**EXHIBIT 10.52**

** **

This Work OrderGAMSA-STAR081106-00.S.001 (“WO”) is issued pursuant to the Master ServicesAgreement No. GAMSA-STAR081106-00 dated October 1, 2006 (“Agreement”)between AT&T Mobility LLC f/k/a Cingular Wireless LLC (“AT&T Mobility”)and StarTek USA Inc. (“Supplier”) and the Agreement is incorporated byreference herein.  Capitalized terms usedin this Work Order not otherwise defined herein shall have the definitionsspecified in the Agreement.  If the WorkOrder conflicts with the terms and conditions of the Agreement, the terms andconditions of the Agreement shall control unless set forth in the “SpecialConsiderations” section of this Work Order in which case the WO shall governand control.

 

AT&T Mobility herebyauthorizes Supplier to perform the following Services:

 

**1****              SCOPE OF WORK**

 

1.1           Supplier consumercustomer services representatives (“CSRs”) shall take and handle inboundcustomer care inquiries by program (“Program”) for the [*] call center as setforth in Exhibit C in accordance withthe AT&T Mobility hours of operation set forth in Section 1.2 subjectto applicable laws at the rates setforth 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 Siteas set forth in Exhibit C attached hereto, shall be subject to Exhibit 5of the Agreement.

 

1.2           Services shall beperformed Monday through Sunday, not including Holidays as set forth in Exhibit B**,** at the hours of operations (“Hours of Operation”) setforth in Exhibit D by site (“Site”):

 

Hours of Operation may be amended from time to time as set forth in Exhibit 5of the Agreement.  AT&T Mobilityreserves the right to modify (decrease or increase) Services Hours of Operationupon [*]([*]) calendar days written notice to Supplier.  AT&T Mobility agrees to utilize theChange in Scope procedures to effect this change.

 

**2.****             PRIMARY CONTACT INFORMATION**

 

2.1           The individuals listed in the table below will serveas primary contact for the Program.  Anychanges will be done in accordance with Exhibit 5 of the Agreement.

 
| **AT&T Mobility Contacts** | ** ** | **Supplier Contact(s)** |
|--------------------------------|------------|-------------------------|
| Name: [*]                      | ** ** | Name: [*]               |
| Address: [*]                   | ** ** | Address: [*]            |
| Phone: [*]                     | ** ** | Phone: [*]              |
| Cell: [*]                      | ** ** | Cell: [*]               |
| E-mail: [*]                    | ** ** | E-mail: [*]             |

** **

**3.**     TERM

** **

3.1           The Term of this WorkOrder shall commence on October 1, 2008 (“Effective Date”), and shallcontinue until midnight on April 28, 2010 (the “Initial Term).  The Work Order may be terminated as allowedin the Agreement or in this Work Order.

 

**4.**     SERVICE SPECIFICATIONS AND REQUIREMENTS

** **

4.1           The deliverables to bedelivered by Supplier to AT&T Mobility pursuant to this Work Order arelisted in Exhibit A “Deliverables Matrix” (the “Deliverables”).

 

**5.****     AT&T MOBILITY SYSTEMS USEAND DOWNTIME**

 

5.1           Should AT&TMobility systems become unavailable to Supplier, Supplier will follow thenotification instructions contained in AT&T Mobility’s Downtime Policy asprovided by AT&T Mobility.  Supplierwill utilize downtime forms to capture call information on the AT&TMobility-provided downtime forms and will input into AT&T Mobility systemsas soon as reasonably possible after restoration of the impacted systems.  AT&T Mobility shall pay the applicableBillable Hour rate for this function. Supplier shall be excused from Performance Standards for the duration ofthe system outage.

 

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5.2           Ifthe 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 incurredfor the amount of time affected. Supplier shall be excused from Performance Standards for the duration ofthe outage.

 

5.3           The AT&T Mobilitysystem will be completely down during certain after-hour times and otherscheduled times throughout the year for maintenance.  When practical, AT&T Mobility will adviseSupplier of the scheduled maintenance at least [*] ([*]) [*] prior to the timesand dates that the systems will not be available due to maintenance.

 

5.4           Notwithstanding theforegoing, in the event of a Supplier system/telecommunications outage,Supplier will utilize CSRs’ [*] for offline work and training for the durationof the outage.  AT&T Mobility shallnot be charged for [*] for the duration of a Supplier system outage.

 

5.5           Supplier shall advisethe AT&T Mobility Contact and/or Vendor Manager when any AT&TMobility-provided system is down for more than [*].  Supplier shall provide an escalation planwith mitigating action in the event of systems disruption to be approved byAT&T Mobility by Services launch.

 

5.6           Supplierwill continue to provide the Services under this Work Order if AT&TMobility relocates its operations to an interim or substitute facility orotherwise implements any of its internal disaster recovery plans.

 

5.7           Failure tocomply materially with this Section constitutes a material breach of theAgreement.

 

**6.****     PERFORMANCE STANDARDS:**

 

