**EXHIBIT 10.12**

** **

**AMENDMENT NO. 2TOT-MOBILE USA, INC. SERVICES AGREEMENT**

** **

**CALL CENTER SERVICES**

** **

ThisAmendment No. 2 to the T-Mobile USA, Inc. Services Agreement — CallCenter Services (this “***Amendment No. 2***”)is made and entered into as of April 1, 2009 (the ***“AmendmentEffective Date***”), by and between T-Mobile USA, Inc., a Delaware corporation, with aprincipal place of business at 12920 SE 38th Street,Bellevue, Washington 98006 (“***T-Mobile***”)and StarTek USA, Inc., a Colorado corporation with a principal place ofbusiness at 44 Cook Street, 4th Floor, Denver, CO 80206, USA (“Provider”).

 

**RECITALS**

 

WHEREAST-Mobile and Provider entered into that certain T-Mobile USA, Inc.Services Agreement — Call Center Services effective as of October 1, 2007(such agreement, together with all schedules and exhibits thereto, and asamended by Amendment No. 1, dated February 24, 2008, hereinafterreferred to as the “***Original Agreement***”);

 

WHEREASthe terms of the Original Agreement (including, for the avoidance of doubt, capitalizedterms defined therein) are incorporated herein *mutatismutandis*;

 

WHEREASProvider and T-Mobile desire to amend the Original Agreement to adjust thehours of operation for the call center services rendered by Provider atKingston, Ontario, Canada and Sarnia, Ontario, Canada;

 

WHEREASProvider and T-Mobile desire to amend the Original Agreement to add new Linesof Business for the call center services rendered by Provider to include:  MCSA Migrations - 36, WLNP — 518 (formerlySkill 727), WLNP Spanish — 285 (formerly Skill 747), Web Correspondence,Business Care 250, 251, Business Care Offline Chat, Gen Care Offline Chat, B2BMajor Accounts — 132, and SunCom Business Care - 450 shown below at Alexandria,Louisiana; Kingston, Ontario, Canada; and/or Sarnia, Ontario, Canada;

 

WHEREASProvider and T-Mobile desire to amend the Original Agreement by this Amendment No. 2,to replace in its entirety Section A entitled “Rate Chart” inSchedule 1 to Pricing Terms, as hereinafter set forth;

 

WHEREASProvider and T-Mobile desire to amend the Original Agreement by this Amendment No. 2,to incorporate additional AHT KPI tables in Section B (KPIPenalties and Bonuses: Pay for Performance Workbook), as hereinafter set forthbelow;

 

WHEREASProvider and T-Mobile desire to amend the Original Agreement by this Amendment No. 2to add Exhibit F (Training Device License Agreement) to theOriginal Agreement, as hereinafter set forth; and

 

WHEREAS Provider andT-Mobile desire to amend the Original Agreement by this Amendment No. 2 todelete Attachment 1 of Exhibit C entitled “Required Internet Sites(URLs)” 

 
| AMENDMENT  NO. 2 TO T-MOBILE USA, INC. |   | T-Mobile USA Confidential |
|----------------------------------------|--------|---------------------------|
| SERVICES  AGREEMENT                    |   |                      |

 

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in its entirety and to incorporate theRequired Internet Sites into Exhibit C-1, as hereinafter set forthbelow.

 

NOW, THEREFORE, in consideration of themutual covenants contained herein, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the Parties hereby amend the Original Agreement as follows:

 

**AMENDMENTS**

 

**1.****                                     ****Amendment.**

 

Section A entitled “Descriptionof Services and Specifications” in Exhibit B (Form ofStatement of Work) accompanying and incorporated into the Original Agreement,is hereby deleted in its entirety and replaced with the following:

 

