Exhibit 10.14
  
   1
    
    SCOPE OF WORK
 1.1
    
    Supplier consumer customer services representatives (CSRs) shall take and
handle inbound customer care inquiries by program (Program) as set forth in Exhibit C
in accordance with the AT&T Mobility hours of operation set forth in Section 1.2 subject
to applicable laws at the rates set forth in Exhibit B. Any other customer care
activities, changes that result in the nature or type, market or mix of calls to
change, including any changes to the mix of Program project(s) supported by Site as set
forth in Exhibit C attached hereto, shall be subject to Exhibit 5 of the Agreement.1.2
    
    Services shall be performed Monday through Sunday, not including Holidays as set
forth in Exhibit B,at the hours of operations (Hours of Operation) set forth in
Exhibit D by site (Site):Hours of Operation may be amended from time to time as set forth in Exhibit 5 of the
Agreement. AT&T Mobility reserves the right to modify (decrease or increase) Services
Hours of Operation upon twenty (20) calendar days written notice to Supplier. AT&T
Mobility agrees to utilize the Change in Scope procedures to effect this change.
 2.
    
    PRIMARY CONTACT INFORMATION
 2.1
    
    The individuals listed in the table below will serve as primary contact for the
Program. Any changes will be done in accordance with Exhibit 5 of the Agreement.
 AT&T Mobility Contacts
    
    Supplier Contact(s)[*]
    
    
    [*]
 3.
    
    TERM
 3.1
    
    The Term of this Work Order shall commence on May 1, 2008 (Effective Date), and
shall continue until midnight on April 28, 2010 (the Initial Term). The Work Order may
be terminated as allowed in the Agreement or in this Work Order.
 4.
    
    SERVICE SPECIFICATIONS AND REQUIREMENTS
 4.1
    
    The deliverables to be delivered by Supplier to AT&T Mobility pursuant to this
Work Order are listed in Exhibit A Deliverables Matrix (the Deliverables).




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5.
    
    AT&T MOBILITY SYSTEMS USE AND DOWNTIME
 5.1
    
    Should AT&T Mobility systems become unavailable to Supplier, Supplier will follow
the notification instructions contained in AT&T Mobilitys Downtime Policy as provided
by AT&T Mobility. Supplier will utilize downtime forms to capture call information on
the AT&T Mobility-provided downtime forms and will input into AT&T Mobility systems as
soon as reasonably possible after restoration of the impacted systems. AT&T Mobility
shall pay the applicable [*] rate for this function. Supplier shall be excused from
Performance Standards for the duration of the system outage.5.2
    
    If the telecommunications systems are in failure due to AT&T Mobility, AT&T
Mobility may require Suppliers CSRs to go into pure AUX state, whereby they are not
receiving calls. AT&T Mobility shall still be charged the actual outage time incurred
for the amount of time affected. Supplier shall be excused from Performance Standards
for the duration of the outage.5.3
    
    The AT&T Mobility system will be completely down during certain after-hour times
and other scheduled times throughout the year for maintenance. When practical, AT&T
Mobility will advise Supplier of the scheduled maintenance at least twenty-four (24)
hours prior to the times and dates that the systems will not be available due to
maintenance.5.4
    
    Notwithstanding the foregoing, in the event of a Supplier
system/telecommunications outage, Supplier will utilize CSRs [*] time for offline work
and training for the duration of the outage. AT&T Mobility shall not be charged for
unutilized hours for the duration of a Supplier system outage.5.5
    
    Supplier shall advise the AT&T Mobility Contact and/or Vendor Manager when any
AT&T Mobility-provided system is down for more than 5 minutes. Supplier shall provide
an escalation plan with mitigating action in the event of systems disruption to be
approved by AT&T Mobility by Services launch.5.6
    
    Supplier will continue to provide the Services under this Work Order if AT&T
Mobility relocates its operations to an interim or substitute facility or otherwise
implements any of its internal disaster recovery plans.5.7
    
    Failure to comply materially with this Section constitutes a material breach of
the Agreement.
 6.
    