6.1           AT&T Mobility andSupplier have developed the standards set forth in this Work Order,(hereinafter “Performance Standards”) to ensure the delivery of high quality,efficient customer service.  Effectiveupon signature of this Work Order by both parties (“Execution Date”),Performance Standard measurements for Sites existing on the Execution Dateshall begin the month following the Execution Date, or for the PerformanceStandards related to First Call Resolution and Total Resolved, the next full orprorated per complete months remaining, as the case may be, calendarquarter.  Performance Standards for Sitesopening after the Execution Date shall be applicable to Services performed froma particular Site/Program [*] ([*]) [*] after Site opening, or as outlined inthe Performance Measurements attached hereto as Exhibit E.  Furthermore, anytime a particularSite/Program increases by more than [*] percent ([*]%) over a [*] ([*]) [*]period (measured by the [*]-Day Lock FTE), Performance Standards shall notapply with respect to such Site/Program until [*] ([*]) [*] after theincremental Site/Program staff has been in Production handling customercalls.  Before the application of any ofthe Performance Standards, the parties agree to meet and discuss in good faithchanges to the Performance Standards set forth and the relevant AT&TMobility invoice credits and Supplier earned debits or bonuses with respect tosuch Performance Standards based on performance prior to such PerformanceStandards taking effect. Performance Standards hereunder shall be measured byProgram at each Site and shall exclude [*]as set forth herein this WorkOrder.  Any invoice credits owed ordebits earned by Supplier shall only apply to the Services invoiced for theparticular Site/Program subject to Section 1.1 herein for which it wasmeasured and shall be assessed to Customer Service Experience (“CSE”) ProgramBillable Hours in Production only.  Anyinvoice debits earned by Supplier will be used to offset AT&T Mobilityinvoice credits only, except for Section 6.3.3 Occupancy which may earn atrue debit.  Notwithstanding theforegoing, Supplier may earn a Bonus subject to Sections 6.3.1 and 6.3.2.  AT&T Mobility invoice credits, Supplierearned debits to AT&T Mobility invoice credits, and bonuses will becalculated as set forth in Section 6.3 and shall be applied on a quarterlybasis.

 

6.2           Call Volume Forecasting/ Staffing.  Each month on a bySite/Program basis, AT&T Mobility shall provide Supplier [*]([*]) writtenforecasts to be used by Supplier as a guide for recruitment, planning andstaffing activities.  The [*] ([*])written forecasts are as follows:

 

1.  [*] Day Outlook Forecast withthe required number of Full Time Equivalents (“FTEs”) by Site/Program forrecruitment purposes

 

2.  [*] Day Locked Forecast withthe estimated daily number of calls by Site/Program for planning purposes aswell as forecasted modification training for the applicable month (“[*] DayLock”)

 

**PRIVATE/PROPRIETARY/LOCK**

 

The information containedin this Agreement is not for use or disclosure outside AT&T, Supplier,their affiliated companies and their third party representatives, except underwritten Agreement by the contracting Parties.

 

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3.   [*] Day Forecast with daily call arrival patterns bySite/Program

 

Supplier shall provide FTE staffing pursuant to the mutually agreedupon []* Day Lock based upon the [*] Day Outlook Forecast, which will includean assumption of the current training and nesting requirements set forth in Exhibit D.  Notwithstanding the foregoing, in the eventthat AT&T Mobility requests training to extend beyond the currentrequirements set forth in Exhibit D, the parties shall address the changesubject to Exhibit 5 of the Agreement.

 

The mutually agreed upon [*] Day Lock represents a commitment byAT&T Mobility and Supplier with respect to staffing levels.  Once the [*] Day Lock is agreed to, AT&TMobility agrees to compensate Supplier for the Billable Hours incurred for theapplicable month, and it is Supplier’ responsibility to staff to the [*] Day Lockas mutually agreed upon.  In cases whereSupplier has duplicate Programs across Sites, AT&T Mobility and Suppliershall mutually agree upon volume changes at a Site level as long as the [*] DayLock remains unchanged.  In the eventthat actual volumes are less than the [*] Day Lock, Supplier will usereasonable best efforts to ensure productive utilization of CSRs by offeringvoluntary go home (“VGH”), internal training, etc.

 

Each [*] Day Forecast will be prepared on a Site/Program basis in [*]([*]) [*] intervals and will include estimated call volumes, estimated averagehandle times, estimated shrinkage percentages and, when available, any otherinformation which would be relevant for Supplier in providing the Services.

 

Both AT&T Mobility and Supplier will need to agree upon the volumeforecasts and related staffing when the [*] Day Lock represents [*]% changefrom the previous [*] Day Outlook Forecast, as it may require additional newhire training.  The parties shallmutually agree upon adjusted staffing for the modified forecast volumespursuant to Exhibit 5 of the Agreement. Notwithstanding the foregoing, in the event a Site requires a reductionof more than [*] ([*]) CSRs , Supplier shall have [*] ([*]) days from receiptof written notice, or the minimum number of days required to maintaincompliance with the laws applicable in the affected Site’s location, to complywith the AT&T Mobility provided forecast.

 

a)             The Performance Standards outlined inthis Work Order may be changed by AT&T Mobility upon [*] ([*]) days writtennotice to Supplier per the procedure outlined in Exhibit 5, ManagementProcedures for Change in Scope of the Agreement.

 

b)            Notwithstanding the foregoing PerformanceMetrics and/or AT&T Mobility invoice credits under this WO or the Agreementshall be waived to the extent they are attributable to a failure caused byAT&T Mobility or if actual call volume for the Program exceeds or is lessthan the [*] Day Lock for such Site/Program by more than [*] percent ([*]%) oras otherwise set forth in this Work Order or the Agreement.

 

c)             Material failure to meet the samePerformance Standards at the same Site/Program for [*] ([*]) consecutive monthsshall be considered a material default.

 

d)            Supplier shall provideat least [*] percent ([*]%) of the staffing pursuant to the [*] Day Lock and inany case shall use reasonable efforts to achieve [*] percent ([*]%) of thestaffing pursuant to the [*] Day Lock, and AT&T Mobility shall provide atleast [*] percent ([*]%) of the Billable Hours pursuant to the [*] DayLock.  If Supplier fails to staff atleast [*] percent ([*]%) of the [*] Day Lock and the shortage materiallyimpacts AT&T Mobility’s ability to provide services to its customers, Supplier’sfailure will be considered a material default. At the request of AT&T Mobility, Supplier will provide a correctiveaction plan for such breach.

