STARTEK INC, S-1/A, 1997-03-10

STARTEK INC
S-1/A, 1997-03-10
BUSINESS SERVICES, NEC

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As filed with the Securities and Exchange Commission on March 10, 1997

Registration No. 333-20633

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- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
____________________

Washington, D.C. 20549

AMENDMENT NO. 2

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________

STARTEK, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 7389 84-1370538
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation Industrial Classification Identification No.)
or organization) Code Number)

111 HAVANA STREET
DENVER, COLORADO 80010
(303) 361-6000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)

MICHAEL W. MORGAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
STARTEK, INC.
111 HAVANA STREET
DENVER, COLORADO 80010
(303) 361-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

____________________

Copies to:
BLAIR L. LOCKWOOD, ESQ. PETER P. WALLACE, ESQ.
KAREN L. BARSCH, ESQ. MILBANK, TWEED, HADLEY &
OTTEN, JOHNSON, ROBINSON, MCCLOY
NEFF & RAGONETTI, P.C. 601 S. FIGUEROA STREET
950 17TH STREET, SUITE 1600 30TH FLOOR
DENVER, COLORADO 80202 LOS ANGELES, CALIFORNIA 90017
(303) 825-8400 (213) 892-4000
____________________

Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
____________________

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box: [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]

___________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

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<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.

<PAGE>

SUBJECT TO COMPLETION, DATED , 1997
PROSPECTUS
, 1997

3,666,667 SHARES
STARTEK, INC.
COMMON STOCK

Of the 3,666,667 shares of common stock, $.01 par value per share (the
"Common Stock"), offered hereby, 3,000,000 shares are being sold by StarTek,
Inc. ("StarTek" or the "Company") and 666,667 shares are being sold by the
Selling Stockholders named herein. The Company will not receive any of the
proceeds from the sale of shares by the Selling Stockholders. See "Principal
and Selling Stockholders." Prior to this offering, there has been no public
market for the Common Stock. It is currently estimated that the initial
public offering price will be between $14.00 and $16.00 per share. See
"Underwriting" for a discussion of the factors considered in determining the
initial public offering price. The Common Stock has been approved for listing
on the New York Stock Exchange under the symbol "SRT," pending notification of
issuance.

SEE "RISK FACTORS" BEGINNING ON PAGE 7 HEREOF FOR INFORMATION
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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Price Underwriting Proceeds Proceeds to the
to the Discounts and to the Selling
Public Commissions(1) Company(2) Stockholders
- -------------------------------------------------------------------------------
Per Share........... $ $ $ $
Total(3)............ $ $ $ $
- -------------------------------------------------------------------------------

(1) THE COMPANY AND THE SELLING STOCKHOLDERS HAVE AGREED TO INDEMNIFY THE
SEVERAL UNDERWRITERS AGAINST CERTAIN LIABILITIES, INCLUDING LIABILITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SEE "UNDERWRITING."

(2) BEFORE DEDUCTING EXPENSES PAYABLE BY THE COMPANY, ESTIMATED AT $500,000.
THE COMPANY HAS AGREED TO PAY THE EXPENSES OF THE SELLING STOCKHOLDERS,
OTHER THAN UNDERWRITING DISCOUNTS AND COMMISSIONS.

(3) THE SELLING STOCKHOLDERS HAVE GRANTED TO THE UNDERWRITERS A 30-DAY OPTION
TO PURCHASE UP TO 550,000 ADDITIONAL SHARES OF COMMON STOCK SOLELY TO COVER
OVER-ALLOTMENTS, IF ANY. IF SUCH OPTION IS EXERCISED IN FULL, THE TOTAL
PRICE TO THE PUBLIC, UNDERWRITING DISCOUNTS AND COMMISSIONS, PROCEEDS TO
THE COMPANY AND PROCEEDS TO THE SELLING STOCKHOLDERS WILL BE $_________,
$__________, $__________ AND $__________, RESPECTIVELY. SEE
"UNDERWRITING."

The shares of Common Stock are being offered by the several Underwriters,
subject to prior sale, when, as and if accepted by the Underwriters, subject
to various prior conditions, including their right to reject any order in
whole or in part. It is expected that delivery of share certificates will be
made in New York, New York, on or about , 1997.

DONALDSON, LUFKIN & JENRETTE MORGAN STANLEY & CO.
SECURITIES CORPORATION INCORPORATED

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[StarTek Logo]

Global Integrated Outsourced Solutions

Technical Support and Inbound Product
Customer Care Teleservices Orders Teleservices

[Circle of Arrows]

Value Added
Process Management

Product Distribution Selection and
and Order Fulfillment Management of Suppliers

Management of Product
Assembly and Packaging

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK
EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.

<PAGE>

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY INFORMATION IS QUALIFIED IN ITS ENTIRETY BY THE
MORE DETAILED INFORMATION, INCLUDING "RISK FACTORS" AND COMBINED FINANCIAL
STATEMENTS AND NOTES THERETO, INCLUDED ELSEWHERE IN THIS PROSPECTUS. UNLESS
OTHERWISE INDICATED, INFORMATION IN THIS PROSPECTUS (I) GIVES EFFECT TO THE
OFFERING RELATED TRANSACTIONS (DEFINED AND DESCRIBED BELOW), (II) GIVES EFFECT
TO A 340.89 FOR ONE STOCK SPLIT OF THE COMMON STOCK TO BE EFFECTED BY A STOCK
DIVIDEND IMMEDIATELY PRIOR TO THE CLOSING OF THIS OFFERING AND (III) ASSUMES
AN INITIAL PUBLIC OFFERING PRICE OF $15.00 PER SHARE OF COMMON STOCK, THE
MIDPOINT OF THE OFFERING PRICE RANGE SET FORTH ON THE COVER OF THIS
PROSPECTUS. UNLESS OTHERWISE INDICATED, REFERENCES TO "STARTEK" AND THE
"COMPANY" REFER TO STARTEK, INC. AND ITS WHOLLY-OWNED SUBSIDIARIES, STARPAK,
INC. AND STARPAK INTERNATIONAL, LTD., COLLECTIVELY, OR, FOR PERIODS PRIOR TO
JANUARY 1997, REFER TO STARPAK, INC. AND STARPAK INTERNATIONAL, LTD.,
COLLECTIVELY. SEE "OFFERING RELATED TRANSACTIONS."

THE COMPANY

StarTek is a leading international provider of integrated, value-added
outsourced services primarily for Fortune 500 companies in targeted
industries. The Company's integrated outsourced services encompass a wide
spectrum of process management and customer-initiated ("inbound")
teleservices throughout a product's life cycle, including product order
teleservices, supplier management, product assembly and packaging, product
distribution, product order fulfillment, and customer care and technical
support teleservices. By focusing on these services as its core business,
StarTek allows its clients to focus on their primary businesses, reduce
overhead, replace fixed costs with variable costs and reduce working capital
needs.

The Company has continuously expanded its business and facilities to
offer additional services on an outsourced basis in response to the growing
needs of its clients and to capitalize on market opportunities both
domestically and internationally. StarTek operates from its Colorado
facilities located in Denver and Greeley and from a facility located in
Hartlepool, England. The Company also operates through a subcontract
relationship in Singapore. For the year ended December 31, 1996, the
Company's revenues increased approximately 72.5% to $71.6 million from $41.5
million for the year ended December 31, 1995. Pro forma net income increased
approximately 144.3% to $3.9 million from $1.6 million during the same period.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations."

StarTek's goal is to grow profitably by focusing on providing
high-quality integrated, value-added outsourced services. StarTek has a
strategic partnership philosophy, through which the Company assesses each of
its client's needs and, together with the client, develops and implements
customized outsourcing solutions. Management believes that its
entrepreneurial culture, long-term relationships with clients and suppliers,
efficient operations, dedication to quality and use of advanced technology and
management techniques provide StarTek a competitive advantage in attracting
and retaining clients that outsource non-core operations. Three of the
Company's top four clients have utilized its outsourced services for more than
five years and the fourth client initiated services with the Company in April
1996.

StarTek has focused primarily on the computer software, computer
hardware, electronics, telecommunications and other technology-related
industries because of their rapid growth, complex and evolving product
offerings and large customer bases, which require frequent, often
sophisticated, customer interaction. Management believes that there are
substantial opportunities to cross-sell StarTek's wide spectrum of outsourced
services to its existing base of approximately 100 clients, which includes
Broderbund Software, Inc., Canon, Inc., Electronic Arts, Inc., Federal Express
Corporation, Hewlett-Packard Company, Microsoft Corporation, Polaroid
Corporation, Sony Electronics, Inc., The 3DO Company, and Viacom
International, Inc. The Company intends to capitalize on the increasing trend
toward outsourcing by focusing on potential clients in additional targeted
industries, including health care, financial services, transportation services
and consumer products, which could benefit from the Company's expertise in
developing and delivering integrated, cost-effective outsourced services.

<PAGE>

STARTEK'S INTEGRATED SERVICES

The Company's interaction with a client's customers may begin with an
inbound call or message via the Internet requesting information or placing an
order for the client's product. A StarTek service representative takes the
order, and if the Company manages the client's inventory, the Company packs
and ships the order. If the Company does not manage the client's inventory,
the Company transmits the customer's request directly to the client. In the
event the Company manages the client's inventory, the Company may receive
finished goods directly from a client or the Company may manage the production
process on an outsourced basis, following product specifications provided by
the client. In the latter case, the Company selects and contracts with the
necessary suppliers and performs all tasks necessary to assemble and package
the finished product, which may be held by the Company pending receipt of
customer orders or shipped in bulk to distributors or retail outlets.

The Company's clients typically provide their customers with telephone
numbers for product questions and technical support. Calls are routed to
StarTek customer care or technical support service representatives who have
been trained to support specific products. That request also may lead to an
order for another product or service offered by the client, in which case the
Company takes the order and the cycle begins again. StarTek's clients may
utilize one or more of the Company's outsourced services.

BUSINESS STRATEGY

StarTek's strategic objective is to increase revenues and earnings by
maintaining and enhancing its position as a leading international provider of
integrated, value-added outsourced services. To reach this objective, the
Company intends to:

PROVIDE INTEGRATED OUTSOURCED SERVICES. StarTek seeks to provide
integrated outsourced services which enable its clients to provide their
customers with high-quality services at lower cost than through a client's own
in-house operations. The Company believes that its ability to tailor
operations, materials and employee resources objectively and to provide
integrated value-added outsourced services on a cost-effective basis will
allow the Company to become an integral part of its clients' businesses.

DEVELOP STRATEGIC PARTNERSHIPS AND LONG-TERM RELATIONSHIPS. StarTek
seeks to develop long-term client relationships, primarily with Fortune 500
companies in targeted industries. The Company invests significant resources
to establish strategic partnership relationships and to understand each
client's processes, culture, decision parameters and goals, so as to develop
and implement customized solutions. The Company believes that this
solution-oriented, value-added integrated approach to addressing its clients'
needs distinguishes StarTek from its competitors and plays a key role in the
Company's ability to attract and retain clients on a long-term basis.

MAINTAIN LOW-COST POSITION THROUGH MODERN PROCESS MANAGEMENT. StarTek
strives to establish a competitive advantage by frequently redefining its
operational processes to reduce costs and improve quality. StarTek's
continuous improvement philosophy and modern process management techniques
enable the Company to reduce waste and increase efficiency in the following
areas: (i) controlling overproduction; (ii) minimizing waiting time due to
inefficient work sequences; (iii) reducing inessential handling of materials;
(iv) eliminating nonessential movement and processing; (v) implementing
fail-safe processes; (vi) improving inventory management; and (vii) preventing
defects.

EMPHASIZE QUALITY. StarTek strives to achieve the highest quality
standards in the industry. To this end, the Company has received ISO 9002
certification, an international standard for quality assurance and consistency
in operating procedures, for all of its domestic facilities and services, and
expects to receive ISO 9002 certification for its United Kingdom facility in
mid-1997. Certain of the Company's existing clients require evidence of ISO
9002 certification, and the Company anticipates that many potential clients
may require ISO 9002 certification prior to selecting an outsourcing provider.