**“A.          Description of Services and Specifications:**

 
| **Line of  Business**          | ** ** | **AHT** | ** ** | **Site**                   | ** ** | **Hours of  Operation  Pacific Time** | ** ** | **Commencement  Date for Hours of  Operation** | ** ** | **Term**                                          |
|--------------------------------|------------|---------|------------|----------------------------|------------|---------------------------------------|------------|------------------------------------------------|------------|---------------------------------------------------|
| Activations English - 261      |       | [*]     |       | Alexandria,  Louisiana     |       | [*]                                   |       | November 9,  2008                         |       | Two  (2) years from Agreement Effective Date |
|                           |       |    |       |                       |       |                                  |       |                                           |       |                                              |
| Consumer Credit English -  281 |       | [*]     |       | Alexandria,  Louisiana     |       | [*]                                   |       | November 9,  2008                         |       | Two  (2) years from Agreement Effective Date |
|                           |       |    |       |                       |       |                                  |       |                                           |       |                                              |
| MCSA Migrations - 36           |       | [*]     |       | Alexandria,  Louisiana     |       | [*]                                   |       | Week  of March 15, 2009                   |       | Two  (2) years from Agreement Effective Date |
|                           |       |    |       |                       |       |                                  |       |                                           |       |                                              |
| WLNP — 518 (formerly 727) |       | [*]     |       | Alexandria,  Louisiana     |       | [*]                                   |       | September 20,  2008                       |       | Two  (2) years from Agreement Effective Date |
|                           |       |    |       |                       |       |                                  |       |                                           |       |                                              |
| Activations English - 261      |       | [*]     |       | Kingston,  Ontario, Canada |       | [*]                                   |       | November 9,  2008                         |       | Two  (2) years from Agreement Effective Date |
|                           |       |    |       |                       |       |                                  |       |                                           |       |                                              |
| Activations Offline            |       | [*]     |       | Kingston,  Ontario, Canada |       | [*]                                   |       | October 1,  2007                          |       | Two  (2) years from Agreement Effective Date |
|                           |       |    |       |                       |       |                                  |       |                                           |       |                                              |
| Business Care - 250            |       | [*]     |       | Kingston,  Ontario, Canada |       | [*]                                   |       | October 1,  2007                          |       | Two  (2) years from Agreement Effective Date |

 

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| Business Care - 251                |   | [*]    |   | Kingston,  Ontario, Canada |   | [*]    |   | October 1,  2007      |   | Two  (2) years from Agreement Effective Date |
|------------------------------------|--------|--------|--------|----------------------------|--------|--------|--------|----------------------------|--------|---------------------------------------------------|
|                               |   |   |   |                       |   |   |   |                       |   |                                              |
| Business Care Offline              |   | [*]    |   | Kingston,  Ontario, Canada |   | [*]    |   | March 29,  2009       |   | Two  (2) years from Agreement Effective Date |
|                               |   |   |   |                       |   |   |   |                       |   |                                              |
| Consumer Credit English -  281     |   | [*]    |   | Kingston,  Ontario, Canada |   | [*]    |   | November 9,  2008     |   | Two  (2) years from Agreement Effective Date |
|                               |   |   |   |                       |   |   |   |                       |   |                                              |
| Gen Care Offline Chat              |   | [*]    |   | Kingston,  Ontario, Canada |   | [*]    |   | Week  of May 17, 2009 |   | Two  (2) years from Agreement Effective Date |
|                               |   |   |   |                       |   |   |   |                       |   |                                              |
| MCSA Migrations - 36               |   | [*]    |   | Kingston,  Ontario, Canada |   | [*]    |   | February 9,  2009     |   | Two  (2) years from Agreement Effective Date |
|                               |   |   |   |                       |   |   |   |                       |   |                                              |
| SIM-MSISDN - 19                    |   | [*]    |   | Kingston,  Ontario, Canada |   | [*]    |   | February 25,  2008    |   | Two  (2) years from Agreement Effective Date |
|                               |   |   |   |                       |   |   |   |                       |   |                                              |
| Web Correspondence                 |   | [*]    |   | Kingston,  Ontario, Canada |   | [*]    |   | May 18,  2009         |   | Two  (2) years from Agreement Effective Date |
|                               |   |   |   |                       |   |   |   |                       |   |                                              |
| WLNP —518 (formerly 727)      |   | [*]    |   | Kingston,  Ontario, Canada |   | [*]    |   | September 20,  2008   |   | Two  (2) years from Agreement Effective Date |
|                               |   |   |   |                       |   |   |   |                       |   |                                              |
| WLNP Casework                      |   | [*]    |   | Kingston,  Ontario, Canada |   | [*]    |   | January 1,  2007      |   | Two  (2) years from Agreement Effective Date |
|                               |   |   |   |                       |   |   |   |                       |   |                                              |
| WLNP Spanish - 285  (formerly 747) |   | [*]    |   | Kingston,  Ontario, Canada |   | [*]    |   | September 20,  2008   |   | Two  (2) years from Agreement Effective Date |
|                               |   |   |   |                       |   |   |   |                       |   |                                              |
| B2B Major Accounts - 132           |   | [*]    |   | Sarnia,  Ontario, Canada   |   | [*]    |   | July 27,  2007        |   | Two  (2) years from Agreement Effective Date |
|                               |   |   |   |                       |   |   |   |                       |   |                                              |
| Business Care - 250                |   | [*]    |   | Sarnia,  Ontario, Canada   |   | [*]    |   | December 1,  2008     |   | Two  (2) years from Agreement Effective Date |

 

