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                                                                   EXHIBIT 10.39

Portions of this Exhibit marked with an "**" have been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request
for confidential treatment.

                 T-MOBILE USA SERVICE PARTNER SERVICES AGREEMENT

THIS SERVICES AGREEMENT (this "Agreement") is made effective as of August 1,
2005 (the "Effective Date"), between T-Mobile USA, Inc., a Delaware Corporation
with a principal place of business at 12920 SE 38th Street, Bellevue, Washington
98006 ("T-Mobile USA") and StarTek USA, Inc., a Colorado corporation with a
principal place of business at 100 Garfield Street, Denver, Colorado 80206
("Service Partner").

For good and valuable consideration, including the mutual covenants contained in
this Agreement, T-Mobile USA and StarTek USA, Inc. (together, the "Parties" and
individually, a "Party") agree as follows:

1.    SCOPE OF WORK.

      1.1.  Statement of Work. StarTek USA, Inc. agrees to perform the Services
            described in Exhibit A - 1 entitled "STATEMENT OF WORK - - [**]",
            Exhibit A - 2 entitled "STATEMENT OF WORK - [**]", Exhibit A - 3
            entitled "STATEMENT OF WORK - [**]", Exhibit A - 4 "STATEMENT OF
            WORK - [**]", Exhibit A - 5 "STATEMENT OF WORK - [**]", Exhibit A -
            6 "STATEMENT OF WORK - [**], The Parties acknowledge and agree that
            the Parties' ability to perform certain obligations pursuant to this
            Agreement is conditioned upon the full, proper and timely
            performance by the other Party of its obligations pursuant to this
            Agreement. Each Party shall cooperate fully with the other Party in
            carrying out the obligations pursuant to this Agreement in a timely
            and efficient manner and in accordance with the terms hereof.

      1.2.  Performance of Services. StarTek USA, Inc. shall comply in all
            material respects with all applicable registration and licensing
            requirements so as to enable StarTek USA, Inc. to perform the
            Services required under this Agreement. StarTek USA, Inc. shall have
            all necessary rights and licenses to use all software and hardware
            provided by it so as to enable StarTek USA, Inc. to perform the
            Services hereunder. The performance of the Services by StarTek USA,
            Inc. and use by each Party of all software and hardware provided by
            each party for the performance of Services in connection therewith
            will not infringe any trade name, trademark, services, copyright,
            patent, trade secret or other intellectual property or proprietary
            right of any third party.

2.    INVOICES AND PAYMENT.

      2.1.  Form of Invoices. All invoices for payment shall be submitted
            monthly to T-Mobile USA, within [**] business days after the [**]
            for payment. Such invoices shall meet the itemization guidelines
            outlined in T-Mobile USA Service Partner Invoice Guidelines .

      2.2.  Supporting Documentation. All invoices shall be accompanied by the
            supporting documentation and information set forth in the T-Mobile
            USA Service Partner Invoice Guidelines. T-Mobile USA may from time
            to time request additional information from StarTek USA, Inc. that
            may be derived from such supporting documentation and information.
            All [BILLED HANDLE MINUTES] for the Services must be supported and
            verifiable by [**]. All billed hours for the Services must

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            be supported and verifiable by agent level detail, labor summary
            reports or other mutually agreed supporting documentation.

      2.3.  Pricing. T-Mobile USA shall be obligated to pay StarTek USA, Inc.
            for Services pursuant to this Agreement at the prices provided in
            all Exhibits hereto. T-Mobile USA further agrees to pay [**], in
            connection with the provision, sale, or use of the Services provided
            hereunder.

      2.4.  Payment of Invoices. Except to the extent reasonably and in good
            faith disputed by T-Mobile USA, T-Mobile USA shall pay to StarTek
            USA, Inc. or their assignee all invoices [**]. Any undisputed amount
            (s) payable by T-Mobile USA to StarTek USA, Inc. hereunder that is
            not paid by T-Mobile USA [**] shall bear interest [**], not to
            exceed the maximum amount allowed by law, from the date such amount
            was due until the date payment is received by StarTek USA, Inc..

      2.5.  SERVICE PARTNER Invoicing Disputes and Request for Further
            Substantiation. T-Mobile USA will notify StarTek USA, Inc. of any
            invoicing disputes or requests for further substantiation within
            [**] of the receipt of the invoice. Such notice shall set forth in
            reasonable detail the amount disputed and the basis and facts upon
            which T-Mobile USA disputes or needs further information. Within
            [**], StarTek USA, Inc. shall respond to the individual designated
            for response in T-Mobile USA's written notice ("T-Mobile USA
            Representative") in writing with a detailed explanation stating the
            factual basis for demanding payment on any amount in dispute; and in
            the event StarTek USA, Inc. and the T-Mobile USA Representative are
            unable to resolve the dispute within [**] from the date of StarTek
            USA, Inc.'s response, the parties shall refer the matter to a Vice
            President of StarTek USA, Inc. and the Director for Service Partner
            Management of T-Mobile USA to be resolved. If the executives are
            unable to resolve the dispute within [**] from the date of referral,
            either party may pursue such other remedies as may be available to
            them. If T-Mobile USA does not provide notice of dispute as provided
            above, T-Mobile USA shall pay the invoice without prejudice to any
            rights it may have to later dispute the invoice. The undisputed
            portions of all invoices shall be paid in accordance with Section
            2.4 hereof. Amounts that have been disputed are payable within [**]
            of resolution of dispute and late charges as provided in 2.4 shall
            apply from the date of resolution of the applicable invoice if not
            paid within the [**].

      2.6.  Right of Audit. T-Mobile USA reserves the right to conduct 3 (three)
            separate types of audits, an operational audit, a financial audit
            and a [**].

            2.6.1. The Operational Audit will take place during SERVICE PARTNER
                  normal business hours, up to [**] per site with written
                  notification no less than [**] in advance. SERVICE PARTNER
                  shall keep complete and accurate records documenting the
                  performance of the specific KPIs (Key Performance Indicators)
                  as outlined in the SOW, Exhibit A. SERVICE PARTNER shall make
                  their records available to T-Mobile USA or any

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                  authorized representative of T-Mobile USA [**]. The cost of
                  any audit shall be borne by T-Mobile USA.

            2.6.2. The Financial Audit. SERVICE PARTNER shall keep complete and
                  accurate records and documentation to substantiate the amounts
                  claimed in any invoice, which records shall be made available
                  to T-Mobile USA for audit as set forth below. During SERVICE
                  PARTNER normal business hours and upon [**] prior written
                  notice, SERVICE PARTNER shall make its records available for
                  audit by T-Mobile USA or any authorized representative of
                  T-Mobile USA [**], and until [**] after completion of the
                  Services or [**] whichever occurs first.

            2.6.3. [**]. SERVICE PARTNER shall keep complete and accurate [**]
                  records and documentation related to the performance on all
                  T-Mobile lines of business. During SERVICE PARTNER normal
                  business hours and upon [**] written notice, SERVICE PARTNER
                  shall make its [**] records and [**] for all T-Mobile USA
                  lines of business available for audit by T-Mobile USA or a
                  third party named by T-Mobile USA. These [**] records and [**]
                  for T-Mobile USA lines of business shall be available until
                  [**] after completion of the Services or [**] whichever occurs
                  first.

      2.7.  Cost of Audit and Repayment. The cost of any audit shall be borne by
            T-Mobile USA, however, if the audit discovers an error in T-Mobile
            USA's favor that is [**] SERVICE PARTNER shall bear the cost of the
            audit. Any over-billing discovered as a product of such audit shall
            be repaid in full to T-Mobile USA within [**] unless otherwise
            negotiated and agreed by the parties.

3.    TERM AND TERMINATION.

      3.1.  Unless terminated sooner as provided herein, this Agreement shall
            commence as of the Effective Date and continue for a period of one
            (1) years.

            3.1.1. This agreement shall automatically renew for one-year, until
                  August 1, 2007, unless either party provides written notice of
                  non-renewal to the other party at least ninety (90) days prior
                  to the expiration to the current term, August 1, 2006.

      3.2.  Termination for Convenience and by Agreement. T-Mobile USA may
            terminate this Agreement upon giving at least ninety (90) days prior
            written notice to StarTek USA, Inc., or (ii) by agreement of the
            Parties.

      3.3.  Termination for Breach or Force Majeure. Either Party may terminate
            this Agreement immediately upon notice to the other Party (i) if the
            other Party materially breaches this Agreement and fails to cure
            such breach within [**] days of receipt of written notice of such
            breach from the non-breaching Party; (ii) if the other Party becomes
            insolvent, invokes as a debtor any laws relating to the relief of
            debtors from creditor's rights, or has such laws invoked against it,
            is the subject of liquidation or termination of business, is
            adjudicated bankrupt, or is involved in an assignment for the
            benefit of its creditors; or (iii) upon the

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            occurrence and after continuance of an event of force majeure for a
            period of [**], or in other circumstances, as provided in Exhibits A
            - 1 through A - 6.

      3.4.  Effect of Termination. The expiration or termination of this
            Agreement shall not relieve or discharge either Party from any
            obligation hereunder, which survives termination. Except in the
            event of termination of this Agreement by StarTek USA, Inc. as a
            result of the failure of T-Mobile USA to pay undisputed invoices for
            Services performed by StarTek USA, Inc. , in the event of any
            termination, StarTek USA, Inc. agrees to cooperate with T-Mobile USA
            to effectuate an orderly transition of the business and will
            continue to provide Services hereunder at the prices provided in
            Exhibits A - 1 through A - 6 pursuant to a schedule mutually
            agreeable to the parties (which may include a schedule for ramping
            down services) for a reasonable period of time not to exceed [**]
            from the date of termination. In the event any transition service is
            not provided for in Exhibits A - 1 through A - 6, T-Mobile USA shall
            pay a mutually agreed upon cost to StarTek USA, Inc. for those
            transition services.

      3.5.  Termination of Prior Agreement. Effective upon execution of this
            Agreement, the Amended and Restated Services Agreement, dated April
            1, 2002, between the parties including the Exhibits with Statements
            of Work for Standard [**], Advanced [**], Offline, and Prepay
            services shall be considered terminated by mutual agreement of the
            parties.

4.    REPRESENTATIONS AND WARRANTIES.

      4.1.  SERVICE PARTNER. StarTek USA, Inc. hereby represents and warrants to
            T-Mobile USA as follows:

            4.1.1. StarTek USA, Inc. is financially solvent, able to pay its
                  debts and possesses sufficient working capital to provide and
                  complete the Services in accordance with this Agreement.

            4.1.2. StarTek USA, Inc. has the experience and skills necessary to
                  perform and provide the Services required under this
                  Agreement. All Services provided by StarTek USA, Inc. shall be
                  performed (i) in a professional manner, commensurate with that
                  which is customary in the industry, (ii) in compliance with
                  all applicable federal, state and local laws, rules,
                  regulations and ordinances and (iii) in compliance with
                  T-Mobile USA's applicable written policies which have been or
                  will be provided to StarTek USA, Inc. not less than thirty
                  (30) days prior to the effectiveness of such written policies.

            4.1.3. All information supplied by or on behalf of StarTek USA, Inc.
                  shall be accurate and complete in all material respects.

            4.1.4. StarTek USA, Inc. is in compliance with all applicable
                  federal, state and local laws, rules, regulations and
                  ordinances relating to the Services to be performed by StarTek
                  USA, Inc. for the benefit of T-Mobile USA hereunder. StarTek
                  USA, Inc. entering into and performing its obligations
                  pursuant to this Agreement will not violate any agreement
                  between StarTek USA, Inc. and any third party.

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5.    LIABILITY PROVISIONS.

      5.1.  Indemnification; Limitations on Liability.

            5.1.1. StarTek USA, Inc. Obligations. StarTek USA, Inc. shall
                  indemnify and hold T-Mobile USA harmless from and against any
                  and all claims, liabilities, losses, damages (including
                  reasonable attorneys' fees, costs and other litigation
                  expenses), and causes of action relating to (i) a material
                  breach of this Agreement by StarTek USA, Inc. or (ii) bodily
                  injury, death, or personal property damage proximately caused
                  by the negligence or willful misconduct of StarTek USA, Inc.
                  provided, however, SERVICE PARTNER shall not be responsible
                  for claims, liabilities, losses, damages, and causes of action
                  to the extent caused by the acts or omissions of T-Mobile USA.

            5.1.2. T-Mobile USA's Obligations. T-Mobile USA shall indemnify,
                  defend and hold StarTek USA, Inc. harmless from and against
                  any and all claims, liabilities, losses, damages (including
                  reasonable attorneys' fees, costs and other litigation
                  expenses), and causes of action relating to (i) a material
                  breach of this Agreement by T-Mobile USA or (ii) bodily
                  injury, death, or personal property damage proximately caused
                  by the negligence or willful misconduct of T-Mobile USA
                  provided, however, T-Mobile USA shall not be responsible for
                  claims, liabilities, losses, damages, and causes of action to
                  the extent caused by the acts or omissions of StarTek USA,
                  Inc..

            5.1.3. Procedure. Each Party's indemnification obligations hereunder
                  shall be subject to (a) receiving written notice of the
                  existence of any action, (b) permitting the indemnifying
                  party, at its option, to control the defense of such action,
                  (c) permitting the indemnified party to participate in the
                  defense of any action, (at the expense of the indemnifying
                  party) and (d) receiving reasonable cooperation of the
                  indemnified party in the defense thereof.

            5.1.4. Limitations. The indemnification rights of an indemnified
                  party hereunder shall be the exclusive monetary remedy of the
                  indemnified party with respect to the claims to which such
                  indemnification relates.

      5.2.  Limitation on Liability. StarTek USA, Inc. SHALL NOT BE LIABLE TO
            T-MOBILE USA AND T-MOBILE USA SHALL NOT BE LIABLE TO STARTEK USA,
            INC. (REGARDLESS OF THE FORM OF ACTION OR THE CLAIM (E.G. CONTRACT,
            WARRANTY, TORT, MALPRACTICE, AND/OR OTHERWISE)) FOR INDIRECT,
            INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF
            REVENUE, LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR FOR ANY
            FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, EVEN IF ADVISED OF THE
            POSSIBILITY OF ANY OF THE FOREGOING; AND THE ENTIRE LIABILITY OF ONE
            PARTY TO THE OTHER PARTY UNDER OR IN RELATION TO THIS AGREEMENT FOR
            ANY LOSS OR DAMAGE, AND REGARDLESS OF THE FORM OF ACTION WILL BE
            LIMITED TO PROVEN, ACTUAL, OUT-OF-POCKET EXPENSES WHICH ARE
            REASONABLY INCURRED. THE AGGREGATE LIABILITY OF STARTEK USA, INC.
            AND T-MOBILE USA RELATING TO OR ARISING FROM THIS

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            AGREEMENT AND FOR ANY AND ALL CAUSES OF ACTION SHALL NOT EXCEED
            [**]. THIS SECTION SHALL NOT APPLY TO ANY TORT LIABILITY BASED ON
            NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN PHYSICAL DAMAGE TO
            TANGIBLE PROPERTY OR PERSONAL INJURY OR DEATH OR FOR A BREACH OF THE
            CONFIDENTIALITY REQUIREMENTS HEREUNDER OR LIABILITY UNDER SECTION
            6.4. THIS AGREEMENT, AND THIS SECTION IN PARTICULAR, DEFINES A
            MUTUALLY AGREED UPON ALLOCATION OF RISK, AND THE FEES AND OTHER
            CONSIDERATION HAVE BEEN SET TO REFLECT SUCH ALLOCATION.

6.    INTELLECTUAL PROPERTY/CONFIDENTIALITY.

      6.1.  Ownership of Materials. Each Party retains any and all rights to its
            own previously existing information, software and/or developments
            and to its own information, software and/or developments that are
            created separately from and independent of its activities under the
            Agreement. Except as specifically set forth in this Agreement,
            neither Party obtains rights to information provided by the other
            solely by its access to or use of the information in performing its
            obligations or exercising its rights hereunder.

      6.2.  Data. As between T-Mobile USA and StarTek USA, Inc., T-Mobile USA
            will own exclusively all data received or collected by StarTek USA,
            Inc. as a direct result of the Services provided hereunder. StarTek
            USA, Inc. shall return all such data upon written request of
            T-Mobile USA.

      6.3.  No License. Except as otherwise provided in Exhibits A - 1 through A
            - 6, neither Party is granted any license in intellectual property
            that is owned or developed by the other Party.

      6.4.  Confidentiality. The Parties acknowledge that each may be given
            access to certain confidential or secret information and material
            relating to or owned by the other, including but not limited to
            financial information, customer lists, information pertaining to
            T-Mobile USA or StarTek USA, Inc. customers, files and other
            information regarding that Party's business, organization,
            operations, and plans in the course of the performance under the
            Agreement. Such information and material shall be the sole and
            exclusive property of the provider of such information, and each
            Party agrees that during the term of the Agreement and for five (5)
            years thereafter (and with respect to trade secrets, indefinitely),
            the receiving Party will not disclose such confidential or secret
            information or material, or the terms of the Agreement, to any
            governmental agency, person, entity, firm, or corporation, or use
            confidential or secret information or material except in furtherance
            of the Agreement, without the express prior written consent of the
            other Party. This section shall not apply to any information (a)
            previously known to the receiving Party free of any obligation to
            keep it confidential, (b) that has been or which becomes publicly
            known through no wrongful act of the receiving Party, (c) which is
            rightfully received from a third party who is under no obligation of
            confidence to either Party, (d) which is independently developed by
            the receiving Party without resort to information which has been
            disclosed

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            pursuant to the Agreement or (e) is required to be disclosed in
            order to comply with applicable laws (including state and federal
            securities laws applicable to StarTek USA, Inc. as a public company)
            or administrative process or any governmental or court order;
            provided, however, that in a circumstance where disclosure is
            compelled by governmental or court order the Party that is subject
            to such compelled disclosure shall give the other Party prompt prior
            notice of such compelled disclosure so that the other Party may seek
            to protect such information. The receiving Party shall return the
            confidential information to the disclosing Party upon request by the
            disclosing Party. This Section shall survive termination of the
            Agreement.

7.    GENERAL PROVISIONS.

      7.1.  Entire Agreement. This Agreement, including all exhibits, which are
            incorporated herein by this reference, contains the entire
            understanding of the Parties with respect to the subject matter
            hereof, and supersedes all prior agreements and understandings
            between the Parties.

      7.2.  Assignment. StarTek USA, Inc. acknowledges that the Services to be
            rendered by StarTek USA, Inc. are unique and personal. Accordingly,
            StarTek USA, Inc. may not assign any of StarTek USA, Inc.'s rights,
            including the right to receive payments, or delegate any of StarTek
            USA, Inc.'s duties or obligations under this Agreement without the
            prior written consent of T-Mobile USA. T-Mobile USA may assign its
            rights hereunder upon its sole discretion, subject to StarTek USA,
            Inc.'s verification of assignee's ability to fulfill the financial
            obligations under this Agreement. This Agreement shall inure to the
            benefit of and shall be binding upon the permitted successors and
            assigns of the Parties.

      7.3.  Publicity. Except as required by law, including state and federal
            securities laws applicable to StarTek USA, Inc. as a public company,
            SERVICE PARTNER will limit disclosure to their Board and investors
            of the existence of this Agreement and will not make any disclosure
            to any third party concerning its business relationship with
            T-Mobile USA, including any press releases, without the prior
            written approval of T-Mobile USA.

      7.4.  Governing Law. This Agreement shall be governed by and construed
            according to the laws of the State of Washington, without regard to
            the conflict of laws or choice of law provisions thereof.

      7.5.  Construction. This Agreement, together with all Exhibits hereto,
            represents the wording selected by the Parties to define their
            agreement and no rule of strict construction shall apply against
            either Party. This Agreement is written in, and shall be governed
            by, the English language. This Agreement may be translated into one
            or more languages, provided, however, in the event of any conflict
            in interpretation between this Agreement and any foreign language
            translation, the interpretation of this English version of the
            Agreement shall prevail. This Agreement (a) represents the entire
            agreement between the Parties relating to the subject matter of this
            Agreement, (b) supersedes and terminates all prior purchase orders,
            agreements, understandings, representations, and warranties
            applicable to the subject matter of this Agreement, and (c) may only
            be amended

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            or modified by a writing signed by both Parties by their duly
            authorized representatives (which in the case of T-Mobile USA shall
            be a Vice President or higher). Any waiver pursuant to this
            Agreement must be in writing and any waiver of one event shall not
            be construed as a waiver of subsequent events. Headings used in this
            Agreement are for reference only and shall not be deemed a part of
            this Agreement.

      7.6.  Relationship. The Parties acknowledge and agree that their
            relationship shall be solely and exclusively that of independent
            contractors, and that in no event shall either Party be, claim to
            be, or be deemed to be an employee, agent, or partner of the other
            Party by reason of or with respect to this Agreement or any Services
            provided pursuant to this Agreement. Without limiting the generality
            of the foregoing, each Party agrees (a) to conduct itself strictly
            as an independent contractor pursuant to this Agreement, and (b) to
            comply with all applicable laws, rules and regulations, including
            without limitation all laws, rules and regulations governing payment
            of federal and state income taxes, self-employment taxes, estimated
            taxes, sales, use and service taxes, and all other federal, state,
            local and foreign taxes of any nature imposed with respect to any
            obligations pursuant to this Agreement or payments therefore.
            T-Mobile USA shall have the right to request StarTek USA, Inc. to
            remove any personnel from the T-Mobile USA account who has engaged
            in poor performance, fraud or breach of this Agreement.

      7.7.  Non-Solicitation. Without the prior written consent of the other
            Party, during the term of this Agreement and continuing through the
            first anniversary of the termination of this Agreement, neither
            Party shall, and shall ensure that its affiliates do not, directly
            or indirectly, solicit or attempt to solicit for employment any
            persons employed by the other Party who are directly involved in
            carrying out the obligations of the Parties pursuant to this
            Agreement.

      7.8.  Notice. Any notice or communication required or permitted to be
            given hereunder (other than forecasts required to be delivered
            pursuant Exhibits A- 1 through A- 6) shall be in writing and may be
            delivered by hand, deposited with an overnight courier, sent by
            email, confirmed facsimile (followed by delivery of a copy by US
            Mail), or mailed by registered or certified mail, return receipt
            requested, postage prepaid, in each case to the address of the
            receiving Party as set forth in this section. Such notice shall be
            deemed to have been given as of the date it is delivered, mailed,
            emailed, faxed or sent, whichever is earlier.

                  To: T-Mobile USA

                  Dave Miller
                  Sr. Vice President and General Counsel
                  To T-Mobile USA
                  12920 SE 38th Street
                  Bellevue, WA 98006

                  To: StarTek USA, Inc.

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                  Steve Butler
                  CEO
                  StarTek USA, Inc.
                  100 Garfield Street
                  Denver, Colorado 80206

      7.9.  Severability. If any term or provision of this Agreement or the
            application thereof to any person or circumstance, at any time or to
            any extent, is held invalid, illegal, or unenforceable by a court of
            competent jurisdiction by reason of any rule of law or public
            policy, all other conditions and provisions of this Agreement shall
            remain in full force and effect so long as the economic or legal
            substance of the transaction contemplated hereby is not affected in
            any manner materially adverse to either Party. Upon such
            determination that any term or other provision is invalid, illegal,
            or incapable of being enforced, the Parties hereto shall negotiate
            in good faith to modify this Agreement so as to effect the original
            intent of the Parties as closely as possible in an acceptable manner
            to the end that the transaction contemplated hereby is fulfilled to
            the maximum extent possible.