 

e)             Supplier shall beexcused from Performance Metrics and/or AT&T Mobility invoice credits underthis SOW in the event the parties determine that the components and/orassumptions used to determine the [*] Day Lock are inaccurate resulting inSupplier failing to meet Performance Metrics. The parties will mutually agree upon which component and/or assumptionis inaccurate, will correct and re-run current and future forecasts utilizingthe corrected components and/or assumptions. Variable assumptions and/or components include, but shall not be limitedto:  [*].

 

6.3           PerformanceMetrics:  The following PerformanceMetrics shall be measured on a Site basis and shall apply to the CustomerService Experience (“CSE”) program only, and shall be subject to materialdefault and the applicable AT&T Mobility invoice credit, Supplier earneddebit to AT&T Mobility’s invoice credit, or Bonus set forth herein.  Notwithstanding the foregoing, AT&TMobility may request that additional Programs be subject to the PerformanceMetrics and subject to Exhibit 5 of the Agreement.

 

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6.3.1        First Call ResolutionRate (“FCR”): FCR will be measured quarterly by Site by the [*]and [*]which shall be considered one (1) Program for the purposes of FCR stackranking and shall be ranked against Like Sites’ national average, contingentupon a sample size of at least [*]([*]) per Site.  Sample sizes of less than [*]([*]) shall beexcluded from the quarterly measurement. AT&T Mobility or AT&T Mobility vendor sites with samples sitesof less than [*]([*]) shall not be included in the stack ranking.  FCR shall be waived in the event Supplier’results are within the top [*]percent ([*]%) of stacked ranking measured byregion, regardless if Supplier results fall within the third or fourth quartilewhen measured against the national average for overall Like Sites.

 

**Example:**

 
| **Assumptions:**                                                        | ** ** | ** ** |
|-------------------------------------------------------------------------|------------|------------|
| Overall Like Sites  national average results:                           |       | [*]%       |
| Results  for top fifty percent ([*]%) of Like Sites measured by region: |       | [*]%-[*]%  |
| Supplier results:                                                       |       | [*]%       |

 

Supplier results withinthe top [*] percent ([*]%) of the results measured by region.  FCR Performance Standard and associatedAT&T Mobility invoice credit is waived.

 

AT&T Mobility invoicecredits and Supplier earned offset debits will be applied at the end of thequarter, by Site/Program pursuant to Exhibit E. New sites will be measured[*]after the first call received in Production. Converted sites (sites subject to Conversion training as described in Exhibit Bherein) will be measured [*] after the first call received in Production. TheAT&T Mobility invoice credits and Supplier earned offset debits will beapplied in the following fashion based on FCR scores:

 
| [*]% to [*]% of Like  sites     |   | [*]% AT&T Mobility  invoice credit |
|---------------------------------|--------|----------------------------------------|
| >[*]% to [*]% of  Like Sites |   | [*]% AT&T Mobility  invoice credit |
| >[*]% to [*]% of  Like Sites |   | [*]% Supplier earned  offset debit     |
| >[*]% to [*]% of  Like Sites |   | [*]% Supplier earned  offset debit     |

 

Not toexceed [*]% AT&T Mobility invoice credit

 

A [*]([*]%) bonus mayapply on a per Site basis if the FCR stretch target is achieved in any quarter(“Bonus”).  The stretch target for FirstCall Resolution is [*]percent ([*]%) or better. The Bonus shall be calculated as follows:  1) The quarterly invoice credit(s) /debit(s) shallbe calculated (“Offset Result”), then (2) the Bonus shall be applied tothe Offset Result.

 

6.3.2        Total Resolved (“TR”):will be measured [*]by Site by the [*] and [*] which shall be considered one (1) Programfor the purposes of TR stack ranking and ranked against Like Sites’ nationalaverage, contingent upon a sample size of at least [*]([*]) per Site.  Sample sizes of less than [*]([*]) shall beexcluded from the [*]measurement.  TRshall be waived in the event Supplier’ results are within the top [*]percent([*]%) of stacked ranking measured by region, regardless if Supplier resultsfall within the [*] or [*] quartile when measured against the national averagefor overall Like Sites.

 

**Example:**

 
| **Assumptions:**                                                      |   |      |
|-----------------------------------------------------------------------|--------|-----------|
| Overall Like Sites  national average results:                         |   | [*]%      |
| Results  for top [*] percent ([*]%) of Like Sites measured by region: |   | [*]%-[*]% |
| Supplier results:                                                     |   | [*]%      |

 

Supplier results withinthe top [*] percent ([*]%) of the results measured by region.  TR Performance Standard and associatedAT&T Mobility invoice credit is [*]. AT&T Mobility invoice credits andSupplier earned offset debits will be applied at the [*], by Site/Programpursuant to Exhibit E. New sites will be measured [*] after the first callreceived in Production. Converted sites (Sites subject to Conversion trainingas described in Exhibit B herein) will be measured [*] after the firstcall received in Production.  TheAT&T Mobility invoice credits and Supplier earned offset debits will beapplied in the following fashion based on Total Resolved scores:

 

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| [*]% to [*]% of Like  Sites     |   | [*]% AT&T Mobility  invoice credit |
|---------------------------------|--------|----------------------------------------|
| >[*]% to [*]% of  Like Sites |   | [*]% AT&T Mobility  invoice credit |
| >[*]% to [*]% of  Like Sites |   | [*]% Supplier earned  offset debit     |
| >[*]% to [*]% of  Like Sites |   | [*] % Supplier earned  offset debit    |

 

Not to exceed [*]%AT&T Mobility invoice credit.

 

A [*]percent ([*]%) bonusmay apply on a per Site basis if the FCR and TR stretch targets are achieved inany [*](“Bonus”).  The stretch target forTotal Resolved is [*]percent ([*]%) or better. The Bonus shall be calculated as follows:  1) The quarterly invoice credit(s) /debit(s) shallbe calculated (“Offset Result”), then (2) the Bonus shall be applied tothe Offset Result.