3
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CAPITALIZE ON SOPHISTICATED TECHNOLOGY. The Company believes it has
established a competitive advantage by capitalizing on sophisticated
technology and proprietary software, including automatic call distributors,
inventory management software, transportation management software, call
tracking systems and telephone-computer integration software. These
capabilities enable StarTek to improve efficiency, serve as a transparent
extension of its clients, receive telephone calls and data directly from its
clients' systems, and report detailed information concerning the status and
results of the Company's services and interaction with clients on a daily
basis.

GROWTH STRATEGY

The Company's growth strategy is designed to capitalize on the increasing
demand for outsourced services and improve and expand StarTek's position as an
international provider of integrated, value-added outsourced services. This
strategy includes the following key elements:

INCREASE CAPACITY. Management believes that as a provider of outsourced
services it must be ready to serve its clients in periods of peak demand for
its clients' products or services. Accordingly, the Company intends to
continue to increase product handling and teleservice workstation capacity to
meet anticipated demand for the Company's outsourced services. During 1996,
the Company increased its teleservice workstations by 54.6%, to 558 from 361.
In addition, the Company reengineered and expanded its primary product
handling facility to increase its daily capacity by approximately 200%, to
180,000 units from 60,000 units for certain types of products.

CROSS-SELL SERVICES TO EXISTING CLIENTS. Management believes there are
substantial opportunities to cross-sell its wide spectrum of outsourced
services to other divisions or operations within its existing clients'
organizations. StarTek capitalizes on its relationships and comprehensive
understanding of its clients' businesses to identify additional divisions and
areas where the Company could provide its services. For example, the
Company's two oldest current client relationships, which began in 1987 and
1988 utilizing only one service each, today utilize substantially all of the
Company's outsourced services. Management further believes that its ability
to provide integrated solutions helps the Company to create strategic
partnership relationships and gives the Company a competitive advantage to be
selected as the service provider of choice.

EXPAND CLIENT BASE. The Company intends to capitalize on its low-cost
position and extensive offering of services to penetrate further the
industries which the Company currently serves and to seek clients in other
industries. Management believes that there are several additional industries,
including health care, financial services, transportation services and
consumer products, which provide significant market opportunities to the
Company. To facilitate the Company's anticipated growth, the Company
increased its sales force to 12 full-time professionals as of the date of this
offering, from four at the end of 1996.

INCREASE INTERNATIONAL OPERATIONS. The Company currently conducts
business in North America, Europe and Asia. Management believes that many of
the trends leading to the growth of outsourced services in the United States
are occurring in international markets as well. Management also believes that
many companies, including several of its existing multinational clients, are
seeking outsourced services on an international basis. To capitalize on these
international opportunities, the Company intends to expand its international
operations.

DEVELOP NEW SERVICES. Management believes that the trend toward
outsourcing and rapid technological advances will result in new products and
types of customer interactions which will create opportunities for the Company
to provide additional outsourced services. StarTek intends to capitalize upon
its strategic long-term relationships to provide new outsourced services to
its clients as opportunities arise.

ACQUIRE COMPLEMENTARY COMPANIES AND EXPAND STRATEGIC ALLIANCES. StarTek
intends to evaluate the acquisition of complementary companies that could
extend its presence into new geographic markets or industries, expand its
client base, add new product or service applications and/or provide operating
synergies. Management believes that there could be many domestic and
international acquisition and strategic alliance opportunities as companies
consider

4
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selling their existing in-house operations and as smaller companies seek
growth capital and economies of scale to remain competitive.

The Company is a Delaware corporation with its executive offices at 111
Havana Street, Denver, Colorado 80010, and its telephone number is (303)
361-6000.

THE OFFERING

Common Stock Offered:
By the Company................... 3,000,000 shares
By Selling Stockholders(a)....... 666,667 shares
---------
Total.......................... 3,666,667 shares

Common Stock outstanding after
this offering(b).................. 14,460,000 shares

Use of Proceeds.................... The estimated net proceeds to the Company
of $41.4 million from this offering will
be used to repay substantially all
outstanding indebtedness of the Company
(including notes payable to the Principal
Stockholders), related prepayment
premiums, and for working capital and
other general corporate purposes,
including capital expenditures to
increase its capacity and for possible
future acquisitions. See "Use of
Proceeds."

Proposed New York Stock Exchange
symbol............................ SRT

_________________________

(a) Assumes no exercise of the over-allotment option to purchase up to 550,000
additional shares granted by the Selling Stockholders to the Underwriters.
See "Principal and Selling Stockholders" and "Underwriting."

(b) Excludes 985,000 shares and 90,000 shares reserved for future issuance
under the Company's Option Plan and Director Option Plan, respectively.
See "Management--Compensation of Directors" and "Management--Stock Option
Plan."

_________________________

5
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SUMMARY COMBINED FINANCIAL DATA

The following summary historical and pro forma combined financial data
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Combined Financial
Statements and notes thereto, included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
SIX MONTHS ----------------------------------------------------
YEAR ENDED ENDED PRO FORMA
JUNE 30, DECEMBER 31, 1996
1992 1992 1993 1994 1995 1996 (UNAUDITED)(A)
------- ------------ ------- ------- ------- ------- --------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues........................... $16,791 $11,880 $23,044 $26,341 $41,509 $71,584 $ 71,584
Gross profit....................... 3,518 2,101 5,005 4,986 8,279 14,346 14,346
Management fee expense............. -- 400 1,702 612 2,600 6,172 --
Operating profit (loss)............ 1,705 432 (176) (115) 338 410 6,582
Income (loss) before income taxes.. 1,618 424 (369) (331) (58) 38 6,210
Net income (loss).................. 1,031 482 (369) (331)(b) (58)(b) (74) 3,894

Net income per share(c)............ $ 0.33
Shares outstanding(c).............. 11,924,887

SELECTED OPERATING DATA:
Capital expenditures............... $ 136 $ 153 $ 1,239 $ 670 $ 2,105 $ 1,333
Depreciation and amortization...... 149 79 456 588 873 1,438

AT DECEMBER 31, 1996
------------------------------------
PRO FORMA
PRO AS
ACTUAL FORMA(D) ADJUSTED(E)
------- ------- -----------
BALANCE SHEET DATA:
Working capital (deficit).................................. $ 2,896 $(3,098) $35,592
Total assets............................................... 22,979 24,125 51,419
Total debt................................................. 6,475 14,594 588
Total stockholders' equity................................. 7,103 130 41,430
</TABLE>

_________________________

(a) The Company was a C corporation for federal and state income tax purposes
through June 30, 1992. From and after July 1, 1992, the Company has been
an S corporation and, accordingly, has not been subject to federal or state
income taxes. Pro forma net income (i) reflects the elimination of
management fee expense and (ii) includes a provision for federal, state and
foreign income taxes at an effective rate of 37.3%. See "Offering Related
Transactions."

(b) After the elimination of management fee expense of $612 in 1994 and $2,600
in 1995 and including a provision for federal, state and foreign income
taxes at a rate of 37.3% for both years of $105 for 1994 and $948 for 1995,
pro forma net income was $176 and $1,594 in 1994 and 1995, respectively.

(d) The pro forma combined balance sheet at December 31, 1996 reflects net
borrowing of $1,146 under a mortgage note executed in January 1997 and, as
notes payable to the Principal Stockholders, amounts relating to
accumulated retained earnings and additional paid-in capital without
reflecting any proceeds from the sale by the Company of 3,000,000 shares
of Common Stock.

(e) Gives effect to the sale by the Company of 3,000,000 shares of Common Stock
in this offering and the application of the estimated net proceeds
therefrom, including repayment of indebtedness of the Company. See "Use of
Proceeds" and "Capitalization."

6
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RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE COMPANY AND ITS
BUSINESS BEFORE PURCHASING SHARES OF COMMON STOCK.

RELIANCE ON PRINCIPAL CLIENT RELATIONSHIPS

A substantial portion of the Company's revenue is generated from
relatively few clients and the loss of a significant client or clients could
have a material, adverse effect on the Company's business, results of
operations and financial condition. The Company's two largest clients in
1996 were Hewlett-Packard Company ("Hewlett Packard") and Microsoft
Corporation ("Microsoft"). The Company provides various outsourced services
to multiple divisions of Hewlett Packard, which the Company considers to be
separate clients based upon the fact that each division acts through a
relatively autonomous decision maker. In the aggregate, however, Hewlett
Packard's various divisions accounted for approximately 38.4% of the
Company's total revenues during 1996. The Company began its outsourcing
relationship with Hewlett Packard in 1987. Microsoft, which began its
outsourcing relationship with StarTek in April 1996, accounted for
approximately 33.4% of the Company's total revenues during 1996. There can
be no assurance that the Company will be able to retain its significant
clients or that, if it were to lose one or more of its significant clients,
it would be able to replace such clients with clients that generate a
comparable amount of revenues. See "Business--Clients" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

VARIABILITY OF QUARTERLY OPERATING RESULTS

The Company's business has been and is expected to be significantly
slower in the first and second quarters of each year due to the timing of its
client's marketing programs and the introduction of new products, which are
typically geared toward the Christmas holiday season. Additionally, the
Company has experienced, and expects to experience in the future, quarterly
variations in revenues as a result of a variety of factors, many of which are
outside the Company's control, including: (i) the timing of new projects;
(ii) the expiration or termination of existing projects; (iii) the timing of
increased expenses incurred to obtain and support new business; (iv) the
seasonal pattern of certain of the businesses served by the Company; and (v)
the cyclical nature of certain clients' businesses. In 1996, the percentage
of the Company's revenues generated from the first through the fourth quarter
were 21.3%, 19.7%, 21.6% and 37.4%, respectively. If the Company's revenues
are below management's expectations in any given quarter, StarTek's operating
results could be materially adversely affected for that quarter. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Quarterly Results."

DIFFICULTIES OF MANAGING RAPID GROWTH

The Company has experienced rapid growth over the past several years and
anticipates continued future growth. Continued growth depends on a number of
factors, including the Company's ability to (i) initiate, develop and
maintain new and existing client relationships and expand its marketing
operations; (ii) recruit, motivate and retain qualified management and other
personnel; (iii) rapidly expand the capacity of the Company's existing
facilities or identify, acquire or lease suitable new facilities on
acceptable terms, and complete build-outs of such facilities in a timely and
economic fashion; (iv) maintain the high quality of the services that StarTek
provides to its clients; and (v) maintain relationships with high-quality and
reliable suppliers. The Company's continued rapid growth can be expected to
place a significant strain on the Company's management, operations, employees
and resources. There can be no assurance that the Company will be able to
maintain or accelerate its current growth, effectively manage its expanding
operations or achieve planned growth on a timely or profitable basis. If the
Company is unable to manage growth effectively, its business, results of
operations and financial condition could be materially adversely affected.
See "Business--Growth Strategy."

7
<PAGE>

DEPENDENCE ON KEY PERSONNEL

The Company's success to date has depended in large part on the skills
and efforts of A. Emmet Stephenson, Jr., the Company's co-founder and
Chairman of the Board, and of Michael W. Morgan, the Company's co-founder,
President and Chief Executive Officer. Although A. Emmet Stephenson, Jr. and
Michael W. Morgan will own approximately 24.63% and 7.34% of the outstanding
Common Stock on a fully-diluted basis (23.52% and 6.58% if the Underwriters'
over-allotment option is fully exercised) after this offering, neither has
entered into an employment agreement with the Company and there can be no
assurance that the Company can retain the services of these individuals. The
loss of either of Messrs. Stephenson or Morgan, or the Company's inability to
hire or retain other qualified officers or key employees, could have a
material adverse effect on the Company's business, results of operations,
growth prospects and financial condition. See "Management."