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| Business Care - 251             |   | [*]    |   | Sarnia,  Ontario, Canada |   | [*]    |   | December 1,  2008     |   | Two  (2) years from Agreement Effective Date |
|---------------------------------|--------|--------|--------|--------------------------|--------|--------|--------|----------------------------|--------|---------------------------------------------------|
|                            |   |   |   |                     |   |   |   |                       |   |                                              |
| Business Care Offline           |   | [*]    |   | Sarnia,  Ontario, Canada |   | [*]    |   | October 1,  2007      |   | Two  (2) years from Agreement Effective Date |
|                            |   |   |   |                     |   |   |   |                       |   |                                              |
| Business Care Offline Chat      |   | [*]    |   | Sarnia,  Ontario, Canada |   | [*]    |   | March 15,  2009       |   | Two  (2) years from Agreement Effective Date |
|                            |   |   |   |                     |   |   |   |                       |   |                                              |
| MCSA Migrations - 36            |   | [*]    |   | Sarnia,  Ontario, Canada |   | [*]    |   | February 9,  2009     |   | Two  (2) years from Agreement Effective Date |
|                            |   |   |   |                     |   |   |   |                       |   |                                              |
| SunCom Business Care — 450 |   | [*]    |   | Sarnia,  Ontario, Canada |   | [*]    |   | Week  of May 17, 2009 |   | Two  (2) years from Agreement Effective Date |

 

**2.****                                     ****Amendment.**

 

Section B entitled “General” is hereby changed inreference only to Section C.

 

**3.****                                     ****Amendment.**

 

Section B is hereby modified and entitled as “ServiceDescriptions” in Exhibit B (Form of Statement of Work)accompanying and incorporated into the Original Agreement, is hereby replacedwith the following:

 

**“B**.          **Service Descriptions**. The following T-Mobile Lines of Business will be supported from theStarTek Facilities:

 

1.             ***“Activations English — 261”:*** Provides English language customer service regarding account creation,assignment of mobile number, and enrollment in a rate plan.

 

2**.             *“B2B MajorAccounts — 132”****:*  Provides individual specialized customerservice required by large corporate and government accounts.

 

3.             ***“Business Care — 250, 251”:*** Provides specialized customer service required by large businesses andgovernment accounts.

 

4.             ***“Consumer Credit English — 281”:*** Provides English language customer service regarding credit matters on T-Mobileaccounts.

 

5**.             *“MCSA(Master Corporate Services Agreement) — 36”:***Providescustomer service to employees of businesses to take advantage of corporatediscounts.

 

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6**.             *“SIM-MSISDN- 19”****:*  Provides customer service for customersregarding SIMS and phone numbers on T-Mobile accounts.

 

7.             ***“Web Correspondence”:***  Providescustomer service via written customer requests submitted through email toT-Mobile.com.

 

8.             ***“WLNP- English — 518 (formerly Skill 727)”:* **Provides English language customerservice on pending port requests for customers who transfer mobile phonenumbers to or from T-Mobile.

 

9.             “***WLNP - Spanish — 285 (formerly Skill 747)”:* **Provides Spanish language customerservice on pending port requests for customers who transfer mobile phonenumbers to or from T-Mobile.

 

10.           “***Activations Offline”:***Providesoffline customer service regarding account creation, assignment of mobilenumber, and enrollment in a rate plan.

 

11.           “***Business Care — Offline”:***Provides specialized offline customer service required by large businesses andgovernment accounts.

 

12.           “***Business Care Offline Chat”:***Provides specialized customer service required by large businesses andgovernment accounts using Instant Service.

 

13.           “***General Customer CareOffline Chat”:*** Provides general customer support for billingissues, call handling, coverage, calling features, rate plans, services, etc.using Instant Service.

 

14.           “***WLNP Casework”:***Provides customer service on pending port requests for customers who transfermobile phone numbers to or from T-Mobile requiring additional research.

 

15.           ***“SunCom Business Care - 450”:***  ProvidesEnglish language specialized customer service required by large businesses andgovernment accounts.”

 

**4.****                                     ****Amendment****.**

 

Section A entitled “RateChart” in Schedule 1 to Pricing Terms accompanying and incorporated into theOriginal Agreement, is hereby deleted in its entirety and replaced with thefollowing:

 

**“A.          Rate Chart.**  The following chart sets forth the respectiverates for the Services, subject to modification as provided in Section Bbelow and as otherwise provided in the Original Agreement.