 

6.3.3        Occupancy Rate Targetof [*]%: The Occupancy Rate will be measured monthly, and shall becalculated by[*]. The Occupancy Performance Standard and associated AT&TMobility invoice credit will be [*]in the event that the actual call volume isless****than [*]percent ([*]%) of the [*] DayLock.  Any individual days where theactual call volumes are less than the [*] Day Forecast by [*] percent ([*]%) ormore and the Occupancy target is missed will be [*] the monthly calculation ofOccupancy.  The AT&T Mobility invoicecredits and Supplier earned debits will be applied in the following fashionbased on Occupancy Rate scores:

 
| below [*] %  |   | [*]% AT&T Mobility  invoice credit |
|--------------|--------|----------------------------------------|
| [*]% to [*]% |   | [*]% Supplier earned  debit            |
| above [*]%   |   | [*]% Supplier earned  debit            |

 

Notwithstanding theforegoing, Supplier may only earn a debit for Occupancy if it is staffed to atleast [*] percent ([*]%) of the full time equivalents (“FTEs”) mutually agreedupon in the [*] Day Lock.  An FTE isdefined by [*] ([*]) worked hours.

 

6.3.4        Productivity: Themeasurement for productivity will be measured monthly and shall be calculatedas follows:  [*]. The ProductivityPerformance Standard and associated AT&T Mobility invoice credit will be[*]if voluntary go home time associated with low volumes drives lowerproductivity. Converted sites (sites subject to Conversion training asdescribed in Exhibit B herein) will be measured three [*] after the firstcall received in Production, The AT&T Mobility invoice credits will beapplied in the following fashion based on Productivity scores:

 
| below [-]% |   | [*]%  AT&T Mobility invoice credit |
|------------|--------|---------------------------------------------|

 

6.3.5        Call Transfer Rate forCSE Sites/Program only: AT&T Mobility and Supplier shall mutually agreeupon a target for the CSE Call Transfer Rate within [*] of the ExecutionDate.  Until such time, Supplier will usecommercially reasonable efforts to meet an operation target of [*] percent([*]%) (“Operational Target”). The Operational Target for the Call TransferRate shall not in any way be used to determine a material breach on the part ofSupplier.  Change management proceduresset forth in Exhibit 5 of the Agreement will be invoked for processchanges 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 beprovided by AT&T Mobility as part of the [*]Day Lock and shall be measured[*] as it applies to material breach. The AHT Performance Standard will be waived if the actual Call Volume isgreater than [*] percent ([*]%) over the target provided in the [*] Day Lock orif the average of other Like Sites is [*]([*]) or greater.  The AHT target provided in the [*] Day Lockwill be subject to material breach, however, will not be subject to credits ordebits.  Converted sites (sites subjectto Conversion training as described in Exhibit B herein) will be measured[*]after the first call received in Production,

 

With respect to creditsand debits, AT&T Mobility may receive the invoice credit set forth hereinin the event the monthly AHT measurement is [*]([*]) or greater.  Change management procedures set forth in Exhibit 5of the Agreement will be invoked if AHT targets need to change.

 

The AT&T Mobilityinvoice credits will be applied in the following fashion:

 
| above [*] |   | [*]% AT&T Mobility  invoice credit |
|-----------|--------|----------------------------------------|

 

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6.3.7        Short Call Rate:Shall mean calls that are less than [*]in length.  The goal is not to exceed [*]% and shall bemeasured[*].  Converted sites (Sitessubject to Conversion training as described in Exhibit B herein) will bemeasured [*]after the first call received in Production. Change in proceduresshall be subject to Exhibit 5 of the Agreement.

 

**7.****             Cap:**

 

The resulting Supplierearned debits and AT&T Mobility invoice credits for the applicablePerformance Standard measurement set forth herein Section 6 will only beapplied to the applicable Site’s Program Billable Hours billed.  The total AT&T Mobility invoice creditfor all Performance Standards in aggregate in any month cannot exceed a maximumof [*]percent ([*]%) per Site invoice. The total invoice debits to AT&T Mobility’s invoice credit for allPerformance Standards in aggregate in any month cannot exceed a maximum of a[*]percent ([*]%) per Site invoice. Notwithstanding the foregoing, Supplier may earn an additional [*]percent([*]%) Bonus per quarter upon attainment of FCR and TR stretch targets.

 

**8.****             Performance MetricsWaivers**

 

8.1   Inaddition to any other waivers set forth herein this Work Order, Supplier shallbe excused for failures to meet any Performance Metric and shall not be inbreach 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 applicationsand/or system application services to or for AT&T Mobility (includingcarriers) (a and b collectively referred to as “AT&T Mobility/ServiceProvider”) including without limitation acts or omissions of AT&TMobility/Service Provider.

 

8.2   Notwithstandinganything to the contrary herein, in addition to waivers set forth herein thisWork Order, AT&T Mobility may choose to waive Performance Standards andapplicable penalties at its sole discretion. AT&T Mobility must invoke this option in writing within [*] of amissed Performance Metric.

 

**9.**             PRICE

** **

9.1           Services shall be compensated by AT&T Mobility toSupplier pursuant to the rates and charges detailed in Exhibit B which isattached hereto and fully incorporated herein by this reference.  Such rates and charges do not include allapplicable taxes.