    PERFORMANCE STANDARDS:
 6.1
    
    AT&T Mobility and Supplier have developed the standards set forth in this Work
Order, (hereinafter Performance Standards) to ensure the delivery of high quality,
efficient customer service. Effective upon signature of this Work Order by both parties
(Execution Date), Performance Standard measurements for Sites existing on the
Execution Date shall begin the month following the Execution Date, or for the
Performance Standards related to First Call Resolution and Overall Customer
Satisfaction, the next full or prorated per complete months remaining, as the case may
be, calendar quarter. Performance Standards for Sites opening after the Execution Date
shall be applicable to Services performed from a particular Site/Program [*] days after
Site opening, or as outlined in the Performance Measurements attached hereto as Exhibit
E. Furthermore, anytime a particular Site/Program increases by more than twenty five
percent (25%) over a two (2) month period (measured by the 45-Day Lock FTE), Performance
Standards shall not apply with respect to such Site/Program until [*] after the
incremental Site/Program staff has been in Production handling customer calls. Before
the application of any of the Performance Standards, the parties agree to meet and
discuss in good faith changes to the Performance Standards set forth and the relevant
AT&T Mobility invoice credits and Supplier earned debits or bonuses with respect to such
Performance Standards based on performance prior to such Performance Standards taking
effect. Performance Standards hereunder shall be measured by Program at each Site and
shall exclude calls handled by the IVR and those calls subject to waivers as set forth
herein this Work Order. Any invoice credits owed or debits earned by Supplier shall
only apply to the Services invoiced for the particular Site/Program subject to Section
1.1 herein for which it was measured and shall be assessed to Customer Service
Experience (CSE) Program [*] in Production only. Any invoice debits earned by
Supplier will be used to offset AT&T Mobility invoice credits only, except for Section
6.3.3 Occupancy which may earn a true debit. Notwithstanding the foregoing, Supplier
may earn a Bonus subject to Sections 6.3.1 and 6.3.2. AT&T Mobility invoice credits,
Supplier earned debits to AT&T Mobility invoice credits, and bonuses will be calculated
as set forth in Section 6.3 and shall be applied on a quarterly basis.
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6.2
    
    Call Volume Forecasting / Staffing. Each month on a by Site/Program basis, AT&T
Mobility shall provide Supplier three (3) written forecasts to be used by Supplier as a
guide for recruitment, planning and staffing activities. The three (3) written
forecasts are as follows:
        a)
    
    The Performance Standards outlined in this Work
Order may be changed by AT&T Mobility upon thirty (30) days written
notice to Supplier per the procedure outlined in Exhibit 5, Management
Procedures for Change in Scope of the Agreement.b)
    
    Notwithstanding the foregoing Performance Metrics
and/or AT&T Mobility invoice credits under this WO or the Agreement
shall be waived to the extent they are attributable to a failure
caused by AT&T Mobility or if actual call volume for the Program
exceeds or is less than the 45 Day Lock for such Site/Program by more
than ten percent (10%) or as otherwise set forth in this Work Order or
the Agreement.c)
    
    Material failure to meet the same Performance
Standards at the same Site/Program for two (2) consecutive months
shall be considered a material default.d)
    
    Supplier shall provide at least [*] of the staffing
pursuant to the 45 Day Lock and in any case shall use reasonable efforts
to achieve one hundred percent (100%) of the staffing pursuant to the 45
Day Lock, and AT&T Mobility shall provide at least [*] of the [*] pursuant
to the 45 Day Lock. If Supplier fails to staff at least [*] of the 45 Day
Lock and the shortage materially impacts AT&T Mobilitys ability to
provide services to its customers, Suppliers failure will be considered a
material default. At the request of AT&T Mobility, Supplier will provide
a corrective action plan for such breach.e)
    
