or better forecast is delivered to StarTek.
23.2.	In the event where less than [*]% of the forecast is delivered to StarTek, amounts payable to StarTek shall be based on the methodology set forth in 3.12.2
23.3.	During system downtime as a result of a T-Mobile system failure, amounts payable to StarTek shall be based upon, for those intervals, on the methodology set forth in 3.12.2. Where actual AHT is unavailable due to zero volume, the lesser of [*]% of the KPI AHT and actual AHT from the same interval and same day the week previous will be substituted.
23.4.	StarTek shall be paid an hourly rate as listed in Section 25 for the actual minutes of processing downtime forms as detailed in the required ACD productivity reports displaying time in code and number of forms processed. .
23.5.	During system downtime as a result of a StarTek failure outside the definitions provided for in Section17.2, and StarTek is unable to accept the call volume T-Mobile is otherwise prepared to provide it, for the purposes of determining KPI penalties, StarTek will use the forecasted volume to determine service levels for those downtime intervals.
23.6.	Overtime will be calculated by interval using the following formula: interval handled call volume in excess of [*]% multiplied by the lesser of [*]% of the KPI AHT and interval AHT, and divided through by [*] to obtain the number of minutes. These are the billable OT minutes where T-Mobile USA has solicited and provided written approval of overtime.

24. Service Levels /Breach of Service Levels. StarTek shall meet or exceed the Key Performance Indicator Service Levels as provided in Performance Pricing Matrix in Exhibit B. Starting six months after first call by StarTek under this Exhibit A-7, performance outside of the neutral zone of the specified Key Performance Indicators will result in increases/deductions to the overall price per minute as provided in Exhibit B.

24.1. In the event that StarTek negatively performs any of the Key Performance Indicators, in performance subject to deductions in payment/pricing (not neutral or bonus-able performance) as specified in Performance Price Matrix in Exhibit B, for a consecutive period of [*] months, StarTek shall be in breach of this Agreement. StarTek shall prepare a plan to cure the breach and shall have [*] days from the date of the first date of failure in which to cure the breach. In the event that StarTek fails to cure the breach within the [*] period from the date of the first date of failure, T-Mobile may terminate the Agreement for StarTek’s breach.

25. Pricing Schedule. T-Mobile shall pay StarTek for Services as provided in the following schedule.

25.1. Pricing. Base Rate is adjusted each month as set forth in the attached Exhibit D — Pricing.

25.1.1.	Standard Base Rate: $[*] per [*]
25.1.2.	Holiday Rate: [*]% Standard Base Rate per [*]
25.1.3.	Overtime Rate: [*]% Standard Base Rate per [*]

25.2. Agent Training.

25.2.1.	Initial and Program Extension: $[*]/hour
25.2.2.	Conversion training (movement from existing T-Mobile line of business to Smart Access/ Pay in Advance): $[*]/hour
25.2.3.	Changes or modifications to the program or continuation training that exceeds [*] hours/rep/month: $[*]/hour
25.2.4.	Training Delivery: [*]
25.2.5.	Training Development: [*]
25.2.6.	Reports: clerical development standard: [*]
25.2.7.	Non-Standard Reports Development: $[*]/hour
25.2.8.	Data Input of Downtime Forms: $[*]/hour
25.2.9.	Outbound Telecommunications: [*]

The Parties, intending to be legally bound, have caused this Statement of Work, Exhibit A-7, to be executed by their authorized representatives on the dates set forth below. Executed as of the Effective Date:

T-MOBILE USA, INC.	STARTEK USA, INC.
By: /s/ Betty Jones	By: /s/ Patrick M. Hayes
Name: Betty Jones	Name: Patrick M. Hayes
Title: VP Customer Care	Title: COO
Date Signed: 5/6/07	Date Signed: 5/16/07

EX-10.108

EXHIBIT 10.108

May 11, 2007

Mr. Michael Griffith
1550 Baneberry Lane
Golden CO 80401

Dear Mike,

This letter confirms conversations that you and I have had regarding your 2007 incentive package and, upon to its approval by the Compensation Committee of StarTek’s Board of Directors, will serve as an addendum to your offer letter of September 8, 2004 (your “Offer Letter”).