 

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| **Line Of  Business (LOB)**     | ** ** | **%  Offered to  Forecast** | ** ** | **Price  Per  Minute  (PPM)**** | ** ** | **Holiday/Overtime  PPM**** |
|---------------------------------|------------|-----------------------------|------------|---------------------------------|------------|-----------------------------|
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
| Activations English - 261       |       | [*]                         |       | [*]                             |       | [*]                         |
| B2B Major Accounts - 132        |       | [*]                         |       | [*]                             |       | [*]                         |
| Business Care - 250, 251        |       | [*]                         |       | [*]                             |       | [*]                         |
| Consumer Credit English - 281   |       | [*]                         |       | [*]                             |       | [*]                         |
| MCSA Migrations - 36            |       | [*]                         |       | [*]                             |       | [*]                         |
| WLNP – 518 (formerly 727)  |       | [*]                         |       | [*]                             |       | [*]                         |
| SunCom Business Care – 450 |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |
|                            |       | [*]                         |       | [*]                             |       | [*]                         |

 
| **Line Of  Business (LOB)**        | ** ** | **%  Offered to  Forecast** | ** ** | **Price  Per  Minute   (PPM)**** | ** ** | **Holiday/Overtime    PPM**** |
|------------------------------------|------------|-----------------------------|------------|----------------------------------|------------|-------------------------------|
|                               |       | [*]                         |       | [*]                              |       | [*]                           |
| WLNP  Spanish - 285 (formerly 747) |       | [*]                         |       | [*]                              |       | [*]                           |
|                               |       | [*]                         |       | [*]                              |       | [*]                           |
|                               |       | [*]                         |       | [*]                              |       | [*]                           |
|                               |       | [*]                         |       | [*]                              |       | [*]                           |
|                               |       | [*]                         |       | [*]                              |       | [*]                           |
|                               |       | [*]                         |       | [*]                              |       | [*]                           |
|                               |       | [*]                         |       | [*]                              |       | [*]                           |
|                               |       | [*]                         |       | [*]                              |       | [*]                           |
|                               |       | [*]                         |       | [*]                              |       | [*]                           |
|                               |       | [*]                         |       | [*]                              |       | [*]                           |
|                               |       | [*]                         |       | [*]                              |       | [*]                           |
|                               |       | [*]                         |       | [*]                              |       | [*]                           |
|                               |       | [*]                         |       | [*]                              |       | [*]                           |
|                               |       | [*]                         |       | [*]                              |       | [*]                           |
|                               |       | [*]                         |       | [*]                              |       | [*]                           |
|                               |       | [*]                         |       | [*]                              |       | [*]                           |
|                               |       | [*]                         |       | [*]                              |       | [*]                           |

 

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|                                 |   | [*]    |   | [*]    |   | [*]    |
|--------------------------------------|--------|--------|--------|--------|--------|--------|
|                                 |   | [*]    |   | [*]    |   | [*]    |
|                                 |   | [*]    |   | [*]    |   | [*]    |
|                                 |   | [*]    |   | [*]    |   | [*]    |
|                                 |   | [*]    |   | [*]    |   | [*]    |
|                                 |   | [*]    |   | [*]    |   | [*]    |
|                                 |   | [*]    |   | [*]    |   | [*]    |
|                                 |   | [*]    |   | [*]    |   | [*]    |
|                                 |   | [*]    |   | [*]    |   | [*]    |
|                                 |   | [*]    |   | [*]    |   | [*]    |
|                                 |   | [*]    |   | [*]    |   | [*]    |
|                                 |   |   |   |   |   |   |
| **Base Price Per Minute (PPM) Rate** |   |   |   | [*]    |   |   |

 
| **Line Of Business (LOB)** | ** ** | **Location**                        | ** ** | **Price Per  Hour (PPH)** | ** ** | **Holiday/Overtime  PPH** |
|-------------------------------------------|------------|-------------------------------------|------------|-------------------------------------|------------|---------------------------|
| Activations  Offline                      |       | Kingston,  Ontario                  |       | [*]                                 |       | [*]                       |
|                                      |       |                                |       |                                |       |                      |
| Business  Care Offline                    |       | Kingston,  Ontario  Sarnia, Ontario |       | [*]                                 |       | [*]                       |
|                                      |       |                                |       |                                |       |                      |
| Gen  Care Offline Chat                    |       | Kingston,  Ontario                  |       | [*]                                 |       | [*]                       |
|                                      |       |                                |       |                                |       |                      |
| SIM-MSISDN  - 19                          |       | Kingston,  Ontario                  |       | [*]                                 |       | [*]                       |
|                                      |       |                                |       |                                |       |                      |
| Web  Correspondence                       |       | Kingston,  Ontario                  |       | [*]                                 |       | [*]                       |
|                                      |       |                                |       |                                |       |                      |
| WLNP  Casework                            |       | Kingston,  Ontario                  |       | [*]                                 |       | [*]                       |
|                                      |       |                                |       |                                |       |                      |
| Business  Care Offline Chat               |       | Sarnia, Ontario                     |       | [*]                                 |       | [*]                       |

 

