STARTEK INC
ASSIGNMENT/AMENDMENT NO 2 TO MANUFACTURING AGMT.
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>3
<FILENAME>d86943ex10-32.txt
<DESCRIPTION>ASSIGNMENT/AMENDMENT NO 2 TO MANUFACTURING AGMT.
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.32


                             ASSIGNMENT & AMENDMENT

         THIS ASSIGNMENT AND AMENDMENT, effective as of January 1, 2001, to the
Microsoft Corporation Manufacturing Agreement (the "Agreement") dated January 1,
1998 between Microsoft Corporation ("Microsoft") and Startek, Inc. ("Startek")
is made between Microsoft, Startek and Microsoft Operations Pte Ltd ("MO"), a
Singapore corporation.

         IT IS AGREED as follows:

     1.   All words and expressions not otherwise defined in this Amendment have
          the same meaning as in the Agreement and the parties confirm the
          continued operation of the Agreement as amended by this Assignment and
          Amendment.

     2.   For and in consideration of the promises by MO in the License
          Agreement dated as of January 1, 1999 by and between GraceMac
          Corporation and MO, Microsoft grants, transfers, assigns and deliver
          to MO the Agreement, and MO agrees to be bound by the Agreement and to
          perform its obligations under it according to its terms, as of the
          close of business January 3, 1999. Accordingly, all references to
          "Microsoft" in the Agreement shall be construed as references to MO.
          Further, Startek acknowledges such assignment.

     3.   MO may communicate with Startek's designated subcontractor(s) on such
          issues as assembly process improvements and cost reduction programs.

     4.   The expiry date of the Agreement will be extended from June 30, 2001
          to December 31, 2001.

     5.   Sections 2 and 3 of Exhibit B to the Agreement are hereby deleted.
          Prices for supply of products under or in respect of the Agreement may
          be negotiated by MO in its discretion and at its option with either
          Startek or Startek's subcontractor(s) on Startek's behalf. In those
          cases where MO negotiates a price directly with Startek's
          subcontractor(s) in relation to specific product, Startek will supply
          such product to MO under the Agreement at that price.

     6.   For the avoidance of doubt, MO may at any time enter into agreements
          with Startek's subcontractor(s) to provide manufacturing and other
          services such as may be required by MO to support MO in areas (such as
          Licensing and Programs) other than Full Packaged Product and which are
          not covered under the Agreement.


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MICROSOFT CORPORATION

/s/ Stan Kaplita
-----------------------------
By

Stan Kaplita
-----------------------------
Name (Print)

General Manager
-----------------------------
Title

March 14, 2001
-----------------------------
Date


STARTEK, INC.

/s/ E. Preston Sumner, Jr.
-----------------------------
By

E. Preston Sumner, Jr.
-----------------------------
Name (Print)

Chief Operating Officer
-----------------------------
Title

April 16, 2001
-----------------------------
Date


MICROSOFT OPERATIONS PTE LTD

/s/ Patrick Lung
-----------------------------
By

Patrick Lung
-----------------------------
Name (Print)

Chief Executive
-----------------------------
Title


-----------------------------
Date

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