• Your current base salary is $185,000, effective March 1, 2007.

• The “StarTek USA Inc. Commission Sales Plan at the level of 1%” as stated in your Offer Letter no longer applies.

• To be more in line with other senior executives of the Company your 2007 cash incentives will be based on a combination of three factors rather than commission plan only.

• You are eligible to receive an amount equal to 25% of your base salary less withholdings and applicable taxes (the “CBT Bonus” part of your 2007 cash incentives) if the Company achieves 100% of its 2007 Corporate Business Targets for operating income and revenue growth as described in the 2007 StarTek Incentive Bonus Plan (the “2007 IB Plan”). Payment of the CBT Bonus will be made under the “Company Business Targets” portion of the 2007 IB Plan, which means that no CBT Bonus will be earned or paid unless the Company achieves minimum thresholds for both operating income and revenue growth. If those thresholds are achieved, then depending on the actual operating income and revenue growth, your payout will be between 50% and 150% of CBT Bonus, per the second chart of Appendix A of the 2007 IB Plan.

• You are eligible to receive an amount equal to 30% of your base salary less withholdings and applicable taxes for reaching your 2007 bookings target set forth in Attachment 1 of new business (e.g., new line of business with an existing client or new business with a new client), payable at the same time as the CBT Bonus. Your 2007 bookings are measured by the 12 month booking value of those contracts for new business that are signed during 2007 for which you are responsible. At the time of contract signing for any new business, the CEO will determine the 12 month booking value of the contract and then at year-end allow for a true-up if required.

• You will participate in StarTek’s 2007 Sales Commission Plan (the “2007 Plan”), pursuant to which you will be eligible to commissions using the table set forth in Attachment 1 as the “Target Incentive Eligibility per Position” mentioned in the 2007 Plan. Note that your applicable target incentive percentage (the “TIP” mentioned in the 2007 Plan) depends on a third factor as well, namely whether the contract (the “PCon” mentioned in the 2007 Plan) is (or was) one for new business or not.

Mike, all other terms and conditions of your letter are still in effect.

I look forward to working with you to grow our business in 2007. Please confirm your agreement to the foregoing by signing and returning a copy of this letter to me.

Sincerely,

/s/ A. L. Jones A. Laurence Jones
Chief Executive Officer  

Agreed.

/s/ Michael Griffith Michael Griffith

EX-10.109

EXHIBIT 10.109

March 26, 2007

Doug Pontious
1865 Ladd Road
Wolverine Lake, MI 48390

Dear Doug:

It is my pleasure to extend to you an offer of employment as Chief Information Officer, and Senior Vice President with StarTek, Inc. In this position, you will report directly to Larry Jones, Chief Executive Officer.

Start Date
Your start date is anticipated to be April 2, 2007.

Location
You will be located at our Denver Headquarters.

Base Compensation
Your base compensation will be $10,416 per payroll period (or $250,000 on an annualized basis). You may be eligible for future annual salary increases depending upon your performance and goal achievement.

Stock Options
We will recommend to the Board of Directors that you be awarded Non-Qualified Stock options to purchase 85,000 shares of StarTek, Inc. common stock. If the Board of Directors approves such award, the strike price will be the closing price on the date the award is approved. Vesting is over a four-year period; 25% will vest after one year of award date and the remainder will vest monthly on a pro-rated basis thereafter. Terms and conditions will be as granted under the StarTek 1997 Stock Option Plan as amended (“Option Plan”).

Variable Compensation Eligibility
You are eligible to participate in the StarTek Leadership Incentive Bonus Plan on a pro-rated basis. Your targeted incentive eligibility is 40% of your base salary. Targets will be set by the Board of Directors annually. Payments will be made annually after the Company’s fiscal results are reported, provided that requisite targets are achieved.

Sign On Bonus
You will be eligible to receive a non-refundable sign-on bonus of $30,000 paid within thirty days of your start.