DEPENDENCE ON KEY INDUSTRIES AND TREND TOWARD OUTSOURCING

The Company's clients are primarily Fortune 500 companies involved in
technology-related industries. The Company's business and growth is largely
dependent on the continued demand for the Company's services from clients in
these industries and industries targeted by the Company, and current trends
in such industries to outsource their product order teleservices, supplier
management, product assembly and packaging, product distribution, product
order fulfillment, inbound customer care and technical support teleservices
and other outsourced services offered by the Company. A general economic
downturn in the computer industry or in other industries targeted by the
Company or a slowdown or reversal of the trend in any of these industries to
outsource services provided by the Company could have a material adverse
effect on the Company's business, results of operations, growth prospects and
financial condition. See "Business--Clients."

RISKS ASSOCIATED WITH THE COMPANY'S CONTRACTS

Although the Company currently seeks to sign multi-year contracts with
its clients, the Company's contracts generally (i) permit termination upon
relatively short notice by the client; (ii) do not designate the Company as
the client's exclusive outsourced service provider; (iii) do not penalize the
client for early termination; and (iv) hold the Company responsible for
products which fail to meet the clients' specifications. Further, the
Company frequently works on a purchase order basis with no minimum purchase
guarantee. Several of the Company's contracts require the Company to
maintain its ISO 9002 certification. Management believes, however, that
maintaining satisfactory relationships with its clients has a more
significant impact on the Company's revenues than the specific terms of its
client contracts. Although several of the Company's clients have elected not
to renew or extend short-term contracts, or have terminated contracts on
relatively short notice to the Company, to date, none of the foregoing types
of contractual provisions has had a material adverse effect on the Company's
business, results of operations or financial condition. See
"Business--Services," "Business--Sales and Marketing," and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Substantially all of the Company's significant arrangements with its
clients for product order teleservices, supplier management, product assembly
and packaging, product distribution, product order fulfillment and customer
care and technical support teleservices generate revenues based, in large
part, on the number and duration of customer inquiries (subject to certain
minimum monthly payments) and the volume, complexity and type of components
involved in the client's products. Changes in the number or type of
components of product units assembled by the Company may have an effect on
the Company's revenues independent of the number of product units assembled.
Consequently, the amount of revenues generated from any particular client is
generally dependent upon customers' purchase and use of the client's
products. There can be no assurance as to the number of customers who will
be attracted to the products of the Company's clients or that the Company's
clients will continue to develop new products that will require the Company's
services. See "Business--Clients" and "Business--Technology."

8
<PAGE>

RISKS ASSOCIATED WITH RAPIDLY CHANGING TECHNOLOGY

The Company's business is highly dependent on its computer equipment,
telecommunications equipment and software systems. The Company's failure to
maintain sophisticated technological capabilities or to respond effectively
to technological changes could have a material adverse effect on the
Company's business, results of operations and financial condition. The
Company's future success also will be highly dependent upon its ability to
enhance existing services and introduce new services to respond to changing
technological developments. Significant advances or changes in technology,
which significantly reduce or eliminate the need for services provided by the
Company, could have a material adverse effect on the Company's business. For
example, significant development of the Internet as a delivery system for
computer software and game play could adversely impact the demand for the
Company's product order teleservices, product order fulfillment, product
assembly and packaging and product distribution services. There can be no
assurance that the Company can successfully develop and bring to market any
new services in a timely manner, that such services will be commercially
successful or that clients' and competitors' technologies or services will
not render the Company's services noncompetitive or obsolete. See
"Business--Technology."

RISKS OF BUSINESS INTERRUPTION

The Company's operations are dependent upon its ability to protect its
facilities, clients' products, confidential customer information, computer
equipment, telecommunications equipment and software systems against damage
from fire, power loss, telecommunications interruption, natural disaster,
theft, unauthorized intrusion, computer viruses and other emergencies, and
the ability of its suppliers to deliver component parts on an expedited
basis. While the Company maintains contingency plans for such events or
emergencies and backs up its computers daily, there can be no assurance that
such plans will be sufficient. In the event the Company experiences a
temporary or permanent interruption or other emergency at one or more of its
facilities through casualty, operating malfunction, employee malfeasance,
disruption of supplier arrangements or otherwise, the Company's business
could be materially adversely affected and the Company may be required to pay
contractual damages to its clients or allow its clients to terminate or
renegotiate their contracts with the Company. While the Company maintains
property and business interruption insurance, such insurance may not
adequately compensate the Company for all losses that it may incur. See
"Business--Services."

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS AND EXPANSION

The Company currently conducts business in Europe and Asia, in addition
to its North American operations. Such international operations accounted
for approximately 16.8% of the Company's revenues for 1996. A component of
the Company's growth strategy is to expand its international operations.
There can be no assurance that the Company will be able to continue or expand
its capacity to market, sell and deliver its services in international
markets, or that it will be able to acquire companies or integrate acquired
companies to expand international operations. In addition, there are certain
risks inherent in conducting international business, including exposure to
currency fluctuations, longer payment cycles, greater difficulties in
accounts receivable collection, difficulties in complying with a variety of
foreign laws, unexpected changes in regulatory requirements, difficulties in
staffing and managing foreign operations, political instability and
potentially adverse tax consequences. There can be no assurance that one or
more of such factors will not have a material adverse effect on the Company's
international operations and, consequently, on the Company's business,
results of operations, growth prospects and financial condition. See
"Business--Growth Strategy" and "Business--Services."

9
<PAGE>

DEPENDENCE ON LABOR FORCE

The Company's success is largely dependent on its ability to recruit,
hire, train and retain qualified employees. The Company's industry is labor
intensive and has experienced high personnel turnover. Some of the Company's
operations, particularly its technical support teleservices, require
specially trained employees. A significant increase in the Company's
employee turnover rate could increase the Company's recruiting and training
costs and decrease operating efficiency and productivity. Also, the addition
of significant new clients or the implementation of new large-scale programs
may require the Company to recruit, hire and train qualified personnel at an
accelerated rate. There can be no assurance that the Company will be able to
continue to recruit, hire, train and retain sufficient qualified personnel to
staff adequately for existing business or future growth. In addition,
because a significant portion of the Company's operating costs relate to
labor costs, an increase in wages (including an increase in the mandatory
minimum wage by the federal government), costs of employee benefits, or
employment taxes could have a material adverse effect on the Company's
business, results of operations and financial condition. Further, certain of
the Company's facilities are located in geographic areas with relatively low
unemployment rates, thus potentially making it more difficult and costly to
hire qualified personnel. See "Business--Employees and Training" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

SUBSTANTIAL PORTION OF NET PROCEEDS ALLOCATED FOR GENERAL WORKING CAPITAL

A substantial portion ($27.3 million) of the net proceeds to the Company
from this offering has been allocated to working capital and other general
corporate purposes. This amount may increase substantially as other
anticipated uses of net proceeds are funded through cash flow or otherwise
reduced. The net proceeds may be utilized at the discretion of the Board of
Directors. As a result, investors may not know in advance how such net
proceeds will be utilized by the Company. See "Use of Proceeds."

CONTROL BY PRINCIPAL STOCKHOLDERS

Prior to this offering, all of the outstanding capital stock of the
Company was owned or controlled by executive officers of the Company and
their affiliates (collectively, the "Principal Stockholders"). Following
closing of this offering, A. Emmet Stephenson, Jr., Chairman of the Board of
the Company, and his family, will beneficially own approximately 67.28% of the
outstanding shares of Common Stock (approximately 64.26% if the Underwriters'
over-allotment option is fully exercised). As a result, Mr. Stephenson and
his family will continue to be able to elect the entire Board of Directors of
the Company and to control substantially all other matters requiring action
by the Company's stockholders. Such voting concentration may have the effect
of discouraging, delaying or preventing a change in control of the Company.
See "Principal and Selling Stockholders."

HIGHLY COMPETITIVE MARKET

The markets in which the Company competes are highly competitive. The
Company expects competition to persist and intensify in the future. The
Company's competitors include small firms offering specific applications,
divisions of large companies, large independent firms and, most
significantly, the in-house operations of the Company's clients or potential
clients. A number of competitors have or may develop financial and other
resources greater than those of the Company. Similarly, there can be no
assurance that additional competitors with greater name recognition and
resources than the Company will not enter the Company's markets. Because the
in-house operations of the Company's existing or potential clients are
significant competitors of the Company, the Company's performance and growth
could be negatively impacted if its existing clients decide to provide
in-house services that currently are outsourced or if potential clients
retain or increase their in-house capabilities. Further, a decision by a
major client to consolidate its outsourced services with a company other than
StarTek may have an adverse impact on the Company, particularly due to the
fact that the Company is not the largest supplier of any of the services
currently provided by the Company to any of its largest clients. In
addition,

10
<PAGE>

competitive pressures from current or future competitors could result in
significant price erosion, which could have a material adverse effect upon
the Company's business, results of operations and financial condition. See
"Business--Industry and Competition."

DIFFICULTIES OF COMPLETING AND INTEGRATING ACQUISITIONS AND JOINT VENTURES

One component of the Company's growth strategy is to pursue strategic
acquisitions of companies that have services, products, technologies,
industry specializations or geographic coverage that extend or complement the
Company's existing business. The Company has never made an acquisition and
there can be no assurance that the Company will be able to identify or
acquire any such companies on favorable terms. If an acquisition is
completed, there can be no assurance that such acquisition will enhance the
Company's business, results of operations or financial condition. As part of
its growth strategy, the Company may also pursue opportunities to undertake
strategic alliances in the form of joint ventures. Joint ventures involve
many of the same risks as acquisitions, as well as additional risks
associated with possible lack of control of the joint ventures. See "Use of
Proceeds" and "Business--Growth Strategy."

NO PRIOR PUBLIC MARKET; VOLATILITY OF STOCK PRICE

Prior to this offering, there has been no public market for the Common
Stock, and there can be no assurance that an active public market for the
Common Stock will develop or be sustained after this offering, or that the
market price of the Common Stock will not decline below the initial public
offering price. The initial public offering price of the Common Stock
offered hereby will be determined by negotiations among the Company, the
Selling Stockholders and the Underwriters based upon several factors and may
not be indicative of the market price at which the Common Stock will trade
after this offering. See "Underwriting" for a discussion of the factors
considered in determining the initial public offering price.

The market price of the Common Stock may be highly volatile and could be
subject to wide fluctuations in response to quarterly variations in operating
results, the success of the Company in implementing its business and growth
strategies, announcements of new contracts or contract cancellations,
announcements of technological innovations or new products or services by the
Company or its competitors, changes in financial estimates by securities
analysts or other events or factors. In addition, the stock market has
experienced significant price and volume fluctuations that have particularly
affected the market prices of equity securities of many companies and that
have often been unrelated to the operating performance of such companies.
These broad market fluctuations may adversely affect the market price of the
Common Stock. In the past, following periods of volatility in the market
price of a company's securities, securities class action litigation has often
been instituted against such a company. Any such litigation initiated
against the Company could result in substantial costs and a diversion of
management's attention and resources, which could have a material adverse
effect on the Company's business, results of operations and financial
condition. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Quarterly Results."

SUBSTANTIAL AND IMMEDIATE DILUTION

Investors in this offering will incur immediate dilution of $12.13 per
share in the pro forma net tangible book value per share of Common Stock
(based upon the initial public offering price of $15.00 per share). See
"Dilution."