      7.10. DOJ Agreement. T-Mobile USA has entered into an agreement with the
            Federal Bureau of Investigation and the Department of Justice that
            requires parties contracting with T-Mobile USA to comply with
            applicable terms. StarTek USA, Inc. agrees as follows:

            7.10.1. StarTek USA, Inc. shall not throughout the term of this
                  Agreement or at any time thereafter store subscriber audio or
                  data communications occurring in the U.S., or any other
                  subscriber information, including, without limitation, call
                  transactional data, call associated data, call identifying
                  data, subscriber information and subscriber billing records
                  (collectively, "Subscriber Information") outside of the United
                  States without T-Mobile USA 's prior written consent, which
                  may be withheld for no reason, or any reason, in T-Mobile
                  USA's sole discretion; provided, however, that T-Mobile USA
                  understands that StarTek USA, Inc. will be providing the
                  Services in [**], and as a result, T-Mobile USA hereby
                  consents to the storage by StarTek USA, Inc. of all Subscriber
                  Information necessary to perform the Services under this
                  Agreement in [**] for the term of this Agreement.

            7.10.2. StarTek USA, Inc. will provide T-Mobile USA within at least
                  thirty (30) days prior written notice of its desire to store
                  Subscriber Information in another location different from [**]
                  including description of the communications and/or
                  information, identification of the custodian, identification
                  of the proposed location where the communications and/or
                  information would be stored; and identification of the factors
                  it considered in seeking to store the communications and/or
                  information outside [**].

            7.10.3. StarTek USA, Inc. will store billing records relating to
                  T-Mobile USA subscribers for a minimum period of two years;

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            7.10.4. StarTek USA, Inc. will store Subscriber Information in its
                  possession, custody and control if requested by a domestic
                  governmental entity pursuant to 18 U.S.C. Section 2703(f);

            7.10.5. StarTek USA, Inc. will store Subscriber Information in a
                  manner such that the communications and/or information do not
                  become subject to mandatory destruction under any foreign
                  laws;

            7.10.6. StarTek USA, Inc. will make available in the United States
                  all Subscriber Information that is stored by StarTek USA, Inc.
                  or a third party (as permitted under this Agreement);

            7.10.7. StarTek USA, Inc. will not disclose Subscriber Information
                  to any foreign government or entity without first (i)
                  satisfying all applicable U.S. federal, state and local legal
                  requirements, including receiving appropriate authorization by
                  a domestic U.S. court, or receiving prior written
                  authorization from the U.S. Department of Justice, and (ii)
                  notifying T-Mobile USA of the request for such information
                  within five (5) days of its receipt;

            7.10.8. StarTek USA, Inc. will protect the confidentiality and
                  security of all lawful U.S. process and the confidentiality
                  and security of Classified Information and Sensitive
                  Information in accordance with federal and state laws and
                  regulations.

      7.11. System Security. StarTek USA, Inc. warrants that it has taken such
            precautions as are necessary to ensure that its computer and
            electronic systems are secure from breach or intrusion by
            unauthorized third parties. In the event that a StarTek USA, Inc.
            system is breached and an unauthorized third party has access to or
            has viewed the information of T-Mobile USA or T-Mobile USA customers
            then StarTek USA, Inc. shall notify T-Mobile USA promptly of such
            breach and shall take such actions as may be necessary to prevent
            such breaches from occurring in the future.

Executed as of the Effective Date:

StarTek USA, Inc.                          T-Mobile  USA, Inc.

By: ________________________________       By: ________________________________

____________________________________       ____________________________________
Name and Title                             Name and Title

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                                   EXHIBIT A-1

                            STATEMENT OF WORK - [**]

This Statement of Work, Exhibit A-1 is incorporated into that certain T-Mobile
USA Service Partner Services Agreement ("Agreement") dated August 1, 2005 by and
between T-Mobile USA, Inc. ("T-Mobile") and StarTek USA, Inc. ("StarTek"). The
Statement of Work shall be effective as of August 1, 2005 and the defined terms
used in this Statement of Work shall have the meanings provided in the Agreement
unless expressly defined herein.

1.    GENERAL. StarTek will handle inbound [**] calls for T-Mobile. StarTek will
      maintain a dedicated program (i.e., StarTek's dedicated representatives
      shall handle only T-Mobile calls, StarTek's team supervisors shall support
      only T-Mobile dedicated representatives and StarTek's team managers will
      support only T-Mobile dedicated team supervisors.) to perform the
      Services.

2.    HOURS OF OPERATION. Except as otherwise set forth herein, the hours of
      operation will be [**]. Any change to the hours of operation on a T-Mobile
      line of business at any site by StarTek requires written request and
      approval by a T-Mobile Vice President of the change. Any change to the
      hours of operation on a T-Mobile line of business at any site by T-Mobile
      requires written notification to StarTek. Any closure of a site or 100%
      reallocation of headcount to another site in which a T-Mobile line of
      business resides requires written notice to T-Mobile of [**] in advance of
      the closure or reallocation. Any reallocation of headcount (not due to
      forecast change) to another site of [**] of the total [**] headcount
      requires written notice to T-Mobile of [**] in advance of the
      reallocation. StarTek will provide a comprehensive written plan as to how
      StarTek will maintain services for the line of business to mitigate impact
      and prevent tangible and intangible cost to T-Mobile.

3.    CALL VOLUME AND FORECASTING.

      3.1.  For the purposes of meeting the forecast, StarTek will utilize full
            time equivalents ("FTEs") in accordance with this Statement of Work.
            An FTE is defined as [**] Customer Facing Employee [**]. An FTE is
            not equivalent to headcount.

      3.2.  FTEs will be classified into the following categories:

            3.2.1. Production FTE, which includes FTEs who are agents productive
                  to the line of business.

            3.2.2. Training FTE, which includes FTEs who are currently in
                  training and not productive to the line of business.

            3.2.3. GMA FTE, which includes FTEs who are productive to the line
                  of business at least part of their day, but are still in
                  training.

            3.2.4. LOA FTE, which includes all FTEs who cannot be classified
                  into Production, Training, or GMA.

      3.3.  T-Mobile will regularly prepare and deliver to StarTek the following
            forecasts for the services to support the proper planning of the
            infrastructure required to support the programs:

            3.3.1. T-Mobile shall deliver a [**] rolling informational forecast
                  to StarTek on or before the 15th day of each month [**], which
                  shall contain forecasted[**] call volumes.

            3.3.2. T-Mobile shall deliver a final forecast to StarTek no less
                  than 45 days before the 1st day of each [**] for which the
                  forecast is made, which shall contain a [**] call volume and
                  Average Handle Time ("AHT") forecast by [**] interval (the
                  "Final Forecast"). The Final Forecast will contain an updated
                  [**] call volume and AHT forecasts, which will vary no more
                  than [**] in call volume each day from the [**] forecast. If
                  the Final Forecast is not delivered in a timely fashion with
                  respect to a particular month, the appropriate [**] rolling
                  informational forecast shall be the Final Forecast for such
                  [**].

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            3.3.3. For informational purposes only, T-Mobile shall deliver a
                  [**] forecast.

      3.4.  StarTek will use [**] call volume forecasts provided by T-Mobile as
            the Final Forecast in accordance with this Agreement. This process
            is known as Interval Forecasting. StarTek will schedule the
            appropriate number of FTEs in [**] intervals to meet the service
            levels called for in the T-Mobile Final Forecast. This process is
            known as Interval Scheduling. StarTek will provide Interval
            Scheduling plans to T-Mobile [**] in advance after receiving a Final
            Forecast from T-Mobile. These Interval Scheduling plans will
            illustrate how StarTek plans to meet the Key Performance Indicator
            ("KPI") Service Level. The documented plans will include the number
            of required FTEs to meet the KPI Service Level, the number of
            scheduled agents, and the [**] Service Level Objectives.

      3.5.  StarTek will provide to T-Mobile all assumptions used to translate
            forecasts into scheduled FTEs.

      3.6.  T-Mobile and StarTek will cooperatively manage [**] schedule
            adjustments to manage actual call volumes.

      3.7.  T-Mobile and StarTek will mutually agree upon and participate in the
            preparation of other call volume forecasts, as reasonably required
            for the successful performance of the Programs. These may include,
            without limitation, [**]. As part of the support structure, StarTek
            will provide a National Resource Planning Analyst who will, among
            other things, assist T-Mobile in the development of call volume
            forecasts.

      3.8.  StarTek will recruit, train, and staff to a minimum of [**] of the
            forecasted FTEs and be able to handle [**] of the forecasted call
            volume. If the Final Forecast for a particular [**] is [** ] or more
            of the Final Forecast for the proceeding [**], StarTek may add
            additional staff to service such increase with the prior consent of
            T-Mobile, which consent shall not be unreasonably withheld.

      3.9.  If the Production FTE count falls [**] below the forecasted FTE,
            StarTek will recruit and hire agents to back-fill the attrition as
            long as T-Mobile is delivering a minimum of [**] of forecasted
            volume. The recruited agents must start training within [**] days of
            exceeding threshold. [**].

      3.10.If the FTE requirement drops [**] T-Mobile will work with StarTek in
            good faith to back-fill with additional business [**] as StarTek
            ramps down to the required FTEs. [**] the number of FTEs that will
            be included in the ramp down.

      3.11.The forecasts referred to above shall in no way represent a
            commitment from T-Mobile to provide volumes to StarTek, except for
            purposes of amounts payable by T-Mobile to StarTek as provided in
            this Section 3.12.

      3.12.Amounts payable to StarTek hereunder and the KPI calculation shall be
            based upon the following:

            3.12.1. When the [**] exceeds [**] of Final Forecast then StarTek
                  shall be paid for the actual handled minutes.

            3.12.2. When the [**] is less than [**] of the Final Forecasted call
                  volume, and StarTek is staffed at no less than [**] of Final
                  Forecasted required FTE, then StarTek shall be paid according
                  to the following formula: [**].

4.    AVERAGE HANDLE TIME. AHT is defined as the sum of average talk time; hold
      time while on a call, and after call work. StarTek agrees that the AHT
      objectives shall be [**] for English [**]. The AHT objective shall be less
      than or equal to a [**] for Spanish [**]. The AHT objectives may be
      changed upon mutual agreement of StarTek and T-Mobile based on rolling
      [**] trending results.

5.    RAMP. Ramp is defined as any required FTE increase necessary to
      accommodate call volume growth of greater than [**] of the call volume
      during the peak [**] of the prior [**].

6.    RAMP PLANS. For the purposes of this document a Ramp Plan is defined as a
      T-Mobile approved plan to add substantial FTEs to a current line of
      business or a

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      change to the current line of business with substantial additions to
      current StarTek FTEs that support T-Mobile services. StarTek must submit
      written Ramp Plans to T-Mobile for written approval by a T-Mobile
      operations manager or above.

      6.1.  In the event of a new ramp plan or a change to the [**] line of
            business supported by StarTek, the AHT monthly objectives will be
            adjusted depending upon the percentage of net growth training FTE
            graduates to the maximum headcount during the growth period. The
            attached worksheet is an example of the adjustments and will be
            subject to the AHT objectives agreed to as set forth in Section 4

7.    TRAINING.

      7.1.  Agents will be trained on the standard T-Mobile New Hire Training
            Curriculum. Training for the program shall be conducted in
            accordance with the T-Mobile New Hire Training Curriculum. Upon [**]
            written notice to StarTek, T-Mobile may change the T-Mobile New Hire
            Training Curriculum and the hours required for delivery. Prior to
            completion of training, T-Mobile will deliver all applicable
            application IDs. Sharing of application IDs is prohibited under
            T-Mobile policy. StarTek will establish procedures to prevent
            sharing of application IDs. Any agent who violates this policy will
            be promptly removed from the T-Mobile account.

      7.2.  Any new hire training conducted for net growth must be approved in
            writing by a T-Mobile training manager or above. Written approval
            must be attached to the invoice in order to substantiate billable
            new hire training. T-Mobile will be kept informed of all attrition
            training.

      7.3.  The ratio of trainers to trainees is not to exceed a classroom level
            of [**]. The two trainers can include a fully certified trainer with
            the support of a supervisor who has been through a certified
            training course.

      7.4.  All costs and expenses for training and training materials for new
            agents and any initial and program extension training, or changes or
            modifications to the program or continuation training that exceeds
            [**] shall be borne by [**]. Online options must be used in lieu of
            printed materials wherever reasonably available. All written
            materials must be reused where reasonable. [**] will not reimburse
            [**] for training or training materials utilized for
            attrition-related training. [**] shall not compensate [**] for any
            agent who does not complete the training and graduate from [**].
            Documented training trackers must accompany all invoices for
            approval of billed charges. Documentation must contain as much
            information as allowed by law. Information required includes by is
            not limited to: Agent name, agent training start date, attendance
            record, and assessment and quality scores. All Continuing Education
            classes are to be tracked via an auxiliary (AUX) or automatic call
            distributor (ACD) code and submitted monthly with reporting
            displaying agent's name, the exact amount of time spent in each
            training course, the name of each training course, and the total
            time in the month spent in Continuing Education training. It is
            StarTek's responsibility to deliver all appropriate training within
            the scheduled time frame, subject to service level considerations.

      7.5.  StarTek will schedule StreamLine read time not to exceed the amount
            of six (6) minutes per day, and no more than thirty (30) minutes per
            agent per week. Streamline read time must be measured via ACD or AUX
            code, or skillset, and reported monthly. Streamline read time will
            be billed at the hourly continuing education training rate and is
            subject to the [**] StarTek is responsible for as referenced in
            Section 7.4.

      7.6.  StarTek must not graduate any new hire agent from training/GMA to
            production if the agent has missed more than 8 hours in the training
            classroom or 16 hours in GMA. The agent must return to the classroom
            or GMA as applicable to make up missed time before graduating to
            production. T-Mobile must receive written documentation of the
            missed time and proof that the time has been made up before being
            considered ready for production. New agents

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            must also pass training assessments at 85% or better and score 2.6
            or higher in quality during GMA to graduate from training to
            production.

      7.7.  [**] requests for removal of personnel including, but not limited
            to, new trainers and any associated materials, [**].

      7.8.  If StarTek is not meeting the quality standards set forth in Section
            0 below and it is determined by T-Mobile that additional "skill set"
            training is required for StarTek representatives, [**] will bear the
            cost of the additional training.

      7.9.  T-Mobile curriculum is to be facilitated by Certified Facilitators.
            If StarTek does not have a certification course they will be
            required to use the T-Mobile certification course. Facilitators are
            required to be certified by either T-Mobile Learning and Development
            specialist or their own Certified Training Manager. Uncertified
            Supervisors/Operations Managers/Coaches or Team Leads cannot conduct
            New Hire Training.

      7.10.StarTek will abide by the documented training guidelines. Any changes
            to the documented training guidelines by T-Mobile must be provided
            to StarTek no less than [**] prior to implementation. Any changes
            materially impacting StarTek cost must be agreed to by both parties.

8.    ESCALATION PROCEDURES. StarTek shall utilize T-Mobile-provided escalation
      processes, to handle calls beyond the agent's scope of training or for
      management support of a customer issue. This process will ensure that each
      call that cannot be handled by the agent is then handled by the lead
      representative up through the manager before being transferred to T-Mobile
      for resolution. If a customer requires management support, the agent shall
      transfer the call to a manager. T-Mobile shall update all on-line job
      aides that define the escalation procedures for the program when any
      changes are made.

9.    [**]

      9.1.  [**]

      CUSTOMER CARE SYSTEMS. StarTek shall be responsible for costs associated
with workstations and local area networks (LAN) infrastructure equipped to run
the most recent version of the [**] deployed at the time of the implementation
of this Agreement. StarTek is hereby granted a license for the term of this
Agreement to use the [**] for the sole purposes of performing its obligations
under this Agreement. StarTek shall also provide the building, and
telecommunications switch for the Interactive Voice Response (IVR) system,
remote monitoring application and associated toll free number, Universal Power
Supply (UPS), desktop computers, office supplies, and dedicated workspaces in
each call center. [**] shall be responsible for costs associated with wide area
network (WAN) infrastructure, including, but not limited to, the WAN data
connectivity infrastructure, application/database servers, routers, and related
peripherals. [**] shall also be responsible for software required to support the
[**]. T-Mobile will be responsible for the [**], Knowledge Database, and Call
Tracking systems required to support the Services performed under this
Agreement.

      SYSTEMS USE AND DOWNTIME. Information given to callers or collected by
agents will be directly taken from and/or input into T-Mobile's systems. In the
event that T-Mobile's systems go down, StarTek shall capture call information in
Remedy, or on the downtime forms provided by T-Mobile. StarTek will be
instructed on procedures in each scenario as applicable by T-Mobile. If paper
forms are utilized, StarTek agrees that it shall then input information from
these downtime forms once the system is restored. Turnaround commitment to enter
downtime forms into T-Mobile's systems will be [**] from the time when
T-Mobile's systems are restored. If call volume does not allow for [**]
turnaround due to call volume meeting at least [**] of the forecasted volume,
another [**] input period shall be granted. Downtime forms will be destroyed
(shredded or burned) or sent to T-Mobile, as directed by T-Mobile, every [**].
StarTek will assign a special ACD tracking code to designate when specified
representatives are entering downtime form information into T-Mobile systems.
StarTek shall provide a downtime productivity reports to T-Mobile displaying
time in code, number of downtime forms processed and occupancy rate. T-Mobile
agrees to pay StarTek [**] (contingent upon meeting [**] per agent to be agreed
upon by both parties) for entering downtime

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information as stated in the Pricing Schedule set forth in Section 24 of this
Statement of Work.

10    OVERTIME.

      If the call volume exceeds the Final Forecast by more than [**], StarTek
      will so notify T-Mobile and will recruit trained agents to work overtime
      to support the call handling. Any overtime in excess of [**] of Final
      Forecasted volume must be authorized by T-Mobile operations manager or
      above. For T-Mobile authorized overtime T-Mobile will pay the overtime
      rate set forth in Section 0 for all volume handled in excess of [**] of
      the Final Forecast. The billable overtime minutes will be calculated as
      set forth in Section 0.

      The recruiting process for overtime shall be deployed as soon as the
      circumstance affecting the call volume variance is identified. If StarTek
      identifies the item at least [**] before the occurrence, StarTek shall use
      its commercially reasonable efforts to minimize the financial impact by
      changing schedules to support the staffing required. StarTek shall also
      recruit agents to work overtime on a [**] basis when the [**] call volume
      dictates additional staffing needs to maintain service goals.

      Except as provided above in Section 12.2, StarTek shall obtain written
      authorization from T-Mobile for any overtime that may be required or
      incurred for the performance of the Programs.

      T-Mobile authorized overtime as defined in section 0 will be calculated
      for purposed of invoice payment by multiplying the handled call volume in
      excess of [**] of Final Forecast by the [**], and dividing through by 60
      to get minutes.

SIGNIFICANT CHANGES. When significant changes occur to the processes utilized to
provide services, T-Mobile has the right to request information related to
compliance and execution of such changes.

      KPIS.The KPIs for Services performed hereunder shall be effective for
         purposes of bonus/penalty adjustments to the invoice, as set forth
         in Exhibit B. Service Level. Inbound [**] customer service calls: [**].

      Call Volume. [**].

      Call Quality. According to the results from the call quality observation
      process, as described below, with a minimum score of [**].

            For the purposes of ensuring Call Quality, StarTek and T-Mobile
            shall measure the agents' call quality using the following types of
            observations:

                  1.    T-Mobile observation;

                  2.    StarTek operations observation (4 per agent/month);

                  3.    StarTek quality observation (4 per agent/month)

            KPI performance is based upon T-Mobile scores only, whereas the
            function of the StarTek operations and quality observations is to
            provide immediate and monthly feedback to agents and StarTek
            management.

            For the purposes of billing, the scores for all of these
            observations will be [**]. The StarTek operations and StarTek
            quality observations must each be [**] If either the StarTek
            operations or the StarTek quality observation [**] not [**].
            T-Mobile may provide written approval of exception to this section 0
            given the number of outsourced issue tickets on T-Mobile
            observations.

            Calibration. StarTek operations managers shall attend the monthly
            T-Mobile calibration sessions for the line of business.

            The call quality observation form to be used in this process shall
            be provided by T-Mobile. Results shall be used to provide both
            immediate and monthly feedback to agents and StarTek management.
            StarTek will make best effort to provide each agent

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            with feedback/coaching within 24 hours of being monitored by
            T-Mobile, StarTek quality team or StarTek operations. StarTek shall
            keep written documentation of each agent session, signed by the
            agent, and available for review by T-Mobile upon request. The call
            quality scoring criteria used by StarTek will match that used by
            T-Mobile. StarTek must achieve a minimum voice quality score [**].
            Call monitoring feedback sessions will be held between the agent and
            the agent's direct supervisor. Any monitored calls using profanity
            or customer abuse as determined by T-Mobile will result in
            immediate, unchallenged agent termination from the T-Mobile program.

      Data Accuracy: StarTek must maintain a [**]. Data accuracy will be
      calculated by dividing the total number of erroneous [**] by the total
      number of [**] audited.

REPORTS. StarTek shall provide T-Mobile with standard call count reports and
performance reports on a [**] basis [**] by [**] for the previous [**] by [**]
for the previous [**], and [**] by [**] for the previous [**]. The reports shall
be in the format and contain the information mutually agreed upon between
StarTek and T-Mobile. StarTek shall provide report cards reflecting measurements
of the KPIs and all of the above metrics within [**] of each [**]. All reporting
fed by data from the switch is considered standard and is not subject to
non-standard report development costs. Hourly lines of business must have agent
detail payroll reports to substantiate that billable hours do not exceed actual
hours worked. T-Mobile and StarTek shall mutually agree upon any other reports
and the cost associated with the development of those reports. T-Mobile agrees
to follow the change management process defined by StarTek and agreed to by
T-Mobile when requesting changes to reports or additional information. If
T-Mobile requires material format changes to T-Mobile standard reports, T-Mobile
will be required to compensate StarTek for the development costs, based upon the
rate outlined in the Pricing Schedule set forth in Section 0 of this Statement
of Work and will be [**] prior to invoicing.

MONITORING. T-Mobile shall have the right, to the extent permitted by law and at
no additional expense, to monitor at any time (either on-site or remotely)
customer contact calls and/or specific agents to ensure compliance with
performance, operational and quality control standards. [**] must provide [**]
with a remote monitoring solution. There are two quality monitoring options
required: a [**] and a [**]. [**] would manage the [**] calls within [**] of
being [**]. [**] requires a minimum of [**] calls per agent per month [**]. [**]
must have the ability to monitor random calls as they come into the queue, or by
locating specific agents [**].

A.    HOLIDAYS. StarTek shall observe the following holiday schedule [**].
      T-Mobile shall compensate StarTek for holiday rates as identified in the
      Pricing Schedule set forth hereunder when applicable to the location where
      work is performed. Holiday rates apply to the actual holiday only.