Relocation Payment
You will be eligible to receive relocation benefits for expenses (such as temporary living, car rental, travel to and from Michigan) prior to your move not to exceed $1500 per month for up to six months. You will be eligible to receive a relocation payment of $60,000 to support your move from Michigan to the Denver, Colorado area. This payment will be grossed-up for federal and state taxes. It will be payable after three months from your start date. By your signature on this document you agree to refund $60,000 if you voluntarily terminate or do not relocate to Colorado within one year of start date.

Doug Pontious
March 26, 2007
Page 2 of 2

Change in Control
Should there be a change-in-control as defined in Section 17 of the Option Plan, you will receive 18 months of accelerated vesting of your unvested stock options. If within two years of your start date, there should be a change-in-control as defined in Section 17 of the Option Plan and you are terminated without cause, you will receive a $60,000 relocation payment to support your family’s relocation back to Michigan. For purposes of this letter, “cause” requires a reasonable good faith determination by StarTek, Inc. and is defined as (1) an act or acts constituting a felony; (2) an act or acts constituting dishonesty or disloyalty with respect to StarTek; (3) an act or acts constituting fraud; and/or (4) an act or acts that materially adversely affect StarTek’s business or reputation.

Paid Time Off
You will be eligible to accrue up to four weeks of paid time off annually following 90 days of service.

Benefits
You will be eligible for Health and Welfare Benefits on the first day of the month following hire date. You will also be given additional materials on the other pertinent StarTek, Inc. benefits at the time of your orientation.

Contigencies
This offer is contingent on your ability to work in the U.S. and your fulfillment of I-9 documentation requirements within 3 days of your start date.

Employment-at-Will
Your employment by StarTek, Inc. is “at will,” meaning that you are free to terminate your employment with StarTek, Inc. at any time for any reason and that StarTek, Inc. is also free to terminate your employment at any time for any reason.

Expiration of Offer
If unexecuted this offer will expire on March 30, 2007

Doug, we are very excited to have you as part of our team. We believe you possess the skills and background that our organization is looking for as we move toward our bright future. We are confident that you will play a significant role in helping shape the future success of StarTek.

Sincerely,

/S/ Susan L. Morse

Susan L. Morse
Senior Vice President Human Resources

cc: A. Laurence Jones
Chief Executive Officer

I, Doug Pontious, accept this offer with StarTek, Inc.

Signed /s/ D. Pontious

Date 3/26/2007

EX-10.110

EXHIBIT 10.110

AMENDMENT TO
EMPLOYMENT AGREEMENT

This Amendment (the “Amendment”) is entered into by and between StarTek, Inc., a Delaware corporation (the “Company”) and Mr. A. Laurence Jones, a resident of Colorado (the “Executive”).

RECITALS

A. The Company and the Executive entered into that certain Employment Agreement effective as of January 5, 2007 (the “Agreement”) setting forth the terms and conditions of the Executive’s employment by the Company.

B. The parties wish to amend the Agreement.

AGREEMENT

Now, therefore, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. The last sentence of Section 4(e), which begins “To the extent permitted . . .,” is deleted in its entirety, and replaced by the following:

“To the extent permitted by the Company’s group health plan, Executive may at his option waive coverage for himself and his dependents under the Company’s group health plan. If Executive elects to waive coverage, then:

"(a) He may do so during the period of time permitted for his enrollment for benefits upon his being hired and/or during subsequent open enrollment periods, and

"(b) The Company will pay Executive an amount equal to the Company’s share of the costs for the coverage that he waives, less applicable taxes and withholdings, at the same time he receives his normal payments of salary.”

2. No other changes to the Agreement are made by this Amendment.

In witness whereof, Executive and the Company have executed this Amendment as of the date the last party signs below.