    Supplier shall be excused from Performance Metrics
and/or AT&T Mobility invoice credits under this SOW in the event the
parties determine that the components and/or assumptions used to determine
the 45 Day Lock are inaccurate resulting in Supplier failing to meet
Performance Metrics. The parties will mutually agree upon which component
and/or assumption is inaccurate,
will correct and re-run current and future forecasts utilizing the
corrected components and/or assumptions. Variable assumptions and/or
components include, but shall not be limited to: call volume, AHT
assumption, occupancy, and modification/upgrade training hours.
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6.3
    
    Performance Metrics: The following Performance Metrics shall be measured on a
Site basis and shall apply to the Customer Service Experience (CSE) program only, and
shall be subject to material default and the applicable AT&T Mobility invoice credit,
Supplier earned debit to AT&T Mobilitys invoice credit, or Bonus set forth herein.
Notwithstanding the foregoing, AT&T Mobility may request that additional Programs be
subject to the Performance Metrics and subject to Exhibit 5 of the Agreement.
 6.3.1
    
    First Call Resolution Rate (FCR): FCR will be measured
quarterly by Site by the Telegence and CARE Programs which shall be considered
one (1) Program for the purposes of FCR stack ranking and shall be ranked against
Like Sites national average, contingent upon a sample size of at least four
hundred (400) per Site. Sample sizes of less than four hundred (400) shall be
excluded from the quarterly measurement. AT&T Mobility or AT&T Mobility vendor
sites with samples sites of less than four hundred (400) shall not be included in
the stack ranking. FCR shall be waived in the event Supplier results are within
the top [*] of stacked ranking measured by region, regardless if Supplier results
fall within the [*] quartile when measured against the national average for
overall Like Sites.Example:
 Assumptions:Overall Like Sites national average results:
    
    
    [*]Results for top [*] of Like Sites measured by region:
    
    
    [*]Supplier results:
    
    
    [*]
  [*] of Like sites
    
    [*] AT&T Mobility invoice credit[*] of Like Sites
    
    [*] AT&T Mobility invoice credit[*] of Like Sites
    
    [*] Supplier earned offset debit[*] of Like Sites
    
    [*] Supplier earned offset debit
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6.3.2
    
    Overall Customer Satisfaction (OCS): will be measured
quarterly by Site by the Telegence and CARE Programs which shall be considered
one (1) Program for the purposes of OCS stack ranking and ranked against Like
Sites national average, contingent upon a sample size of at least four hundred
(400) per Site. Sample sizes of less than four hundred (400) shall be excluded
from the quarterly measurement. OCS shall be waived in the event Supplier
results are within the top [*] of stacked ranking measured by region, regardless
if Supplier results fall within the [*] quartile when measured against the
national average for overall Like Sites.Example:
 Assumptions:Overall Like Sites national average results:
    
    
    [*]Results for top [*] of Like Sites measured by region:
    
    
    [*]Supplier results:
    
    
    [*]
  [*] of Like Sites
    
    [*] AT&T Mobility invoice credit[*] of Like Sites
    
    [*] AT&T Mobility invoice credit[*] of Like Sites
    
    [*] Supplier earned offset debit[*] of Like Sites
    
    [*] Supplier earned offset debit
   6.3.3
    
    Occupancy Rate Target of[*] The Occupancy Rate will be
measured monthly, and shall be calculated by subtracting total idle (waiting to
serve) time from total logged in time and dividing the difference by total logged
in time. The Occupancy Performance Standard and associated AT&T Mobility invoice
credit will be waived in the event that the actual call volume is less than[*] of
the 45 Day Lock. Any individual days where the actual call volumes are less than
the 45 Day Forecast by [*] or more and the Occupancy target is missed will be
excluded from the monthly calculation of Occupancy. The AT&T Mobility invoice
credits and Supplier earned debits will be applied in the following fashion based
on Occupancy Rate scores:
 below [*]
    
    [*] AT&T Mobility invoice credit[*] to [*]
    