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**NOTE:  Pricingcontingent upon meeting adjusted Service Level goal and 95% staffing level

 
| **Hourly Price Points**                                        | ** ** | **Price  Per Hour (PPH)** | ** ** |
|----------------------------------------------------------------|------------|---------------------------|------------|
| New Hire Training                                              |       | $                         | [*]        |   |
| Continuing Education Training                                  |       | $                         | [*]        |   |
| Conversion Training (80/40)                                    |       | $                         | [*]        |   |
| Conversion Training - Activations and Consumer  Credit (90/20) |       | $                         | [*]        |   |
| Data Input of Downtime Forms                                   |       | $                         | [*]        |   |
| Non-Standard Report Development                                |       | $                         | [*]        |   |

 

**5.             Amendment.**

 

Section 14.6 (One Call Resolution (OCR)) of theStandard Terms is hereby deleted in its entirety.

 

“[RESERVED]”

 

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**6.             Amendment.**

 

TheAHT KPI tables with the PFP Factors in Section B (KPI Penalties andBonuses: Pay for Performance Workbook) of Schedule 1 to Standard Terms andConditions are edited to include the additional LOBs as hereinafter setforth in Appendix A.

 

**7.****                                     ****Amendment****.**

 

Section C (Ramp Provisions) is hereby deleted in itsentirety.

 

**8.****                                     ****Amendment.**

 

Exhibit F (Training Device License Agreement) shall beadded to the Original Agreement in the form set forth as Appendix Battached hereto.

 

**9.****                                     ****Amendment.**

 

Attachment 1 to Exhibit C (“T-Mobile Customer CareSystem”) entitled “Required Internet Sites (URLs)” is hereby deleted andreplaced in its entirety as follows:

 

**“EXHIBIT C-1**

 

**REQUIRED INTERNET SITES (URLs)**

 

At least monthly T-Mobilewill electronically submit a list of URLs that supplement internal “Streamline”methods and procedures for addressing T-Mobile customer concerns.  Provider must provide and limit networkaccess to strictly these URLs, and ensure that such URLs are accessible on eachworkstation during training and production. T-Mobile may, in its sole discretion, change or update the list and theform of communication to Provider at any time.”

 

**10.**          The Handset and SIM License Agreementdated September 26, 2008 is hereby revoked in its entirety and issuperseded with Exhibit F.

 

**11.**          Except as modified or superseded bythis Amendment No. 2, all other terms and conditions of the OriginalAgreement shall remain in full force and effect, without modification, additionor deletion.

 

**12.**          Headings used in this Amendment No. 2are for reference purposes only and in no way define, limit, construe ordescribe the scope or extent of such section.

 

(THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK)

 

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**13.**          This Amendment No. 2 may beexecuted by the Parties hereto in any number of separate counterparts,including by facsimile or other electronic transmission, and all suchcounterparts taken together shall be deemed to constitute one and the sameinstrument.

 

INWITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 asof the Amendment Date above.

 

 
| **PROVIDER** | ** **      | **T-MOBILE USA,  INC.** |
|--------------|-----------------|-------------------------|
| ** **   | ** **      | ** **              |
|         |            |                    |   |   |
| By:          | /s/ A. L. Jones |                    | By: | Betty Jones |
|         |            |                    |   |   |
| Name:        | A. L. Jones     |                    | Name: | Betty Jones |
|         |            |                    |   |   |
| Title:       | CEO             |                    | Title: | Vice President, Customer Care |
|         |            |                    |   |   |
| Date Signed: | 6-23-09         |                    | Date Signed: | 6-16-09 |

 

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**APPENDIX A**

 

**AMENDED PFP FACTORS**

 

ThePFP Factors for the additional AHT tables as set forth in Section B(KPI Penalties and Bonuses: Pay for Performance Workbook) of Schedule 1 toStandard Terms and Conditions are as follows:

 

**Note:  pursuant to the terms and conditions setforth in the Agreement, the measurements below are subject to revision atT-Mobile’s sole discretion, by provision of written notice to theProvider.  If Quality PFP is in penalty,no bonus for AHT PFP can be achieved.

 

**AHT- 420Activations English (261)**

 
| **From** | ** ** | **To** | ** ** | **PFP  Factor** | ** ** |
|----------|------------|--------|------------|-----------------|------------|
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |

 

**AHT- 320Consumer Credit English (281)**

 
| **From** | ** ** | **To** | ** ** | **PFP  Factor** | ** ** |
|----------|------------|--------|------------|-----------------|------------|
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |

 

**AHT- 450MCSA Migrations (36)**

 
| **From** | ** ** | **To** | ** ** | **PFP  Factor** | ** ** |
|----------|------------|--------|------------|-----------------|------------|
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |

 