StarTek, Inc.
By	/s/ Albert C. Yates	6/20/07	A. L. Jones	7/09/07
	Albert C. Yates	(Date)	A. Laurence Jones	(Date)
	Chairman of the Compensation
	Committee of the Board of Directors

EX-10.113

EXHIBIT

2007 SALES COMMISSION PLAN

1.0 PURPOSE

1.1 The StarTek Sales Commission Plan (herein referred to as “the Plan”) is written to describe the manner in which Participants will be eligible and paid for commission compensation.

2.0 OBJECTIVES

2.1 The Plan is designed to support the following objective:

Generation of revenue at acceptable Customer Margin targets from new clients and from new programs with current clients.

2.2 Such programs must be defined by an SOW or an amendment to an SOW, be signed by StarTek and the client during the Plan Period, and generate new revenue for StarTek.

3.0 PLAN EFFECTIVE DATE

3.1 The Plan will be effective January 1, 2007 to December 31, 2007 or until terminated by StarTek (the “Plan Period”). StarTek reserves the right, in its sole discretion, to terminate the Plan at any time.

4.0 ELIGIBILITY

4.1 Eligible Participants include:

• Director, National Sales

• Director, Client Business Development

• Vice President, Client Development

• Senior Vice President, Sales & Marketing

• Operations personnel designated by the CEO in writing as Participants in the Plan.

5.0 COMMISSION PAYMENTS

5.1 The Plan rewards Participants by way of commission payments for building revenue at acceptable margins. Commissions will be calculated monthly. Payment will be due in the month following the month in which StarTek invoices its client for the revenue on which the commission is based.

5.2 In the event two or more Participants are otherwise eligible for a commission under this Plan for a particular program, the commission will be split among them in the manner determined by the CEO, in consultation with the COO and/or CFO as appropriate, at the time the requisite SOW or amendment is signed.

5.3 Commissions are calculated monthly during the Plan Period for each qualifying SOW or amendment to an SOW for which the Participant is responsible (each being a “Qualifying SOW”). To be a Qualifying SOW, such SOW or amendment must:

• Be signed by both StarTek and its client during the Plan Period,

• Be substantially the result of the Participant’s efforts, and

• Be a source of new revenue for StarTek.

Note: Incremental revenue for a service that StarTek already substantially provides to the client is not “new revenue.”

5.4 The commission due for a Qualifying SOW for any given month will be calculated by:

Multiplying the net revenue recognized by StarTek for that month from that Qualifying SOW (its “NetRev”)

Times the Participant’s applicable target incentive percentage (the “TIP”) for that month for that Qualifying SOW.

The TIP will depend on the customer margin of that Qualifying SOW and the age of that Qualifying SOW, according to the description in the “Target Incentive Eligibility” for the Participant’s particular position. For example, if the customer margin of a particular Qualifying SOW is Y% and closing of that Qualifying SOW occurred:

(a) Within the preceding 12 months, then the TIP for that Qualifying SOW for that month would be the percentage listed in the column labeled “1^st Year Following Closure of Qualifying SOW” for the row labeled “X% — Z%” under the heading “Customer Margin % Per Qualifying SOW”;

(b) Within the preceding 13 to 24 months, then the TIP for that Qualifying SOW for that month would be the percentage listed in the column labeled “2^nd Year Following Closure of Qualifying SOW” for the same row; and

(c) More than 24 months earlier, then the TIP for that Qualifying SOW for that month would be zero.

NetRev for a Qualifying SOW will be the net revenue recognized by StarTek from its client for that Qualifying SOW for the month in question, and will include all necessary and proper deductions for discounts, rebates, returns, credits, penalties, refunds, adjustments for disputed or compromised payments, and the like that are allocable for that month to that Qualifying SOW (a “Qualifying Adjustment”).

StarTek will calculate NetRev and customer margin for a Qualifying SOW using procedures that it applies consistently for the Plan. The determination of NetRev and customer margin by StarTek, as well as the determination, calculation, and apportionment of any amounts necessary for determining NetRev and customer margin, shall be final, conclusive, and binding on the Participant.