    [*] Supplier earned debitabove [*]
    
    [*] Supplier earned debit
  6.3.4
    
    Productivity: The measurement for productivity will be
measured monthly and shall be calculated as follows: [*]. The Productivity
Performance Standard and associated AT&T Mobility invoice credit will be waived
if voluntary go home time associated with low volumes drives lower productivity.
Converted sites (sites subject to Conversion training as described in Exhibit B
herein) will be measured [*] after the first call received in Production, The
AT&T Mobility invoice credits will be applied in the following fashion based on
Productivity scores:
 below [*]
    
    [*] AT&T Mobility invoice credit
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6.3.5
    
    Call Transfer Rate for CSE Sites/Program only: AT&T
Mobility and Supplier shall mutually agree upon a target for the CSE Call
Transfer Rate within ninety (90) days of the Execution Date. Until such time,
Supplier will use commercially reasonable efforts to meet an operation target of
[*] (Operational Target). The Operational Target for the Call Transfer Rate
shall not in any way be used to determine a material breach on the part of
Supplier. Change management procedures set forth in Exhibit 5 of the Agreement
will be invoked for process changes directly impacting Call Transfer Rates.
 TBD
    
    (Rounded to the nearest whole percentage)
 6.3.6
    
    Average Handle Time (AHT): The AHT target by
Site/Program shall be provided by AT&T Mobility as part of the 45 Day Lock and
shall be measured monthly as it applies to material breach. The AHT Performance
Standard will be waived if the actual Call Volume is greater than ten percent
(>10%) over the target provided in the 45 Day Lock or if the average of other
Like Sites is [*] or greater. The AHT target provided in the 45 Day Lock will be
subject to material breach, however, will not be subject to credits or debits.
Converted sites (sites subject to Conversion training as described in Exhibit B
herein) will be measured [*] after the first call received in Production,With respect to credits and debits, AT&T Mobility may receive the invoice
credit set forth herein in the event the monthly AHT measurement is [*] or
greater. Change management procedures set forth in Exhibit 5 of the Agreement
will be invoked if AHT targets need to change.The AT&T Mobility invoice credits will be applied in the following fashion:
 above
[*] seconds
    
    [*] AT&T Mobility invoice credit
 6.3.7
    
    Short Call Rate: Shall mean calls that are less than [*]
in length. The goal is not to exceed [*] and shall be measured monthly.
Converted sites (Sites subject to Conversion training as described in Exhibit B
herein) will be measured [*] after the first call received in Production. Change
in procedures shall be subject to Exhibit 5 of the Agreement.
 7.
    
    Cap:The resulting Supplier earned debits and AT&T Mobility invoice credits for the applicable
Performance Standard measurement set forth herein Section 6 will only be applied to the
applicable Sites Program [*] billed. The total AT&T Mobility invoice credit for all
Performance Standards in aggregate in any month cannot exceed a maximum of [*] per Site
invoice. The total invoice debits to AT&T Mobilitys invoice credit for all Performance
Standards in aggregate in any month cannot exceed a maximum of a [*] per Site invoice.
Notwithstanding the foregoing, Supplier may earn an additional [*] Bonus per quarter upon
attainment of FCR and OCS stretch targets.8.
    
    Performance Metrics Waivers
 8.1
    
    In addition to any other waivers set forth herein this Work Order, Supplier shall
be excused for failures to meet any Performance Metric and shall not be in breach of
this Work Order if such failure is caused by: a) AT&T Mobility; and/or b) third parties
(hired or contracted) to provide system applications and/or system application services
to or for AT&T Mobility (including carriers) (a and b collectively referred to as AT&T
Mobility/Service Provider) including without limitation acts or omissions of AT&T
Mobility/Service Provider.8.2
    
    Notwithstanding anything to the contrary herein, in addition to waivers set forth
herein this Work Order, AT&T Mobility may choose to waive Performance Standards and
applicable penalties at its sole discretion. AT&T Mobility must invoke this option in
writing within thirty (30) days of a missed Performance Metric.
 9.
    