11
<PAGE>

SUBSTANTIAL NUMBER OF SHARES ELIGIBLE FOR FUTURE SALE

The sale of a substantial number of shares of Common Stock, or the
perception that such sales could occur, could adversely affect prevailing
market prices of the Common Stock. The Company is unable to make any
prediction as to the effect, if any, that future sales of Common Stock or the
availability of Common Stock for sale may have on the market price of the
Common Stock prevailing from time to time. In addition, any such sale or
such perception could make it more difficult for the Company to sell equity
securities or equity-related securities in the future at a time and price
that the Company deems appropriate. Upon closing of this offering, the
Company will have 14,460,000 shares of Common Stock outstanding, excluding
shares of Common Stock issuable upon exercise of options outstanding under
the StarTek, Inc. Stock Option Plan (the "Option Plan") and the StarTek, Inc.
Director Stock Option Plan (the "Director Option Plan"). The Company and the
Selling Stockholders have agreed not to offer, sell, contract to sell or
otherwise dispose of, any shares of Common Stock for a period of 180 days
after the date of this offering without the prior consent of Donaldson,
Lufkin & Jenrette Securities Corporation ("DLJ"). Following expiration of
that 180-day period, substantially all of the shares of Common Stock held by
the Selling Stockholders will be eligible for public sale, subject to
compliance with certain volume limitations prescribed by Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"). See "Shares
Eligible for Future Sale" and "Underwriting."

ANTI-TAKEOVER PROVISIONS

Upon closing of this offering, the Board of Directors will have the
authority to issue up to 15,000,000 shares of preferred stock and to
determine the price, rights, preferences, privileges and restrictions,
including voting rights, of those shares without any vote or action by the
stockholders. The rights of the holders of the Common Stock will be subject
to, and may be adversely affected by, the rights of the holders of any
preferred stock that may be issued in the future. The issuance of the
preferred stock, while providing desirable flexibility in connection with
possible acquisitions and other corporate purposes, could have the effect of
making it more difficult for a third party to acquire a majority of the
outstanding voting stock of the Company. The Company has no present plan to
issue any shares of preferred stock. Furthermore, certain provisions of the
Company's Restated Certificate of Incorporation, Restated Bylaws and Delaware
law could delay or complicate a merger, tender offer or proxy contest
involving the Company. See "Description of Capital Stock."

FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements that can be
identified by the use of forward-looking terminology such as "may," "will,"
"should," "expect," "anticipate," "estimate," or "continue" for the negation
thereof or other variations thereon or comparable terminology. The matters
set forth under "Risk Factors" constitute cautionary statements identifying
important factors with respect to such forward-looking statements, including
certain risks and uncertainties that could cause actual results to differ
materially from those in such forward-looking statements.

12
<PAGE>

OFFERING RELATED TRANSACTIONS

The following transactions will be completed prior to the closing of this
offering (the "Offering Related Transactions").

TERMINATION OF S CORPORATION STATUS

Since July 1, 1992, the Company has been classified as an S corporation
under Subchapter S of the Internal Revenue Code of 1986, as amended, and
comparable state tax laws. As a result, the earnings of the Company have
been taxed for federal and state income tax purposes directly to its
stockholders, rather than to the Company. The S corporation status of the
Company will terminate upon closing of this offering, and, accordingly, from
and after such date, the Company will be directly subject to federal and
state income taxes. Immediately prior to the closing of this offering, the
Company will take certain actions relating to the termination of the S
corporation status of the Company and its subsidiaries, as described below.
See "Termination of Management Fees" and "Notes Payable to Principal
Stockholders" below.

TERMINATION OF MANAGEMENT FEES

Historically, the Company has paid certain management fees and bonuses to
the Principal Stockholders, and/or their affiliates, for services rendered to
the Company, in amounts generally equal to the annual earnings of the
Company, in addition to general compensation for services rendered. The
Principal Stockholders have reinvested in the Company an amount equal to
approximately 53% of the management fees and bonuses received, with a
substantial portion of the balance used to pay applicable federal and state
income taxes. The Company has terminated such management fee and bonus
arrangements as of December 31, 1996, and no similar management fees or
bonuses will be paid to the Principal Stockholders or their affiliates after
the closing of this offering. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Management," "Certain
Relationships and Related Party Transactions--Management Fees" and note 1 to
the Combined Financial Statements.

After closing of this offering, an affiliate of A. Emmet Stephenson, Jr.,
will, however, be paid an advisory fee as described in "Certain Relationships
and Related Party Transactions--Management Fees," and Michael W. Morgan will
receive a salary and may be paid bonuses at the discretion of the
Compensation Committee (as defined below).

NOTES PAYABLE TO PRINCIPAL STOCKHOLDERS

Immediately prior to closing this offering, the Company will declare a
dividend in an amount equal to the estimated additional paid-in capital and
retained earnings of the Company as of the closing date, payable to the
Principal Stockholders pursuant to certain promissory notes, which will equal
approximately $7.0 million, plus an adjustment for any additional paid-in
capital and retained earnings after December 31, 1996 through the closing
date. The promissory notes payable to the Principal Stockholders will be
paid from net proceeds to the Company from this offering. From this amount,
the Principal Stockholders will be required to pay applicable federal and
state income taxes on earnings of the Company attributable to the period from
January 1, 1997 through closing of this offering, the period in which the
Company will continue to operate as an S corporation. See "Use of Proceeds"
and "Certain Relationships and Related Party Transactions--Notes Payable to
Principal Stockholders."

13
<PAGE>

FORMATION OF STARTEK AND HOLDING COMPANY STRUCTURE

The Company was incorporated in Delaware in December 1996. Effective
January 1, 1997, shareholders of StarPak, Inc. exchanged all of their
outstanding shares of capital stock for shares of common stock of the
Company, and StarPak, Inc. became a wholly-owned subsidiary of the Company.
Effective January 24, 1997, shareholders of StarPak International, Ltd.
contributed all of their outstanding shares of capital stock to the Company,
and StarPak International, Ltd. became a wholly-owned subsidiary of the
Company. Accordingly, the Company became a holding company for the
businesses conducted by StarPak, Inc. and StarPak International, Ltd.

14
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 3,000,000 shares of
Common Stock by the Company offered hereby, after deducting the estimated
underwriting discounts and commissions and offering expenses payable by the
Company, are estimated to be $41.4 million, assuming an initial public
offering price of $15.00 per share (the midpoint of the offering range set
forth on the cover page of this Prospectus). The Company will not receive
any proceeds from the sale of shares of Common Stock by the Selling
Stockholders. See "Principal and Selling Stockholders."

The Company intends to use approximately $14.0 million of the net
proceeds of this offering to repay substantially all of its outstanding
indebtedness, which includes approximately $5.0 million of bank and mortgage
indebtedness, $2.0 million of capitalized lease obligations and $7.0 million
of notes payable to Principal Stockholders (subject to adjustment as
described in "Offering Related Transactions"). The Company will pay
approximately $50,000 of prepayment premiums in connection with the repayment
of such capitalized lease obligations. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources." The balance of the net proceeds (approximately $27.3
million) will be used for working capital and other general corporate
purposes, including approximately $8.0 million for capital expenditures to
expand and build-out its existing facilities (to increase its number of
teleservice workstations and product handling capacity) and to make strategic
acquisitions of complementary businesses. The Company has not entered into
any agreements, commitments or understandings and is not currently engaged in
any negotiations with respect to any such acquisitions. Pending such uses,
the Company plans to invest the net proceeds to the Company from this
offering in investment grade, interest-bearing securities. See "Risk
Factors--Substantial Portion of Net Proceeds Allocated for General Working
Capital," and "Offering Related Transactions--Notes Payable to Principal
Stockholders."

15
<PAGE>

DIVIDEND POLICY

The Company intends to retain all future earnings in order to finance
continued growth and development of its business and does not expect to pay
any cash dividends with respect to its Common Stock in the foreseeable
future. The Company expects that any future credit facility will limit or
restrict the payment of dividends. The payment of any dividends will be at
the discretion of the Company's Board of Directors and will depend upon,
among other things, the availability of funds, future earnings, capital
requirements, contractual restrictions, the general financial condition of
the Company and general business conditions.

16
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company as of
December 31, 1996 on (i) a historical basis, (ii) a pro forma basis to give
effect to the Offering Related Transactions and net borrowings of $1,146
under a mortgage note executed in January 1997, and (iii) a pro forma as
adjusted basis to give effect to the sale by the Company of 3,000,000 shares
of Common Stock in this offering and the application of the estimated net
proceeds therefrom. The capitalization of the Company should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," "Use of Proceeds," "Offering Related
Transactions," and the Combined Financial Statements and notes thereto,
included elsewhere in this Prospectus.

DECEMBER 31, 1996
--------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
------ --------- -----------
(IN THOUSANDS)

CASH AND CASH EQUIVALENTS................. $ 2,742 $ 3,888 $31,182
------- ------- -------
------- ------- -------
DEBT:
Line of credit.......................... $ 3,500 $ 3,500 --
Capital lease obligations............... 2,421 2,421 388
Notes payable to Principal
Stockholders........................... -- 6,973 --
Other debt.............................. 554 1,700 200
------- ------- -------
TOTAL DEBT............................ 6,475 14,594 588

STOCKHOLDERS' EQUITY:
Preferred stock, undesignated, par value
$.01 per share; 15,000,000 shares
authorized, no shares issued and
outstanding............................ -- -- --

Common stock, par value $.01 per share;
95,000,000 shares authorized,
11,460,000 shares issued and outstanding,
14,460,000 shares issued and outstanding,
as adjusted(a)......................... 1 1 31
Additional paid-in capital.............. 6,148 -- 41,320
Cumulative translation adjustment....... 129 129 129
Retained earnings....................... 1,038 -- (50)
Note receivable - stockholder........... (213) -- --
------- ------- -------
TOTAL STOCKHOLDERS' EQUITY............ 7,103 130 41,430
------- ------- -------
TOTAL CAPITALIZATION.................. $13,578 $14,724 $42,018
------- ------- -------
------- ------- -------

- -------------------
(a) Excludes 985,000 shares and 90,000 shares of Common Stock reserved for
issuance under the Option Plan and the Director Option Plan, respectively,
705,000 shares of which will be subject to options to be granted on or
prior to closing of this offering. See "Management--Compensation of
Directors" and "Management--Stock Option Plan."

17
<PAGE>

DILUTION

As of December 31, 1996, the Company had a pro forma net tangible book
value of $130,000, or $0.01 per share of Common Stock, based upon 11,460,000
shares of Common Stock outstanding. Pro forma net tangible book value per
share is determined by dividing the pro forma net tangible book value of the
Company (total tangible assets less total liabilities), giving effect to the
Offering Related Transactions on such date, by the number of shares of Common
Stock outstanding as of such date after giving effect to a 340.8888 for one
stock split of the Common Stock. After giving effect to the Offering Related
Transactions, a 340.8888 for one stock split of the Common Stock and the sale
by the Company of the 3,000,000 shares of Common Stock offered by the Company
hereby at an assumed initial public offering price of $15.00 per share and
application of the net proceeds therefrom, the Company's pro forma net
tangible book value as of December 31, 1996 would have been $41,430,000, or
$2.87 per share of Common Stock. This represents an immediate increase in
pro forma net tangible book value of $2.86 per share to the Principal
Stockholders and an immediate dilution in net tangible book value of $12.13
per share to new investors purchasing shares of Common Stock in this
offering. The following table illustrates the per share dilution to the new
investors:

Assumed initial public offering price per share..... $15.00

Pro forma net tangible book value per share as of $ .01
December 31, 1996.................................. ------

Increase in pro forma net tangible book value per 2.86
share attributable to new investors................ ------

Pro forma net tangible book value per share after 2.87
giving effect to this offering..................... ------

Pro forma net tangible book value dilution per $12.13
share to new investors............................. ------
------

The following table sets forth as of December 31, 1996 the relative
investments of the Principal Stockholders and of the new investors, giving
effect to (i) the sale by the Company of 3,000,000 shares and the sale by the
Selling Stockholders of 666,667 shares of Common Stock being offered hereby,
at an assumed initial public offering price of $15.00 per share, (ii) the
340.8888 for one stock split and (iii) the payment of the Notes Payable to
the Principal Stockholders.