            [**]                                    US HOLIDAYS
            [**]                              New Year's Day (Jan 1)
            [**]                         Memorial Day (last Monday in May)
            [**]                              Fourth of July (July 4)
            [**]                       Labor Day (first Monday in September)
            [**]                    Thanksgiving Day (4th Thursday in November)
            [**]                              Christmas (December 25)

SYSTEM DOWNTIME; FORCE MAJEURE.

         In the event StarTek determines that system maintenance is necessary,
         StarTek will notify T-Mobile of the need for such maintenance [**]
         prior to the maintenance, and will obtain the prior written approval of
         T-Mobile to schedule the time and duration of such maintenance. All
         routine maintenance shall be scheduled during off-peak system hours. In
         no event shall interruption of Services for disclosed and approved
         system maintenance constitute a failure of performance by StarTek if
         performed

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         in accordance with this Section 17. StarTek shall promptly report to
         T-Mobile any StarTek system failures, including information on the
         duration and impact.

         Except for T-Mobile's obligation to make payments for services actually
         performed, each Party's failure to perform shall be excused where such
         failure is a result of causes beyond its reasonable control. Such
         causes shall include without limitation acts of God, strikes, lockouts,
         riots, acts of war, epidemics, governmental regulations imposed after
         the fact, fire, communication line failures of third parties,
         vandalism, power failures by third parties, cables cut by third
         parties, earthquakes, floods or other similar catastrophes, terrorist
         activities, failure of the T-Mobile system or the Internet not related
         to StarTek's actions or inactions, any law, order, regulation,
         direction, action or request of any governmental entity or court or
         civil or military authority having jurisdiction over either of the
         parties, national emergencies, insurrections, riots, wars, strikes,
         lock outs, or work stoppages. In the event of failures to perform for
         [**] or more as a result of a force majeure, either Party may terminate
         the Agreement by giving written notice to the other Party. Any such
         notice of termination shall be effective upon receipt.

         Notwithstanding the foregoing or anything in the Agreement to the
         contrary, StarTek shall take commercially reasonable steps to ensure
         that the Services shall continue without interruption due to StarTek
         systems failure during the term of the Agreement by implementing [**]
         reasonably necessary to provide the Services with an up-time of [**]
         (not including scheduled maintenance), which shall include [**] and the
         like. The components and execution of this plan must be reviewed,
         updated, and tested semi annually and results reported to T-Mobile.

         Where downtime is a result of [**].

         Where downtime is a result of [**].

ALLOCATION OF RESOURCES. T-Mobile acknowledges that upon the occurrence of a
force majeure event or in instances of unusually high demand, demands on
StarTek's facilities may exceed such facilities available capacity. In any such
instance, StarTek shall, upon written notice to T-Mobile, be entitled to
equitably prioritize Services and otherwise curtail utilization of its
facilities in a manner so that any degradation to the Services provided to
T-Mobile is (unless agreed otherwise by T-Mobile in writing) no greater than the
level of degradation experienced by StarTek's other customers. Upon the request
of T-Mobile, StarTek shall provide T-Mobile with reasonable evidence of its
compliance with the foregoing.

RECRUITING REQUIREMENTS. StarTek recruiting efforts shall meet the following
requirements in the selection process of all personnel hired to perform the
T-Mobile services as describe in this SOW,. T-Mobile reserves the right to audit
the selection process.

         A mutually approved customer service assessment

         A behavioral interview

         Background checks, which shall include criminal records, are required
         and shall be completed before employment. Costs incurred for background
         checks associated with such criminal records shall be StarTek's
         responsibility.

STAFFING REQUIREMENTS. StarTek agrees to maintain the following staffing ratios:
[**]. StarTek agrees that all managers shall be full-time StarTek employees.
Subject to Section 21.1, StarTek will ensure that each person assigned to a
function has the necessary functional and T-Mobile-related training to
successfully perform the function. StarTek must provide specific agent
information up to what the law allows. Information required includes agent name,
agent ID, start date on T-Mobile line of business, assessment scores,
termination date from T-Mobile line of business, quality average.

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All support functions such as StarTek quality, instructional analysts, and
trainers must be housed within the site where the work for this line of business
is being performed unless otherwise agreed to in writing by T-Mobile.

         In addition, before a function is performed by an individual assigned
         to that function, StarTek shall verify that the necessary skills have
         been attained through the use of certification of skills program. If
         T-Mobile reasonably requests StarTek to remove any personnel performing
         Services pursuant to this Agreement, StarTek shall promptly comply with
         such request, within [**]. In support of this process, StarTek will do
         the following:

               Team leaders/supervisors shall go on-line to support customer
               calls each week for at least [**] calls per day (approximately
               [**]) to maintain their skills. The remainder of their time shall
               be used to support agent development, and to otherwise assist
               StarTek employees to perform the Services.

               Quality Assurance specialists shall go on-line to support
               customer calls each [**] for at least [**] (approximately [**])
               to maintain their skills.

               Managers, lead representatives, team leaders/supervisors and
               trainers must be full-time employees of StarTek and must have
               completed T-Mobile National Standard Curriculum Training.

               Supervisors will monitor a minimum of two (2) calls per agent per
               week.

FRAUD. StarTek shall implement and enforce T-Mobile policies and procedures as
well as StarTek's own procedures to detect and prevent handset or credit card
theft or other fraudulent activity by an employee or agent of StarTek. StarTek
shall cooperate with any T-Mobile investigation into handset or credit care
theft or other fraudulent activity by an employee or agent of StarTek. If an
employee or agent of StarTek is suspected of committing handset or credit card
theft or other fraudulent activity against T-Mobile, StarTek will promptly
notify T-Mobile of the suspected fraudulent activity and will provide T-Mobile
with information necessary to conduct an investigation, including but not
limited to the employee name, address, contact information, social security
number, emergency contact address and phone numbers, and any other information
that will assist in investigation of the suspected fraudulent activity. This
information will be provided to T-Mobile within 48 hours of the request from
T-Mobile.

StarTek will assume all responsibility for handset theft, credit card theft or
other fraudulent activity by an employee or agent of StarTek or their failure to
follow T-Mobile policies and procedures. [**] to the following address:

      T-Mobile USA, Inc.
      Attn:  Kevin Golas, Sr. Manager of Investigations
      794 Roble Road
      Allentown, PA  18109

[**] shall be made to T-Mobile within [**] of the date the outsourced vendor
receives an [**].

T-Mobile reserves the right to prosecute any employee or agent of StarTek that
committed fraud against T-Mobile or a customer of T-Mobile.

BILLABLE MINUTES: For purposes of this Agreement, "Billable Minutes " is defined
as:

         [**] multiplied by the [**] when [**] is delivered to StarTek.

         In the event where less than [**] is delivered to StarTek, amounts
         payable to StarTek shall be based upon [**]

         During system downtime as a result of [**], amounts payable to StarTek
      shall be based upon the [**.] Where actual AHT is unavailable [**] the
      lesser of 100% [**] will be substituted

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         StarTek shall be paid an [**] as listed in Section 0 for the actual
         minutes of processing downtime forms as detailed in the required ACD
         productivity reports displaying time in code and number of forms
         processed. .

         During system downtime as a result of a StarTek failure outside the
         definitions provided for in Section6, and StarTek is unable to accept
         the call volume T-Mobile is otherwise prepared to provide it, for the
         purposes of determining KPI penalties, StarTek will use the forecasted
         volume to determine service levels for those downtime intervals.

         Overtime will be calculated by interval using the following formula:
         interval handled call volume in excess of [**] multiplied by the lesser
         of [**] of the KPI AHT and interval AHT, and divided through by 60 to
         obtain minutes. These are the billable overtime minutes where T-Mobile
         has solicited and provided written approval of overtime.

SERVICE LEVELS /BREACH OF SERVICE LEVELS. StarTek shall meet or exceed the Key
Performance Indicator Service Levels as provided in Performance Pricing Matrix
in Exhibit B. Performance outside of the neutral zone of the specified Key
Performance Indicators will result in increases/deductions to the overall price
per minute as provided in Exhibit B.

         In the event that StarTek negatively performs any of the Key
         Performance Indicators, in performance subject to deductions in
         payment/pricing (not neutral or bonus-able performance) as specified in
         Performance Price Matrix in Exhibit B, for a consecutive period of
         [**], StarTek shall be in breach of this Agreement. StarTek shall
         prepare a plan to cure the breach and shall have [**] from the date of
         the first date of failure in which to cure the breach. In the event
         that StarTek fails to cure the breach within the [**] period from the
         date of the first date of failure, T-Mobile may terminate the Agreement
         for StarTek's breach.

PRICING SCHEDULE. T-Mobile shall pay StarTek for Services as provided in the
following schedule.

         [Interim Pricing. Interim prices apply until such time StarTek meets a
         mutually agreed upon percent of call handled to forecast for [**] from
         effective date of this agreement; however no later [**]

               Standard Rate: [**]
               Holiday Rate: [**]
               Overtime Rate: [**]
               Spanish Standard Rate:[**]
               Spanish Holiday Rate: [**]
               Overtime Rate: [**]

         [Premium Pricing. Premium Pricing shall apply after StarTek performs as
         stated in Section 25.1 for [**]; however no later than [**].

               Standard Rate: [**]
               Holiday Rate: [**]
               Overtime Rate: [**]
               Spanish Standard Rate: [**]
               Spanish Holiday Rate: [**]
               Spanish Overtime Rate: [**]
         [**].
               [**]
               [**]
               [**]
               [**]
               [**]
               [**]
               [**]
               [**]

                                      [**]
                                    Exhibit B
                      ALL FIGURES ON EXHIBIT B ARE REDACTED
                                      [**]

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                                   EXHIBIT A-2

                            STATEMENT OF WORK - [**]

This Statement of Work, Exhibit A-2 is incorporated into that certain T-Mobile
USA Service Partner Services Agreement ("Agreement") dated August 1, 2005 by and
between T-Mobile USA, Inc. ("T-Mobile") and StarTek USA, Inc. ("StarTek"). The
Statement of Work shall be effective as of August 1, 2005 and the defined terms
used in this Statement of Work shall have the meanings provided in the Agreement
unless expressly defined herein

1.    GENERAL. StarTek will handle [**] work for T-Mobile. StarTek will maintain
      a dedicated program (i.e., StarTek's dedicated representatives shall
      handle only T-Mobile work, StarTek's team supervisors shall support only
      T-Mobile dedicated representatives and StarTek USA, Inc.'s team managers
      will support only T-Mobile dedicated team supervisors.) to perform the
      Services.

2.    HOURS OF OPERATION. Except as otherwise set forth herein, the hours of
      operation will be [**]. Any change to the hours of operation on a T-Mobile
      line of business at any site by StarTek requires written request and
      approval by a T-Mobile Vice President of the change. Any change to the
      hours of operation on a T-Mobile line of business at any site by T-Mobile
      requires written notification to StarTek. Any closure of a site or 100%
      reallocation of headcount to another site in which a T-Mobile line of
      business resides requires written notice to T-Mobile [**] in advance of
      the closure or reallocation. Any reallocation of headcount (not due to
      forecast change) to another site [**] of the total line of business
      headcount requires written notice to T-Mobile [**] in advance. StarTek
      will provide a comprehensive written plan as to how StarTek will maintain
      services to the line of business to mitigate impact and prevent tangible
      and intangible cost to T-Mobile.

3.    CALL VOLUME AND FORECASTING.

      For the purposes of meeting the forecast, StarTek will utilize full time
      equivalents ("FTEs") in accordance with this Statement of Work. An FTE is
      defined as [**] Customer Facing Employee [**]. An FTE is not equivalent to
      headcount.

      FTEs will be classified into the following categories:

      3..1. Production FTE, which includes FTEs who are agents productive to the
            line of business

      3..2. Training FTE, which includes FTEs who are currently in training and
            not productive to the line of business

      3..3. Get More Academy ("GMA") FTE, which includes FTEs who are productive
            to the line of business at least part of their day, but are still in
            training

      3..4. Leave of Absence ("LOA") FTE, which includes all FTEs who cannot be
            classified into Production, Training, or GMA.

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            T-Mobile will regularly prepare and deliver to StarTek the following
            forecasts for the services to support the proper planning of the
            infrastructure required to support the programs:

            3..1. T-Mobile shall deliver a [**] rolling informational forecast
                  to StarTek on or before the 15th day of each month (the
                  "[**]"), which shall contain forecasted [**] call volumes.

            3..2. T-Mobile shall deliver a final forecast to the StarTek no less
                  than 45 days before the 1st day of each [**] for which the
                  forecast is made, which shall contain a [**] call volume and
                  Average Handle Time ("AHT") forecast by [**] interval (the
                  "Final Forecast"). The Final Forecast will contain an updated
                  [**] call volume and AHT forecasts, which will vary no more
                  than [**] in call volume each day from the [**]. If the Final
                  Forecast is not delivered in a timely fashion with respect to
                  a particular month, the appropriate [**] rolling informational
                  forecast shall be the Final Forecast for such [**].

            3..3. For informational purposes only, T-Mobile shall deliver a [**]
                  forecast.

            StarTek will provide to T-Mobile all assumptions used to translate
            forecasts into scheduled FTE.

            T-Mobile and StarTek will mutually agree upon and participate in the
            preparation of other work volume forecasts, as reasonably required
            for the successful performance of the Programs for this line of
            business. These may include, without limitation, [**]. As part of
            the support structure, StarTek will provide a National Resource
            Planning Analyst who will, among other things, assist T-Mobile in
            the development of work volume forecasts.

            StarTek will recruit, train, and staff to a minimum of [**] of the
            forecasted FTE and be able to handle [**] of the forecasted work
            volume. If the Final Forecast for a particular [**] is [**] or more
            of the Final Forecast for the proceeding [**], StarTek may add
            additional staff to service such increase with the prior consent of
            T-Mobile, which consent shall not be unreasonably withheld.

            If the Production FTE count falls [**] below the forecasted FTE,
            StarTek will recruit and hire agents to back-fill the attrition. The
            recruited agents must start training within fourteen (14) days of
            exceeding threshold. The associated training costs are the
            responsibility of the StarTek and are not billable to T-Mobile.

            If the FTE requirement drops [**], T-Mobile will work with StarTek
            in good faith to back-fill with additional business [**] as StarTek
            ramps down to the required FTEs. T-Mobile and StarTek will mutually
            agree in writing on the number of FTEs that will be included in the
            ramp down.

4.    PRODUCTIVITY SPECIFIC TO WORKLOAD TYPE. T-Mobile and StarTek will agree on
      productivity measurements specific to the line of business.

5.    RAMP. Ramp is defined as any required FTE increase necessary to
      accommodate work volume growth of greater than [**] of the call/work
      volume during the peak [**] of the prior [**].

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6.    RAMP PLANS. For the purposes of this document a Ramp Plan is defined as a
      T-Mobile approved plan to add substantial FTEs to a current line of
      business or a change to the current line of business with substantial
      additions to current StarTek FTEs that support T-Mobile services. StarTek
      must submit written Ramp Plans to T-Mobile for written approval by a
      T-Mobile operations manager or above.

7.    TRAINING.

      Agents will be trained on the T-Mobile standard New-Hire Training
      Curriculum. Training for the program shall be in accordance with the
      T-Mobile New Hire Training Curriculum. Upon [**] written notice to
      StarTek, T-Mobile may change the T-Mobile New Hire Training Curriculum and
      the hours required for delivery. Prior to completion of training, T-Mobile
      will deliver all applicable application Ids to StarTek. Sharing of
      application IDs is prohibited under T-Mobile policy. StarTek will
      establish procedures to prevent sharing of application IDs. Any agent who
      violates this policy will be promptly removed from the T-Mobile account.

      Any new hire training conducted for net growth must be approved in writing
      by a T-Mobile training manager or above. Written approval must be attached
      to the invoice in order to substantiate billable new hire training.
      T-Mobile will be kept informed of all attrition training.

      All agent-level training-period performance, including attendance,
      quality, and assessment scores, regardless of whether net growth or
      attrition-related, will be reported [**] to [**] invoice.

      The ratio of trainers to trainees is not to exceed a classroom level of
      [**]. The [**] trainers can include a full-certified trainer with the
      support of a supervisor who has been through a certified training course.

      All costs and expenses for training and training materials for new agents
      and any initial and program extension training, or changes or
      modifications to the program or continuation training that exceeds [**]
      shall be borne by [**]. Online options must be used by StarTek in lieu of
      printed materials wherever reasonably available. All written materials
      must be reused by StarTek where reasonable. [**] will not reimburse for
      training or training materials utilized for attrition-related training.
      [**] shall not compensate [**] for any agent who does not complete the
      training and graduate from [**]. Documented training trackers must
      accompany all invoices for approval of billed charges. Documentation must
      contain as much information as allowed by law. Information required but
      not limited to: Agent name, agent training start date, attendance record,
      and assessment and quality scores. All Continuing Education classes are to
      be tracked via auxiliary (AUX) or automatic call distributor (ACD) code
      and submitted monthly with reporting displaying agent's name, the exact
      amount of time spent in each training course, the name of each training
      course, and the total time in the month spent in Continuing Education
      training. It is StarTek's responsibility to deliver all appropriate
      training within the scheduled time frame, subject to service level
      considerations.

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      StarTek will schedule Streamline read time not to exceed the amount of six
      (6) minutes per day, no more than thirty (30) minutes per agent per week.
      Streamline read time must be measured via ACD or AUX code, or via skill
      set, and reported monthly. Streamline read time will be billed at the
      hourly continuing education training rate and is subject to the [**]
      StarTek is responsible for as referenced in section 0.

      StarTek must not graduate any new hire agent from training/GMA to
      production if the agent has missed more than 8 hours in the training
      classroom, or 16 hours in GMA. The agent must return to the classroom or
      GMA as applicable to make up missed time before graduating to production.
      T-Mobile must receive written documentation of the missed time and proof
      that the time has been made up before being considered ready for
      production. New agents must also pass training assessments at [**] or
      higher in quality reviews during GMA to graduate from training to
      production.

      [**] [**] requests for removal of personnel, including, but not limited
      to, new trainers and any associated materials, [**].

      If StarTek is not meeting the quality standards set forth in Section 14
      below and it is determined by T-Mobile that additional "skill set"
      training is required for the StarTek representatives, [**] will bear the
      cost of the additional training.

      T-Mobile curriculum is to be facilitated by Certified Facilitators.
      Certification is to be provided by the StarTek. If the StarTek does not
      have a certification course they will be required to use the T-Mobile
      approved certification course. Facilitators are required to be certified
      by either T-Mobile Learning and Development specialist or a StarTek
      Certified Training Manager. Non-certified Supervisors/Operations
      Managers/Coaches or Team Leads cannot conduct New Hire Training.

      StarTek will abide by the documented training guidelines.

8.    ESCALATION PROCEDURES. StarTek shall utilize T-Mobile-provided escalation
      processes, to handle calls beyond the agent's scope of training or for
      management support of a customer issue. This process will ensure that each
      call that cannot be handled by the agent is then handled by the lead
      representative up through to the manager before being transferred to
      T-Mobile for resolution. If a customer requires management support, the
      agent shall transfer the call to a manager. T-Mobile shall update all
      on-line job aides that define the escalation procedures for the program
      when any changes are made.

9.    [**]

      9..1. [**]

10.   CUSTOMER CARE SYSTEMS. StarTek shall be responsible for costs associated
      with workstations and local area network (LAN) infrastructure equipped to
      run the most recent version of the [**] deployed at the time of the
      implementation of this Agreement. StarTek is hereby granted a license for
      the term of this Agreement to use the [**] for the sole purposes of
      performing its obligations under this Agreement. StarTek shall also
      provide the building and telecommunications

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      switch for the Interactive Voice Response (IVR) system, remote monitoring
      application and associated toll free number, Universal Power Supply (UPS),
      desktop computers, office supplies, and dedicated workspaces in each call
      center. [**] shall be responsible for costs associated with wide area
      network (WAN) infrastructure (including, but not limited to, the WAN data
      connectivity infrastructure, application/database servers, routers, and
      related peripherals. [**] shall also be responsible for software required
      to support the [**]. T-Mobile will be responsible for the [**], Knowledge
      Database, and Call Tracking systems required to support the Services
      performed under this Agreement.

11.   SYSTEMS USE AND DOWNTIME. Information given to callers or collected by
      agents will be directly taken from and/or input into T-Mobile's systems.
      In the event that T-Mobile's systems go down, StarTek shall capture call
      information in Remedy, or on the downtime forms provided by T-Mobile.
      StarTek will be instructed on procedures in each scenario as applicable by
      T-Mobile. If paper forms are utilized, StarTek agrees that it shall then
      input information from these downtime forms once the system is restored.
      Turnaround commitment to enter downtime forms into T-Mobile's systems will
      be [**] from the time when T-Mobile's systems are restored. If call volume
      does not allow for [**] turnaround due to call volume meeting at least
      [**] of the forecasted volume, another [**] input period shall be granted.
      Downtime forms will be destroyed (shredded or burned) or sent to T-Mobile,
      as directed by T-Mobile, every [**]. StarTek will assign a special ACD
      tracking code to designate when specified representatives are entering
      downtime form information into System. StarTek shall provide a downtime
      productivity report to T-Mobile displaying time in code, number of
      downtime forms processed and occupancy rate. T-Mobile agrees to pay
      StarTek the [**] (contingent upon meeting [**] per rep to be agreed upon
      by both parties) for entering downtime information as stated in the
      Pricing Schedule set forth in Section 24 of this Statement of Work.

12.   OVERTIME.

      If the daily work volume will exceed the Final Forecast by more than [**],
      StarTek will so notify T-Mobile and will recruit trained agents to work
      overtime to support the work handling. If the Final Forecast is within
      [**], StarTek must recruit agents to work overtime to cover the shortage
      and StarTek shall be responsible for any overtime expenses. Any additional
      staffing required for call volume over [**] of Final Forecast must be
      approved by T-Mobile in advance. T-Mobile will pay the overtime rate for
      all approved overtime.

      The recruiting process for overtime shall be deployed as soon as the
      circumstance affecting the call volume variance is identified. If StarTek
      identifies the item at least [**] before the occurrence, StarTek shall use
      its commercially reasonable efforts to minimize the financial impact by
      changing schedules to support the staffing required. StarTek shall also
      recruit agents to work overtime on a [**] basis when the [**] call volume
      dictates additional staffing needs to maintain service goals.

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      Except as provided above in Section 12.2, StarTek shall obtain written
      authorization from T-Mobile for any overtime that may be required or
      incurred for the performance of the Programs.

      A reasonable estimate for the amount of overtime necessary to meet the
      Service Level will be provided to T-Mobile for written approval. Overtime
      need should be driven by call/work [**] of the forecast. Overtime
      resulting from staffing [**].

13.   SIGNIFICANT CHANGES. When significant changes occur to the processes
      utilized to provide services, T-Mobile has the right to request
      information related to compliance and execution of such changes.