    PRICE
 9.1
    
    Services shall be compensated by AT&T Mobility to Supplier pursuant to the rates
and charges detailed in Exhibit B which is attached hereto and fully incorporated herein
by this reference. Such rates and charges do not include all applicable taxes.
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10.
    
    DISPUTE RESOLUTIONEither party may give the other party written notice of any dispute not resolved in the
normal course of business. The parties will attempt in good faith to promptly resolve any
issue, dispute, or controversy arising out of or relating to this Agreement promptly by
negotiation between the managers set forth below. Within ten (10) days after delivery of
such notice, representatives of both parties will meet at a mutually acceptable time and
place, and thereafter as often as they reasonably deem necessary, to exchange relevant
information and to attempt to resolve the dispute within the time frames here:
 AT&T Mobility Wireless
    
    SupplierWithin 10 days
    
    [*]
    
    Regional VPWithin 20 days
    
    [*]
    
    Regional VPWithin 30 days
    
    [*]
    
    Senior Vice President or Executive Vice President of Operations
   11.
    
    SPECIAL CONSIDERATIONS:
 11.1
    
    The terms set forth below shall be in addition to the terms set forth in the respective sections of the Agreement:
 11.1.1
    
    Supplier Responsibilities
 a.
    
    Except as otherwise set forth in this Work Order or
the Agreement, Supplier will be responsible for supplying all Supplier
personnel, facilities, technology subject to Section 50 of Agreement,
services and materials necessary to perform the Services in accordance
with the terms and conditions set forth in this Work Order.b.
    
    Supplier will provide the necessary, as of the
Effective Date of this Work Order, voice and data infrastructure and PCs
(or thin client applications in lieu of PCs) at Supplier Site(s) from the
point of demarcation within Supplier data center(s) for voice and data
communications. The point of demarcation is the point where AT&T
Mobility-owned circuits/equipment end and Supplier-owned
circuits/equipment begin. AT&T Mobility will provide any intelligent call
management (ICM) routing and screen-pop equipment as required; or,
alternatively Supplier will provide ICM and screen-pop equipment subject
to Exhibit 5 of the Agreement. Supplier PCs will reside on the Supplier
network and access AT&T Mobilitys systems via web, Citrix, or other thin
client connectivity.c.
    
    Supplier shall pay for the Supplier standard, as of
the Effective Date of this Work Order, voice and data network facilities.
AT&T Mobility shall be responsible for other voice and data charges,
including delivering voice and data to Supplier data center hub(s),
bandwidth exceeding Supplier standards in existence as of the Work Order
Effective Date, and any dedicated security equipment required by AT&T
Mobility. In the event AT&T Mobility utilizes VoATM to deliver calls to a
Supplier hub, AT&T Mobility will provide the Nortel Passport or equivalent
device required in the Supplier hub to accept the VoATM traffic. Supplier
agrees to relinquish ownership at no cost to AT&T Mobility of any and all
toll-free numbers associated with the Program to AT&T Mobility or another
party specified by AT&T Mobility within forty-eight (48) hours of AT&T
Mobilitys request; provided that AT&T Mobility is current on all
invoices.
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11.1.2
    
    Training
 a.
    
    Training costs shall be billed as listed under
Exhibit B.b.
    
    Initial new hire training: Supplier agrees to
provide initial Program training to Supplier CSRs in accordance with AT&T
Mobility provided Training Materials, and all retraining, ongoing
soft-skills training, and customer service training at the rates set forth
in Exhibit B, in order to perform the Services described in this Work
Order. If mutually agreed between the parties subject to Exhibit 5 of the
Agreement, AT&T Mobility may provide AT&T Mobility trainers for initial
train-the-trainer training programs.c.
    
    AT&T Mobility may request to extend the duration of
initial Program training subject to Exhibit 5 of the Agreement.
 11.1.3.
    