**AHT - 415WLNP English (518)WLNP Spanish (285)**

 
| **From** | ** ** | **To** | ** ** | **PFP  Factor** | ** ** |
|----------|------------|--------|------------|-----------------|------------|
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |

 

**AHT - 480Business Care (250)Business Care (251)**

 
| **From** | ** ** | **To** | ** ** | **PFP  Factor** | ** ** |
|----------|------------|--------|------------|-----------------|------------|
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |

 

**AHT - 340B2B Major Accounts(132)**

 
| **From** | ** ** | **To** | ** ** | **PFP  Factor** | ** ** |
|----------|------------|--------|------------|-----------------|------------|
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |
| [*]      |       | [*]    |       | [*]             |       |

 
| APPENDIX  A | T-Mobile USA Confidential |
|-------------|---------------------------|

 

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**APPENDIX B**

**EXHIBIT F**

**TRAINING DEVICE LICENSE AGREEMENT**

 
| APPENDIX B |   | T-Mobile  USA Confidential |
|------------|--------|----------------------------|

 

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**EXHIBIT F**

 

**T-MOBILE USA, INC.**

 

**TRAINING DEVICE LICENSE AGREEMENT**

 

License Effective Date: April 1,2009

 

This Training Device LicenseAgreement (this “***License Agreement***”) isentered into as of the License Effective Date above, by and between T-MobileUSA, Inc., with its primary business office at 12920 SE 38th Street, Bellevue, WA Washington 98006 (“***T-Mobile***”), and StarTek USA, Inc.,a corporation organized under Colorado, with a principal place of business at44 Cook Street, 4th Floor, Denver, Colorado 80206, USA (“***Provider***”).

 

For purposes of clarity, T-Mobile and/orProvider may be generally referred to herein individually as a “Party” orcollectively as the “Parties.”

 

**1.  ****Scope of Use. **Provider and T-Mobile currentlyhave entered into that certain Services Agreement — Call Center Services, datedOctober 1, 2007, and as amended by Amendment No. 1, dated February 24,2008 (the “***Services Agreement***”), for theprovision of certain customer care services to T-Mobile and T-Mobile’scustomers, the terms of which are incorporated by reference herein, *mutatis mutandis*. Capitalized terms used herein but notdefined shall have the meanings accorded to them in the ServicesAgreement.  In order to provide theServices under the Services Agreement, Provider will be delivered certainHandsets and SIMs (as respectively defined and identified below), for internaluse by Provider’s care representatives, to assist T-Mobile’s customers withhandset related issues, including, without limitation, operational handset useand handset troubleshooting.

 

**2.   TrainingDevices. **AtT-Mobile’s sole discretion,****T-Mobilemay furnish to Provider the handsets (“***Handsets***”),Subscriber Identity Modules (“***SIMs***”),and/or wireless routers (***“Routers”***)as may be required for offshore sites (collectively ***“TrainingDevices”***), for the sole use in the training environment. TheTraining devices shall be identified inthe training device inventory (“Training Device Inventory”) for the applicableSites mentioned therein and will be updated from time-to-time.

 

**3.   Training DeviceInventory. **At least quarterly T-Mobile will electronically submit a clean TrainingDevice Inventory to Provider for the purpose of obtaining all training deviceinformation that currently is in Provider’s possession.  The Training Device Inventory will need to bepopulated with make/model, serial numbers, IMEI numbers, SIM/MSISDN numbers, andall other information as outlined in the Training Device Inventory.  Provider assumes full responsibility for theTraining devices and for the accuracy of the devices reflected in the TrainingDevice Inventory.  Provider will fullycomplete the Training Device Inventory and submit electronically to T-Mobilewithin two (2) weeks after receipt. All exceptions will be submitted to Provider forreconciliation/verification to be resolved within two (2) weeks of receiptof exceptions report.  Provider will becharged for all unaccounted Training Devices. T-Mobile, in its sole discretion, reserves the right to disable any SIMfor any or no reason.

 
| EXHIBIT F |   | T-Mobile USA Confidential |
|-----------|--------|---------------------------|

 

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**4.   Handsets and SIMsLicense. **T-Mobile hereby grants toProvider a revocable, non-exclusive, non-transferable, royalty-free, limiteduse license to use the Handsets and SIMs solely for use in support of theServices set forth in the Services Agreement. Notwithstanding anything to thecontrary contained herein or in the Services Agreement, the license grant underthis Section 3 will immediately terminate upon the termination orexpiration of this License Agreement.