14.   KPIS. The KPIs for services performed here under shall be as follows:

      Data Accuracy Goal: [**]

      B2B and B2C Turnaround Time:

      14..1. [**]

      14..2. [**]

15.   REPORTS StarTek shall provide T-Mobile with [**] statistics that outline
      the number of FTP (define) Activation Orders activated and Inbound
      transfers handled on a [**] basis for the previous [**] by [**]. StarTek
      shall provide each of T-Mobile's [**] Vendors with an [**] outlining, at a
      minimum, [**] If a T-Mobile [**] Vendor requires significant material
      format changes to T-Mobile standard reports, T-Mobile will be required to
      compensate StarTek for the development costs, based upon the rate outlined
      in the Pricing Schedule set forth in Section 25 of this Statement of Work
      and will be [**] prior to invoicing. StarTek shall provide T-Mobile with a
      method of tracking work requests received via any inbound channel for the
      purpose of record keeping and escalation investigation. All records will
      be kept in an accessible database for the period of [**] year before
      archiving electronically.

16.   MONITORING. T-Mobile shall have the right, to the extent permitted by law
      and at no additional expense, to monitor at any time (either on-site or
      remotely) customer contact calls and/or specific agents to ensure
      compliance with performance, operational and quality control standards.
      [**] must provide [**] with a remote monitoring solution. There are two
      quality monitoring options required: a [**] and a [**]. [**] will manage
      the [**] calls within [**] of being [**]. [**] requires a minimum of [**]
      calls per agent per month [**]. [**] must have the ability to monitor
      random calls as they come into the queue, or by locating specific agents
      [**].

A.    HOLIDAYS. StarTek shall observe the following holiday schedule [**].
      T-Mobile shall compensate StarTek for holiday rates as identified in the
      Pricing Schedule set forth hereunder when applicable to the location where
      work is performed. Holiday rates apply to the actual holiday only.

                    [**]                            US HOLIDAYS
                    [**]                      New Year's Day (Jan 1)

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                    [**]                 Memorial Day (last Monday in May)
                    [**]                      Fourth of July (July 4)
                    [**]               Labor Day (first Monday in September)
                    [**]            Thanksgiving Day (4th Thursday in November)
                    [**]                      Christmas (December 25)

17.   SYSTEM DOWNTIME; FORCE MAJEURE.

      In the event StarTek determines that system maintenance is necessary,
      StarTek will notify T-Mobile of the need for such maintenance five [**]
      prior to the maintenance, and will obtain the prior written approval of
      T-Mobile to schedule the time and duration of such maintenance. All
      routine maintenance shall be scheduled during off-peak system hours. In no
      event shall interruption of Services for prior disclosed and approved
      system maintenance constitute a failure of performance by StarTek if
      performed in accordance with this Section 17. StarTek shall promptly
      report to T-Mobile any StarTek system failures, including information on
      the duration and impact.

      Except for T-Mobile's obligation to make payments for services actually
      performed, each Party's failure to perform shall be excused where such
      failure is a result of causes beyond its reasonable control. Such causes
      shall include without limitation acts of God, strikes, lockouts, riots,
      acts of war, epidemics, governmental regulations imposed after the fact,
      fire, communication line failures of third parties, vandalism, power
      failures by third parties, cables cut by third parties, earthquakes,
      floods or other similar catastrophes, terrorist activities, failure of the
      T-Mobile system or the Internet not related to StarTek's actions or
      inactions, any law, order, regulation, direction, action or request of any
      governmental entity or court or civil or military authority having
      jurisdiction over either of the parties, national emergencies,
      insurrections, riots, wars, strikes, lock outs, or work stoppages. In the
      event of failures to perform for [**] or more as a result of a force
      majeure, either Party may terminate the Agreement by giving written notice
      to the other Party. Any such notice of termination shall be effective upon
      receipt.

      Notwithstanding the foregoing or anything in the Agreement to the
      contrary, StarTek shall take commercially reasonable steps to ensure that
      the Services shall continue without interruption due to a StarTek systems
      failure during the term of the Agreement by implementing [**] reasonably
      necessary to provide the Services with an up-time of [**] (not including
      scheduled maintenance), which shall include [**] and the like. The
      components and execution of this plan must be reviewed, updated, and
      tested semi-annually and results reported to T-Mobile.

18.   ALLOCATION OF RESOURCES. T-Mobile acknowledges that upon the occurrence of
      a force majeure event or in instances of unusually high demand, demands on
      StarTek's facilities may exceed such facilities available capacity. In any
      such instance, StarTek shall, upon written notice to T-Mobile, be entitled
      to equitably prioritize Services and otherwise curtail utilization of its
      facilities in a manner so that any degradation to the Services provided to
      T-Mobile is (unless agreed

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      otherwise by T-Mobile in writing) no greater than the level of degradation
      experienced by StarTek's other customers. Upon the request of T-Mobile,
      StarTek shall provide T-Mobile with reasonable evidence of its compliance
      with the foregoing.

19.   RECRUITING REQUIREMENTS. StarTek recruiting efforts shall meet the
      following requirements in the selection process of all personnel hired to
      perform the T-Mobile services as described in this Statement of Work.
      T-Mobile reserves the right to audit the selection process.

      A mutually approved customer service assessment

      A behavioral interview

      Background checks, which shall include criminal records, are required and
      shall be completed before employment. Costs incurred for background checks
      associated with such criminal records [**]

20.   STAFFING REQUIREMENTS. StarTek agrees to maintain the following staffing
      ratios: [**] StarTek agrees that all managers shall be full-time StarTek
      employees. Subject to Section 21.1, StarTek will ensure that each person
      assigned to a function has the necessary functional and T-Mobile-related
      training to successfully perform the function. StarTek must provide
      specific agent information up to what the law allows. Information required
      includes agent name, T-Mobile agent IDs, start date on T-Mobile line of
      business, assessment scores, termination date from T-Mobile line of
      business, quality average.

21.   All support functions such as StarTek quality, instructional analysts, and
      trainers must be housed within the site where the work is being performed
      unless otherwise agreed to in writing by T-Mobile.

      In addition, before a function is performed by an individual assigned to
      that function, StarTek shall verify that the necessary skills have been
      attained through the use of certification of skills program. If T-Mobile
      reasonably requests StarTek to remove any personnel performing Services
      pursuant to this Agreement, StarTek shall promptly comply with such
      request, within [**]. In support of this process, StarTek will do the
      following:

      21..1.Team leaders/supervisors shall perform productive work for at least
            [**] to maintain their skills. The remainder of their time shall be
            used to support agent development, and to otherwise assist StarTek
            employees to perform the Services.

      21..2. Quality Assurance specialists shall perform productive work for at
            least [**] to maintain their skills.

      21..3. Managers, lead representatives, team leaders/supervisors and
            trainers must be full-time employees of StarTek and must have
            completed T-Mobile National Standard Curriculum Training.

      21..4. Supervisors will audit a mutually agreeable amount of agent work
            per week for accuracy.

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22.   FRAUD. StarTek shall implement and enforce T-Mobile policies and
      procedures as well as StarTek's own procedures to detect and prevent
      handset or credit card theft or other fraudulent activity by an employee
      or agent of StarTek StarTek shall cooperate with any T-Mobile
      investigation into handset or credit care theft or other fraudulent
      activity by an employee or agent of StarTek. If an employee or agent of
      StarTek is suspected of committing handset or credit card theft or other
      fraudulent activity against T-Mobile, StarTek will promptly notify
      T-Mobile of the suspected fraudulent activity and will provide T-Mobile
      with information necessary to conduct an investigation, including but not
      limited to the employee name, address, contact information, social
      security number, emergency contact address and phone numbers, and any
      other information that will assist in investigation of the suspected
      fraudulent activity. This information will be provided to T-Mobile within
      48 hours of the request from T-Mobile.

  StarTek will assume all responsibility for handset theft, credit card theft or
  other fraudulent activity by an employee or agent of StarTek or their failure
  to follow T-Mobile policies and procedures. [**] to the following address:

         T-Mobile USA, Inc.
         Attn:  Kevin Golas, Sr. Manager of Investigations
         794 Roble Road
         Allentown, PA  18109

  [**] shall be made to T-Mobile within [**] of the date StarTek receives an
  [**].

  T-Mobile reserves the right to prosecute any employee or agent of StarTek who
  committed fraud against T-Mobile or a customer of T-Mobile.

23.   BILLABLE HOURS: For purposes of this Agreement, "Billable Hours" is
      defined as:

      Hours [**]to [**], which [**]

      [**] hours shall not exceed the [**] unless increased workload is [**] and
      is [**] in writing.

24.   SERVICE LEVELS /BREACH OF SERVICE LEVELS. StarTek shall meet or exceed the
      Key Performance Indicator Service Levels as provided in Section 14.

      In the event that StarTek negatively performs any of the Key Performance
      Indicators for a consecutive period of [**], StarTek shall be in breach of
      this Agreement. StarTek shall prepare a plan to cure the breach and shall
      have [**] from the date of the first date of failure in which to cure the
      breach. In the event that StarTek fails to cure the breach within the [**]
      period from the date of the first date of failure, T-Mobile may terminate
      the Agreement for StarTek's breach.

25.   PRICING SCHEDULE. T-Mobile shall pay StarTek for Services as provided in
      the following schedule:

      PRODUCTION PRICING.

      25..1. Standard Rate: [**]

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      25..2. Holiday Rate: [**]

      25..3. Overtime Rate: [**]

      AGENT TRAINING.

      25..1. [**]

      25..2. [**]

      25..3. [**]

      25..4. [**]

      25..5. [**]

      25..6. [**]

      25..7. [**]

      25..8. [**]

      25..9. [**]

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                                   EXHIBIT A-3

                            STATEMENT OF WORK - [**]

This Statement of Work, Exhibit A-5 is incorporated into that certain T-Mobile
USA Service Partner Services Agreement ("Agreement") dated August 1, 2005 by and
between T-Mobile USA, Inc. ("T-Mobile") and StarTek USA, Inc. ("StarTek"). The
Statement of Work shall be effective as of August 1, 2005 and the defined terms
used in this Statement of Work shall have the meanings provided in the Agreement
unless expressly defined herein

1.    GENERAL. StarTek will handle inbound [**] calls for T-Mobile. StarTek will
      maintain a dedicated program (i.e., StarTek's dedicated representatives
      shall handle only T-Mobile calls, StarTek's team supervisors shall support
      only T-Mobile dedicated representatives and StarTek's team managers will
      support only T-Mobile dedicated team supervisors.) to perform the
      Services.

2.    HOURS OF OPERATION. Except as otherwise set forth herein, the hours of
      operation [**]. Any change to the hours of operation on a T-Mobile line of
      business at any site by StarTek requires written request and approval by a
      T-Mobile Vice President of the change. Any change to the hours of
      operation on a T-Mobile line of business at any site by T-Mobile requires
      written notification to StarTek. Any closure of a site or 100%
      reallocation of headcount to another site in which a T-Mobile line of
      business resides requires written notice to T-Mobile of [**] in advance of
      the closure or reallocation. Any reallocation of headcount (not due to
      forecast change) to another site [**] of the total [**] headcount requires
      written advanced notice to T-Mobile [**] StarTek will provide a
      comprehensive written plan as to how StarTek will maintain services of
      line of business to mitigate impact and prevent tangible and intangible
      cost to T-Mobile

3.    CALL VOLUME AND FORECASTING.

      3.1.  For the purposes of meeting the forecast, StarTek will utilize full
            time equivalents ("FTEs") in accordance with this Statement of Work.
            An FTE is defined as [**] Customer Facing Employee [**]. An FTE is
            not equivalent to a headcount.

      3.2.  FTEs will be classified into the following categories:

            3.2.1. Production FTE, which includes FTEs who are agents productive
                  to the line of business

            3.2.2. Training FTE, which includes FTEs who are currently in
                  training and not productive to the line of business

            3.2.3. Get More Academy ("GMA") FTE, which includes FTEs who are
                  productive to the line of business at least part of their day,
                  but are still in training

            3.2.4. Leave of Absence ("LOA") FTE, which includes all FTEs who
                  cannot be classified into Production, Training, or GMA.

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      3.3.  T-Mobile will regularly prepare and deliver to StarTek the following
            forecasts for the services to support the proper planning of the
            infrastructure required to support the programs:

            3.3.1. T-Mobile shall deliver a [**] rolling informational forecast
                  to StarTek on or before the 15th day of each month (the
                  "[**]"), which shall contain forecasted [**] call volumes.

            3.3.2. T-Mobile shall deliver a final forecast to StarTek no less
                  than 45 days before the 1st day of each [**] for which the
                  forecast is made, which shall contain a daily call volume and
                  Average Handle Time ("AHT") forecast by [**] interval (the
                  "Final Forecast"). The Final Forecast will contain an updated
                  [**] call volume and AHT forecasts, which will vary no more
                  than [**] in call volume each day from the [**]. If the Final
                  Forecast is not delivered in a timely fashion with respect to
                  a particular month, the appropriate [**] rolling informational
                  forecast shall be the Final Forecast for such [**].

            3.3.3. For informational purposes only, T-Mobile shall deliver a
                  [**] forecast.

      3.4.  StarTek will use [**] call volume forecasts provided by T-Mobile as
            the Final Forecast in accordance with this Agreement. This process
            is known as Interval Forecasting. StarTek will schedule the
            appropriate number of FTEs in [**] intervals to meet service levels
            outlined in the T-Mobile Final Forecast. This process is known as
            Interval Scheduling. StarTek will provide Interval Scheduling plans
            to T-Mobile as a [**] look ahead after receiving a Final Forecast
            from T-Mobile. These Interval Scheduling plans will illustrate how
            StarTek plans to meet the Key Performance Indicator (KPI) Service
            Level. The documented plans will include the number of required FTEs
            to meet the KPI Service Level, the number of scheduled agents, and
            the [**] Service Level Objectives.

      3.5.  StarTek will provide to T-Mobile USA all assumptions used to
            translate forecasts into scheduled FTEs.

      3.6.  T-Mobile and StarTek will cooperatively manage [**] schedule
            adjustments to manage actual call volumes.

      3.7.  T-Mobile and StarTek will mutually agree upon and participate in the
            preparation of other call volume forecasts, as reasonably required
            for the successful performance of the Programs. These may include,
            without limitation, [**]. As part of the support structure, StarTek
            will provide a National Resource Planning Analyst who will, among
            other things, assist T-Mobile in the development of call volume
            forecasts.

      3.8.  StarTek will recruit, train, and staff to a minimum of [**] of the
            forecasted FTE and be able to handle [**] of the forecasted call
            volume. If the Final Forecast for a particular [**] is [**] or more
            of the Final Forecast for the proceeding [**], StarTek may add
            additional staff to service such increase with the prior consent of
            T-Mobile, which consent shall not be unreasonably withheld.

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      3.9.  If the Production FTE count falls [**] below the forecasted FTE,
            StarTek will recruit and hire agents to back-fill the attrition as
            long as T-Mobile is delivering a minimum of [**] of forecasted
            volume. The recruited agents must start training within [**] days of
            exceeding threshold. [**]

      3.10. If the FTE requirement drops [**], T-Mobile will work with StarTek
            in good faith to back-fill with additional business [**] as StarTek,
            Inc. ramps down to the required FTEs. T-Mobile and StarTek will
            mutually agree in writing on the number of FTEs that will be
            included in the ramp down.

      3.11. The forecasts referred to above shall in no way represent a
            commitment from T-Mobile to provide volumes to StarTek, except for
            purposes of amounts payable by T-Mobile to StarTek as provided in
            this Section 3.12.

      3.12. Amounts payable to StarTek hereunder and the KPI calculation shall
            be based upon the following:

            3.12.1. When the [**] exceeds [**] of Final Forecast then StarTek
                  shall be paid for the [**]

            3.12.2. When the [**] is less than [**] of the Final Forecasted call
                  volume, and StarTek is staffed at no less than [**] of the
                  required Final Forecasted FTE, then StarTek shall be paid
                  according to the following formula: [**].

4.    AVERAGE HANDLE TIME. Average Handle Time ("AHT") is defined as the sum of
      average talk time; hold time while on a call, and after call work. StarTek
      agrees that the AHT objectives shall be [**] for English Activations. The
      AHT objective shall be less than or equal to a [**]. The AHT objectives
      may be changed upon mutual agreement of StarTek and T-Mobile USA based on
      rolling [**] trending results.

5.    RAMP. Ramp is defined as any required FTE increase necessary to
      accommodate call volume growth of greater than [**] of the volume in the
      peak [**] of the prior [**].

6.    RAMP PLANS. For the purposes of this document a Ramp Plan is defined as a
      T-Mobile approved plan to add substantial FTEs to a current line of
      business or a change to the current line of business with substantial
      additions to current StarTek FTEs that support T-Mobile services. StarTek
      must submit written Ramp Plans to T-Mobile for written approval by a
      T-Mobile operations manager or above.

      6.1.  In the event of a new ramp plan or a change to the [**] line of
            business supported by StarTek, the AHT monthly objectives will be
            adjusted depending upon the percentage of net growth in training FTE
            graduates to the maximum headcount during the growth period. The
            embedded MS Excel worksheet is an example of the adjustments and
            will be subject to the AHT objectives agreed to as set forth in
            Section 4 A printed example is shown in Exhibit C.

7.    TRAINING.

      7.1.  Agents will be trained on the standard T-Mobile standard New Hire
            Training Curriculum. Training for the program shall be conducted in
            accordance with the T-Mobile New Hire Training Curriculum. Upon [**]
            written notice to StarTek,

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            T-Mobile may change the T-Mobile New Hire Training Curriculum and
            the hours required for delivery. Prior to completion of training,
            T-Mobile will deliver all applicable application IDs. Sharing of
            application IDs is prohibited under T-Mobile policy. StarTek will
            establish procedures to prevent sharing of application IDs. Any
            agent who violates this policy will be promptly removed from the
            T-Mobile account.

      7.2.  Any new hire training conducted for net growth must be approved in
            writing by a T-Mobile training manager or above. Written approval
            must be attached to the invoice in order to substantiate billable
            new hire training. T-Mobile will be kept informed of all attrition
            during the training period.

      7.3.  The ratio of trainers to trainees is not to exceed a classroom level
            of [**] The two trainers can include a fully certified trainer with
            the support of a supervisor who has been through a certified
            training program.

      7.4.  All costs and expenses for training and training materials for new
            agents and any initial and program extension training, or changes or
            modifications to the program or continuation training that exceeds
            [**] shall be borne by [**]. Online options must be used by StarTek
            in lieu of printed materials wherever reasonably available. All
            written materials must be reused by StarTek where reasonable. [**]
            will not reimburse for training or training materials utilized for
            attrition-related training. [**] shall not compensate [**] for any
            agent who does not complete the training and graduate from [**].
            Documented training trackers must accompany all invoices for
            approval of billed charges. Documentation must contain as much
            information as allowed by law. Information required but not limited
            to: Agent name, agent training start date, attendance record, and
            assessment and quality scores. All Continuing Education classes are
            to be tracked via auxiliary (AUX) or automatic call distributor
            (ACD) code and submitted monthly with reporting displaying agent's
            name, the exact amount of time spent in each training course, the
            name of each training course, and the total time in the month spent
            in Continuing Education training. It is StarTek's responsibility to
            deliver all appropriate training within the scheduled time frame,
            subject to service level considerations.

      7.5.  StarTek will schedule StreamLine read time not to exceed the amount
            of six (6) minutes per day, no more than thirty (30) minutes per
            agent. Streamline read time must be measured via ACD or AUX code, or
            skill set, and reported monthly. Streamline read time will be billed
            at the hourly continuing education training rate and is subject to
            the [**] StarTek is responsible for as referenced in Section 7.4.

      7.6.  StarTek must not graduate any new hire agent from training/GMA to
            production if the agent has missed more than 8 hours in the training
            classroom16 hours in GMA. The agent must return to the classroom or
            GMA as applicable to make up missed time before graduating to
            production. T-Mobile must receive written documentation of the
            missed time and proof that the time has been made up before being
            considered ready for production. New agents must also pass

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            training assessments at 85% or better and score 2.6 or higher in
            quality during GMA to graduate from training to production.

      7.7.  [**] requests for removal of personnel including, but not limited
            to, new trainers and any associated materials, [**].

      7.8.  If StarTek is not meeting the quality standards set forth in Section
            14.3 below and it is determined by T-Mobile that additional "skill
            set" training is required for StarTek representatives, [**] will
            bear the cost of the additional training.

      7.9.  T-Mobile curriculum is to be facilitated by Certified Facilitators.
            T-Mobile Certification to be provided by StarTek. If StarTek does
            not have a certification course they will be required to use the
            T-Mobile certification course. Facilitators are required to be
            certified by either T-Mobile Learning and Development specialist or
            their own Certified Training Manager. Uncertified
            Supervisors/Operations Managers/Coaches or Team Leads cannot conduct
            new Hire training.

      7.10. StarTek will abide by the documented training guidelines. Any
            changes to the documented training guidelines by T-Mobile must be
            provided to StarTek no less than [**] prior to implementation. Any
            changes materially impacting StarTek's cost must be agreed to by
            both parties.

8.    ESCALATION PROCEDURES. StarTek shall utilize T-Mobile-provided escalation
      processes, to handle calls beyond the agent's scope of training or for
      management support of a customer issue. This process will ensure that each
      call that cannot be handled by the agent is then handled by the lead
      representative up through the manager before being transferred to T-Mobile
      for resolution. If a customer requires management support, the agent shall
      transfer the call to a manager. T-Mobile shall update all on-line job
      aides that define the escalation procedures for the program when any
      changes are made.

9.    [**]

      9.1.  [**]

10.   CUSTOMER CARE SYSTEMS. StarTek shall be responsible for costs associated
      with workstations and local area network (LAN) infrastructure equipped to
      run the most recent version of the [**] deployed at the time of the
      implementation of this Agreement. StarTek is hereby granted a license for
      the term of this Agreement to use the [**] for the sole purposes of
      performing its obligations under this Agreement. StarTek shall also
      provide the building and telecommunications switch for the Interactive
      Voice Response (IVR) system, remote monitoring application and associated
      toll free number, Universal Power Supply (UPS), desktop computers, office
      supplies, and dedicated workspaces in each call center. [**] shall be
      responsible for costs associated with wide area network (WAN)
      infrastructure (including, but not limited to, the WAN data connectivity
      infrastructure, application/database servers, routers, and related
      peripherals. [**] shall also be responsible for software required to
      support the [**]. T-Mobile will be responsible for the [**], Knowledge
      Database, and Call Tracking systems required to support the Services
      performed under this Agreement.

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11.   SYSTEMS USE AND DOWNTIME. Information given to callers or collected by
      agents will be directly taken from and/or input into T-Mobile's systems.
      In the event that T-Mobile's systems go down, StarTek shall capture call
      information in Remedy, or on the downtime forms provided by T-Mobile.
      StarTek will be instructed on procedure in each scenario as applicable by
      T-Mobile. If paper forms are utilized, StarTek agrees that it shall then
      input information from these downtime forms once the system is restored.
      Turnaround commitment to enter downtime forms into T-Mobile's systems will
      be [**] from the time when T-Mobile's systems are restored. If call volume
      does not allow for [**] hour turnaround due to call volume meeting at
      least [**] of the forecasted volume, another [**] input period shall be
      granted. Downtime forms will be destroyed (shredded or burned) or sent to
      T-Mobile, as directed by T-Mobile, every [**]. StarTek will assign a
      special ACD tracking code to designate when specified representatives are
      entering downtime form information into T-Mobile systems. StarTek shall
      provide a downtime productivity report to T-Mobile displaying time in
      code, number of downtime forms processed and occupancy rate. T-Mobile
      agrees to pay StarTek the [**] (contingent upon meeting [**] per rep to be
      agreed upon by both parties) for entering downtime information as stated
      in the Pricing Schedule set forth in Section 24 of this Statement of Work.