    Quality AssessmentSupplier will provide enough Quality Assessment (QA) agents at the QA rate set forth
in Exhibit B, to CSRs to meet the average number of observations monthly. Each
CSR is monitored an average of [*] scored evaluations per month by QA and
Production staff/personnel collectively and other informal evaluations as agreed
upon by the parties based upon individual CSR performance. Supervisors will use
commercially reasonable efforts to provide feedback within [*] if below goal and
[*] if within or above goal. Agents needing improvement will receive additional
evaluations via various methods (side by side, additional monitoring, remote
monitoring, double jacking, etc). QA agents will shadow CSRs while on the call
without the CSR being aware they are being monitored. Calibration sessions
between Supplier QA agents, Supplier supervisors and AT&T Mobility
representatives will be held weekly to ensure scoring and feedback to CSRs is
consistent. If Supplier fails to monitor an average of [*] scored evaluations per
month by QA and Production staff/personnel collectively as set forth above,
Supplier will be advised of such deficiencies and Supplier will have [*] days to
bring performance back to objectives standards. AT&T Mobility and Supplier may
mutually agree to modify the standards upon written agreement signed by both
parties, in the event AHT increases by [*] from the previous months 45-Day
Commitment, AT&T Mobility and Supplier shall re-evaluate the QA staffing required
to meet the obligations set forth herein
 11.1.4
    
    AT&T Mobility shall be responsible for and must approve scripts, order forms, and
report formats to be used by Supplier for Services provided pursuant to this Work Order.
If Supplier desires any changes whatsoever to the aforementioned scripts, forms or
formats, then Supplier must obtain AT&T Mobilitys prior written approval of such
changes.11.1.5
    
    Cancellation and Termination
 a.
    
    Upon expiration, a AT&T Mobility Termination Without
Cause or Supplier Cancellation For Cause (if requested by Supplier), of a
Work Order, AT&T Mobility and Supplier agree to honor the Full Call Volume
Commitments during the notice period with a 3 month ramp down period to
follow, where AT&T Mobility will provide to Supplier 75% / 50% / 25% of
the Call Volume Commitment, respectively during the 3 month ramp down.
Call Volume Commitment is defined as the average monthly volume over the
preceding six (6) months prior to termination notification (but in no case
less than any applicable minimum). Any difference between actual billings
and the Call Volume Commitment shall be billed to and payable by AT&T
Mobility.b.
    
    In addition to all other rights or remedies provided
for in this Agreement or by law, either party may immediately cancel this
Agreement if: (1) the other party becomes insolvent or makes a general
assignment for the benefit of creditors; (2) the other party admits in
writing the inability to pay debts as they mature; (3) Any court appoints
a trustee or receiver with respect to the other party or any substantial
part of the other partys assets; or (4) An action is taken by or against
other party under any bankruptcy or insolvency laws or laws relating to
the relief of debtors, including the Federal Bankruptcy Act.
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11.2
    
    Occupancyis calculated by subtracting total idle (waiting to serve) time from
total logged in time and dividing the difference by total logged in time.11.3
    
    Payroll Houris defined as an hour for which a CSR is compensated by Supplier11.4
    
    Privacy Lawsmeans Laws relating to data privacy, trans-border data flow or data protection.11.5
    
    [*]11.6
    
    Overall Customer Satisfaction (OCS)means OCS as measured by the WAVE surveys
for Postpaid CSE customers.
 IN WITNESS WHEREOF
 StarTek USA Inc.
    
    
    
    AT&T Mobility LLC by its authorizedRepresentative AT&T Services, Inc.By:
    
    /s/ A.L. Jones
    
    
    
    By:
    
    /s/ Tim HardenPrinted Name: A.L. Jones
    
    
    
    Printed Name: Tim HardenTitle:
    
    President & CEO
    
    
    
    Title:
    
    President  Supply Chain & Fleet OperationsDate:
    
    7 May 2008
    
    
    
    Date:
    
    5-6-08
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