 

**10.****          DISPUTE RESOLUTION**

 

Either party may give the other party written noticeof any dispute not resolved in the normal course of business.  The parties will attempt in good faith topromptly resolve any issue, dispute, or controversy arising out of or relatingto this Agreement promptly by negotiation between the managers set forthbelow.  Within [*]([*]) days afterdelivery of such notice, representatives of both parties will meet at amutually acceptable time and place, and thereafter as often as they reasonablydeem necessary, to exchange relevant information and to attempt to resolve thedispute within the time frames here:

 
|      |   | **AT&T Mobility Wireless** | ** ** | **Supplier**                                                     |
|-----------|--------|--------------------------------|------------|------------------------------------------------------------------|
|      |   |                           |       |                                                             |
| Within[*] |   | [*]. Dir. Customer Ops         |       | Regional VP                                                      |
|      |   |                           |       |                                                             |
| Within[*] |   | [*], Dir. Customer Ops         |       | Regional VP                                                      |
|      |   |                           |       |                                                             |
| Within[*] |   | [*], Exec Dir. Customer Svc    |       | Senior Vice President or Executive Vice President of  Operations |

** **

**If anydispute is not resolved in accordance with this process after[*], the partieswill escalate to the respective executive levels.  Both parties agree to continue performanceduring the negotiation period set forth in this section of the Work Order.**

** **

The individuals listed inthe table above will serve as primary contact for dispute resolution.  Any changes will be made in accordance with Exhibit 5of the Agreement.

 

**11.****  SPECIAL CONSIDERATIONS:**

 

11.1         The terms set forth belowshall be in addition to the terms set forth in the respective sections of theAgreement:

 

11.1.1     Supplier Responsibilities

 

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a.             Except as otherwise set forth in thisWork Order or the Agreement, Supplier will be responsible for supplying allSupplier personnel, facilities, technology subject to Section 50 ofAgreement, services and materials necessary to perform the Services inaccordance with the terms and conditions set forth in this Work Order.

 

b.             Supplier will provide the necessary, asof 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 thepoint of demarcation within Supplier’ data center(s) for voice and datacommunications.  The point of demarcationis the point where AT&T Mobility-owned circuits/equipment end andSupplier-owned circuits/equipment begin. AT&T Mobility will provide any intelligent call management (ICM) routingand screen-pop equipment as required; or, alternatively Supplier will provideICM and screen-pop equipment subject to Exhibit 5 of the Agreement.  Supplier’ PCs will reside on the Suppliernetwork and access AT&T Mobility’s systems via web, Citrix, or other thinclient connectivity.

 

c.             Supplier shall pay for the Supplierstandard, as of the Effective Date of this Work Order, voice and data networkfacilities. AT&T Mobility shall be responsible for other voice and datacharges, including delivering voice and data to Supplier’ data center hub(s),bandwidth exceeding Supplier’ standards in existence as of the Work OrderEffective Date, and any dedicated security equipment required by AT&TMobility.  In the event AT&T Mobilityutilizes VoATM to deliver calls to a Supplier hub, AT&T Mobility willprovide the Nortel Passport or equivalent device required in the Supplier hubto accept the VoATM traffic.  Supplieragrees to relinquish ownership at no cost to AT&T Mobility of any and alltoll-free numbers associated with the Program to AT&T Mobility or anotherparty specified by AT&T Mobility within [*]of AT&T Mobility’s request;provided that AT&T Mobility is current on all invoices.

 

11.1.2      Training

 

a.             Training costs shallbe billed as listed under Exhibit B.

 

b.             Initial new hiretraining:  Supplier agrees to provideinitial Program training to Supplier’ CSRs in accordance with AT&T Mobilityprovided Training Materials, and all retraining, ongoing soft-skills training,and customer service training at the rates set forth in Exhibit B, inorder to perform the Services described in this Work Order.  If mutually agreed between the partiessubject to Exhibit 5 of the Agreement, AT&T Mobility may provideAT&T Mobility trainers for initial train-the-trainer training programs.

 

c.             AT&T Mobility mayrequest to extend the duration of initial Program training subject to Exhibit 5of the Agreement.

 

11.1.3.     Quality Assessment

 

a.     Supplier will provide enoughQuality Assessment (“QA”) agents at the QA rate set forth in Exhibit B, toCSRs to meet the average number of observations monthly.  Each CSR is monitored an average of[*]evaluations per [*]by QA and Production staff/personnel collectively andother informal evaluations as agreed upon by the parties based upon individualCSR performance. Supervisors will use commercially reasonable efforts toprovide feedback within [*]if below goal and [*]if within or above goal.  Agents needing improvement will receiveadditional evaluations via various methods (side by side, additionalmonitoring, remote monitoring, double jacking, etc).  QA agents will shadow CSRs while on the callwithout the CSR being aware they are being monitored.  Calibration sessions between Supplier QAagents, Supplier supervisors and AT&T Mobility representatives will be heldweekly to ensure scoring and feedback to CSRs is consistent. If Supplier failsto monitor an average of [*]evaluations per [*]by QA and Productionstaff/personnel collectively as set forth above, Supplier will be advised ofsuch deficiencies and Supplier will have [*]to bring performance back toobjective’s standards.  AT&T Mobilityand Supplier may mutually agree to modify the standards upon written agreementsigned by both parties, in the event AHT increases by [*]percent (20%) from theprevious 

 

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month’s [*]-Day Commitment, AT&T Mobility andSupplier shall re-evaluate the QA staffing required to meet the obligations setforth herein

 

11.1.4      AT&T Mobility shall be responsible for and mustapprove scripts, order forms, and report formats to be used by Supplier forServices provided pursuant to this Work Order. If Supplier desires any changes whatsoever to the aforementionedscripts, forms or formats, then Supplier must obtain AT&T Mobility’s priorwritten approval of such changes.

 

11.1.5      Cancellation and Termination

 

a.     Upon expiration, a AT&TMobility Termination Without Cause or Supplier Cancellation For Cause (ifrequested by Supplier), of a Work Order, AT&T Mobility and Supplier agreeto honor the Full Call Volume Commitments during the notice period with a[*]ramp down period to follow, where AT&T Mobility will provide to Supplier[*]% / [*]% / [*]% of the Call Volume Commitment, respectively during the[*]ramp down. Call Volume Commitment is defined as the average monthly volumeover the preceding [*]prior to termination notification (but in no case lessthan any applicable minimum).  Anydifference between actual billings and the Call Volume Commitment shall bebilled to and payable by AT&T Mobility.