<TABLE>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
---------------------- ----------------------- PRICE PER
NUMBER PERCENTAGE AMOUNT PERCENTAGE SHARE
--------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Principal Stockholders.. 10,793,333 74.64% $ 432 0.00% $ 0.00
New investors........... 3,666,667 25.36 55,000,005 100.00 15.00
---------- ------ ----------- ----- -------
Total................. 14,460,000 100.00% $55,000,437 100.00%
---------- ------ ----------- -----
---------- ------ ----------- -----
</TABLE>

The foregoing table excludes 985,000 shares and 90,000 shares reserved for
issuance under the Option Plan and Director Option Plan, respectively. See
"Management--Compensation of Directors" and "Management--Stock Option Plan."

18
<PAGE>

SELECTED COMBINED FINANCIAL DATA

The following selected combined financial data for the years ended
December 31, 1994, 1995 and 1996, and as of December 31, 1995 and 1996 have
been derived from the combined financial statements of the Company, which
have been audited by Ernst & Young LLP, included elsewhere in this
Prospectus. The selected combined financial data for the year ended December
31, 1993 and as of December 31, 1994 have been derived from the combined
financial statements of the Company, which have been audited by Ernst & Young
LLP. The selected combined financial data (i) for the year ended June 30,
1992 and the six months ended December 31, 1992 and (ii) as of June 30, 1992,
and December 31, 1992 and 1993, is unaudited. This information should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Combined Financial Statements
and notes thereto, included elsewhere in this Prospectus.

<TABLE>

YEARS ENDED DECEMBER 31,
YEAR SIX MONTHS ---------------------------------------------------------------
ENDED ENDED PRO FORMA
JUNE 30, DECEMBER 31, 1996
1992 1992 1993 1994 1995 1996 (UNAUDITED)(a)
-------- ------------ ------- ------- ------- ------- --------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues....................... $16,791 $11,880 $23,044 $26,341 $41,509 $71,584 $ 71,584
Cost of services............... 13,273 9,779 18,039 21,355 33,230 57,238 57,238
------- ------- ------- ------- ------- ------- ------------
Gross profit................... 3,518 2,101 5,005 4,986 8,279 14,346 14,346
Selling, general and
administrative expenses....... 1,813 1,269 3,479 4,489 5,341 7,764 7,764
Management fee expense......... -- 400 1,702 612 2,600 6,172 --
------- ------- ------- ------- ------- ------- -----------
Operating profit (loss)........ 1,705 432 (176) (115) 338 410 6,582
Net interest expense and
other......................... 87 8 193 216 396 372 372
------- ------- ------- ------- ------- ------- -----------
Income (loss) before income
taxes......................... 1,618 424 (369) (331) (58) 38 6,210
Income tax expense (benefit)... 587 (58) -- -- -- 112 2,316
------- ------- ------- ------- ------- ------- -----------
Net income (loss).............. $ 1,031 $ 482 $ (369) $ (331)(b) $ (58)(b) $ (74) $ 3,894
------- ------- ------- ------- ------- ------- -----------
------- ------- ------- ------- ------- ------- -----------
Net income per share (c)....... $ 0.33
Shares outstanding (c)......... 11,924,887

SELECTED OPERATING DATA:
Capital expenditures........... $ 136 $ 153 $ 1,239 $ 670 $ 2,105 $ 1,333
Depreciation and amortization.. 149 79 456 588 873 1,438
PRO FORMA
BALANCE SHEET DATA AS ADJUSTED(d)
(END OF PERIOD): --------------
Working capital............... $ 1,058 $ 1,560 $ 943 $ 434 $ 798 $ 2,896 $ 35,592
Total assets.................. 4,032 6,614 7,712 12,352 21,580 22,979 51,419
Total debt.................... 587 732 2,473 3,288 7,294 6,475 588
Total stockholders' equity.... 1,637 2,031 2,624 3,006 3,798 7,103 41,430

</TABLE>

- -------------------
(a) The Company was a C corporation for federal and state income tax purposes
through June 30, 1992. From and after July 1, 1992, the Company has been
an S corporation and, accordingly, has not been subject to federal or state
income taxes. Pro forma net income (i) reflects the elimination of
management fee expense and (ii) includes a provision for federal, state and
foreign income taxes at an effective rate of 37.3%. See "Offering Related
Transactions."

(d) Gives effect to (i) notes payable to the Principal Stockholders relating to
accumulated retained earnings and additional paid-in capital of
approximately $7,000, (ii) net borrowings of $1,146 under a mortgage note
executed in January 1997 and (iii) the sale by the Company of 3,000,000
shares of Common Stock in this offering and the application of the
estimated net proceeds therefrom, including repayment of indebtedness of
the Company. See "Use of Proceeds" and "Capitalization."

19
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Combined
Financial Statements and notes thereto, included elsewhere in this Prospectus.

OVERVIEW

The Company has grown profitably by developing integrated outsourced
services that enable its clients to provide their customers with high-quality
services at lower costs than a client's own in-house operations. StarTek has
continuously expanded its business and facilities to offer additional
services in response to the growing needs of its clients and to capitalize on
market opportunities both domestically and internationally. From 1993 to
1996, the Company's revenues grew at a compound annual growth rate of 45.9%.
For the year ended December 31, 1996, the Company's revenues increased
approximately 72.5% to $71.6 million from $41.5 million for the year ended
December 31, 1995. Pro forma net income increased approximately 144.3% to
$3.9 million from $1.6 million during the same period. Management attributes
this growth to the successful implementation of the Company's strategy of
developing long-term strategic partnerships with large clients in targeted
industries.

StarTek generates its revenues by providing integrated outsourced
services throughout a product's life cycle, including product order
teleservices, supplier management, product assembly and packaging, product
distribution, product order fulfillment, and inbound customer care and
technical support teleservices. The Company generally recognizes revenues as
services are performed under each contract. Substantially all of the
Company's significant arrangements with its clients for its services generate
revenues based, in large part, on the number and duration of customer
inquiries (subject to certain minimum monthly payments) and the volume,
complexity and type of components involved in the handling of the client's
products. Changes in the number or type of components in the product units
assembled by the Company may have an effect on the Company's revenues,
independent of the number of product units assembled.

A key element of the Company's ability to grow is the availability of
capacity to respond quickly to the needs of new clients or the increased
needs of existing clients. The Company's 138,000-square-foot facility in
Denver, Colorado, which was initially occupied at the end of 1995, is
approximately one-third utilized and can be expanded to accommodate
additional outsourced services. Management also believes that it can expand
significantly the capacity of its Greeley, Colorado and Hartlepool, England
facilities.

The Company's cost of services primarily includes labor,
telecommunications, materials and freight charges that are variable in
nature, as well as certain facilities charges. Competitive vendor rates for
materials, printing, compact disc duplication and packaging costs, together
with competitive labor rates which comprise the majority of the Company's
costs, have been and are expected to continue to be a key component of the
Company's expenses. All other expenses, including expenses attributable to
technology support, sales and marketing, human resource management and other
administrative functions that are not allocable to specific client services,
are recorded as selling, general and administrative ("SG&A") expenses. SG&A
expenses tend to be either semi-variable or fixed in nature.

Since July 1992, the Company has operated as an S corporation and,
accordingly, was not subject to federal or state income taxes. As an S
corporation, the Company has historically paid certain management fees,
bonuses and other fees to the Principal Stockholders and/or their affiliates
in amounts generally equal to the annual earnings of the Company, and all of
such amounts are reflected as management fee expense on its combined
statement of operations. Upon receipt of such management fees and bonuses,
the Principal Stockholders historically contributed approximately 53% of such
amounts to the Company to provide the Company with necessary working capital,
with a substantial portion of the balance used to pay applicable federal and
state income taxes. The amounts so contributed are reflected in additional
paid-in-capital on the Company's combined balance sheet. The Company has
terminated this management fee and bonus arrangement effective as of
December 31, 1996. See note 1 to the Combined Financial Statements.

20
<PAGE>

From and after January 1, 1997, all compensation payable to persons who
are now stockholders of the Company (or an affiliate of such stockholder)
will be in the form of salaries, bonuses or advisory fees and all such
payments will be reflected in SG&A expenses on the combined statement of
operations. At current rates, such payments will aggregate $516,000
annually. See "Management--Executive Compensation" and "Offering Related
Transactions--Management Fees" and note 1 to the Combined Financial
Statements.

The S corporation status of the Company will terminate upon closing of
this offering and, thereafter, the Company will be subject to federal and
state income taxes. Pro forma net income (i) reflects elimination of
management fee expense and (ii) includes a provision for federal, state and
foreign income taxes at an effective rate of 37.3%.

The Company frequently purchases components of its clients' products as
an integral part of its supplier management services and in advance of
providing its product assembly and packaging services. These components are
shown as raw materials inventory in the Company's balance sheet. At the
close of an accounting period, packaged and assembled products (together with
other associated costs) are reflected as finished goods inventory, pending
shipment. The Company generally has the right to be reimbursed by the client
for unused inventory. Client-owned inventories are not reflected in the
Company's balance sheet.

The Company's business is highly seasonal. Certain of the Company's
services related to product assembly and packaging are heavily utilized in
the third and fourth quarters in preparation for the Christmas holiday
season. Accordingly, the Company's revenues are typically higher in the
third quarter than in the first and second quarter, and peak in the fourth
quarter. In 1996, the percentage of the Company's revenues generated from
the first to the fourth quarter were as follows: 21.3%, 19.7%, 21.6% and
37.4%, respectively.

QUARTERLY RESULTS

The following table sets forth certain unaudited statement of operations
data for the quarters in the years ended December 31, 1995 and 1996. The
unaudited quarterly information has been prepared on the same basis as the
annual information and, in management's opinion, includes all adjustments
necessary to present fairly the information for the quarters presented.

<TABLE>
1995 QUARTERS ENDED 1996 QUARTERS ENDED
----------------------------------------------- -----------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- ------- ------------ ----------- -------- ------- ------------ -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues............. $7,984 $6,126 $9,683 $17,716 $15,219 $14,108 $15,479 $26,778
Cost of services..... 6,380 4,758 7,536 14,556 12,655 11,121 12,198 21,264
SG&A expenses........ 1,226 1,194 1,301 1,620 1,707 1,856 1,756 2,445
Management fee
expense............. 192 83 682 1,643 199 700 498 4,775
------ ------ ------ ------- ------- ------- ------- -------
Operating profit
(loss).............. 186 91 164 (103) 658 431 1,027 (1,706)
</TABLE>

The following table sets forth certain unaudited pro forma statement of
operations data for the quarters in the year ended December 31, 1996.

<TABLE>
1996 QUARTERS ENDED
-----------------------------------------------
(DOLLARS IN THOUSANDS)
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- ------- ------------ -----------
<S> <C> <C> <C> <C>
Revenues............ $15,219 $14,108 $15,479 $26,778
Cost of services.... 12,655 11,121 12,198 21,264
SG&A expenses....... 1,707 1,856 1,756 2,445
Management fee
expense............ -- -- -- --
------- ------- ------- -------
Operating profit.... 857 1,131 1,525 3,069
</TABLE>

21
<PAGE>

The following table sets forth certain unaudited statement of operations
data, expressed as a percentage of revenues.

<TABLE>
1995 QUARTERS ENDED 1996 QUARTERS ENDED
----------------------------------------------- -----------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- ------- ------------ ----------- -------- ------- ------------ -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues............. 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of services..... 79.9 77.7 77.8 82.2 83.2 78.8 78.8 79.4
SG&A expenses........ 15.4 19.5 13.5 9.1 11.2 13.2 11.3 9.1
Management fee
expense............. 2.4 1.4 7.0 9.3 1.3 5.0 3.2 17.8
----- ----- ----- ----- ----- ----- ----- -----
Operating profit
(loss).............. 2.3 1.4 1.7 (0.6) 4.3 3.0 6.7 (6.3)
</TABLE>

The following table sets forth certain unaudited pro forma statement of
operations data, expressed as a percentage of revenues.