5.5 Components of Commission Payment Calculation:

Graphically, the calculation of a commission for a given month for a particular Qualifying SOW, say the “i^th” Qualifying SOW, is shown as follows:

Comm_i = NetRev_i x TIP_i

Where “Comm_i” represents that part of a Participant’s commission for the month that is based on the revenue and customer margin of the i^th Qualifying SOW. The total commission for the month, then, is the sum of all of the commissions calculated for each of the Qualifying SOWs.

5.6 If the net revenue recognized by StarTek for a particular Qualifying SOW during a given month is not known in time to calculate a commission for payment during the subsequent month, then StarTek will pay the Participant an advance against that commission. The amount of the advance will be an estimate of the commission based on accrued revenue for that Qualifying SOW for that month, and will be subject to true up when the recognized revenue is known.

5.7 Should the revenue on which a commission is paid (an “earlier commission”) become subject to a Qualifying Adjustment, StarTek will recalculate the earlier commission. If the recalculated commission is greater than the earlier commission, StarTek will pay the difference to the Participant at the time of the next, scheduled commission payment. If the recalculated commission is less than the earlier commission, then the Participant will refund the difference to StarTek. StarTek may deduct such refund from commissions that otherwise become due to the Participant in the future. For this purpose, StarTek may deduct up to one-half of the commissions otherwise due to the Participant each month until the difference has been refunded in full. This process may be repeated if a further Qualifying Adjustment occurs, such as but not limited to, the situation in which StarTek subsequently recognizes revenue on a Qualifying SOW that had previously not been recognized due to an earlier Qualifying Adjustment.

6.0. ADDITIONAL PLAN INFORMATION

6.1 Commission compensation under this Plan is fully taxable as earned income, and subject to normal withholding guidelines and applicable taxes and practices.

6.2 Commission compensation under this Plan will be calculated by StarTek in accordance with established Plan criteria and forwarded for approval to the Executive Vice President & Chief Financial Officer and the President & Chief Executive Officer. Either of these officers can designate any Senior Vice President who is not a Participant in this Plan to act as an approver in their absence.

6.3 If a Participant’s employment with StarTek terminates, commission compensation earned by that Participant through the end of the month prior to the date of termination will be calculated and paid promptly when commission amounts are determinable. A Participant’s right to earn commission compensation under this Plan ceases immediately upon termination of employment with StarTek, regardless of the reason for such termination.

6.4 Any recoverable draws or advances of any kind given to a Participant outside of this Plan will be deducted from the Participant’s first commission payment and will continue to be deducted from future commission payments until such draws or advances are repaid in full to StarTek.

6.5 If a dispute arises about who is responsible for a given contract, such responsibility will be determined by the Chief Executive Officer in his sole discretion. If it becomes necessary to split or share commission payments or if unique sales opportunities arise, then determination and authorization for commissions, if any, will be made by the Chief Financial Officer and the Chief Executive Officer.

6.6 If an extraordinary event contributes to securing a Qualifying SOW or generating an unexpected amount of revenue recognized on a Qualifying SOW, and as a result, the size of commission arising under this Plan would be uncommon or dramatic when considering the contribution of the Participant to securing that Qualifying SOW or generating such revenue, then such commission shall be subject to review and adjustment by the Chief Financial Officer, the Chief Executive Officer, and the Chief Operating Officer. Such adjustment, if applied, will be based in large measure on the actual role of the involved Participant and/or the unusual nature of the event causing the situation.

6.7 If the invoiced revenue on which a commission is paid proves to be materially different from the revenue StarTek actually recognizes, then at StarTek’s option:

(a) The relevant commissions shall be recalculated, based on the revenue StarTek actually recognized,

(b) The Participant will promptly refund to StarTek the difference between the commissions previously paid and the recalculated commissions.

The cause for such a material difference may be, by way of example and not limitation, disputed payments, a client withholding payment, or a client being more than 120 days late in payment. If StarTek subsequently receives, within the next 12 months, the disputed, withheld, late, or other payment, then StarTek shall promptly restore to the Participant the amount of the “clawed back” commission attributable to the subsequently recovered revenue.