12.   OVERTIME.

      12.1. If the call volume exceeds the Final Forecast by more than [**],
            StarTek will so notify T-Mobile and will recruit trained agents to
            work overtime to support the call handling. Any overtime in excess
            of [**] of forecasted volume must be authorized by T-Mobile
            operations manager or above. For T-Mobile authorized overtime
            T-Mobile will pay the overtime rate set forth in Section 25 for all
            volume handled in excess of [**] of the Final Forecast. The billable
            overtime minutes will be calculated as set forth in Section 12.4.

      12.2. The recruiting process for overtime shall be deployed as soon as the
            circumstance affecting the call volume variance is identified. If
            StarTek identifies the item at least [**] before the occurrence,
            StarTek shall use its commercially reasonable efforts to minimize
            the financial impact by changing schedules to support the staffing
            required. StarTek shall also recruit agents to work overtime on a
            [**] basis when the [**] call volume dictates additional staffing
            needs to maintain service goals.

      12.3. Except as provided above in Section 12.2, StarTek shall obtain
            written authorization from T-Mobile for any overtime that may be
            required or incurred for the performance of the Programs.

      12.4. T-Mobile authorized overtime as defined in section 12.1 will be
            calculated for purposed of invoice payment by multiplying the
            handled call volume in excess of [**] of Final Forecast by the [**],
            and dividing through by 60 to get minutes.

13.   SIGNIFICANT CHANGES. When significant changes occur to the processes
      utilized to provide services, T-Mobile has the right to request
      information related to compliance and execution of such changes.

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14.   KPI'S. The KPI's for Services performed hereunder shall be effective for
      purposes of bonus/penalty adjustments to the invoice, as set forth in
      Exhibit B.

      14.1. Service Level. Inbound [**] customer service calls: [**]

      14.2. Call Volume. [**]

      14.3. Call Quality. According to the results from the call quality
            observation process, as described below, with a minimum score of
            [**].

            14.3.1. For the purposes of ensuring Call Quality, StarTek and
                  T-Mobile shall measure the agents' call quality using the
                  following types of observations:

                14.3.1.1. T-Mobile observation

                14.3.1.2. StarTek operations observation (4 per agent/month);

                14.3.1.3. StarTek quality observation (4 per agent/month)

            14.3.2. KPI performance is based upon T-Mobile scores only, whereas
                  the function of the StarTek operations and quality
                  observations is to provide immediate and monthly feedback to
                  agents and StarTek management.

            14.3.3. For the purposes of billing, the scores for all of these
                  observations will be [**] The StarTek operations and StarTek
                  quality observations must each be [**] If either the StarTek
                  operations or the StarTek quality observation is not [**]
                  T-Mobile may provide written approval of exception to this
                  section 14.3.3 given the number of outsourced issue tickets on
                  T-Mobile observations.

            14.3.4. Calibration. StarTek operations managers shall attend the
                  monthly T-Mobile calibration sessions for the line of
                  business.

            14.3.5. The call quality observation form to be used in this process
                  shall be provided by T-Mobile. Results shall be used to
                  provide both immediate and monthly feedback to agents and
                  StarTek management. StarTek will make best effort to provide
                  each agent with feedback/coaching within 24 hours of being
                  monitored by T-Mobile, StarTek quality team or StarTek
                  operations. StarTek shall keep written documentation of each
                  agent session, signed by the agent, and available for review
                  by T-Mobile upon request. The call quality scoring criteria
                  used by StarTek will match that used by T-Mobile. StarTek must
                  achieve a minimum voice quality score of 3.0. Call monitoring
                  feedback sessions will be held between the agent and the
                  agent's direct supervisor. Any monitored calls using profanity
                  or customer abuse as determined by T-Mobile will result in
                  immediate, unchallenged agent termination from the T-Mobile
                  program.

      14.4.

15.   REPORTS. StarTek shall provide T-Mobile with standard call count reports
      and performance reports on a [**] basis ([**]) by [**] for the previous
      [**] by [**] for the previous [**], and [**] by [**] for the previous
      [**]. The reports shall be in the format and contain the information
      mutually agreed upon between StarTek and T-Mobile. StarTek shall provide
      report cards reflecting measurements of the KPIs and

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      all of the above metrics within [**] of each [**]. All reporting fed by
      data from the switch is considered standard and is not subject to
      non-standard report development costs. Hourly lines of business must have
      agent detail payroll reports to substantiate that billable hours do not
      exceed actual hours worked. T-Mobile and StarTek shall mutually agree upon
      any other reports and the cost associated with the development of those
      reports. T-Mobile agrees to follow the change management process defined
      by StarTek and agreed to by T-Mobile when requesting changes to reports or
      additional information. If T-Mobile requires material format changes to
      T-Mobile standard reports, T-Mobile will be required to compensate StarTek
      for the development costs, based upon the rate outlined in the Pricing
      Schedule set forth in Section 25 of this Statement of Work and will be
      [**] prior to invoicing.

16.   MONITORING. T-Mobile shall have the right, to the extent permitted by law
      and at no additional expense, to monitor at any time (either on-site or
      remotely) customer contact calls and/or specific agents to ensure
      compliance with performance, operational and quality control standards.
      [**] must provide [**] with a remote monitoring solution. There are two
      quality monitoring options required: a [**] and a [**]. [**] would manage
      the [**] calls within [**] of being [**]. [**] requires a minimum of [**]
      per agent per month [**]. [**] must have the ability to monitor random
      calls as they come into the queue, or by locating specific agents [**].

      A.    HOLIDAYS. StarTek shall observe the following holiday schedule [**].
            T-Mobile shall compensate StarTek for holiday rates as identified in
            the Pricing Schedule set forth hereunder when applicable to the
            location where work is performed. Holiday rates apply to the actual
            holiday only.

                    [**]                             US HOLIDAYS
                    [**]                       New Year's Day (Jan 1)
                    [**]                  Memorial Day (last Monday in May)
                    [**]                       Fourth of July (July 4)
                    [**]                Labor Day (first Monday in September)
                    [**]             Thanksgiving Day (4th Thursday in November)
                    [**]                       Christmas (December 25)

17.   SYSTEM DOWNTIME; FORCE MAJEURE.

      17.1.In the event StarTek determines that system maintenance is necessary,
            StarTek will notify T-Mobile of the need for such maintenance [**]
            prior to the maintenance, and will obtain the prior written approval
            of T-Mobile to schedule the time and duration of such maintenance.
            All routine maintenance shall be scheduled during off-peak system
            hours. In no event shall disclosed and approved interruption of
            Services for system maintenance constitute a failure of performance
            by StarTek if performed in accordance with this Section 17. StarTek
            shall promptly report to T-Mobile any StarTek system failures,
            including the duration and impact.

      17.2. Except for T-Mobile's obligation to make payments for services
            actually performed, each Party's failure to perform shall be excused
            where such failure is

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            a result of causes beyond its reasonable control. Such causes shall
            include without limitation acts of God, strikes, lockouts, riots,
            acts of war, epidemics, governmental regulations imposed after the
            fact, fire, communication line failures of third parties, vandalism,
            power failures by third parties, cables cut by third parties,
            earthquakes, floods or other similar catastrophes, terrorist
            activities, failure of the T-Mobile system or the Internet not
            related to StarTek's actions or inactions, any law, order,
            regulation, direction, action or request of any governmental entity
            or court or civil or military authority having jurisdiction over
            either of the parties, national emergencies, insurrections, riots,
            wars, strikes, lock outs, or work stoppages. In the event of
            failures to perform for [**] or more as a result of a force majeure,
            either Party may terminate the Agreement by giving written notice to
            the other Party. Any such notice of termination shall be effective
            upon receipt.

      17.3.Notwithstanding the foregoing or anything in the Agreement to the
            contrary, StarTek shall take commercially reasonable steps to ensure
            that the Services shall continue without interruption due to StarTek
            systems failure during the term of the Agreement by implementing
            [**] reasonably necessary to provide the Services with an up-time of
            [**] (not including scheduled maintenance), which shall include [**]
            and the like. The components and execution of this plan must be
            reviewed, updated, and tested semi annually and results reported to
            T-Mobile.

      17.4. Where downtime is a result of [**]

      17.5. Where downtime is a result of [**]

18.   ALLOCATION OF RESOURCES. T-Mobile acknowledges that upon the occurrence of
      a force majeure event or in instances of unusually high demand, demands on
      StarTek's facilities may exceed such facilities available capacity. In any
      such instance, StarTek shall, upon written notice to T-Mobile, be entitled
      to equitably prioritize Services and otherwise curtail utilization of its
      facilities in a manner so that any degradation to the Services provided to
      T-Mobile is (unless agreed otherwise by T-Mobile in writing) no greater
      than the level of degradation experienced by StarTek's other customers.
      Upon the request of T-Mobile, StarTek shall provide T-Mobile with
      reasonable evidence of its compliance with the foregoing.

19.   RECRUITING REQUIREMENTS. StarTek recruiting efforts shall meet the
      following requirements in the selection process of all personnel hired to
      perform the T-Mobile USA services as describe in this SOW. T-Mobile
      reserves the right to audit the selection process.

      19.1. A mutually approved customer service assessment

      19.2. A behavioral interview

      19.3.Background checks, which shall include criminal records, are required
            and shall be completed before employment. Costs incurred for
            background checks associated with such criminal records [**].

20.   STAFFING REQUIREMENTS. StarTek agrees to maintain the following staffing
      ratios: [**] StarTek agrees that all managers shall be full-time StarTek
      employees. Subject

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      to Section 21.1, StarTek will ensure that each person assigned to a
      function has the necessary functional and T-Mobile-related training to
      successfully perform the function. StarTek must provide specific agent
      information up to what the law allows. Information required includes agent
      name, agent ID, start date on T-Mobile line of business, assessment
      scores, termination date from T-Mobile line of business, quality average.

21.   All support functions such as StarTek quality, instructional analysts, and
      trainers must be housed within the site where the work for this line of
      service is being performed unless otherwise agreed to in writing by
      T-Mobile.

      21.1.In addition, before a function is performed by an individual assigned
            to that function, StarTek shall verify that the necessary skills
            have been attained through the use of certification of skills
            program. If T-Mobile reasonably requests StarTek to remove any
            personnel performing Services pursuant to this Agreement, StarTek
            shall promptly comply with such request, within [**]. In support of
            this process, StarTek will do the following:

      21.1.1. Team leaders/supervisors shall go on-line to support customer
            calls each week for at least [**] per day (approximately [**]) to
            maintain their skills. The remainder of their time shall be used to
            support agent development, and to otherwise assist StarTek employees
            to perform the Services.

      21.1.2. Quality Assurance specialists shall go on-line to support customer
            calls each month for at least 10 calls per [**] (approximately [**])
            to maintain their skills.

      21.1.3. Managers, lead representatives, team leaders/supervisors and
            trainers must be full-time employees of StarTek and must have
            completed T-Mobile National Standard Curriculum Training.

      21.1.4. Supervisors will monitor a minimum of two (2) calls per agent per
            week.

22.   FRAUD. StarTek shall implement and enforce T-Mobile policies and
      procedures as well as StarTek's own procedures to detect and prevent
      handset or credit card theft or other fraudulent activity by an employee
      or agent of StarTek. StarTek shall cooperate with any T-Mobile
      investigation into handset or credit card theft or other fraudulent
      activity by an employee or agent of StarTek. If an employee or agent of
      StarTek is suspected of committing handset or credit card theft or other
      fraudulent activity against T-Mobile, StarTek will promptly notify
      T-Mobile of the suspected fraudulent activity and will provide T-Mobile
      with information necessary to conduct an investigation, including but not
      limited to the employee name, address, contact information, social
      security number, emergency contact address and phone numbers, and any
      other information that will assist in investigation of the suspected
      fraudulent activity. This information will be provided to T-Mobile within
      48 hours of the request from T-Mobile.

      StarTek will assume all responsibility for handset theft, credit card
      theft or other fraudulent activity by an employee or agent of StarTek or
      their failure to follow T-Mobile policies and procedures. [**] to the
      following address:

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              T-Mobile USA, Inc.
              Attn:  Kevin Golas, Sr. Manager of Investigations
              794 Roble Road
              Allentown, PA  18109

      [**] shall be made to T-Mobile within [**] of the date the outsourced
      vendor receives an [**].

      T-Mobile reserves the right to prosecute any employee or agent of StarTek
      that committed fraud against T-Mobile or a customer of T-Mobile.

23.   BILLABLE MINUTES: For purposes of this Agreement, "Billable Minutes " is
      defined as:

      23.1. [**] multiplied by the [**] when [**] forecast is delivered to
            StarTek.

      23.2. In the event where less than [**] is delivered to StarTek, amounts
            payable to StarTek shall be based upon the [**].

      23.3. During system downtime as a result of [**], amounts payable [**].
            Where actual AHT is unavailable [**], the lesser of [**] will be
            substituted.

      23.4. StarTek shall be paid [**] rate as listed in Section 25 for the
            actual minutes of processing downtime forms as detailed in the
            required ACD productivity reports displaying time in code and number
            of forms processed. .

      23.5. During system downtime as a result of a StarTek failure outside the
            definitions provided for in Section17.2, and StarTek is unable to
            accept the call volume T-Mobile is otherwise prepared to provide it,
            for the purposes of determining KPI penalties, StarTek will use the
            forecasted volume to determine service levels for those downtime
            intervals.

      23.6. Overtime will be calculated by interval using the following formula:
            interval handled call volume in excess of [**] multiplied by the
            lesser of [**] of the KPI AHT and interval AHT, and divided through
            by 60 to obtain the number of minutes. These are the billable OT
            minutes where T-Mobile USA has solicited and provided written
            approval of overtime.

24.   SERVICE LEVELS /BREACH OF SERVICE LEVELS. StarTek shall meet or exceed the
      Key Performance Indicator Service Levels as provided in Performance
      Pricing Matrix in Exhibit B. Performance outside of the neutral zone of
      the specified Key Performance Indicators will result in
      increases/deductions to the overall price per minute as provided in
      Exhibit B.

      24.1. In the event that StarTek negatively performs any of the Key
            Performance Indicators, in performance subject to deductions in
            payment/pricing (not neutral or bonus-able performance) as specified
            in Performance Price Matrix in Exhibit B, for a consecutive period
            of [**], StarTek shall be in breach of this Agreement. StarTek shall
            prepare a plan to cure the breach and shall have [**] from the date
            of the first date of failure in which to cure the breach. In the
            event that StarTek fails to cure the breach within the [**] period
            from the date of the first date of failure, T-Mobile may terminate
            the Agreement for StarTek's breach.

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25.   PRICING SCHEDULE. T-Mobile shall pay StarTek for Services as provided in
      the following schedule.

      25.1. INTERIM PRICING. Interim prices apply until such time StarTek meets
            service level for [**] from effective date of this agreement;
            however no later than [**].

          25.1.1. Standard Rate: [**]

          25.1.2. Holiday Rate: [**]

          25.1.3. Overtime Rate: [**]

          25.1.4. Standard Spanish Rate: [**]

          25.1.5. Holiday Spanish Rate: [**]

          25.1.6. Overtime Spanish Rate: [**]

      25.2. PREMIUM PRICING. Premium Pricing shall apply after StarTek performs
            as stated in Section 25.1 for [**]; however no later than [**].

          25.2.1. Standard Rate: [**]

          25.2.2. Holiday Rate: [**]

          25.2.3. Overtime Rate: [**]

          25.2.4. Standard Spanish Rate: [**]

          25.2.5. Holiday Spanish Rate: [**]

          25.2.6. Overtime Spanish Rate: [**]

      25.3. [**].

          25.3.1. [**]

          25.3.2. [**]

          25.3.3. [**]

          25.3.4. [**]

          25.3.5. [**]

          25.3.6. [**]

          25.3.7. [**]

          25.3.8. [**]

          25.3.9. [**]

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                                    EXHIBIT B

                * -- ALL FIGURES ON EXHIBIT B HAVE BEEN REDACTED
                                      [**]

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                                    EXHIBIT C

* -- ALL FIGURES ON EXHIBIT C HAVE BEEN REDACTED
[**]

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                                   EXHIBIT A-4

                            STATEMENT OF WORK - [**]

This Statement of Work, Exhibit A-6 is incorporated into that certain T-Mobile
USA Service Partner Services Agreement ("Agreement") dated August 1, 2005 by and
between T-Mobile USA, Inc. ("T-Mobile") and StarTek USA, Inc. ("StarTek"). The
Statement of Work shall be effective as of August 1, 2005 and the defined terms
used in this Statement of Work shall have the meanings provided in the Agreement
unless expressly defined herein.

1.    GENERAL. StarTek will handle [**] work for T-Mobile. StarTek will maintain
      a dedicated program (i.e., StarTek's dedicated representatives shall
      handle only T-Mobile work, StarTek's team supervisors shall support only
      T-Mobile dedicated representatives and StarTek's team managers will
      support only T-Mobile dedicated team supervisors.) to perform the
      Services.

2.    HOURS OF OPERATION. Except as otherwise set forth herein, the hours of
      operation will be:

            2.1.  [**]

            2.2.  [**]

            2.3.  Any change to the hours of operation on a T-Mobile line of
                  business at any site by StarTek requires written request and
                  approval by a Vice President of T-Mobile of the change. Any
                  change to the hours of operation on a T-Mobile line of
                  business at any site by T-Mobile requires written notification
                  to StarTek USA, Inc. Any closure of a site or 100%
                  reallocation of headcount to another site in which a T-Mobile
                  line of business resides requires written notice to T-Mobile
                  [**] in advance of the closure or reallocation. Any
                  reallocation of headcount (not due to forecast change) to
                  another site of more than 10% of the total line of business
                  headcount requires written to T-Mobile [**] in advance.
                  StarTek will provide a comprehensive written plan as to how
                  StarTek will maintain services for the line of business to
                  mitigate impact and prevent tangible and intangible cost to
                  T-Mobile.

3.    CALL VOLUME AND FORECASTING.

            3.1.  For the purposes of meeting the forecast, StarTek will utilize
                  full time equivalents ("FTEs") in accordance with this
                  Statement of Work. An FTE is defined as [**] Customer Facing
                  Employee [**]. An FTE is not equivalent to headcount.

            3.2.  FTEs will be classified into the following categories:

            3.2.1. Production FTE, which includes FTEs who are agents productive
                  to the line of business

            3.2.2. Training FTE, which includes FTEs who are currently in
                  training and not productive to the line of business

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            3.2.3. Get More Academy ("GMA") FTE, which includes FTEs who are
                  productive to the line of business at least part of their day,
                  but are still in training

            3.2.4. Leave of Absence ("LOA") FTE, which includes all FTEs who
                  cannot be classified into Production, Training, or GMA.

             3.3. T-Mobile will regularly prepare and deliver to StarTek the
                  following forecasts for the services to support the proper
                  planning of the infrastructure required to support the
                  programs:

            3.3.1. T-Mobile shall deliver a [**] rolling informational forecast
                  to StarTek on or before the 15th day of each month (the
                  "[**]"), which shall contain forecasted [**] call volumes.

            3.3.2. T-Mobile shall deliver a final forecast to the StarTek no
                  less than 45 days before the 1st day of each [**] for which
                  the forecast is made, which shall contain a [**] call volume
                  and Average Handle Time ("AHT") forecast by [**] interval (the
                  "Final Forecast"). The Final Forecast will contain an updated
                  [**] call volume and AHT forecasts, which will vary no more
                  than [**] in call volume each day from the [**]. If the Final
                  Forecast is not delivered in a timely fashion with respect to
                  a particular month, the appropriate [**] rolling informational
                  forecast shall be the Final Forecast for such [**].

            3.3.3. For informational purposes only, T-Mobile shall deliver a
                  [**] forecast.

             3.4. StarTek will provide to T-Mobile all assumptions used to
                  translate forecasts into scheduled FTE.

             3.5. T-Mobile and StarTek will mutually agree upon and participate
                  in the preparation of other work volume forecasts, as
                  reasonably required for the successful performance of the
                  Programs in this line of business. These may include, without
                  limitation, [**]. As part of the support structure, StarTek
                  will provide a National Resource Planning Analyst who will,
                  among other things, assist T-Mobile in the development of work
                  volume forecasts.

             3.6. StarTek will recruit, train, and staff to a minimum of [**] of
                  the forecasted FTE and be able to handle [**] of the
                  forecasted work volume. If the Final Forecast for a particular
                  [**] is [**] or more of the Final Forecast for the proceeding
                  [**], StarTek USA, Inc. may add additional staff to service
                  such increase with the prior consent of T-Mobile, which
                  consent shall not be unreasonably withheld.

             3.7. If the Production FTE count falls [**] below the forecasted
                  required FTE, StarTek will recruit and hire agents to
                  back-fill the attrition. The recruited agents must start
                  training within fourteen (14) days of exceeding threshold. The
                  associated training costs are the responsibility of the
                  StarTek and are not billable to T-Mobile.

             3.8. If the FTE requirement drops [**] T-Mobile will work with
                  StarTek in good faith to back-fill with additional business
                  [**] as StarTek ramps down to the

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                  required FTEs. T-Mobile and StarTek will mutually agree in
                  writing on the number of FTEs that will be included in the
                  ramp down.

4.    PRODUCTIVITY SPECIFIC TO WORKLOAD TYPE. T-Mobile and StarTek will agree on
      productivity measurements specific to the line of business.

5.    RAMP. Ramp is defined as any required FTE increase necessary to
      accommodate work volume growth of greater than [**] of the volume in the
      peak [**] of the prior [**].

6.    RAMP PLANS. For the purposes of this document a Ramp Plan is defined as a
      T-Mobile approved plan to add substantial FTEs to a current line of
      business or a change to the current line of business with substantial
      additions to current StarTek FTEs that support T-Mobile services. StarTek
      must submit written Ramp Plans to T-Mobile for written approval by a
      T-Mobile operations manager or above.

7.    TRAINING.

            7.1.  Agents will be trained on the T-Mobile standard New-Hire
                  Training Curriculum. Training for the program shall be in
                  accordance with the T-Mobile New Hire Training Curriculum.
                  Upon [**] written notice to StarTek, T-Mobile may change the
                  T-Mobile New Hire Training Curriculum and the hours required
                  for delivery. Prior to completion of training, T-Mobile will
                  deliver to StarTek all applicable application IDs. Sharing of
                  application IDs is prohibited under T-Mobile policy. StarTek
                  will establish procedures to prevent sharing of application
                  IDs. Any agent who violates this policy will be promptly
                  removed from the T-Mobile account.