<TABLE>
1996 QUARTERS ENDED
-----------------------------------------------

MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- ------- ------------ -----------
<S> <C> <C> <C> <C>
Revenues............. 100.0% 100.0% 100.0% 100.0%
Cost of services..... 83.2 78.8 78.8 79.4
SG&A expenses........ 11.2 13.2 11.3 9.1
Management fee
expense............. -- -- -- --
----- ----- ----- -----
Operating profit..... 5.6 8.0 9.9 11.5
</TABLE>

The Company has experienced, and expects to experience in the future,
quarterly variations in revenues and earnings as a result of a variety of
factors, many of which are outside the Company's control, including (i) the
seasonal pattern of certain of the businesses served by the Company; (ii) the
timing of new projects; (iii) the expiration or termination of existing
projects; and (iv) the timing of increased expenses incurred to obtain and
support new business. See "Risk Factors--Variability of Quarterly Operating
Results."

For the quarterly periods in 1995 and 1996, revenues fluctuated
principally due to the seasonal pattern of certain of the businesses served
by the Company and the addition of new client programs. Revenues in the
first quarter of 1996 as compared to the fourth quarter of 1995 declined
principally due to the seasonal pattern of certain businesses serviced by the
Company. Revenues in the second quarter of 1996 were higher than expected,
as compared to prior seasonal patterns, due to increased activities for a
significant new client in that quarter.

For the quarterly periods in 1995 and 1996, cost of services as a
percentage of revenues fluctuated principally due to the mix of services
performed for clients. Cost of services in the fourth quarter of 1995 was
adversely affected by start-up costs of the Denver facility, which opened at
the end of 1995, and costs incurred in connection with the switch by certain
of the Company's clients to compact discs from 3-1/2-inch floppy disks. Cost
of services as a percentage of revenues was higher in the first and second
quarters of 1996, partially as a result of product recall and rework costs
incurred on a certain product assembled, packaged and distributed in Europe
from the United Kingdom facility. The product recall related to certain
anomalies detected by the Company in a portion of finished product assembled,
packaged and distributed from the Company's United Kingdom facility. Upon
detection of the anomaly, the Company initiated the recall and inspected all
potentially affected products. The circumstances necessitating the recall
were discovered in March 1996 and the recall and related reworking of
products was completed in October 1996. In addition, the first quarter of
1996 was adversely affected by start-up costs of the Denver facility, which
opened at the end of 1995.

For the quarterly periods in 1995 and 1996, SG&A expenses as a percentage
of revenues fluctuated principally due to the spreading of fixed and
semi-variable costs over a revenue base that fluctuates quarter to quarter.

22
<PAGE>

Management fee expense fluctuated as a percentage of revenues generally
based on estimated tax requirements of the recipients of the management fees
in the first three quarters of each year and, in the fourth quarter of each
year, was based on cumulative operating profits for the entire year less
management fee expense for the preceding three quarters. Effective December
31, 1996, the management fee and bonus arrangements previously reflected as
management fee expense have been terminated and no further management fees
will be payable by the Company.

Operating profit (loss) and income (loss) before income taxes fluctuated
within the quarterly periods of 1995 and 1996 based primarily on the factors
noted above.

The unaudited pro forma quarterly information for 1996 presents the
effects on operating profit of the elimination of management fee expense paid
to stockholders and their affiliates as these fees were discontinued
effective December 31, 1996 and no further management fees will be payable by
the Company. For the quarterly periods of 1995, pro forma management fee
expense would be $0.0 for each quarter and operating profits for the first,
second, third and fourth quarters of 1995 would be $378,000, $174,000,
$846,000 and $1,540,000, respectively, which represents 2.5%, 1.2%, 5.5% and
5.8% of revenues for the respective quarterly periods.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain
statement of operations data expressed as a percentage of revenues:

YEARS ENDED DECEMBER 31,
-----------------------------------
PRO FORMA
1994 1995 1996 1996
----- ----- ----- ---------
Revenues.............................. 100.0% 100.0% 100.0% 100.00%
Cost of services...................... 81.1 80.1 80.0 80.0
----- ----- ----- ------
Gross Profit.......................... 18.9 19.9 20.0 20.0
SG&A expenses......................... 17.0 12.8 10.8 10.8
Management fee expense................ 2.3 6.3 8.6 0.0
----- ----- ----- ------
Operating profit (loss)............... (0.4) 0.8 0.6 9.2
Net interest expense and other........ 0.8 1.0 0.5 0.5
----- ----- ----- ------
Income (loss) before income taxes..... (1.2) (0.2) 0.1 8.7
Income tax expense.................... -- -- 0.2 3.3
----- ----- ----- ------
Net income (loss)..................... (1.2) (0.2) (0.1) 5.4
----- ----- ----- ------
----- ----- ----- ------

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

REVENUES. Revenues increased $30.1 million, or 72.5%, to $71.6 million
for the year ended December 31, 1996 from $41.5 million for the year ended
December 31, 1995. New clients accounted for $25.2 million of this increase,
primarily attributable to the addition of a significant new client in April
1996, while existing clients accounted for the remaining $4.9 million of this
increase. Revenues for 1996 reflect the addition of the Denver facility,
which opened at the end of 1995.

COST OF SERVICES. Cost of services increased $24.0 million, or 72.2%, to
$57.2 million for the year ended December 31, 1996 from $33.2 million for the
year ended December 31, 1995. As a percentage of revenues, cost of services
was relatively unchanged at 80.0% for the year ended December 31, 1996 from
80.1% for the year ended December 31, 1995.

GROSS PROFIT. As a result of the foregoing factors, gross profit
increased $6.0 million, or 73.3%, to $14.3 million for the year ended
December 31, 1996 from $8.3 million for the year ended December 31, 1995. As
a percentage of revenues, gross profit was relatively unchanged at 20.0% for
the year ended December 31, 1996 from 19.9% for the year ended December 31,
1995.

23
<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A expenses increased
$2.4 million, or 45.4%, to $7.8 million for the year ended December 31, 1996
from $5.3 million for the year ended December 31, 1995. As a percentage of
revenues, SG&A expenses decreased to 10.8% for the year ended December 31,
1996 from 12.8% for the year ended December 31, 1995, reflecting the
spreading of fixed and semi-variable costs over a larger revenue base.

MANAGEMENT FEE EXPENSE. Management fee expense increased $3.6 million,
or 137.4%, to $6.2 million for the year ended December 31, 1996 from $2.6
million for the year ended December 31, 1995. As a percentage of revenues,
management fee expense increased to 8.6% for the year ended December 31, 1996
from 6.3% for the year ended December 31, 1995. Management fee expense was
determined by the Board of Directors and related primarily to changes in
operating profit of the Company. Effective December 31, 1996, the management
fee and bonus arrangements previously reflected as management fee expense
have been terminated and no further management fees will be payable by the
Company.

OPERATING PROFIT. As a result of the foregoing factors, operating profit
increased $0.1 million, or 21.3%, to $0.4 million for the year ended December
31, 1996 from $0.3 million for the year ended December 31, 1995. As a
percentage of revenues, operating profit decreased to 0.6% for the year ended
December 31, 1996 from 0.8% for the year ended December 31, 1995.

NET INTEREST EXPENSE AND OTHER. Net interest expense and other remained
relatively unchanged at $0.4 million for the year ended December 31, 1996 and
for the year ended December 31, 1995. As a percentage of revenues, net
interest expense and other decreased to 0.5% for the year ended December 31,
1996 from 1.0% for the year ended December 31, 1995, reflecting lower
outstanding borrowings relative to revenues of the Company.

INCOME BEFORE INCOME TAXES. As a result of the foregoing factors, income
before income taxes increased $0.1 million to $0.0 million for the year ended
December 31, 1996 from $(0.1) million for the year ended December 31, 1995.
As a percentage of revenues, income before income taxes increased to 0.1% for
the year ended December 31, 1996 from (0.2)% for the year ended December 31,
1995.

INCOME TAX EXPENSE. The Company has operated as an S corporation for
federal and state income tax purposes and, accordingly, was not subject to
federal or state income taxes. The Company was, however, subject to certain
foreign income taxes. A provision for foreign income taxes was made in the
year ended December 31, 1996, as prior foreign loss carryovers have been
fully utilized.

NET INCOME (LOSS). Based upon its S corporation status and the factors
discussed above, net loss remained relatively unchanged at $0.1 million for
the year ended December 31, 1996 and for the year ended December 31, 1995.
As a percentage of revenues, net loss for the year ended December 31, 1996
and for the year ended December 31, 1995 remained relatively unchanged at
0.1% and 0.2%, respectively.

PRO FORMA MANAGEMENT FEE EXPENSE, PRO FORMA OPERATING PROFIT, PRO FORMA
INCOME BEFORE INCOME TAXES, PRO FORMA INCOME TAXES AND PRO FORMA NET INCOME.
Pro forma amounts reflect the elimination of management fees paid to
stockholders and their affiliates as these fees were discontinued effective
December 31, 1996, and provide for related income taxes at 37.3% of pre-tax
income as if the Company were taxed as a C corporation. As a result of the
foregoing factors: (1) pro forma management fee expense is $0.0 million for
1995 and 1996; (2) pro forma operating profit increased $3.7 million, or
124.0%, to $6.6 million for the year ended December 31, 1996 from $2.9
million for the year ended December 31, 1995; (3) pro forma income before
income taxes increased $3.7 million, or 144.3%, to $6.2 million for the year
ended December 31, 1996 from $2.5 million for the year ended December 31,
1995; (4) pro forma income taxes increased $1.4 million, or 144.3%, to $2.3
million for the year ended December 31, 1996 from $0.9 million for the year
ended December 31, 1995; and (5) pro forma net income increased $2.3 million,
or 144.3%, to $3.9 million for the year ended December 31, 1996 from $1.6
million for the year ended December 31, 1995.

24
<PAGE>

YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

REVENUES. Revenues increased $15.2 million, or 57.6%, to $41.5 million
in 1995 from $26.3 million in 1994. New clients accounted for $6.1 million
of this increase, while existing clients accounted for the remaining $9.1
million of this increase.

COST OF SERVICES. Cost of services increased $11.9 million, or 55.6%, to
$33.2 million in 1995 from $21.4 million in 1994. As a percentage of
revenues, cost of services decreased to 80.1% in 1995 from 81.1% in 1994.
This change was primarily due to improvement in profit margins at the United
Kingdom facility as productivity improved, and improvement in product
fulfillment profit margins in domestic operations as improved product
fulfillment systems were placed in service. As a result of technological
changes in software distribution, the foregoing improvements were partially
offset by lower profit margins realized from the switch by the Company's
clients to lower-margin compact discs from higher-margin 3-1/2 inch floppy
disks included in such clients' final products.

GROSS PROFIT. As a result of the foregoing factors, gross profit
increased $3.3 million, or 66.0%, to $8.3 million for the year ended December
31, 1996 from $5.0 for the year ended December 31, 1995. As a percentage of
revenues, gross profit increased to 19.9% in 1995 from 18.9% in 1994.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. SG&A expenses increased
$0.9 million, or 19.0%, to $5.3 million in 1995 from $4.5 million in 1994.
As a percentage of revenues, SG&A expenses decreased to 12.8% in 1995 from
17.0% in 1994, reflecting the spreading of fixed and semi-variable costs over
a larger revenue base.

MANAGEMENT FEE EXPENSE. Management fee expense increased $2.0 million,
or 324.8%, to $2.6 million in 1995 from $0.6 million in 1994. As a
percentage of revenues, management fee expense increased to 6.3% in 1995 from
2.3% in 1994. Management fee expense was determined by the Board of
Directors of the Company and related primarily to changes in operating profit
of the Company. Effective December 31, 1996, the management fee and bonus
arrangements previously reflected as management fee expense have been
terminated and no further management fees will be payable by the Company.

OPERATING PROFIT. As a result of the foregoing factors, operating profit
increased $0.5 million to $0.4 million in 1995 from $(0.1) million in 1994.
As a percentage of revenues, operating profit increased to 0.8% in 1995 from
(0.4)% in 1994.