 

**5. Offshore Wireless Router and Internet Requirements:**  If applicable and upon T-Mobile’s approval,Routers may be required for the sole use of meeting training curriculumrequirements in offshore locations. TheRouters must be placed outside of Provider’s perimeter protection devices, suchas a firewall.  Internal systems must notbe allowed to connect to the Router’s Wi-Fi network.  Provider will nottransmit through the Router device any information of a sensitive nature toinclude, but not limited to, all T-Mobile or third-party Confidential data,Personally Identifiable Information (PII), or other sensitive information whichrequires a measurable degree of protection. Provider may purchase, up toone-hundred dollars ($100.00 USD), a Router for each training classroom or asmutually agreed upon and will submit the invoices to T-Mobile forreimbursement.  Each Router must beitemized in the Training Device Inventory. At Provider’s expense, a broadband connection obtained through an ISP isrequired to fulfill certain training curriculum in offshore locations.  Provider will set up Internetconnection in such a way as to ensure security of the T-Mobile network.

 

**6.   Termand Termination. **This License Agreementwill commence on the License Effective Date above and will terminate on theearlier of the (i) termination of the Services Agreement, or (ii) terminationby T-Mobile upon twenty-four (24) hours notice. All provisions of this License Agreementthat by their terms should survive termination or expiration of this License Agreementwill so survive.

 

**7.   Return and Certification. **Upon expiration ortermination of this License Agreement, Provider shall immediately (i) returnall T-Mobile designated Training Devices to T-Mobile via overnight shipping, aspreapproved by T-Mobile or T-Mobile’s authorized representative, and (ii) certifyto T-Mobile in writing that such Training Devices have been returned in anacceptable condition, excluding normal wear and tear.

 

**8.   ConfidentialInformation; Personal Data**.  The Parties have entered into certain mutualnondisclosure and confidentiality provisions, as set forth in the ServicesAgreement, to protect each Party’s Confidential Information and proprietaryinformation from unauthorized disclosure by the other Party. Without limitationto the foregoing or the mutual nondisclosure and confidentiality provisionscontained in the Services Agreement, Provider acknowledges and agrees that theTraining Devices, including, without limitation, any and all informationrelated to the Training Devices, will be treated as T-Mobile ConfidentialInformation. Except as may be provided in the scripts necessary for theprovision of the Services, Provider will not disclose any ConfidentialInformation or proprietary information relating to the Handsets, SIMs, or othertraining equipment to any third party without the prior written consent ofT-Mobile.

 

**9.   Warranty Disclaimer**. EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY APPLICABLE LAW, T-MOBILEMAKES NO REPRESENTATIONS, WARRANTIES OR 

 

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CONDITIONS, EXPRESSOR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE HANDSETS, SIMs, AND/OR OTHERTRAINING EQUIPMENT, WHETHER ALLEGED TOARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSEOF DEALING OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANYREPRESENTATIONS, WARRANTIES OR CONDITIONS AS TO (I) NON-INFRINGEMENT, (II) MERCHANTABILITY,OR (III) FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE OR USE. WITHOUTLIMITING THE GENERALITY OF THE FOREGOING, T-MOBILE DOES NOT REPRESENT, WARRANTOR CONDITION THAT THE OPERATION OF THE HANDSETS, SIMs, AND/OR OTHER TRAININGEQUIPMENT WILL BE UNINTERRUPTED, BUG FREE OR ERROR FREE. **EXCEPT FORTHE WARRANTIES PROVIDED BY THE APPLICABLE MANUFACTURER(S) OF THE TRAININGDEVICES, THE TRAINING DEVICESARE PROVIDED “AS IS.”** PROVIDER ACKNOWLEDGES THAT IT RELIES ON NO REPRESENTATIONS, WARRANTIESOR CONDITIONS, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN OR IN THE SERVICESAGREEMENT.  TO THE EXTENT AN IMPLIEDWARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE TERMOF THIS LICENSE AGREEMENT.  THISDISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXPRESS WARRANTY SET FORTH INTHIS SECTION 9 FAILS OF ITS ESSENTIAL PURPOSE OR USE.

 

TOTHE EXTENT PERMITTED BY APPLICABLE LAW, (A) IN NO EVENT WILL T-MOBILE BE LIABLEFOR COST OF COVER OR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGESHEREUNDER  (INCLUDING WITHOUT LIMITATIONANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSSOF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR ANYHANDSETS, SIMs, OR OTHER TRAINING EQUIPMENT PROVIDED HEREUNDER, EVEN IFT-MOBILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCHDAMAGES ARE REASONABLY FORESEEABLE.

 

**10. ****Ownership ofDeliverables. **All Training Devices identified hereinand all right, title and interest therein (including, but not limited to,associated copyright, trademark, patent and other intellectual propertyrights), are and will remain, as between the Parties, the sole and exclusive propertyof T-Mobile.