 

b.     In addition to all otherrights or remedies provided for in this Agreement or by law, either party mayimmediately cancel this Agreement if:  (1) theother party becomes insolvent or makes a general assignment for the benefit ofcreditors; (2) the other party admits in writing the inability to paydebts as they mature; (3) Any court appoints a trustee or receiver withrespect 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 bankruptcyor insolvency laws or laws relating to the relief of debtors, including theFederal Bankruptcy Act.

 

11.2         **“Occupancy”** is calculated by subtractingtotal idle (waiting to serve) time from total logged in time and dividing thedifference by total logged in time.

 

11.3         **“PayrollHour”**is defined as an hour for which a CSR is compensated bySupplier

 

11.4         **“Privacy Laws”** means Laws relating to dataprivacy, trans-border data flow or data protection.

 

11.5         **“Billable Hour”** The time between the time aCSR clocks into and clocks out of Supplier’s time keeping system for thepurpose of performing agreed upon work for AT&T Mobility.  This time shall include a maximum of [*]per[*] of pre-shift instructions per CSR unless otherwise directed by AT&TMobility.  The Billable Hour include [*] minutes for breaks but does notinclude lunches, sick time, vacations, or Supplier sponsored events such asnon-AT&T Mobility focus groups and non-AT&T Mobility development.  Actual time in a Billable Hour for billingpurposes is[*].

 

**INWITNESS WHEREOF**, the parties have caused this Agreement to beexecuted by their duly authorized representatives:

 

 
| **StarTek USA Inc.** | ** **                                                          | **AT&T Mobility LLC by its  authorized****Representative  AT&T Services, Inc.** |
|----------------------|---------------------------------------------------------------------|----------------------------------------------------------------------------------------------|
| By:                  |         /s/  A.L. Jones     |                                                                                         | By: |         /s/  Keith Connoly |
| Printed Name:        |      A. L.  Jones                          |                                                                                         | Printed Name: |     Keith Connoly |
| Title:               |        President &  CEO |                                                                                         | Title: |        VP-Global  Strategic Sourcing |
| Date:                |         11/19/08            |                                                                                         | Date: |          11/7/08 |
|                      |                                                                     |                                                                                              |  |  |  |  |  |  |  |  |

 

8

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EXHIBIT A

** **
| **Deliverables/Specifications/Requirements**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | **Delivery  Date**                  |   | **Evidence  of Success**                                                        |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------|--------|---------------------------------------------------------------------------------|
| **Deliverable Set # 1 – Reporting**

**ACD  Report**: Comprehensive report with data taken directly  from the switch. Details total calls offered, calls handled, calls abandoned,  average speed of answer, average handle time by live agent and downtime. Delivered  to AT&T Mobility daily.

 

**Agent  (PAR) Report**: Agent or Personal Accountability Reports  provide queue performance statistics broken down by agent. Data elements  include the number of ACD calls answered, the average time spent on each ACD  call, the average time spent waiting between ACD calls, the time spend doing  post-call work, the time spent logged into the system, Short calls, transfer  rates, availability etc. Delivered to AT&T Mobility daily.

 

**Call  Disposition Report**: offers call disposition detail by  type code. Supplier may provide this report to AT&T Mobility subject to  Exhibit 5 of the Agreement.

 

**System  Outages Report**: Report provides a listing of the date,  time, duration and description of any system outages to Supplier’ systems,  root cause analysis, and preventive measures. Delivered to AT&T Mobility  when system outages occur.

 

**Call  Comparison**: Compares forecasted to actual call volume  and answer performance.

 

**Combined  FTE**: Report provides headcount and training data, as  well as weekly attrition. Delivered to AT&T Mobility weekly.

 

**Attrition  Training**: Report provides ongoing attrition training  data, with class details (class size, dates, etc.). Delivered to AT&T  Mobility weekly.

 

**Interval**:  report provides one-half hour (1/2) interval call volume data. Delivered to  AT&T Mobility daily.

 

**Invoice  Detail**: Invoices will include detailed documentation  including but not limited to, for each CSR; a list of CSR names, hours logged  via the ACD, hours logged, hire date, tenure, and indicator for training or  Production status. 

 

**Weekly Quality Report:**Weekly  roll up of quality performance to include: scores from evaluations  completed by Supplier’ quality team, scores from evaluations completed  by Supplier’ leadership team (team leads/supervisors), QA/Team Lead  score variance, combined score, total evaluations completed by QA team,  total evaluations completed by Team Leads.

 

**Monthly Quality Report**  Monthly roll up of quality performance to include: scores from  evaluations completed by Supplier’ quality team, scores from evaluations  completed by Supplier’ leadership team (team leads/supervisors), QA/Team  Lead score variance, combined score, total evaluations completed by QA  team, total evaluations completed by Team Leads. |   | As indicated in  report description |   | Accurate and timely  reporting either pushed to recipients or available online. |

 

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| **Deliverable Set # 2 – Quarterly  Program Reviews**

·      Supplier  will conduct quarterly Program reviews in person at AT&T Mobility  Headquarters to cover Program highlights, overall account activity, budget  analysis, review key reports and metrics at a management level, the incentive  programs that were run and their results, and to ensure that stated agreed  upon Program objectives are being met (return on investment or “ROI”). If  Program objectives are not being met, team must collectively establish an  action plan to be implemented within [*]to achieve measurable results  within[*]. |   | Quarterly reviews as  scheduled | ** ** | **Evidence  of Success:**