            7.2.  Any new hire training conducted for net growth must be
                  approved in writing by a T-Mobile training manager or above.
                  Written approval must be attached to the invoice in order to
                  substantiate billable new hire training. T-Mobile will be kept
                  informed of all attrition training.

            7.3.  All agent-level training-period performance, including
                  attendance, quality, and assessment scores, regardless of
                  whether net growth or attrition-related, will be reported [**]
                  to [**] invoice.

            7.4.  The ratio of trainers to trainees is not to exceed a classroom
                  level of [**]. The [**] trainers can include a fully-certified
                  trainer with the support of a supervisor who has been through
                  a certified training course.

            7.5.  All costs and expenses for training and training materials for
                  new agents and any initial and program extension training, or
                  changes or modifications to the program or continuation
                  training that exceeds [**] shall be borne by [**]. Online
                  options must be used by StarTek in lieu of printed materials
                  wherever reasonably available. All written materials must be
                  reused by StarTek where reasonable. [**] will not reimburse
                  for training or training materials utilized for
                  attrition-related training. [**] shall not compensate [**] for
                  any agent who does not complete the training via graduation
                  from [**]. Documented training trackers must accompany all
                  invoices for approval of billed charges. Documentation must
                  contain as much

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                  information as allowed by law. Information required but not
                  limited to: Agent name, agent training start date, attendance
                  record, and assessment and quality scores. All Continuing
                  Education classes are to be tracked via auxiliary (AUX) or
                  automatic call distributor (ACD) code and submitted monthly
                  with reporting displaying agent's name, the exact amount of
                  time spent in each training course, the name of each training
                  course, and the total time in the month spent in Continuing
                  Education training. It is StarTeks responsibility to deliver
                  all appropriate training within the scheduled time frame,
                  subject to service level considerations.

            7.6.  STARTEK will schedule Streamline read time not to exceed the
                  amount of six (6) minutes per day, no more than thirty (30)
                  minutes per agent. Streamline read time must be measured via
                  ACD or AUX code, or via skill set, and reported monthly.
                  Streamline read time will be billed at the hourly continuing
                  education training rate and is subject to the [**] StarTek is
                  responsible for as referenced in section 7.5.

            7.7.  StarTek must not graduate any new hire agent from training/GMA
                  to production if the agent has missed more than 8 hours in the
                  training classroom, or 16 hours in GMA. The agent must return
                  to the classroom or GMA as applicable to make up missed time
                  before graduating to production. T-Mobile must receive written
                  documentation of the missed time and proof that the time has
                  been made up before being considered ready for production. New
                  agents must also pass training assessments at 85% or better
                  and score 2.6 or higher in quality reviews during GMA to
                  graduate from training to production.

            7.8.  [**] requests for removal of personnel, including, but not
                  limited to, new trainers and any associated materials, [**].

            7.9.  If StarTek is not meeting the quality standards set forth in
                  Section 14 below and it is determined by T-Mobile that
                  additional "skill set" training is required for the StarTek
                  representatives, [**] will bear the cost of the additional
                  training.

            7.10. T-Mobile curriculum is to be facilitated by Certified
                  Facilitators. Certification to be provided by StarTek. If the
                  StarTek does not have a certification course they will be
                  required to use the T-Mobile approved certification courses.
                  Facilitators are required to be certified by either T-Mobile
                  Learning and Development specialist or their own Certified
                  Training Manager. Non-certified Supervisors/Operations
                  Managers/Coaches or Team Leads cannot conduct New Hire
                  Training.

            7.11. StarTek will abide by the documented training guidelines.

8.    ESCALATION PROCEDURES. StarTek shall utilize T-Mobile-provided escalation
      processes, to handle calls beyond the agent's scope of training or for
      management support of a customer issue. This process will ensure that each
      call that cannot be handled by the agent is then handled by the lead
      representative up through the manager before being transferred to T-Mobile
      for resolution. If a customer requires

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      management support, the agent shall transfer the call to a manager.
      T-Mobile shall update all on-line job aides that define the escalation
      procedures for the program when any changes are made.

9.    [**]

            9.1.  [**]

10.   CUSTOMER CARE SYSTEMS. StarTek shall be responsible for costs associated
      with workstations and local area network (LAN) infrastructure equipped to
      run the most recent version of the [**] deployed at the time of the
      implementation of this Agreement. StarTek is hereby granted a license for
      the term of this Agreement to use the [**] for the sole purposes of
      performing its obligations under this Agreement. StarTek shall also
      provide the building, telecommunications switch for the Interactive Voice
      Response (IVR) system, remote monitoring application and associated toll
      free number, Universal Power Supply (UPS), desktop computers, office
      supplies, and dedicated workspaces in each call center. [**] shall be
      responsible for costs associated with wide area network (WAN)
      infrastructure (including, but not limited to, the WAN data connectivity
      infrastructure, application/database servers, routers, and related
      peripherals. [**] shall also be responsible for software required to
      support the [**]. T-Mobile will be responsible for the [**], Knowledge
      Database, and Call Tracking systems required to support the Services
      performed under this Agreement.

11.   SYSTEMS USE AND DOWNTIME. Information given to callers or collected by
      agents will be directly taken from and/or input into T-Mobile's systems.
      In the event that T-Mobile's systems go down, StarTek shall capture call
      information in Remedy, or on the downtime forms provided by T-Mobile and
      will be instructed on procedure in each scenario as applicable by
      T-Mobile. If paper forms are utilized, StarTek agrees that it shall then
      input information from these downtime forms once the system is restored.
      Turnaround commitment to enter downtime forms into T-Mobile's systems will
      be [**] from the time when T-Mobile's systems are restored. If call volume
      does not allow for [**] turnaround due to call volume meeting at least
      [**] of the forecasted volume, another [**] input period shall be granted.
      Downtime forms will be destroyed (burned or shredded) or sent to T-Mobile,
      as directed by T-Mobile, every [**]. StarTek will assign a special ACD
      tracking code to designate when specified representatives are entering
      downtime form information into System. StarTek shall provide a downtime
      productivity report to T-Mobile displaying time in code, number of
      downtime forms processed and occupancy rate. T-Mobile agrees to pay
      StarTek the [**] (contingent upon meeting [**] per rep to be agreed upon
      by both parties) for entering downtime information as stated in the
      Pricing Schedule set forth in Section 24 of this Statement of Work.

12.   OVERTIME.

            12.1. If the daily work volume will exceed the Final Forecast by
                  more than [**], StarTek will so notify T-Mobile and will
                  recruit trained agents to work overtime to support the work
                  handling. If the Final Forecast is within [**], StarTek must
                  recruit agents to work overtime to cover the shortage and
                  StarTek shall be responsible for any overtime expenses. Any
                  additional staffing required for call volume over [**] of
                  Final Forecast must be

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                  approved by T-Mobile in advance. T-Mobile will pay the
                  overtime rate for all approved overtime.

            12.2. The recruiting process for overtime shall be deployed as soon
                  as the circumstance affecting the call volume variance is
                  identified. If StarTek identifies the item at least [**]
                  before the occurrence, StarTek shall use its commercially
                  reasonable efforts to minimize the financial impact by
                  changing schedules to support the staffing required. StarTek
                  shall also recruit agents to work overtime on a [**] basis
                  when the [**] call volume dictates additional staffing needs
                  to maintain service goals.

            12.3. Except as provided in Section 12.2 above, StarTek shall obtain
                  written authorization from T-Mobile for any overtime that may
                  be required or incurred for the performance of the Programs.

            12.4. A reasonable estimate for the amount of overtime necessary to
                  meet the Service Level will be provided to T-Mobile for
                  written approval. Overtime need should be driven by [**] of
                  the forecast. Overtime resulting from staffing [**].

13.   SIGNIFICANT CHANGES. When significant changes occur to the processes
      utilized to provide services, T-Mobile has the right to request
      information related to compliance and execution of such changes.

14.   KPIS. [**]. All KPIs will be mutually agreed upon.

15.   REPORTS. T-Mobile and StarTek will mutually agree upon required reports
      and timelines by the completion of the consolidation of [**].

16.   MONITORING. T-Mobile shall have the right, to the extent permitted by law
      and at no additional expense, to monitor at any time (either on-site or
      remotely) customer contact calls and/or specific agents to ensure
      compliance with performance, operational and quality control standards.
      [**] must provide [**] with a remote monitoring solution. There are two
      quality monitoring options required: a [**] and a [**]. The [**]. would
      manage the [**] calls within [**] of being [**]. T-Mobile requires a
      minimum of [**] calls per agent per month [**]. [**] number must have the
      ability to monitor random calls as they come into the queue, or by
      locating specific agents [**].

      A.    HOLIDAYS. StarTek shall observe the following holiday schedule [**]
            T-Mobile shall compensate StarTek for holiday rates as identified in
            the Pricing Schedule set forth hereunder when applicable to the
            location where work is performed. Holiday rates apply to the actual
            holiday only.

                        [**]                        US HOLIDAYS
                        [**]                  New Year's Day (Jan 1)
                        [**]             Memorial Day (last Monday in May)
                        [**]                  Fourth of July (July 4)
                        [**]           Labor Day (first Monday in September)
                        [**]        Thanksgiving Day (4th Thursday in November)
                        [**]                  Christmas (December 25)

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17.   SYSTEM DOWNTIME; FORCE MAJEURE.

            17.1.In the event StarTek determines that system maintenance is
                  necessary, StarTek will notify T-Mobile of the need for such
                  maintenance [**] prior to the maintenance, and will obtain the
                  prior written approval of T-Mobile to schedule the time and
                  duration of such maintenance. All routine maintenance shall be
                  scheduled during off-peak system hours. In no event shall
                  interruption of Services for prior disclosed and approved
                  system maintenance constitute a failure of performance by
                  StarTek if performed in accordance with this Section 17.
                  StarTek shall promptly report to T-Mobile any StarTek system
                  failures, duration and impact.

            17.2. Except for T-Mobile's obligation to make payments for services
                  actually performed, each Party's failure to perform shall be
                  excused where such failure is a result of causes beyond its
                  reasonable control. Such causes shall include without
                  limitation acts of God, strikes, lockouts, riots, acts of war,
                  epidemics, governmental regulations imposed after the fact,
                  fire, communication line failures of third parties, vandalism,
                  power failures by third parties, cables cut by third parties,
                  earthquakes, floods or other similar catastrophes, terrorist
                  activities, failure of the T-Mobile system or the Internet not
                  related to StarTek's actions or inactions, any law, order,
                  regulation, direction, action or request of any governmental
                  entity or court or civil or military authority having
                  jurisdiction over either of the parties, national emergencies,
                  insurrections, riots, wars, strikes, lock outs, or work
                  stoppages. In the event of failures to perform for [**] or
                  more as a result of a force majeure, either Party may
                  terminate the Agreement by giving written notice to the other
                  Party. Any such notice of termination shall be effective upon
                  receipt.

            17.3.Notwithstanding the foregoing or anything in the Agreement to
                  the contrary, StarTek shall take commercially reasonable steps
                  to ensure that the Services shall continue without
                  interruption due to a StarTek systems failure during the term
                  of the Agreement by implementing [**] reasonably necessary to
                  provide the Services with an up-time of [**] (not including
                  scheduled maintenance), which shall include [**] and the like.
                  The components and execution of this plan must be reviewed,
                  updated, and tested semi-annually and results reported to
                  T-Mobile.

18.   ALLOCATION OF RESOURCES. T-Mobile acknowledges that upon the occurrence of
      a force majeure event or in instances of unusually high demand, demands on
      StarTek's facilities may exceed such facilities available capacity. In any
      such instance, StarTek shall, upon written notice to T-Mobile, be entitled
      to equitably prioritize Services and otherwise curtail utilization of its
      facilities in a manner so that any degradation to the Services provided to
      T-Mobile is (unless agreed otherwise by T-Mobile in writing) no greater
      than the level of degradation experienced by StarTek's other customers.
      Upon the request of T-Mobile, StarTek shall provide T-Mobile with
      reasonable evidence of its compliance with the foregoing.

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19.   RECRUITING REQUIREMENTS. StarTek recruiting efforts shall meet the
      following requirements in the selection process of all personnel hired to
      perform the T-Mobile services as described in this Agreement. T-Mobile
      reserves the right to audit the selection process.

            19.1. A mutually approved customer service assessment

            19.2. A behavioral interview

            [**]Background checks, which shall include criminal records, are
            required and shall be completed before employment. Costs incurred
            for background checks associated with such criminal records [**].

20.   STAFFING REQUIREMENTS. StarTek agrees to maintain the following staffing
      ratios: [**] StarTek agrees that all managers shall be full-time StarTek
      employees. Subject to Section 21.1 StarTek will ensure that each person
      assigned to a function has the necessary functional and T-Mobile-related
      training to successfully perform the function. StarTek must provide
      specific agent information up to what the law allows. Information required
      includes agent name, T-Mobile agent IDs, start date on T-Mobile line of
      business, assessment scores, termination date from T-Mobile line of
      business, quality average.

21.   All support functions such as StarTek quality, instructional analysts, and
      trainers must be housed within the site where the work is being performed
      unless otherwise agreed to in writing by T-Mobile.

            21.1.In addition, before a function is performed by an individual
                  assigned to that function, StarTek shall verify that the
                  necessary skills have been attained through the use of
                  certification of skills program. If T-Mobile reasonably
                  requests StarTek to remove any personnel performing Services
                  pursuant to this Agreement, StarTek shall promptly comply with
                  such request, within [**]. In support of this process, StarTek
                  will do the following:

            21.1.1. Team leaders/supervisors shall perform productive work for
                  at least [**] to maintain their skills. The remainder of their
                  time shall be used to support agent development, and to
                  otherwise assist StarTek employees to perform the Services.

            21.1.2. Quality Assurance specialists shall perform productive work
                  for at least [**] to maintain their skills.

            21.1.3. Managers, lead representatives, team leaders/supervisors and
                  trainers must be full-time employees of StarTek and must have
                  completed T-Mobile National Standard Curriculum Training.

            21.1.4. Supervisors will audit a mutually agreeable amount of agent
                  work per week for accuracy.

22.   FRAUD. StarTek shall implement and enforce T-Mobile policy and procedures
      as well as StarTek's own procedures to detect and prevent handset or
      credit card theft or other fraudulent activity by an employee or agent of
      StarTek. StarTek shall cooperate with any T-Mobile investigation into
      handset or credit card theft or other fraudulent

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      activity by an employee or agent of StarTek. If an employee or agent of
      StarTek is suspected of committing handset or credit card theft or other
      fraudulent activity against T-Mobile, StarTek will promptly notify
      T-Mobile of the suspected fraudulent activity and will provide T-Mobile
      with information necessary to conduct an investigation, including but not
      limited to the employee name, address, contact information, social
      security number, emergency contact address and phone numbers, and any
      other information that will assist in investigation of the suspected
      fraudulent activity. This information will be provided to T-Mobile within
      48 hours of the request from T-Mobile.

      StarTek will assume all responsibility for handset theft, credit card
      theft or other fraudulent activity by an employee or agent of StarTek or
      their failure to follow T-Mobile policies and procedures. [**] to the
      following address:

               T-Mobile USA, Inc.
               Attn:  Kevin Golas, Sr. Manager of Investigations
               794 Roble Road
               Allentown, PA  18109

      [**] shall be made to T-Mobile within [45 days] of the date the outsourced
      vendor receives an [**].

      T-Mobile reserves the right to prosecute any employee or agent of StarTek
      who committed fraud against T-Mobile or a customer of T-Mobile.

23.   BILLABLE HOURS: For purposes of this Agreement, "Billable Hours" is
      defined as:

            23.1. Hours [**] to Activations Offline, which [**]

            23.2.[**] shall not exceed the [**] unless increased workload is
                  [**] and is [**] in writing.

24.   SERVICE LEVELS /BREACH OF SERVICE LEVELS. StarTek shall meet or exceed the
      Key Performance Indicator Service Levels as will be provided in accordance
      with Section 14.

25.   PRICING SCHEDULE. T-Mobile shall pay StarTek for Services as provided in
      the following schedule

            25.1. Interim Pricing. Interim prices apply until such time as [**].

            25.1.1. Tier [**]

            25.1.2. Tier [**]

            25.1.3. Tier [**]

            25.1.4. Overtime and Holiday Tier [**]

            25.1.5. Overtime and Holiday Tier [**]

            25.1.6. Overtime and Holiday Tier [**]

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               25.2. New Pricing. New prices apply after [**]

            25.2.1. Tier II RATE: $.51/ HANDLE MINUTE

            25.2.2. Tier [**]

            25.2.3. Tier [**]

            25.2.4. Overtime and Holiday Tier [**]

            25.2.5. Overtime and Holiday Tier [**]

            25.2.6. Overtime and Holiday Tier [**]

               25.3. Agent Training.

            25.3.1. [**]

            25.3.2. [**]

            25.3.3. [**]

            25.3.4. [**]

            25.3.5. [**]

            25.3.6. [**]

            25.3.7. [**]

            25.3.8. [**]

            25.3.9. [**]

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                                   EXHIBIT A-5

                            STATEMENT OF WORK - [**]

This Statement of Work, Exhibit A-5 is incorporated into that certain T-Mobile
USA Service Partner Services Agreement ("Agreement") dated August 1, 2005 by and
between T-Mobile USA, Inc. ("T-Mobile") and StarTek USA, Inc. ("StarTek"). The
Statement of Work shall be effective as of August 1, 2005 and the defined terms
used in this Statement of Work shall have the meanings provided in the Agreement
unless expressly defined herein.

1.    GENERAL. StarTek will handle inbound [**] calls for T-Mobile. StarTek will
      maintain a dedicated program (i.e., StarTek's dedicated representatives
      shall handle only T-Mobile calls, StarTek's team supervisors shall support
      only T-Mobile dedicated representatives and StarTek's team managers will
      support only T-Mobile dedicated team supervisors.) to perform the
      Services.

2.    HOURS OF OPERATION. Except as otherwise set forth herein, the hours of
      operation will be [**] Any change to the hours of operation on a T-Mobile
      line of business at any site by StarTek requires written request and
      approval by a T-Mobile Vice President of the change. Any change to the
      hours of operation on a T-Mobile line of business at any site by T-Mobile
      requires written notification to StarTek. Any closure of a site or 100%
      reallocation of headcount to another site in which a T-Mobile line of
      business resides requires written notice to T-Mobile [**] notice in
      advance of the closure or reallocation. Any reallocation of headcount (not
      due to forecast change) to another site of [**] of the total [**]
      headcount requires written advanced notice to T-Mobile [**] StarTek will
      provide a comprehensive written plan as to how StarTek will maintain
      services of line of business to mitigate impact and prevent tangible and
      intangible cost to T-Mobile

3.    CALL VOLUME AND FORECASTING.

      3.1.  For the purposes of meeting the forecast, StarTek will utilize full
            time equivalents ("FTEs") in accordance with this Statement of Work.
            An FTE is defined as [**] Customer Facing Employee [**]. An FTE is
            not equivalent to a headcount.

      3.2.  FTEs will be classified into the following categories:

            3.2.1. Production FTE, which includes FTEs who are agents productive
                  to the line of business

            3.2.2. Training FTE, which includes FTEs who are currently in
                  training and not productive to the line of business

            3.2.3. Get More Academy ("GMA") FTE, which includes FTEs who are
                  productive to the line of business at least part of their day,
                  but are still in training

            3.2.4. Leave of Absence ("LOA") FTE, which includes all FTEs who
                  cannot be classified into Production, Training, or GMA.

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      3.3.  T-Mobile will regularly prepare and deliver to StarTek the following
            forecasts for the services to support the proper planning of the
            infrastructure required to support the programs:

            3.3.1. T-Mobile shall deliver a [**] rolling informational forecast
                  to StarTek on or before the 15th day of each month (the
                  "[**]"), which shall contain forecasted [**] call volumes.

            3.3.2. T-Mobile shall deliver a final forecast to StarTek no less
                  than 45 days before the 1st day of each [**] for which the
                  forecast is made, which shall contain a [**] call volume and
                  Average Handle Time ("AHT") forecast by [**] interval (the
                  "Final Forecast"). The Final Forecast will contain an updated
                  [**] call volume and AHT forecasts, which will vary no more
                  than [**] in call volume each day from the [**]. If the Final
                  Forecast is not delivered in a timely fashion with respect to
                  a particular month, the appropriate [**] rolling informational
                  forecast shall be the Final Forecast for such [**].

            3.3.3. For informational purposes only, T-Mobile shall deliver a
                  [**] forecast.

      3.4.  StarTek will use [**] call volume forecasts provided by T-Mobile as
            the Final Forecast in accordance with this Agreement. This process
            is known as Interval Forecasting. StarTek will schedule the
            appropriate number of FTEs in [**] intervals to meet service levels
            outlined in the T-Mobile Final Forecast. This process is known as
            Interval Scheduling. StarTek will provide Interval Scheduling plans
            to T-Mobile as a [**] look ahead after receiving a Final Forecast
            from T-Mobile. These Interval Scheduling plans will illustrate how
            StarTek plans to meet the Key Performance Indicator (KPI) Service
            Level. The documented plans will include the number of required FTEs
            to meet the KPI Service Level, the number of scheduled agents, and
            the [**] Service Level Objectives.

      3.5.  StarTek will provide to T-Mobile USA all assumptions used to
            translate forecasts into scheduled FTEs.

      3.6.  T-Mobile and StarTek will cooperatively manage [**] schedule
            adjustments to manage actual call volumes.

      3.7.  T-Mobile and StarTek will mutually agree upon and participate in the
            preparation of other call volume forecasts, as reasonably required
            for the successful performance of the Programs. These may include,
            without limitation, [**]. As part of the support structure, StarTek
            will provide a National Resource Planning Analyst who will, among
            other things, assist T-Mobile in the development of call volume
            forecasts.

      3.8.  StarTek will recruit, train, and staff to a minimum of [**] of the
            forecasted FTE and be able to handle [**] of the forecasted call
            volume. If the Final Forecast for a particular [**] is [**] or more
            of the Final Forecast for the proceeding [**], StarTek may add
            additional staff to service such increase with the prior consent of
            T-Mobile, which consent shall not be unreasonably withheld.

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      3.9.  If the Production FTE count falls [**] the forecasted FTE, StarTek
            will recruit and hire agents to back-fill the attrition as long as
            T-Mobile is delivering a minimum of [**] of forecasted volume. The
            recruited agents must start training within [**] of exceeding
            threshold. [**].

      3.10. If the FTE requirement drops [**], T-Mobile will work with StarTek
            in good faith to back-fill with additional business [**] as StarTek
            ramps down to the required FTEs. T-Mobile and StarTek will mutually
            agree in writing on the number of FTEs that will be included in the
            ramp down.

      3.11. The forecasts referred to above shall in no way represent a
            commitment from T-Mobile to provide volumes to StarTek, except for
            purposes of amounts payable by T-Mobile to StarTek as provided in
            this Section 3.12.

      3.12. Amounts payable to StarTek hereunder and the KPI calculation shall
            be based upon the following:

            3.12.1. When the [**] exceeds [**] of Final Forecast, then StarTek
                  shall be paid for the [**].

            3.12.2. When the [**] is less than [**] of the Final Forecasted call
                  volume, and StarTek is staffed at no less than [**] of the
                  required Final Forecasted FTE, then StarTek shall be paid
                  according to the following formula: [**].