 

**11.  Ownership ofTraining Usage and Expenses. **All SIMs will be assigned a rate plandesignated in Provider’s name which will be set up exclusively for trainingpurposes as per the training curriculum. As defined by the training curriculum, and upon completion of eachgraduating training class, Provider may be permitted to invoice T-Mobile up tothe allowable training usage per graduating FTE, as described in Schedule F.  Provider will submit an electronic statementof Provider’s rate plan invoice covering the dates of such training class, asappropriate.  Summary of the rate planbelow reflects usage and charges and is subject to and/or termination byT-Mobile, in its sole discretion, at any time.

 

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**Rate Plan Highlights:**

 
| **Recurring Charge*** | ** ** | **Included Buckets*** | ** ** | **Additional Charges*** | ** ** |
|-----------------------|------------|-----------------------|------------|-------------------------|------------|
| $[*] per month        |       |                  |       | ** **              |       |
| ** **            |       |                  |       |                    |       |
| **Rate Plan SOC**     |       | [*]                   |       | [*]                     |       |
| SRVPARTRP             |       |                  |       |                    |       |

 

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*Subjectto change by T-Mobile, in its sole discretion, at any time.

 

**Included & Optional Features**

 
| **SOC*** | ** ** | **Cost*** | ** ** | **Description***   | ** ** |
|----------|------------|-----------|------------|--------------------|------------|
| SVPARTBB |       | [*]       |       | BlackBerry         |       |
| SVPARTG1 |       | [*]       |       | G1 Data Feature    |       |
| SVPUTINT |       | [*]       |       | Unlimited Internet |       |
| SVPARTSK |       | [*]       |       | Sidekick           |       |
| SVPVPN   |       | [*]       |       | VPN Internet       |       |
| HTSPTST  |       | [*]       |       | HotSpot test       |       |

 

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*Subjectto change by T-Mobile, in its sole discretion, at any time.

 

**12.  Risk of Loss or Damage. **Provider shall be solely responsible for allrisk of loss and damage to the Training Devices, including, without limitation,for any loss, destruction, theft and/or damage, up and to the replacement valueincurred by T-Mobile, including any and all shipping fees.  Provider shall be liable to T-Mobile for allfees, penalties and/or other monies owed, in T-Mobile’s sole discretion, as aresult of any loss, destruction, theft, misappropriation, fraud, and/or damageto the Training Devices.  Withoutlimitation to the foregoing or anything contained in this License Agreement,Provider shall be solely responsible for any and all acts, omissions and/or willfulmisconduct of Provider’s employees, subcontractors, agents and/or independentcontractors.

 

**13.  Miscellaneous**.  This License Agreement and the ServicesAgreement constitute the entire agreement of the Parties with respect to thesubject matter hereof and they supersede all prior or contemporaneousnegotiations, documents and agreements with respect to such subjectmatter.  No amendment, modification orwaiver of this License Agreement will be valid unless set forth in a writingsigned by the Parties.  This License Agreementwill inure to the benefit of the Parties and their successors-in-interest andpermitted assigns.  If any provision ofthis License Agreement is held by a court of competent jurisdiction to beillegal, invalid, or unenforceable, the remaining provisions shall remain infull force and effect.  A Party mayassign this License Agreement to any company controlling, controlled by orunder common control with such Party or in connection with a merger,reorganization or sale of all or substantially all of such Party’s capital stockor assets, provided that Provider must obtain T-

 

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Mobile’s priorwritten consent to any such assignment. This License Agreement will be governed by the laws of the state ofWashington, without reference to its choice of law principles.  The application of the United NationsConvention on Contracts for the International Sale of Goods is herebyexcluded.  Each Party hereby irrevocablysubmits to the personal and exclusive jurisdiction and venue of the courtslocated in the state of Washington in any action arising out of or inconnection with this License Agreement.

 

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**SCHEDULE F**

**REIMBURSABLE TRAINING USAGE AMOUNTS**

 

Onlyfor those LOBs described below, amounts reflect normal usage required bytraining curriculum for each graduating FTE and is subject to change inT-Mobile’s sole discretion.

** **
| **Training   Type** | ** ** | **Start   LOB**    | ** ** | **Start Skill** | ** ** | **End LOB**                               | ** ** | **End Skill** | ** ** | **Handset Usage (per   Graduating FTE)*** | ** ** |
|---------------------|------------|--------------------|------------|-----------------|------------|-------------------------------------------|------------|---------------|------------|-------------------------------------------|------------|
| New Hire            |       | Tech Care - Tier 2 |       | [*]             |       | Tech Care - Tier 2                        |       | [*]           |       | $                                         | [*]        |   |
| Conversion          |       | Tech Care - Tier 1 |       | [*]             |       | Tech Care - Tier 2   / DDC & PDA |       | [*]           |       | $                                         | [*]        |   |

 

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*Subjectto change by T-Mobile, in its sole discretion, at any time.

 

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