·      Quarterly reviews are held  as scheduled |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------|------------|----------------------------------------------------------------------------------------------------------|

 

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**Exhibit B**

**Price**

 

For Services performedunder this Work Order, Supplier shall be compensated in accordance with thepricing shown below:

 
| **PROGRAM NAME**                                                                | ** ** | **CONSUMER CUSTOMER CARE** |
|--------------------------------------------------------------------------------------|------------|--------------------------------------|
| **BILLABLE HOUR RATE  BASED ON CSR TENURE IN  MONTHS** | ** ** | [*]                                  |   | $[*] |
|                                                                                 | [*]        |                                 | $[*] |
|                                                                                 | [*]        |                                 | $[*] |
|                                                                                 |       |                                 |   |   |
| After Hours Support                                                                  |       | [*]                                  |   | $[*] |
|                                                                                 | [*]        |                                 | $[*] |
|                                                                                 | [*]        |                                 | $[*] |
| **DRUG SCREEN &   BACKGROUND CHECK: (US Sites only)**                       |       |                                 |   | Passed through at cost  (Checks required as a result of attrition will be the responsibility of  Supplier.) |
| **OVERTIME RATE & HOLIDAY (by Site)**                                       |       |                                 |   | [*]% premium above the  applicable Billable Hour rate |
| ** **                                                                           |       |                                 |   | New Hire/Growth $[*] |
| ** **                                                                           |       |                                 |   | Nesting $ [*] |
| **TRAINING RATE**                                                                    |       |                                 |   | Supplemental/Conversion:  Training: [*] |
| ** **                                                                           |       |                                 |   | All Attrition: [*] |
|                                                                                      |            |                                      |  |  |  |  |

 

 

**Notes:**

 

a.               CSR tenure is determined based on the hire date ofsuch CSR on any AT&T Mobility program. Except as otherwise stated in the Work Order, the total amount payableby AT&T Mobility for the Services shall be determined by applying thestated rate of compensation to the Services actually performed by Supplier.[*].  Holiday Rates shall apply based onapplicable Holidays at the Site.  **US Holidays** (applicable only inthe U.S.): New Years Day, Thanksgiving Day, Labor Day, Christmas Day,Memorial Day, Independence Day.  **Canadian Holidays**(applicableonly in Canada): New Years Day, Family Day, Good Friday, Victoria Day,Canada Day, Civic Day, Saskatchewan Day, Labor Day, Thanksgiving Day,Remembrance Day, Christmas Day, and Boxing Day. Should AT&T Mobility request that Supplier provide Services for theProgram on any of the Holidays listed, AT&T Mobility shall compensateSupplier at the Holiday Rate as listed herein.

 

b.              Domestic Inbound/Outbound telecom.  AT&T Mobility shall be client of recordon the (800) service.  Subject toAT&T Mobility’s prior written approval of usage, domestic inbound andoutbound telecom charges shall be[*].

 

c.               Postage, shredding, express mail, printing, andcourier services, trunking and circuits, reproduction (other than [*]which isborne by[*]), and travel (Pre-approved by AT&T Mobility) will all becharged at [*]in accordance with Exhibit 9 of the Agreement.

 

d.              Clerical Support $[*] per hour (not to exceed [*]per[*]without prior approval of the AT&T Mobility contact identified in 2.1 ofthis Work Order.  Functions shallinclude, but not be limited to, the following tasks:

 

·                  Loginordering, tracking, retiring and maintenance

·                  SOXcontact for all AT&T Mobility audits

·                  Clarifymaintenance

·                  Submittingand tracking Credits and Adjustments

·                  SessionsEnrollments for training

·                  AT&TMobility University setups and retires

·                  Courseenrollments and completions

·                  Trackingand follow through of all Office of the President requests

·                  Backup to LRP for all AT&T Mobility reporting

·                  Distribute and ensure follow up on feedback items(Clarify, Wave, PCS, Tier II, SOA, Direct Fulfillment, etc.), compile results

·                  Gather and summarize results of initiatives(PAR/SRS, migrations, etc.)

 

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e.               AnyNesting will be billed at the Nesting rate set forth here in Exhibit B.  The Conversion rate will apply for trainingrequired when CSRs are transferred from one AT&T program to anotherAT&T program where “Conversion” training is required.

 

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**Exhibit C**

**ProgramDescriptions**

** **
| **Program Name**                                                                                                     | ** ** | **Program Description  Functions shall include, but may not be  limited to, the following tasks:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | **Program Projects by Sites  Any changes to the mix of  Program project(s) supported  by Site shall be subject to  Exhibit 5 of the Agreement.** |
|----------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Customer  Service Experience (“CSE”), including Billing Conversion (“BCV”) or Consumer  Care** |       | Inbound calls from post  paid subscribers. Duties include the following account maintenance  activities: billing statement questions, adjustments, changes to  features/services, changes of billing information, customer issues relative  to price plans, customer cancellation inquiries, adding / deleting  promotions & features, contract inquiries and termination dates,  rate plan changes, account updates, lost / stolen phone resolutions, cancel  requests, promotion / plan clarification, programming phones, equipment and  features instructions, voice mail resets, respond to coverage concerns,  equipment (wireless cell phones and PDAs) changes, assisting with handset  issues and upgrading equipment, migration of customers between billing  application, completion of downtime form and offline services, escalated  services/resolution. |       | [*]                                                                                                                                                        |
| **Prepaid  Consumer Care**                                                                                           |       | Inbound calls from  prepaid subscribers. Duties include the following account maintenance  activities: billing statement questions, adjustments, changes to  features/services, changes of billing information, customer issues relative  to price plans, customer cancellation inquiries, adding / deleting  promotions & features, contract inquiries and termination dates,  rate plan changes, account updates, lost / stolen phone resolutions, cancel  requests, promotion / plan clarification, programming phones, equipment and  features instructions, voice mail resets, respond to coverage concerns,  equipment (wireless cell phones and PDAs) changes, migration of customers  between billing application, completion of downtime form and offline  services, escalated services/resolution.                                                           |       | N/A                                                                                                                                                        |
| **Technical  Support**                                                                                               |       | Primary point of  contact for issues relating to call and data processing, roaming wireless  network, prepaid network, provisioning and TDMA, GSM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       | N/A                                                                                                                                                        |