6.8 StarTek reserves the right, in its sole discretion, to modify, suspend, or eliminate this Plan at any time with or without notice.

6.9 StarTek reserves the right to decide, in its absolute discretion, at any time and from time to time:

(a) Whether to enter, renew, amend, extend, or terminate any contract, proposed contract, and/or contract negotiation, with any client or prospective client, as well as the terms and conditions under which it will do so, and

(b) To whom it will assign responsibility for any such contract, proposed contract, and/or contract negotiation, which assignment StarTek may change at any time and from time to time, in its discretion.

If either 6.9(a) or 6.9(b) above occurs, then such decision may affect the amount of a Participant’s commissions under this Plan. .

6.10 Employment with StarTek is “at will” and may be terminated at any time by either the Participant or StarTek with or without notice and for any or no reason, unless the Participant has entered into a written employment agreement with StarTek modifying the “at will” employment relationship. This Plan is not intended to alter the “at will” employment relationship.

6.11 Neither this Plan nor participation in it shall:

(a) Affect the “at-will” nature of each Participant’s employment with StarTek,

(b) Provide any assurance of continued employment with StarTek or participation in the Plan, nor

(c) Provide any assurance that this Plan or another commission plan will be offered in the future to any Participant.

6.12 StarTek’s SVP-HR shall be responsible for the administration of this Plan and StarTek’s CEO shall have sole authority and discretion to interpret its provisions and applicability.

7.0 RELATED FORM

7.1 Appendix A: Target Incentive Eligibility per Position

APPROVALS:

 Susan L. Morse, SVP Human Resources

 A. Laurence Jones, Chief Executive Officer

[Employee Name] Date

EX-10.114

EXHIBIT 10.114

2007 INCENTIVE BONUS PLAN

1.0 PURPOSE

1.1 The Incentive Bonus Plan (“Plan”) is established to incent and reward eligible participants identified in section 5.1.1 (“Participant”) for performance towards Company Business and Individual Targets for the current Fiscal Year.

2.0 BONUS ELIGIBILITY

2.1 Bonus eligibility is a percentage of a Plan Participant’s base salary. Bonus eligibility varies by position level.

3.0 MEASUREMENT CRITERION

3.1 Bonus payments under the Plan are based on two measures, Company Business Targets and Individual Targets. The percentage weighting of each of the two measures for purposes of bonus calculation varies by position level.

3.1.1 COMPANY BUSINESS TARGETS

3.1.1.1 This plan measure is established for the Plan Year by Executive Management and the Company’s Board of Directors. Payout for Company Business Targets is scaled depending on performance vs. the targets. Payout is annually per the matrix in Appendix A.

3.1.1.1.1 For the CEO and CFO, Company Business Targets are based on Earnings per Share (EPS) and Revenue Growth.

3.1.1.1.2 For all other Plan participants, Company Business Targets are based on Operating Income and Revenue Growth.

3.1.1.2 A minimum threshold of Company results must be achieved (per the Payout Matrix in Appendix A) for Company Business Targets payout to occur. The maximum payout for the Company Business Targets is 150%.

3/5/2007 1 of 4 2007 Incentive Bonus

3.1.2 INDIVIDUAL TARGETS

3.1.2.1 Specific and measurable Individual Targets (goals) are established for the Plan Year for each Plan Participant.

3.1.2.2 Individual Targets are jointly developed by the Plan Participant and his/her Manager and relate to specific and measurable goals that are directly controllable by the individual and help drive overall Company Goals.

3.1.2.3 Payout for the Individual Target is from 0% to 100% of the individual’s bonus eligibility. Payout is dependent on an evaluation of percentage of completion of Individual Targets by the Plan Participant’s Manager using a rating of 0% to 100%. The Functional or Department Head must approve the rating prior to bonus payout.

3.1.2.4 Individual Target payout may occur even if Company Business Target thresholds have not been met.

3.1.2.5 The President and Chief Executive Officer in coordination with the Senior Vice President, Human Resources give final approval to the rating prior to bonus payout.

