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EXHIBIT 10.31
AMENDMENT
Notwithstanding anything to the contrary contained in the Startek Pacific, Inc.
Manufacturing Agreement (the "Agreement") dated January 1, 1998 between Startek
Pacific, Ltd. ("Startek") and Mentor Media Ltd. ("Mentor"); the parties agree to
amend the Agreement as follows:
1. Startek agrees that Mentor may, at any time during or after the
Agreement, enter into any agreements directly with Microsoft
Corporation ("Microsoft") to provide manufacturing and other services
(such as Licensing and Programs) for any business other than Full
Packaged Product covered under the Agreement. However, such
restriction on the Full Packaged Product shall not apply upon
termination of the Agreement and Mentor shall then be entitled to
contract with Microsoft directly to manufacture or conduct any other
business with Microsoft.
2. Startek agrees that Mentor may communicate directly with Microsoft in
Mentor's capacity as a subcontractor to Startek under the Agreement on
such issues as assembly process improvements and pricing.
3. Startek and Mentor agree that the termination date of the contract
will be extended from June 30, 2001 to December 31, 2001.
4. It is agreed that pricing may be negotiated at Microsoft's option with
either Startek or Mentor. In those cases where Microsoft negotiates a
price directly with Mentor, Startek will acquire such product from
Mentor and resell such product to Microsoft in amounts to be agreed
upon between Startek and Mentor.
5. Clauses 2(c), 2(f), 4 (b), 8, 10(c) and 10(e) of the Agreement shall
not restrict Mentor from directly contracting with and communicating
with Microsoft pursuant to paragraphs 1 and 2 above and Mentor shall
not be considered to have breached the Agreement for so contracting
and communicating directly with Microsoft.
6. This agreement shall be effective January 1, 2001.
STARTEK PACIFIC, LTD.
/s/ E. Xxxxxxx Xxxxxx, Xx.
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By
E. Xxxxxxx Xxxxxx, Xx.
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Name
Chief Operating Officer
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Title
April 19, 2001
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Date
MENTOR MEDIA LTD.
/s/ Xxxx Xxx Foo
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By
Xxxx Xxx Foo
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Name
MD
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Title
April 23, 2001
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Date