 

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| **Program Name**            | ** ** | **Program Description  Functions shall include, but may not be  limited to, the following tasks:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | **Program Projects by Sites  Any changes to the mix of  Program project(s) supported  by Site shall be subject to  Exhibit 5 of the Agreement.** |
|-----------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                  |       | and data technology.  Offline work to support technical services can include filing cases and  escalating resolution, and a filter team may exist to review case quality  before routing to Tier III network groups.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                                                                                                                                                       |
| **Receivables  Management** |       | Inbound calls from  consumer, post paid subscribers.  Duties include the following account  maintenance activities:  Processing payments and setting payment  arrangements, as appropriate.  General billing statement questions, adjustments  related to late fees, restoral fees, and contract termination charges,  changes to features/services, changes of billing information (address,  contact numbers, etc.), customer issues relative to price plans, customer  cancellation inquiries if customer is delinquent, contract inquiries and  termination dates, simple rate plan changes (no family talk, complex  changes), account updates, cancel requests, promotion / plan clarification,  voice mail resets via AT&T Mobility.com.  Education of customer on payment  options, such as *PAY, AT&T Mobility.com and Future Dated Payments. |       | N/A                                                                                                                                                        |
| **Specialty  Queues**       |       | Services for unique  business types including call handling for escalated customer care/RM issues  specific to billing, equipment, coverage and account details.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |       | N/A                                                                                                                                                        |

 

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**Exhibit D**

**Hours ofOperations and Training Durations**

 
| **Program  Names**                                | ** ** | **Project**                               | ** ** | **Site** | ** ** | **Hours of Operation** | ** ** | **Maximum  New Hire  Days** | ** ** | **Maximum  New Hire  Transition  or Nesting  Days** | ** ** |
|---------------------------------------------------|------------|-------------------------------------------|------------|----------|------------|----------------------------------|------------|----------------------------------|------------|---------------------------------------------------------------|------------|
| **Customer Service Experience (“CSE”)** |       | North Central CSE /  National After Hours |       | [*]      |       | [*]                              |       | [*]                              |       | [*]                                                           |       |

 

15

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**EXHIBITE**

 
| ** **                                | ** ** | ** **    | ** ** | **Invoice Credit** | ** ** | **Target** | ** ** | **Earned Offset Debit**  | ** ** | ** ** | ** ** | ** **                           |
|-------------------------------------------|------------|---------------|------------|--------------------|------------|------------|------------|--------------------------|------------|------------|------------|--------------------------------------|
| ** **                                | ** ** | ** **    | ** ** | **-**              | ** ** | **-**      | ** ** | **=**                    | ** ** | **+**      | ** ** | **+**                                | ** ** | **Frequency** | ** ** | **Comments** |
| FCR                                       |       | Bonus/Penalty |       | [*]%               |       | [*]%       |       | Compare  To like centers |       | [*]%       |       | [*]%                                 |   | [*] |   | Subject  to Work Order Section 6.3.1 |
|                                      |       | Result        |       | [*]%               |       | [*]%       |       |                     | [*]%       |       | [*]%       |                                 |   |   |   |
| Total Resolved                            |       | Bonus/Penalty |       | [*]%               |       | [*]%       |       | Compare to like centers  |       | [*]%       |       | [*]%                                 |   | [*] |   | Subject  to Work Order Section 6.3.2 |
|                                      |       | Result        |       | [*]%               |       | [*]%       |       |                     | [*]%       |       | [*]%       |                                 | [*] |   |   |
| Occupancy                                 |       | Bonus/Penalty |       | [*]%               |       | [*]%       |       | [*]%                     |       | [*]%       |       | [*]                                  |   | Subject  to Work Order Section 6.3.3 |
|                                      |       | Result        |       | [*]%               |       |       |       | [*]%                     |       | [*]%       |       |                                 |   |   |
| Productivity                              |       | Bonus/Penalty |       | [*]%               |       | [*]%       |       | N/A                      |       | [*]        |       | Subject  to Work Order Section 6.3.4 |
|                                      |       | Result        |       | [*]%               |       |       |       |                     |       |       |       |                                 |   |   |
| Transfers                                 |       | Bonus/Penalty |       | N/A                |       | [*]%       |       | N/A                      |       | [*]        |       | Subject  to Work Order Section 6.3.5 |
|                                      |       | Result        |       | N/A                |       |       |       |                     |       |       |       |                                 |   |   |
| AHT                                       |       | Bonus/Penalty |       | [*]%               |       | [*]        |       | N/A                      |       | [*]        |       | Subject  to Work Order Section 6.3.6 |
|                                      |       | Result        |       | [*]                |       |       |       |                     |       |       |       |                                 |   |   |
| Maximum  **Calculated**Bonus/Penalty      |       | [*]%          |       |               |       |       |       |                     |       |       |       | [*]%                                 |   |   |   |   |
| Maximum  **Invoiced**Bonus/Penalty  (CAP) |       | [*]%          |       |                    |       | **CAP**    |       |                          |       | [*]%*      |       |                                 |   | Total Startek earned debit to  AT&T’s invoice credit is capped at [*] percent ([*]%) and the AT&T invoice credit is capped at [*] percent ([*]%). The total debits, credits and/or bonuses will be applied to the  invoiced amount for the CSE Program Billable Hours only ([*]). |

 

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