4.    AVERAGE HANDLE TIME. Average Handle Time ("AHT") is defined as the sum of
      average talk time; hold time while on a call, and after call work. Both
      parties will mutually agree upon an AHT goal within sixty (60) days of the
      conclusion of the initial ramp period

5.    RAMP. Ramp is defined as any required FTE increase necessary to
      accommodate call volume growth of greater than [**] of the volume in the
      peak week of the prior [**].

6.    RAMP PLANS. For the purposes of this document a Ramp Plan is defined as a
      T-Mobile approved plan to add substantial FTEs to a current line of
      business or a change to the current line of business with substantial
      additions to current StarTek FTEs that support T-Mobile services. StarTek
      must submit written Ramp Plans to T-Mobile for written approval by a
      T-Mobile operations manager or above.

      6.1.  In the event of a new ramp plan or a change to the [**]line of
            business supported by StarTek, the AHT monthly objectives will be
            adjusted depending upon the percentage of net growth in training FTE
            graduates to the maximum headcount during the growth period. The
            embedded MS Excel worksheet is an example of the adjustments and
            will be subject to the AHT objectives agreed to as set forth in
            Section 4 A printed example is shown in Exhibit C.

7.    TRAINING.

      7.1.  Agents will be trained on the standard T-Mobile New Hire Training
            Curriculum. Training for the program shall be conducted in
            accordance with the T-Mobile New Hire Training Curriculum. Upon [**]
            written notice to StarTek, T-Mobile may change the T-Mobile New Hire
            Training Curriculum and the hours required for delivery. Prior to
            completion of training, T-Mobile will deliver all applicable
            application IDs. Sharing of application IDs is prohibited under
            T-Mobile policy.

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            StarTek will establish procedures to prevent sharing of application
            IDs. Any agent who violates this policy will be promptly removed
            from the T-Mobile account.

      7.2.  Any new hire training conducted for net growth must be approved in
            writing by a T-Mobile training manager or above. Written approval
            must be attached to the invoice in order to substantiate billable
            new hire training. T-Mobile will be kept informed of all attrition
            during the training period.

      7.3.  The ratio of trainers to trainees is not to exceed a classroom level
            of [**] The two trainers can include a fully certified trainer with
            the support of a supervisor who has been through a certified
            training program.

      7.4.  All costs and expenses for training and training materials for new
            agents and any initial and program extension training, or changes or
            modifications to the program or continuation training that exceeds
            [**] shall be borne by [**]. Online options must be used [**] in
            lieu of printed materials wherever reasonably available. All written
            materials must be reused by StarTek where reasonable. [**] will not
            reimburse for training or training materials utilized for
            attrition-related training. [**] shall not compensate [**] for any
            agent who does not complete the training and graduate from [**].
            Documented training trackers must accompany all invoices for
            approval of billed charges. Documentation must contain as much
            information as allowed by law. Information required by not limited
            to: Agent name, agent training start date, attendance record, and
            assessment and quality scores. All Continuing Education classes are
            to be tracked via auxiliary (AUX) or automatic call distributor
            (ACD) code and submitted monthly with reporting displaying agent's
            name, the exact amount of time spent in each training course, the
            name of each training course, and the total time in the month spent
            in Continuing Education training. It is StarTek's responsibility to
            deliver all appropriate training within the scheduled time frame,
            subject to service level considerations.

      7.5.  StarTek will schedule StreamLine read time not to exceed the amount
            of six (6) minutes per day, no more than thirty (30) minutes per
            agent per week. Streamline read time must be measured via ACD or AUX
            code, or skill set, and reported monthly. Streamline read time will
            be billed at the hourly continuing education training rate and is
            subject to the[**]StarTek is responsible for as referenced in
            Section 7.4.

      7.6.  StarTek must not graduate any new hire agent from training/GMA to
            production if the agent has missed more than 8 hours in the training
            classroom16 hours in GMA. The agent must return to the classroom or
            GMA as applicable to make up missed time before graduating to
            production. T-Mobile must receive written documentation of the
            missed time and proof that the time has been made up before being
            considered ready for production. New agents must also pass training
            assessments at 85% or better and score 2.6 or higher in quality
            during GMA to graduate from training to production.

      7.7.  [**] requests for removal of personnel including, but not limited
            to, new trainers and any associated materials, [**].

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      7.8.  If StarTek is not meeting the quality standards set forth in Section
            14.3 below and it is determined by T-Mobile that additional "skill
            set" training is required for StarTek representatives, [**] will
            bear the cost of the additional training.

      7.9.  T-Mobile curriculum is to be facilitated by Certified Facilitators.
            T-Mobile Certification to be provided by StarTek. If StarTek does
            not have a certification course they will be required to use the
            T-Mobile certification course. Facilitators are required to be
            certified by either T-Mobile Learning and Development specialist or
            their own Certified Training Manager. Uncertified
            Supervisors/Operations Managers/Coaches or Team Leads cannot conduct
            new Hire training.

      7.10. StarTek will abide by the documented training guidelines. Any
            changes to the documented training guidelines by T-Mobile must be
            provided to StarTek no less than [**] prior to implementation. Any
            changes materially impacting StarTek's cost must be agreed to by
            both parties.

8.    ESCALATION PROCEDURES. StarTek shall utilize T-Mobile-provided escalation
      processes, to handle calls beyond the agent's scope of training or for
      management support of a customer issue. This process will ensure that each
      call that cannot be handled by the agent is then handled by the lead
      representative up through the manager before being transferred to T-Mobile
      for resolution. If a customer requires management support, the agent shall
      transfer the call to a manager. T-Mobile shall update all on-line job
      aides that define the escalation procedures for the program when any
      changes are made.

9.    [**].

      9.1.  [**].

10.   CUSTOMER CARE SYSTEMS. StarTek shall be responsible for costs associated
      with workstations and local area network (LAN) infrastructure equipped to
      run the most recent version of the [**] deployed at the time of the
      implementation of this Agreement. StarTek is hereby granted a license for
      the term of this Agreement to use the [**] for the sole purposes of
      performing its obligations under this Agreement. StarTek shall also
      provide the building and telecommunications switch for the Interactive
      Voice Response (IVR) system, remote monitoring application and associated
      toll free number, Universal Power Supply (UPS), desktop computers, office
      supplies, and dedicated workspaces in each call center. [**] shall be
      responsible for costs associated with wide area network (WAN)
      infrastructure (including, but not limited to, the WAN data connectivity
      infrastructure, application/database servers, routers, and related
      peripherals. [**] shall also be responsible for software required to
      support the [**]. T-Mobile will be responsible for the [**], Knowledge
      Database, and Call Tracking systems required to support the Services
      performed under this Agreement.

11.   SYSTEMS USE AND DOWNTIME. Information given to callers or collected by
      agents will be directly taken from and/or input into T-Mobile's systems.
      In the event that T-Mobile's systems go down, StarTek shall capture call
      information in Remedy, or on the downtime forms provided by T-Mobile.
      StarTek will be instructed on procedures

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      in each scenario as applicable by T-Mobile. If paper forms are utilized,
      StarTek agrees that it shall then input information from these downtime
      forms once the system is restored. Turnaround commitment to enter downtime
      forms into T-Mobile's systems will be [**] from the time when T-Mobile's
      systems are restored. If call volume does not allow for [**] turnaround
      due to call volume meeting at least [**] of the forecasted volume, another
      [**] input period shall be granted. Downtime forms will be destroyed
      (shredded or burned) or sent to T-Mobile, as directed by T-Mobile, every
      [**]. StarTek will assign a special ACD tracking code to designate when
      specified representatives are entering downtime form information into
      T-Mobile systems. StarTek shall provide a downtime productivity report to
      T-Mobile displaying time in code, number of downtime forms processed and
      occupancy rate. T-Mobile agrees to pay StarTek [**] (contingent upon
      meeting [**] per agent to be agreed upon by both parties) for entering
      downtime information as stated in the Pricing Schedule set forth in
      Section 24 of this Statement of Work.

12.   OVERTIME.

      12.1. If the call volume exceeds the Final Forecast by more than [**],
            StarTek will so notify T-Mobile and will recruit trained agents to
            work overtime to support the call handling. Any overtime in excess
            of [**] of Final Forecasted volume must be authorized by T-Mobile
            operations manager or above. For T-Mobile authorized overtime
            T-Mobile will pay the overtime rate set forth in Section 25 for all
            volume handled in excess of [**] of the Final Forecast. The billable
            overtime minutes will be calculated as set forth in Section 12.4.

      12.2. The recruiting process for overtime shall be deployed as soon as the
            circumstance affecting the call volume variance is identified. If
            StarTek identifies the item at least [**] before the occurrence,
            StarTek shall use its commercially reasonable efforts to minimize
            the financial impact by changing schedules to support the staffing
            required. StarTek shall also recruit agents to work overtime on a
            [**] basis when the [**] call volume dictates additional staffing
            needs to maintain service goals.

      12.3. Except as provided above in Section 12.2, StarTek shall obtain
            written authorization from T-Mobile for any overtime that may be
            required or incurred for the performance of the Programs.

      12.4. T-Mobile authorized overtime as defined in section 12.1 will be
            calculated for purposed of invoice payment by multiplying the
            handled call volume in excess of [**] of Final Forecast by the [**],
            and dividing through by 60 to get minutes.

13.   SIGNIFICANT CHANGES. When significant changes occur to the processes
      utilized to provide services, T-Mobile has the right to request
      information related to compliance and execution of such changes.

14.   KPI'S. The KPI's for Services performed hereunder shall be effective for
      purposes of bonus/penalty adjustments to the invoice as set forth in
      Exhibit B, as of sixty (60) days following the completion of the initial
      ramp period.

      14.1. Service Level. Inbound [**] customer service calls: [**]

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      14.2. Call Volume. [**.]

      14.3. Call Quality. According to the results from the call quality
            observation process, as described below, with a minimum score of
            [**].

            14.3.1. For the purposes of ensuring Call Quality, StarTek and
                  T-Mobile shall measure the agents' call quality using the
                  following types of observations:

                  14.3.1.1. T-Mobile observation

                  14.3.1.2. StarTek operations observation (4 per agent/month);

                  14.3.1.3. StarTek quality observation (4 per agent/month)

            14.3.2. KPI performance is based upon T-Mobile scores only, whereas
                  the function of the StarTek operations and quality
                  observations is to provide immediate and monthly feedback to
                  agents and StarTek management.

            14.3.3. For the purposes of billing, the scores for all of these
                  observations will be [**] The StarTek operations and StarTek
                  quality observations must each be [**]. If either the StarTek
                  operations or the StarTek quality observation is not [**]
                  T-Mobile may provide written approval of exception to this
                  section 14.3.3 given the number of outsourced issue tickets on
                  T-Mobile observations.

            14.3.4. Calibration. StarTek operations managers shall attend the
                  monthly T-Mobile calibration sessions for the line of
                  business.

            14.3.5. The call quality observation form to be used in this process
                  shall be provided by T-Mobile. Results shall be used to
                  provide both immediate and monthly feedback to agents and
                  StarTek management. StarTek will make best effort to provide
                  each agent with feedback/coaching within 24 hours of being
                  monitored by T-Mobile, StarTek quality team or StarTek
                  operations. StarTek shall keep written documentation of each
                  agent session, signed by the agent, and available for review
                  by T-Mobile upon request. The call quality scoring criteria
                  used by StarTek will match that used by T-Mobile. StarTek must
                  achieve a minimum voice quality score [**] Call monitoring
                  feedback sessions will be held between the agent and the
                  agent's direct supervisor. Any monitored calls using profanity
                  or customer abuse as determined by T-Mobile will result in
                  immediate, unchallenged agent termination from the T-Mobile
                  program.

      14.4.

      14.5.

      14.6. Credit and Adjustments. StarTek shall [**] accuracy audits

15.   REPORTS. StarTek shall provide T-Mobile with standard call count reports
      and performance reports on a [**] basis [**] by [**] for the previous [**]
      by [**] for the previous [**], and [**] by [**] for the previous [**]. The
      reports shall be in the format and contain the information mutually agreed
      upon between StarTek and T-Mobile. StarTek shall provide report cards
      reflecting measurements of the KPIs and all of the above metrics within
      [**] of each [**]. All reporting fed by data from the

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      switch is considered standard and is not subject to non-standard report
      development costs. Hourly lines of business must have agent detail payroll
      reports to substantiate that billable hours do not exceed actual hours
      worked. T-Mobile and StarTek shall mutually agree upon any other reports
      and the cost associated with the development of those reports. T-Mobile
      agrees to follow the change management process defined by StarTek and
      agreed to by T-Mobile when requesting changes to reports or additional
      information. If T-Mobile requires material format changes to T-Mobile
      standard reports, T-Mobile will be required to compensate StarTek for the
      development costs, based upon the rate outlined in the Pricing Schedule
      set forth in Section 25 of this Statement of Work and will be [**] prior
      to invoicing.

16.   MONITORING. T-Mobile shall have the right, to the extent permitted by law
      and at no additional expense, to monitor at any time (either on-site or
      remotely) customer contact calls and/or specific agents to ensure
      compliance with performance, operational and quality control standards.
      [**] must provide [**] with a remote monitoring solution. There are two
      quality monitoring options required: a [**] and a [**]. [**] would manage
      the [**] calls within [**] of being [**]. [**] requires a minimum of [**]
      calls per agent per month [**]. [**] must have the ability to monitor
      random calls as they come into the queue, or by locating specific agents
      [**].

      A.    HOLIDAYS. StarTek shall observe the following holiday schedule [**].
            T-Mobile shall compensate StarTek for holiday rates as identified in
            the Pricing Schedule set forth hereunder when applicable to the
            location where work is performed. Holiday rates apply to the actual
            holiday only.

                        [**]                        US HOLIDAYS
                        [**]                  New Year's Day (Jan 1)
                        [**]             Memorial Day (last Monday in May)
                        [**]                  Fourth of July (July 4)
                        [**]           Labor Day (first Monday in September)
                        [**]        Thanksgiving Day (4th Thursday in November)
                        [**]                  Christmas (December 25)

17.   SYSTEM DOWNTIME; FORCE MAJEURE.

      17.1.In the event StarTek determines that system maintenance is necessary,
            StarTek will notify T-Mobile of the need for such maintenance [**]
            prior to the maintenance, and will obtain the prior written approval
            of T-Mobile to schedule the time and duration of such maintenance.
            All routine maintenance shall be scheduled during off-peak system
            hours. In no event shall disclosed and approved interruption of
            Services for system maintenance constitute a failure of performance
            by StarTek if performed in accordance with this Section 17. StarTek
            shall promptly report to T-Mobile any StarTek system failures,
            including the duration and impact.

      17.2. Except for T-Mobile's obligation to make payments for services
            actually performed, each Party's failure to perform shall be excused
            where such failure is a result of causes beyond its reasonable
            control. Such causes shall include

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            without limitation acts of God, strikes, lockouts, riots, acts of
            war, epidemics, governmental regulations imposed after the fact,
            fire, communication line failures of third parties, vandalism, power
            failures by third parties, cables cut by third parties, earthquakes,
            floods or other similar catastrophes, terrorist activities, failure
            of the T-Mobile system or the Internet not related to StarTek's
            actions or inactions, any law, order, regulation, direction, action
            or request of any governmental entity or court or civil or military
            authority having jurisdiction over either of the parties, national
            emergencies, insurrections, riots, wars, strikes, lock outs, or work
            stoppages. In the event of failures to perform for [**] or more as a
            result of a force majeure, either Party may terminate the Agreement
            by giving written notice to the other Party. Any such notice of
            termination shall be effective upon receipt.

      17.3.Notwithstanding the foregoing or anything in the Agreement to the
            contrary, StarTek shall take commercially reasonable steps to ensure
            that the Services shall continue without interruption due to StarTek
            systems failure during the term of the Agreement by implementing
            [**] reasonably necessary to provide the Services with an up-time of
            [**] (not including scheduled maintenance), which shall include [**]
            and the like. The components and execution of this plan must be
            reviewed, updated, and tested semi annually and results reported to
            T-Mobile.

      17.4. Where downtime is a result of [**]

      17.5. Where downtime is a result of [**]

18.   ALLOCATION OF RESOURCES. T-Mobile acknowledges that upon the occurrence of
      a force majeure event or in instances of unusually high demand, demands on
      StarTek's facilities may exceed such facilities available capacity. In any
      such instance, StarTek shall, upon written notice to T-Mobile, be entitled
      to equitably prioritize Services and otherwise curtail utilization of its
      facilities in a manner so that any degradation to the Services provided to
      T-Mobile is (unless agreed otherwise by T-Mobile in writing) no greater
      than the level of degradation experienced by StarTek's other customers.
      Upon the request of T-Mobile, StarTek shall provide T-Mobile with
      reasonable evidence of its compliance with the foregoing.

19.   RECRUITING REQUIREMENTS. StarTek recruiting efforts shall meet the
      following requirements in the selection process of all personnel hired to
      perform the T-Mobile USA services as describe in this SOW. T-Mobile
      reserves the right to audit the selection process.

      19.1. A mutually approved customer service assessment

      19.2. A behavioral interview

      19.3.Background checks, which shall include criminal records, are required
            and shall be completed before employment. Costs incurred for
            background checks associated with such criminal records [**].

20.   STAFFING REQUIREMENTS. StarTek agrees to maintain the following staffing
      ratios: [**] StarTek agrees that all managers shall be full-time StarTek
      employees. Subject to Section 21.1, StarTek will ensure that each person
      assigned to a function has the

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      necessary functional and T-Mobile-related training to successfully perform
      the function. StarTek must provide specific agent information up to what
      the law allows. Information required includes agent name, agent ID, start
      date on T-Mobile line of business, assessment scores, termination date
      from T-Mobile line of business, quality average.

21.   All support functions such as StarTek quality, instructional analysts, and
      trainers must be housed within the site where the work for this line of
      service is being performed unless otherwise agreed to in writing by
      T-Mobile.

      21.1.In addition, before a function is performed by an individual assigned
            to that function, StarTek shall verify that the necessary skills
            have been attained through the use of certification of skills
            program. If T-Mobile reasonably requests StarTek to remove any
            personnel performing Services pursuant to this Agreement, StarTek
            shall promptly comply with such request, within [**]. In support of
            this process, StarTek will do the following:

            21.1.1. Team leaders/supervisors shall go on-line to support
                  customer calls each week for at least [**] (approximately
                  [**]) to maintain their skills. The remainder of their time
                  shall be used to support agent development, and to otherwise
                  assist StarTek employees to perform the Services.

            21.1.2. Quality Assurance specialists shall go on-line to support
                  customer calls each [**] for at least [**] (approximately
                  [**]) to maintain their skills.

            21.1.3. Managers, lead representatives, team leaders/supervisors and
                  trainers must be full-time employees of StarTek and must have
                  completed T-Mobile National Standard Curriculum Training.

            21.1.4. Supervisors will monitor a minimum of two (2) calls per
                  agent per week.

22.   FRAUD. StarTek shall implement and enforce T-Mobile policies and
      procedures as well as StarTek's own procedures to detect and prevent
      handset or credit card theft or other fraudulent activity by an employee
      or agent of StarTek. StarTek shall cooperate with any T-Mobile
      investigation into handset or credit card theft or other fraudulent
      activity by an employee or agent of StarTek. If an employee or agent of
      StarTek is suspected of committing handset or credit card theft or other
      fraudulent activity against T-Mobile, StarTek will promptly notify
      T-Mobile of the suspected fraudulent activity and will provide T-Mobile
      with information necessary to conduct an investigation, including but not
      limited to the employee name, address, contact information, social
      security number, emergency contact address and phone numbers, and any
      other information that will assist in investigation of the suspected
      fraudulent activity. This information will be provided to T-Mobile within
      48 hours of the request from T-Mobile.

      StarTek will assume all responsibility for handset theft, credit card
      theft or other fraudulent activity by an employee or agent of StarTek or
      their failure to follow T-Mobile policies and procedures. [**] the
      following address:

            T-Mobile USA, Inc.
            Attn:  Kevin Golas, Sr. Manager of Investigations

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            794 Roble Road
            Allentown, PA  18109

      [**] shall be made to T-Mobile within [**] of the date the outsourced
      vendor receives an [**].

      T-Mobile reserves the right to prosecute any employee or agent of StarTek
      that committed fraud against T-Mobile or a customer of T-Mobile.

23.   BILLABLE MINUTES: For purposes of this Agreement, "Billable Minutes " is
      defined as:

      23.1. [**] multiplied by the [**] when [**] is delivered to StarTek.

      23.2.In the event where less than [**] is delivered to StarTek, amounts
            payable to StarTek shall be based upon [**].

      23.3.During system downtime as a result of a [**], amounts payable [**].
            Where actual AHT is unavailable [**], the lesser of [**] will be
            substituted.

      23.4.StarTek shall be paid [**] rate as listed in Section 25 for the
            actual minutes of processing downtime forms as detailed in the
            required ACD productivity reports displaying time in code and number
            of forms processed. .

      23.5.During system downtime as a result of a StarTek failure outside the
            definitions provided for in Section 17.2, and StarTek is unable to
            accept the call volume T-Mobile is otherwise prepared to provide it,
            for the purposes of determining KPI penalties, StarTek will use the
            forecasted volume to determine service levels for those downtime
            intervals.

      23.6.Overtime will be calculated by interval using the following formula:
            interval handled call volume in excess of [**] multiplied by the
            lesser of [**] of the KPI AHT and interval AHT, and divided through
            by 60 to obtain the number of minutes. These are the billable OT
            minutes where T-Mobile USA has solicited and provided written
            approval of overtime.

24.   SERVICE LEVELS /BREACH OF SERVICE LEVELS. StarTek shall meet or exceed the
      Key Performance Indicator Service Levels as provided in Performance
      Pricing Matrix in Exhibit B. Performance outside of the neutral zone of
      the specified Key Performance Indicators will result in
      increases/deductions to the overall price per minute as provided in
      Exhibit B.

      24.1.In the event that StarTek negatively performs any of the Key
            Performance Indicators, in performance subject to deductions in
            payment/pricing (not neutral or bonus-able performance) as specified
            in Performance Price Matrix in Exhibit B, for a consecutive period
            of [**], StarTek shall be in breach of this Agreement. StarTek shall
            prepare a plan to cure the breach and shall have [**] from the date
            of the first date of failure in which to cure the breach. In the
            event that StarTek fails to cure the breach within the [**] from the
            date of the first date of failure, T-Mobile may terminate the
            Agreement for StarTek's breach.

25.   PRICING SCHEDULE. T-Mobile shall pay StarTek for Services as provided in
      the following schedule. Interim prices apply until[ **] following the
      initial ramp period.

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      Penalty and Bonus Matrix (KPIs) shall apply [**] following the initial
      ramp period and the premium pricing goes into effect.

      25.1.INTERIM PRICING. Interim Pricing shall apply until [**] following the
            conclusion of the initial ramp period

            25.1.1. Standard Rate: [**]

            25.1.2. Holiday Rate: [**]

            25.1.3. Overtime Rate: [**]

      25.2.PREMIUM PRICING. Premium Pricing shall apply as of [**] following the
            conclusion of the initial ramp period.