NET INTEREST EXPENSE AND OTHER. Net interest expense and other increased
$0.2 million, or 83.3%, to $0.4 million in 1995 from $0.2 million in 1994.
As a percentage of revenues, net interest expense and other increased to 1.0%
in 1995 from 0.8% in 1994, reflecting higher outstanding borrowings relative
to revenues of the Company.

LOSS BEFORE INCOME TAXES. As a result of the foregoing factors, loss
before income taxes decreased $0.3, or 82.5%, to $(0.1) million in 1995 from
$(0.3) million in 1994. As a percentage of revenues, loss before income
taxes decreased to (0.2)% in 1995 from (1.2)% in 1994.

NET INCOME (LOSS). Based upon the S corporation status of the Company
and the factors discussed above, net loss decreased $0.2 million, or 82.5%,
to $0.1 million in 1995 from $0.3 million in 1994.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company has funded its operations and capital
expenditures primarily through cash flow from operations, borrowings under
various lines of credit, capital lease arrangements, short-term borrowings
from its stockholders and their affiliates, and additional capital
contributions by its stockholders. The Company has a $3.5 million revolving
line of credit with Norwest Business Credit, Inc. (the "Bank"), which matures
on June 30, 1999. Borrowings under the line of credit bear interest at the
Bank's base rate, plus 1%. At

25
<PAGE>

December 31, 1996 and March 7, 1997, $3.5 million of borrowings were outstanding
under the line of credit, accruing interest at 9.25%. Borrowings under the line
of credit have been used primarily for general corporate purposes. Outstanding
borrowings will be repaid in full from net proceeds to the Company from this
offering. See "Use of Proceeds."

The Company has entered into several capital leases with three to five
year terms. At December 31, 1996, the outstanding lease obligations were
$2.4 million, accruing interest at rates ranging from 8.7% to 13.0%. At
December 31, 1996 and March 7, 1997, available additional borrowings under
these arrangements were $0.8 million. Substantially all of outstanding
capital lease obligations will be repaid in full from net proceeds to the
Company from this offering. See "Use of Proceeds."

In February 1997, the Company ordered call center computer hardware and
software with an aggregate purchase price of $0.8 million. The Company
intends to finance this computer equipment through an operating lease, which
operating lease will become effective upon completion of the installation of
the computer equipment. Installation is scheduled for April 1997.

Net cash provided by operating activities increased to $1.4 million for
the year ended December 31, 1996 from net cash used in operating activities
of $1.5 million for 1995. The principal causes of this $2.9 million change
were (i) an increase in depreciation and amortization and (ii) a decrease in
accounts receivable, partially offset by a decrease in accounts payable (net
of an increase in accrued and other liabilities) and an increase in
inventories. Net cash used in operating activities in 1995 was $1.5 million
as compared to $0.4 million of net cash provided by operating activities in
1994. The principal cause of this decrease in net cash flow from operating
activities between the periods was an increase in accounts receivable,
partially offset by an increase in accounts payable.

Net cash used in investing activities was $0.7 million for the year ended
December 31, 1996 as compared to $1.3 million of net cash used in investing
activities for 1995. The principal cause for this decrease related to
reduced purchases of property, plant and equipment in 1996. During 1994 and
1995, the Company's net cash used in investing activities did not change
significantly; however, the components of investing expenditures varied due
to (i) the purchase of the Denver facility in October 1995, (ii) collections
of notes receivable - affiliates and stockholders in 1995 and (iii) advances
made to stockholders and affiliates in 1994.

Net cash provided by financing activities decreased to $1.4 million for
the year ended December 31, 1996 from $3.2 million for 1995. The principal
causes for this decrease were (i) reduced bank borrowings in 1996 and (ii)
payments of notes payable - affiliate and stockholder in 1996, partially
offset by increases in contributed capital. Net cash provided by financing
activities increased to $3.2 million in 1995 from $1.1 million in 1994. The
principal causes for this increase were (i) mortgage borrowings pertaining to
the purchase of the Denver facility in 1995, (ii) an increase in borrowings
from an affiliate in 1995 and (iii) an increase in bank borrowings and
capital lease payments in 1995.

The principal sources of the Company's liquidity have been cash flow from
operations, borrowings under the Company's line of credit, capital lease
financing, borrowings from stockholders and their affiliates, and capital
contributions from its stockholders. The Company expects to maintain a $3.5
million credit facility. The credit facility is expected to contain
covenants which restrict, to a certain extent, dividends, capital
expenditures and loans to affiliates and stockholders, without prior written
consent of the lender. StarTek intends to use a portion of the net proceeds
to the Company from this offering to repay substantially all of its
outstanding indebtedness and capitalized lease obligations, and approximately
$8.0 million for capital expenditures to expand and build-out its existing
facilities.

The Company believes that cash flow from operations and net proceeds to
the Company from this offering, together with available funds under a credit
facility, will be sufficient to support its operations and capital
expenditure and liquidity requirements for the next 12 months and anticipated
operations and cash expenditures for the foreseeable future. However,
long-term capital requirements depend on many factors, including, but not
limited to, the rate at which the Company expands its business, whether
internally or through acquisitions and strategic alliances. To the extent
that the funds generated from the sources described above are insufficient to

26
<PAGE>

fund the Company's activities in the short or long term, the Company would need
to raise additional funds through public or private financings. No assurance
can be given that additional financing will be available or that, if available,
it will be available on terms acceptable to the Company.

INFLATION AND GENERAL ECONOMIC CONDITIONS

Although the Company cannot accurately anticipate the effect of inflation
on its operations, the Company does not believe that inflation has had, or is
likely in the foreseeable future to have, a material effect on its results of
operations or financial condition.

27
<PAGE>

BUSINESS
GENERAL

The Company has continuously expanded its business and facilities to
offer additional services on an outsourced basis in response to the growing
needs of its clients and to capitalize on market opportunities both
domestically and internationally. StarTek operates from its Colorado
facilities located in Denver and Greeley and from a facility located in
Hartlepool, England. The Company also operates through a subcontract
relationship in Singapore. For the year ended December 31, 1996, the
Company's revenues increased approximately 72.5% to $71.6 million from $41.5
million for the year ended December 31, 1995. Pro forma net income increased
approximately 144.3% to $3.9 million from $1.6 million during the same
period. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

StarTek's goal is to grow profitably by focusing on providing
high-quality integrated, value-added outsourced services. StarTek has a
strategic partnership philosophy, through which the Company assesses each of
its client's needs and, together with the client, develops and implements
customized outsourcing solutions. Management believes that its
entrepreneurial culture, long-term relationships with clients and suppliers,
efficient operations, dedication to quality and use of advanced technology
and management techniques provide StarTek a competitive advantage in
attracting and retaining clients that outsource non-core operations. Three
of the Company's top four clients have utilized its outsourced services for
more than five years and the fourth client initiated services with the
Company in April 1996.

StarTek has focused primarily on the computer software, computer
hardware, electronics, telecommunications and other technology-related
industries because of their rapid growth, complex and evolving product
offerings and large customer bases, which require frequent, often
sophisticated, customer interaction. Management believes that there are
substantial opportunities to cross-sell StarTek's wide spectrum of outsourced
services to its existing base of approximately 100 clients, which includes
Broderbund Software, Inc., Canon, Inc., Electronic Arts, Inc., Federal
Express Corporation, Hewlett Packard, Microsoft, Polaroid Corporation, Sony
Electronics, Inc., The 3DO Company, and Viacom International, Inc. The
Company intends to capitalize on the increasing trend toward outsourcing by
focusing on potential clients in additional targeted industries, including
health care, financial services, transportation services and consumer
products, which could benefit from the Company's expertise in developing and
delivering integrated, cost-effective outsourced services.

STARTEK'S INTEGRATED SERVICES

The Company's interaction with a client's customers may begin with an
inbound call or message via the Internet requesting information or placing an
order for the client's product. A StarTek service representative takes the
order, and if the Company manages the client's inventory, the Company packs
and ships the order. If the Company does not manage the client's inventory,
the Company transmits the customer's request directly to the client. In the
event the Company manages the client's inventory, the Company may receive
finished goods directly from a client or the Company may manage the
production process on an outsourced basis, following product specifications
provided by the client. In the latter case, the Company selects and
contracts with the necessary suppliers and performs all tasks necessary to
assemble and package the finished product, which may be held by the Company
pending receipt of customer orders or shipped in bulk to distributors or
retail outlets.

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BUSINESS STRATEGY

StarTek's strategic objective is to increase revenues and earnings by
maintaining and enhancing its position as a leading international provider of
integrated value-added outsourced services. To reach this objective, the
Company intends to:

PROVIDE INTEGRATED OUTSOURCED SERVICES. StarTek seeks to provide
integrated outsourced services which enable its clients to provide their
customers with high-quality services at lower cost than through a client's
own in-house operations. The Company believes that its ability to tailor
operations, materials and employee resources objectively and to provide
integrated, value-added outsourced services on a cost-effective basis will
allow the Company to become an integral part of its clients' businesses.

EMPHASIZE QUALITY. StarTek strives to achieve the highest quality
standards in the industry. To this end, the Company has received ISO 9002
certification, an international standard for quality assurance and
consistency in operating procedures, for all of its domestic facilities and
services, and expects to receive ISO 9002 certification for its United
Kingdom facility in mid-1997. Certain of the Company's existing clients
require evidence of ISO 9002 certification, and the Company anticipates that
many potential clients may require ISO 9002 certification prior to selecting
an outsourcing provider.

GROWTH STRATEGY

The Company's growth strategy is designed to capitalize on the increasing
demand for outsourced services and improve and expand StarTek's position as
an international provider of integrated value-added outsourced services.
This strategy includes the following key elements:

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<PAGE>

INCREASE CAPACITY. Management believes that as a provider of outsourced
services it must be ready to serve its clients in periods of peak demand for
its clients' products or services. Accordingly, the Company intends to
continue to increase product handling and teleservice workstation capacity to
meet anticipated demand for the Company's outsourced services. During 1996,
the Company increased its teleservice workstations by 54.6%, to 558 from 361.
In addition, the Company reengineered and expanded its primary product
handling facility to increase its daily capacity by approximately 200% to
180,000 units from 60,000 units for certain types of products.

EXPAND CLIENT BASE. The Company intends to capitalize on its low-cost
position and extensive offering of services to penetrate further the
industries which the Company currently serves and to seek clients in other
industries. Management believes that there are several additional
industries, including health care, financial services, transportation
services and consumer products, which provide significant market
opportunities to the Company. To facilitate the Company's anticipated
growth, the Company increased its sales force to 12 full-time professionals
as of the date of this Prospectus, from four at the end of 1996.

INCREASE INTERNATIONAL OPERATIONS. The Company currently conducts
business in North America, Europe and Asia. Management believes that many of
the trends leading to the growth of outsourced services in the United States
are occurring in international markets as well. Management also believes
that many companies, including several of its existing multinational clients,
are seeking outsourced services on an international basis. To capitalize on
these international opportunities, the Company intends to expand its
international operations.

DEVELOP NEW SERVICES. Management believes that the trend toward
outsourcing and rapid technological advances will result in new products and
types of customer interactions which will create opportunities for the
Company to provide additional outsourced services. StarTek intends to
capitalize upon its strategic long-term relationships to provide new
outsourced services to its clients as opportunities arise.