3.1.3 Payout can be received for Company Business Targets alone, Individual Targets alone, or both Company Business Targets and Individual Targets. For example, although a participant may not receive a payout for Company Business Target because the minimum threshold (see section 3.1.1.2) is not achieved, the participant can nevertheless receive a payout for Individual Targets if requirements are met.

4.0 PART-YEAR PARTICIPANTS

4.1 Participants who join the Plan during the Plan Year are eligible to participate as follows:

4.1.1 For Company Business and Individual Targets, participants who join the Plan during the year are eligible for a pro-rata bonus based on the first full month in which they joined the Plan, assuming minimum Plan thresholds are met. Participants who join the Plan during the fourth calendar quarter of the Fiscal Year are not eligible to participate in the Plan for that year.

4.2 If a Participant’s employment with the Company terminates during the Plan year, then (s)he ceases to be a Participant under the Plan on the date employment is terminated, in which case a bonus will neither be earned nor paid. If a Participant changes his or her position within the Company during the Plan year such that (s)he is no longer an eligible participant identified in section 5.1.1, then (s)he ceases to be a Participant under the Plan on the date of such change, in which case a prorated bonus would be earned through the date of such change, and be subject to Section 6.0.

3/5/2007 2 of 4 2007 Incentive Bonus

5.0 PROMOTIONS WITHIN THE PLAN YEAR

5.1 Promotions during the plan year will be handled as follows:

5.1.1 For the Company Business and Individual Targets, bonus calculations will be prorated based on the period of time in each position level and the prorated salary for each position held.

Example: Joe StarTek receives a promotion from Director (Salary $80,000) to Vice President (Salary $100,000) as of June 16^, XXXX:

		PLAN MEASURES AS A PERCENTAGE
		OF BONUS
	%	Individual	Company Business
LEVEL	Base	Targets	Targets
Director	15%	40%	60%
Sr Director	20%	35%	65%
Vice President	30%	30%	70%
Sr Vice President	40%	25%	75%
COO	50%	25%	75%
CFO	50%	0%	100%
CEO	100%	0%	100%

Company Business and Individual Targets
Bonus calculation will be based on 167 days at Director Level, 15% of base (Individual Target at 40% and Company Business Target at 60%) with base salary of $80,000 prorated and 198 days at Vice President Level, 30% of base (Individual Target at 30% and Company Business Target at 70%) with base salary of $100,000 prorated.

6.0 PAYMENT FROM THE PLAN

6.1 For Company Business and Individual Targets, bonus payout is made after the close of the financial books for the Plan Year and approval of the Board of Directors.

6.2 Payment is made to Plan Participants as a lump sum “bonus” less required payroll taxes and withholdings.

6.3 In order to receive payment from the Plan, a participant must be in “active” status on the company payroll at the time the annual payments are made.

3/5/2007 3 of 4 2007 Incentive Bonus

7.0 PLAN APPROVALS

7.1 The Incentive Bonus Plan is subject to approval annually by the Board of Directors.

8.0 CHANGEABILITY

8.1 StarTek management reserves the right to change, suspend or eliminate this Plan, in whole or in part, at any time, with or without notice to Plan Participants.

9.0 RELATED DOCUMENTS

9.1	Appendix A: Company Business Target Matrixes
9.2	Appendix B: Individual Goals Form

APPROVALS:

Susan L. Morse	A. Larry Jones
SVP, Human Resources	President and Chief Executive Officer

3/5/2007 4 of 4 2007 Incentive Bonus

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, A. Laurence Jones, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of StarTek, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2007	/s/ A. LAURENCE JONES
	A. Laurence Jones
	President, Chief Executive Officer and
	Interim Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATIONS

In connection with the Quarterly Report of StarTek, Inc. on Form 10-Q for the quarter ended June 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned individuals, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2)	The information contained the Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.

Date: August 7, 2007	/s/ A. LAURENCE JONES
	A. Laurence Jones
	President, Chief Executive Officer and
	Interim Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Corporation and will be retained by the Corporation and furnished to the Securities and Exchange Commission or its staff upon request.