            25.2.1. Standard Rate: [**]

            25.2.2. Holiday Rate: [**]

            25.2.3. Overtime Rate: [**]

      25.3. [**.]

            25.3.1. [**]

            25.3.2. [**]

            25.3.3. [**]

            25.3.4. [**]

            25.3.5. [**]

            25.3.6. [**]

            25.3.7. [**]

            25.3.8. [**]

            25.3.9. [**]

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                                 EXHIBIT B [**]

                * -- ALL FIGURES ON EXHIBIT B HAVE BEEN REDACTED
                                      [**]

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                                    EXHIBIT C

                * -- ALL FIGURES ON EXHIBIT B HAVE BEEN REDACTED
                                      [**]

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                                   EXHIBIT A-6

                            STATEMENT OF WORK - [**]

This Statement of Work, Exhibit A-6 is incorporated into that certain T-Mobile
USA Service Partner Services Agreement ("Agreement") dated August 1, 2005 by and
between T-Mobile USA, Inc. ("T-Mobile") and StarTek USA, Inc. ("StarTek"). The
Statement of Work shall be effective as of August 1, 2005 and the defined terms
used in this Statement of Work shall have the meanings provided in the Agreement
unless expressly defined herein.

1.    GENERAL. StarTek will handle [**] work for T-Mobile. StarTek will maintain
      a dedicated program (i.e., StarTek's dedicated representatives shall
      handle only T-Mobile work, StarTek's team supervisors shall support only
      T-Mobile dedicated representatives and StarTek's team managers will
      support only T-Mobile dedicated team supervisors) to perform the Services.

2.    HOURS OF OPERATION. Except as otherwise set forth herein, the hours of
      operation will be [**]. Any change to the hours of operation on a T-Mobile
      line of business at any site by StarTek requires written request and
      approval by a Vice President of T-Mobile of the change. Any change to the
      hours of operation on a T-Mobile line of business at any site by T-Mobile
      requires written notification to StarTek. Any closure of a site or 100%
      reallocation of headcount to another site in which a T-Mobile line of
      business resides requires written notice to T-Mobile [**] in advance of
      the closure or reallocation. Any reallocation of headcount (not due to
      forecast change) to another site [**] of the total line of business
      headcount requires written to T-Mobile [**] in advance. StarTek will
      provide a comprehensive written plan as to how StarTek will maintain
      services for the line of business to mitigate impact and prevent tangible
      and intangible cost to T-Mobile.

3.    CALL VOLUME AND FORECASTING.

      3.1.  For the purposes of meeting the forecast, StarTek will utilize full
            time equivalents ("FTEs") in accordance with this Statement of Work.
            An FTE is defined as [**] Customer Facing Employee [**]. An FTE is
            not equivalent to headcount.

      3.2.  FTEs will be classified into the following categories:

            3.2.1. Production FTE, which includes FTEs who are agents productive
                  to the line of business

            3.2.2. Training FTE, which includes FTEs who are currently in
                  training and not productive to the line of business

            3.2.3. Get More Academy ("GMA") FTE, which includes FTEs who are
                  productive to the line of business at least part of their day,
                  but are still in training

            3.2.4. Leave of Absence ("LOA") FTE, which includes all FTEs who
                  cannot be classified into Production, Training, or GMA.

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      3.3.  T-Mobile will regularly prepare and deliver to StarTek the following
            forecasts for the services to support the proper planning of the
            infrastructure required to support the programs:

            3.3.1. T-Mobile shall deliver a [**] rolling informational forecast
                  to StarTek on or before the 15th day of each month (the [**]),
                  which shall contain forecasted [**] call volumes.

            3.3.2. T-Mobile shall deliver a final forecast to the StarTek no
                  less than 45 days before the 1st day of each [**] for which
                  the forecast is made, which shall contain a [**] call volume
                  and Average Handle Time ("AHT") forecast by [**] interval (the
                  "Final Forecast"). The Final Forecast will contain an updated
                  [**] volume and AHT forecasts, which will vary no more than
                  [**] in call volume each day from the [**]. If the Final
                  Forecast is not delivered in a timely fashion with respect to
                  a particular month, the appropriate [**] rolling informational
                  forecast shall be the Final Forecast for such [**].

            3.3.3. For informational purposes only, T-Mobile shall deliver a
                  [**] forecast.

      3.4.  StarTek will provide to T-Mobile all assumptions used to translate
            forecasts into scheduled FTE.

      3.5.  T-Mobile and StarTek will mutually agree upon and participate in the
            preparation of other work volume forecasts, as reasonably required
            for the successful performance of the Programs in this line of
            business. These may include, without limitation, [**]. As part of
            the support structure, StarTek will provide a National Resource
            Planning Analyst who will, among other things, assist T-Mobile in
            the development of work volume forecasts.

      3.6.  StarTek will recruit, train, and staff to a minimum of [**] of the
            forecasted FTE and be able to handle [**] of the forecasted work
            volume. If the Final Forecast for a particular [**] is [**] or more
            of the Final Forecast for the proceeding [**], StarTek may add
            additional staff to service such increase with the prior consent of
            T-Mobile, which consent shall not be unreasonably withheld.

      3.7.  If the Production FTE count falls [**] below the forecasted FTE,
            StarTek will recruit and hire agents to back-fill the attrition. The
            recruited agents must start training within fourteen (14) days of
            exceeding threshold. The associated training costs are the
            responsibility of the StarTek and are not billable to T-Mobile.

      3.8.  If the FTE requirement drops [**] T-Mobile will work with StarTek in
            good faith to back-fill with additional business [**] as StarTek
            ramps down to the required FTEs. T-Mobile and StarTek will mutually
            agree in writing on the number of FTEs that will be included in the
            ramp down.

4.    PRODUCTIVITY SPECIFIC TO WORKLOAD TYPE. T-Mobile and StarTek will agree on
      productivity measurements specific to the line of business.

5.    RAMP. Ramp is defined as any required FTE increase necessary to accomodate
      work volume growth of greater than [**] of the volume in the peak [**] of
      the prior [**].

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6.    RAMP PLANS. For the purposes of this document a Ramp Plan is defined as a
      T-Mobile approved plan to add substantial FTEs to a current line of
      business or a change to the current line of business with substantial
      additions to current StarTek FTEs that support T-Mobile services. StarTek
      must submit written Ramp Plans to T-Mobile for written approval by a
      T-Mobile operations manager or above.

7.    TRAINING.

      7.1.  Agents will be trained on the T-Mobile standard New-Hire Training
            Curriculum. Training for the program shall be in accordance with the
            T-Mobile New Hire Training Curriculum. Upon [**] written notice to
            StarTek, T-Mobile may change the T-Mobile New Hire Training
            Curriculum and the hours required for delivery. Prior to completion
            of training, T-Mobile will deliver to StarTek all applicable
            application IDs. Sharing of application IDs is prohibited under
            T-Mobile policy. StarTek will establish procedures to prevent
            sharing of application IDs. Any agent who violates this policy will
            be promptly removed from the T-Mobile account.

      7.2.  Any new hire training conducted for net growth must be approved in
            writing by a T-Mobile training manager or above. Written approval
            must be attached to the invoice in order to substantiate billable
            new hire training. T-Mobile will be kept informed of all attrition
            training.

      7.3.  All agent-level training-period performance, including attendance,
            quality, and assessment scores, regardless of whether net growth or
            attrition-related, will be reported [**] invoice.

      7.4.  The ratio of trainers to trainees is not to exceed a classroom level
            of [**] The [**] trainers can include a fully-certified trainer with
            the support of a supervisor who has been through a certified
            training course.

      7.5.  All costs and expenses for training and training materials for new
            agents and any initial and program extension training, or changes or
            modifications to the program or continuation training that exceeds
            [**] shall be borne by [**] Online options must be used by StarTek
            in lieu of printed materials wherever reasonably available. All
            written materials must be reused by StarTek where reasonable. [**]
            will not reimburse for training or training materials utilized for
            attrition-related training. [**] shall not compensate [**] for any
            agent who does not complete the training and graduate from [**].
            Documented training trackers must accompany all invoices for
            approval of billed charges. Documentation must contain as much
            information as allowed by law. Information required but not limited
            to: Agent name, agent training start date, attendance record, and
            assessment and quality scores. All Continuing Education classes are
            to be tracked via auxiliary (AUX) or automatic call distributor
            (ACD) code and submitted monthly with reporting displaying agent's
            name, the exact amount of time spent in each training course, the
            name of each training course, and the total time in the month spent
            in Continuing Education training. It is StarTek's responsibility to
            deliver all appropriate training within the scheduled time frame,
            subject to service level considerations.

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      7.6.  StarTek will schedule Streamline read time not to exceed the amount
            of six (6) minutes per day, no more than thirty (30) minutes per
            agent per week. Streamline read time must be measured via ACD or AUX
            code, or via skill set, and reported monthly. Streamline read time
            will be billed at the hourly continuing education training rate and
            is subject to the [**] StarTek is responsible for as referenced in
            section 7.5.

      7.7.  StarTek must not graduate any new hire agent from training/GMA to
            production if the agent has missed more than 8 hours in the training
            classroom, or 16 hours in GMA. The agent must return to the
            classroom or GMA as applicable to make up missed time before
            graduating to production. T-Mobile must receive written
            documentation of the missed time and proof that the time has been
            made up before being considered ready for production. New agents
            must also pass training assessments at [**] or higher in quality
            scores during GMA to graduate from training to production.

      7.8.  [**] requests for removal of personnel, including, but not limited
            to, new trainers and any associated materials, [**].

      7.9.  If StarTek is not meeting the quality standards set forth in Section
            14 below and it is determined by T-Mobile that additional "skill
            set" training is required for the StarTek representatives, [**] will
            bear the cost of the additional training.

      7.10.T-Mobile curriculum is to be facilitated by Certified Facilitators.
            Certification to be provided by StarTek. If the StarTek does not
            have a certification course they will be required to use the
            T-Mobile approved certification course. Facilitators are required to
            be certified by either T-Mobile Learning and Development specialist
            or their own Certified Training Manager. Non-certified
            Supervisors/Operations Managers/Coaches or Team Leads cannot conduct
            New Hire Training.

      7.11. StarTek will abide by the documented training guidelines.

8.    ESCALATION PROCEDURES. StarTek shall utilize T-Mobile-provided escalation
      processes, to handle calls beyond the agent's scope of training or for
      management support of a customer issue. This process will ensure that each
      call that cannot be handled by the agent is then handled by the lead
      representative up through the manager before being transferred to T-Mobile
      for resolution. If a customer requires management support, the agent shall
      transfer the call to a manager. T-Mobile shall update all on-line job
      aides that define the escalation procedures for the program when any
      changes are made.

9.    [**]

      9.1.  [**]

10.   CUSTOMER CARE SYSTEMS. StarTek shall be responsible for costs associated
      with workstations and local area network (LAN) infrastructure equipped to
      run the most recent version of the [**] deployed at the time of the
      implementation of this Agreement. StarTek is hereby granted a license for
      the term of this Agreement to use the [**] for the sole purposes of
      performing its obligations under this Agreement. StarTek shall also
      provide the building, telecommunications switch for the Interactive

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      Voice Response (IVR) system, remote monitoring application and associated
      toll free number, Universal Power Supply (UPS), desktop computers, office
      supplies, and dedicated workspaces in each call center. [**] shall be
      responsible for costs associated with wide area network (WAN)
      infrastructure (including, but not limited to, the WAN data connectivity
      infrastructure, application/database servers, routers, and related
      peripherals. [**] shall also be responsible for software required to
      support the [**]. T-Mobile will be responsible for the [**], Knowledge
      Database, and Call Tracking systems required to support the Services
      performed under this Agreement.

11.   SYSTEMS USE AND DOWNTIME. Information given to callers or collected by
      agents will be directly taken from and/or input into T-Mobile's systems.
      In the event that T-Mobile's systems go down, StarTek shall capture call
      information in Remedy, or on the downtime forms provided by T-Mobile and
      will be instructed on procedure in each scenario as applicable by
      T-Mobile. If paper forms are utilized, StarTek agrees that it shall then
      input information from these downtime forms once the system is restored.
      Turnaround commitment to enter downtime forms into T-Mobile's systems will
      be [**] from the time when T-Mobile's systems are restored. If call volume
      does not allow for [**] turnaround due to call volume meeting at least
      [**] the forecasted volume, another [**] input period shall be granted.
      Downtime forms will be destroyed (shredded or burned) or sent to T-Mobile,
      as directed by T-Mobile, every [**]. StarTek will assign a special ACD
      tracking code to designate when specified representatives are entering
      downtime form information into System. StarTek shall provide a downtime
      productivity report to T-Mobile displaying time in code, number of
      downtime forms processed and occupancy rate. T-Mobile agrees to pay
      StarTek the [**] (contingent upon meeting [**] per agent to be agreed upon
      by both parties) for entering downtime information as stated in the
      Pricing Schedule set forth in Section 24 of this Statement of Work.

12.   OVERTIME.

      12.1.If the daily work volume will exceed the Final Forecast by more than
            [**], StarTek will so notify T-Mobile and will recruit trained
            agents to work overtime to support the work handling. If the Final
            Forecast is within [**], StarTek must recruit agents to work
            overtime to cover the shortage and StarTek shall be responsible for
            any overtime expenses. Any additional staffing required for call
            volume over [**] Final Forecast must be approved by T-Mobile in
            advance. T-Mobile will pay the overtime rate for all approved
            overtime.

      12.2.The recruiting process for overtime shall be deployed as soon as the
            circumstance affecting the call volume variance is identified. If
            StarTek identifies the item at least [**] before the occurrence,
            StarTek shall use its commercially reasonable efforts to minimize
            the financial impact by changing schedules to support the staffing
            required. StarTek shall also recruit agents to work overtime on a
            [**] basis when the [**] call volume dictates additional staffing
            needs to maintain service goals.

      12.3.Except as provided above in Section 12.2, StarTek shall obtain
            written authorization from T-Mobile for any overtime that may be
            required or incurred for the performance of the Programs.

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      12.4.A reasonable estimate for the amount of overtime necessary to meet
            the Service Level will be provided to T-Mobile for written approval.
            Overtime need should be driven by [**] of the forecast. Overtime
            resulting from staffing [**].

13.   SIGNIFICANT CHANGES. When significant changes occur to the processes
      utilized to provide services, T-Mobile has the right to request
      information related to compliance and execution of such changes.

14.   KPIS. [**] T-Mobile will provide [**] specific KPIs to StarTek USA, Inc.
      All KPIs will be mutually agreed upon. 15. REPORTS. T-Mobile and StarTek
      will mutually agree upon required reports and timelines by December 1,
      2005. The tool for Offline will provide a "canned" set of reports.

16.   MONITORING. T-Mobile shall have the right, to the extent permitted by law
      and at no additional expense, to monitor at any time (either on-site or
      remotely) customer contact calls and/or specific agents to ensure
      compliance with performance, operational and quality control standards.
      [**] must provide [**] with a remote monitoring solution. There are two
      quality monitoring options required: a [**] and a [**]. The [**] would
      manage the [**], [**] calls within [**] of being [**]. [**] requires a
      minimum of [**] calls per agent per month [**]. [**] must have the ability
      to monitor random calls as they come into the queue, or by locating
      specific agents [**].

      A.    HOLIDAYS. StarTek shall observe the following holiday schedule [**].
            T-Mobile shall compensate StarTek for holiday rates as identified in
            the Pricing Schedule set forth hereunder when applicable to the
            location where work is performed. Holiday rates apply to the actual
            holiday only.

                        [**]                        US HOLIDAYS
                        [**]                  New Year's Day (Jan 1)
                        [**]             Memorial Day (last Monday in May)
                        [**]                  Fourth of July (July 4)
                        [**]           Labor Day (first Monday in September)
                        [**]        Thanksgiving Day (4th Thursday in November)
                        [**]                  Christmas (December 25)

17.   SYSTEM DOWNTIME; FORCE MAJEURE.

      17.1.In the event StarTek determines that system maintenance is necessary,
            StarTek will notify T-Mobile of the need for such maintenance [**]
            to the maintenance, and will obtain the prior written approval of
            T-Mobile to schedule the time and duration of such maintenance. All
            routine maintenance shall be scheduled during off-peak system hours.
            In no event shall interruption of Services for prior disclosed and
            approved system maintenance constitute a failure of performance by
            StarTek if performed in accordance with this Section 17. StarTek
            shall promptly report to T-Mobile any StarTek system failures,
            duration and impact.

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      17.2. Except for T-Mobile's obligation to make payments for services
            actually performed, each Party's failure to perform shall be excused
            where such failure is a result of causes beyond its reasonable
            control. Such causes shall include without limitation acts of God,
            strikes, lockouts, riots, acts of war, epidemics, governmental
            regulations imposed after the fact, fire, communication line
            failures of third parties, vandalism, power failures by third
            parties, cables cut by third parties, earthquakes, floods or other
            similar catastrophes, terrorist activities, failure of the T-Mobile
            system or the Internet not related to StarTek actions or inactions,
            any law, order, regulation, direction, action or request of any
            governmental entity or court or civil or military authority having
            jurisdiction over either of the parties, national emergencies,
            insurrections, riots, wars, strikes, lock outs, or work stoppages.
            In the event of failures to perform for [**] or more as a result of
            a force majeure, either Party may terminate the Agreement by giving
            written notice to the other Party. Any such notice of termination
            shall be effective upon receipt.

      17.3.Notwithstanding the foregoing or anything in the Agreement to the
            contrary, StarTek shall take commercially reasonable steps to ensure
            that the Services shall continue without interruption due to a
            StarTek systems failure during the term of the Agreement by
            implementing [**] reasonably necessary to provide the Services with
            an up-time of [**] (not including scheduled maintenance), which
            shall include [**] and the like. The components and execution of
            this plan must be reviewed, updated, and tested semi-annually and
            results reported to T-Mobile.

18.   ALLOCATION OF RESOURCES. T-Mobile acknowledges that upon the occurrence of
      a force majeure event or in instances of unusually high demand, demands on
      StarTek facilities may exceed such facilities available capacity. In any
      such instance, StarTek shall, upon written notice to T-Mobile, be entitled
      to equitably prioritize Services and otherwise curtail utilization of its
      facilities in a manner so that any degradation to the Services provided to
      T-Mobile is (unless agreed otherwise by T-Mobile in writing) no greater
      than the level of degradation experienced by StarTek's other customers.
      Upon the request of T-Mobile, StarTek shall provide T-Mobile with
      reasonable evidence of its compliance with the foregoing.

19.   RECRUITING REQUIREMENTS. StarTek recruiting efforts shall meet the
      following requirements in the selection process of all personnel hired to
      perform the T-Mobile services as described in this Agreement. T-Mobile
      reserves the right to audit the selection process.

      19.1. A mutually approved customer service assessment

      19.2. A behavioral interview

      19.3.Background checks, which shall include criminal records, are required
            and shall be completed before employment. Costs incurred for
            background checks associated with such criminal records [**].

20.   STAFFING REQUIREMENTS. StarTek agrees to maintain the following staffing
      ratios: [**] StarTek agrees that all managers shall be full-time StarTek
      employees. Subject

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      to Section 21.1, StarTek will ensure that each person assigned to a
      function has the necessary functional and T-Mobile-related training to
      successfully perform the function. StarTek must provide specific agent
      information up to what the law allows. Information required includes agent
      name, T-Mobile agent IDs, start date on T-Mobile line of business,
      assessment scores, termination date from T-Mobile line of business,
      quality average.

21.   All support functions such as StarTek quality, instructional analysts, and
      trainers must be housed within the site where the work is being performed
      unless otherwise agreed to in writing by T-Mobile.

      21.1.In addition, before a function is performed by an individual assigned
            to that function, StarTek shall verify that the necessary skills
            have been attained through the use of certification of skills
            program. If T-Mobile reasonably requests StarTek to remove any
            personnel performing Services pursuant to this Agreement, StarTek
            shall promptly comply with such request, within [**]. In support of
            this process, StarTek will do the following:

            21.1.1. Team leaders/supervisors shall perform productive work for
                  at least [**] to maintain their skills. The remainder of their
                  time shall be used to support agent development, and to
                  otherwise assist StarTek employees to perform the Services.

            21.1.2. Quality Assurance specialists shall perform productive work
                  for at least [**] to maintain their skills.

            21.1.3. Managers, lead representatives, team leaders/supervisors and
                  trainers must be full-time employees of StarTek and must have
                  completed T-Mobile National Standard Curriculum Training.

            21.1.4. Supervisors will audit a mutually agreeable amount of agent
                  work per week for accuracy.

22.   FRAUD. StarTek shall implement and enforce T-Mobile policies and
      procedures as well as StarTek's own procedures to detect and prevent
      handset or credit card theft or other fraudulent activity by an employee
      or agent of StarTek USA, Inc. StarTek shall cooperate with any T-Mobile
      investigation into handset or credit card theft or other fraudulent
      activity by an employee or agent of StarTek. If an employee or agent of
      StarTek is suspected of committing handset or credit card theft or other
      fraudulent activity against T-Mobile, StarTek will promptly notify
      T-Mobile of the suspected fraudulent activity and will provide T-Mobile
      with information necessary to conduct an investigation, including but not
      limited to the employee name, address, contact information, social
      security number, emergency contact address and phone numbers, and any
      other information that will assist in investigation of the suspected
      fraudulent activity. This information will be provided to T-Mobile within
      48 hours of the request from T-Mobile.

      StarTek. will assume all responsibility for handset theft, credit card
      theft or other fraudulent activity by an employee or agent of StarTek or
      their failure to follow T-Mobile policies and procedures. [**] to the
      following address:

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                 T-Mobile USA, Inc.
                 Attn:  Kevin Golas, Sr. Manager of Investigations
                 794 Roble Road
                 Allentown, PA  18109

      [**] shall be made to T-Mobile within [**] of the date the outsourced
      vendor receives an [**].

      T-Mobile reserves the right to prosecute any employee or agent of StarTek
      who committed fraud against T-Mobile or a customer of T-Mobile.

23.   BILLABLE HOURS: For purposes of this Agreement, "Billable Hours" is
      defined as:

      23.1. Hours [**] to Activations Offline, which [**].

      23.2.[**] hours shall not exceed the [**] unless increased workload is
            [**] and is [**] in writing.

24.   SERVICE LEVELS /BREACH OF SERVICE LEVELS. StarTek shall meet or exceed the
      Key Performance Indicator Service Levels as will be provided as referenced
      in Section 14.

25.   PRICING SCHEDULE. T-Mobile shall pay StarTek for Services as provided in
      the following schedule

      25.1. PRODUCTION PRICING.

            25.1.1. Standard Rate: [**]

            25.1.2. Holiday Rate: [**]

            25.1.3. Overtime Rate: [**]

      25.2. AGENT TRAINING.

            25.2.1. [**]

            25.2.2. [**]

            25.2.3. [**]

            25.2.4. [**]

            25.2.5. [**]

            25.2.6. [**]

            25.2.7. [**]

            25.2.8. [**]

            25.2.9. [**]

Executable Version
T-Mobile USA Confidential              Page 9