SERVICES

The Company offers a wide spectrum of outsourced services throughout a
product's life cycle, designed to provide cost-effective and efficient
management of the ancillary operations of its clients. The Company works
closely with its clients to develop, refine and implement efficient and
productive integrated outsourced solutions that link StarTek with such
clients and their customers. The processes that create such solutions
generally include the development of product manufacturing specifications,
packaging and distribution requirements, as well as product-related software
programs for telephone, facsimile, e-mail and Internet interactions involving
product order fulfillment, customer care and technical support.
Substantially all of the Company's teleservice activities are inbound
telephone calls, rather than outbound calls. Specific services that StarTek
provides to its clients include the following:

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PRODUCT ORDER TELESERVICES. Product order teleservices is generally the
process by which a call from a client's customer is received, identified and
routed to a StarTek service representative. Typically, a customer calls to
request product service information, to place an order for an advertised
product or to obtain assistance regarding a previous order or purchase. The
information and results of the call are then communicated either to StarTek's
employees for order processing and fulfillment or, if StarTek does not manage
the client's inventory, the Company transmits the customer's request directly
to the client. To properly handle these and other teleservices, StarTek
utilizes automated call distributors to identify each inbound call by the
number dialed by the customer and immediately route the call to a StarTek
service representative trained for that product. Product orders also occur
as a result of a StarTek service representative offering products in
connection with a customer care or technical support call. To facilitate
product orders, the Company can process credit card charges and other payment
methods in connection with its product order teleservices.

SUPPLIER MANAGEMENT. Company personnel are responsible for maintaining
and managing multiple supplier relationships. When the Company is selected
by a client to provide product assembly and packaging services, the Company
qualifies, selects, certifies and manages the sourcing and manufacturing of
the various products and related components including, among other things,
the printing of boxes, labels, manuals and other printed materials to be
included with the client's product and the mass duplication of software onto
various media. Such product and related components are then assembled and
packaged at the Company's facilities. The Company monitors the quality of
its suppliers through visits to manufacturing facilities and utilizes
just-in-time production to minimize inventory in the Company's warehouses.
Management believes that the Company's strong, long-term relationships with
multiple suppliers allows the Company to be flexible and responsive to its
clients, while minimizing costs and the Company's dependency on any single
supplier.

PRODUCT ASSEMBLY AND PACKAGING. The Company assembles and packages
products in various containers, including folding cartons, set-up boxes,
compact disc jewel cases, digi-packs, binders and slip cases. The Company
assembles and packages products in the United States, the United Kingdom and
Singapore and has a global capacity of approximately 400,000 units per day,
which capacity varies depending on the size and complexity of the product.
The Company's assembly lines have been designed with significant flexibility,
enabling the Company to assemble and package various types of products and
rapidly change the type of product produced. During peak periods of
operations, the Company's capacity is dependent upon (i) the complexity of
the product to be assembled; (ii) the availability of materials from
suppliers; (iii) the availability of temporary personnel to increase
capacity; (iv) the number of shifts operated by the Company; and (v) the
ability to activate additional production lines. During peak periods, the
Company has expanded assembly production to approximately four times the
output of slower periods.

PRODUCT DISTRIBUTION. The Company's sophisticated inventory management
systems enable the Company to ship and track products to distribution
centers, to individual stores and to its clients' customers directly.
Product orders are received by the Company via file transfer protocol (FTP),
the Internet, electronic data interchange (EDI) and facsimile, as well as
through the Company's product order teleservices described above.

PRODUCT ORDER FULFILLMENT. StarTek personnel process, pack and ship
product orders and requests for promotional and educational literature, and
direct customers of the Company's clients to product or service sources
("fulfillment") by telephone, e-mail, facsimile and the Internet, 24 hours
per day, seven days per week. The Company provides same-day shipping of
customer orders if the product is available.

CUSTOMER CARE TELESERVICES. Customer care programs are customized by the
Company to meet its clients' needs. The Company customizes responses to
various customer product inquiries by designing special greetings, marketing
messages and specific queue-time controls. A StarTek service representative
receiving a call can enter customer information into the Company's
call-tracking system, listen to a question, and quickly access a proprietary
networked database via personal computer to locate an answer to a customer's
question. A senior quality control team member is available to provide
additional assistance for complex or first-time customer questions. As
additional product information becomes available, the Company promptly
integrates such information into its database, thereby ensuring that answers
are based upon the latest product information.

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Each customer interaction presents the Company and its clients with an
opportunity to gather valuable customer information, including the customer's
demographic profile and preferences. This information can prompt the StarTek
service representative to make logical, progressive inquiries about the
customer's interest in additional products and services, identify additional
revenue generating and cross-selling opportunities, or resolve other issues
relating to a client's products or services.

TECHNICAL SUPPORT TELESERVICES. StarTek service representatives provide
technical support services by telephone, e-mail, facsimile and the Internet,
24 hours per day, seven days per week. Technical support inquiries are
generally driven by a customer's purchase of a product or by a customer's
need for ongoing technical assistance. Customers of StarTek's clients dial a
technical support number listed in their product manuals and, based on
touch-tone responses, are automatically connected to an appropriate StarTek
service representative who is specially trained in the applicable product.
Each StarTek service representative acts as a transparent extension of its
clients when resolving complaints, diagnosing and resolving product or
service problems, or answering technical questions.

INTERNATIONAL OPERATIONS

StarTek provides its outsourced services on an international basis from
the United Kingdom and Singapore. The Company's facility in the United
Kingdom provides the full range of the Company's outsourced services for
clients throughout Europe, including inbound product order, customer care and
technical support teleservices in five languages. The Company currently
provides supplier management, product assembly and packaging and product
distribution for one of its major clients through a subcontract relationship
with a company in Singapore. This subcontract relationship operates on a
purchase order basis.

CLIENTS

StarTek provided services to approximately 100 clients in North America,
Europe and Asia during 1996. StarTek's clients include companies engaged
primarily in the computer software, computer hardware, electronics,
communications and other technology-related industries. Approximately 38.4%
and 33.4% of the Company's revenues in 1996 were attributable to Hewlett
Packard and Microsoft, respectively. Hewlett Packard and Microsoft began
their outsourcing relationships with the Company in 1987 and April 1996,
respectively. Based upon 1996 revenues, StarTek's ten largest clients,
listed alphabetically, were:

Broderbund Software, Inc. Microsoft Corporation
Canon, Inc. Polaroid Corporation
Electronic Arts, Inc. Sony Electronics, Inc.
Federal Express Corporation The 3DO Company
Hewlett-Packard Company Viacom International, Inc.

The Company typically enters into a written agreement with each client
for outsourced services or performs services on a purchase order basis.
Under substantially all of the Company's significant arrangements with its
clients, the Company generates revenues based in large part, on the number
and duration of customer inquiries (subject to certain minimum monthly
payments) and the volume, complexity and type of components involved in the
clients products. Although the Company currently seeks to sign multi-year
contracts with its clients, the Company's contracts generally (i) permit
termination upon relatively short notice by the client, (ii) do not designate
the Company as the client's exclusive outsourced service provider and (iii)
do not penalize the client for early termination. To the extent the Company
works on a purchase order basis, the agreement with the client frequently
does not provide for minimum purchase requirements, except in connection with
its customer care and technical support services. See "Risk Factors--Risks
Associated with the Company's Contracts."

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SALES AND MARKETING

The Company's marketing objective is to develop long-term relationships
with existing and potential clients to become the preferred worldwide vendor
of outsourced services. StarTek invests significant resources to create a
strategic partnership relationship with its clients to understand their
existing operations, customer service processes, culture, decision parameters
and goals. A StarTek team assesses the client's outsourcing service needs,
and, together with the client, develops and implements customized solutions.
Management believes that, as a result of StarTek's strategic relationship
with its clients and comprehensive understanding of their businesses, the
Company can identify new revenue generating opportunities, customer
interaction possibilities and product service improvements not adequately
addressed by the client. The Company's sales strategy emphasizes multiple
contacts with a client to strengthen its relationship and facilitate the
cross-selling of services.

StarTek markets its outsourced services through a variety of methods,
including personal sales calls, client referrals, attendance at trade shows,
advertisements in industry publications, and the cross-selling of services to
existing clients. In order to enhance its marketing efforts, the Company
increased its sales force to 12 full-time professionals as of the date of
this Prospectus, from four at the end of 1996. As part of its marketing
efforts, the Company encourages visits to its facilities, where the Company
demonstrates its services, quality procedures and ability to accommodate
additional business.

Management believes a key element to sales growth is the ability to
flexibly, effectively and efficiently expand service capacity to meet client
needs as its clients grow or outsource more of their non-core operations to
the Company. In addition, to attract new clients to StarTek's services, the
Company must have the resources to promptly develop a strategy to meet a new
client's outsourcing goals, as well as the ability to implement operations
for such client quickly and accurately. In order to achieve these goals, the
Company currently maintains a level of excess capacity to expand its
operations as necessary to meet increased client demand.

TECHNOLOGY

The Company employs sophisticated technology and proprietary software
that incorporates digital switching, relational database management systems,
call tracking systems, workforce management systems, object-oriented software
modules and telephone-computer integration. The Company's digital switching
technology enables calls to be routed to the next available teleservice
representative with the appropriate product knowledge, skill and language
abilities. Call tracking and workforce management systems generate and track
historical call volumes by client, enabling the Company to schedule personnel
efficiently, anticipate fluctuations in call volume and provide clients with
detailed information concerning the status and results of the Company's
services on a daily basis. Management believes that the Company's
proprietary technology platform provides the Company with a competitive
advantage in maintaining existing clients and attracting new clients. A
portion of the net proceeds of this offering allocated for working capital
and general corporate purposes will be used by the Company to enhance its
existing telecommunications equipment and computer and software systems. See
"Use of Proceeds."

EMPLOYEES AND TRAINING

StarTek's success in recruiting, hiring, and training large numbers of
full-time, skilled employees and obtaining large numbers of hourly employees
during peak periods for product assembly, packaging and distribution services
is critical to the Company's ability to provide high quality outsourced
services. To maintain good employee relations and to minimize turnover, the
Company offers competitive pay, hires primarily full-time employees who are
eligible to receive the full range of employee benefits, and provides
employees with clear, visible career paths. As of February 28, 1997, the
Company had 1,051 employees, of which approximately 75% were full-time. The
number of temporary employees varies significantly during the year due to the
seasonal variations of the Company's business. Management believes that the
demographics surrounding its facilities, and its reputation, stability and
compensation plans should allow the Company to continue to attract and retain
qualified employees. The Company considers its employee relations to be
good. See "Risk Factors--Dependence on Labor Force."

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In keeping with StarTek's continuous improvement philosophy, the Company
is committed to training all of its employees. StarTek provides formal
training for senior management, supervisors, process managers, quality
coordinators, and teleservice representatives. StarTek also maintains an
employee quality program to backup every employee, including specialized
quality coordinators who teach problem solving, assist with teleservice calls
and offer immediate performance feedback. On a more informal basis, the
Company provides on-the-job process training and tutoring for all logistics
personnel. Employee teams gather daily to receive information about products
to be produced and techniques to be utilized, and have an opportunity to ask
questions and receive one-on-one training, as necessary.

The Company's in-house training program for customer care and technical
support teleservicing employees is founded on an in-depth, structured
learning environment that builds technical competence and teaches critical
software skills necessary to provide effective customer care and technical
support teleservices. Each teleservice representative is specially
designated and trained to support a particular product or group of products
for a particular client. A teleservice representative receives training in
product knowledge, call listening, and computer skills prior to answering any
customer calls independently. This training time depends on the complexity
of the product for which such representative will provide teleservices.
Further, the Company uses live and taped call reviews and customer feedback
surveys to continue to monitor and enhance its level of customer support
services.

INDUSTRY AND COMPETITION

With the goal of focusing on their core businesses, companies are
increasingly turning to outsourced service companies to perform specialized
functions and services. Outsourcing of non-core activities offers a
strategic advantage to companies in a wide range of industries by offering
them an opportunity to reduce operating costs and working capital needs,
improve their reaction to business cycles, manage capacity and improve
customer and technical information gathering and utilization. To realize
these advantages, companies are outsourcing the process of planning,
implementing and controlling the efficient flow of goods, services,
teleservices and related information from the point of origin to the point of
consumption. Additionally, rapid technological changes and rising customer
expectations for high-quality goods and services make it increasingly
difficult and expensive for companies to maintain the necessary personnel and
product capabilities in-house to support a product's life cycle on a
cost-effective basis. Companies which focus on providing these services as
their core business, including StarTek, are expected to continue to benefit
from these outsourcing trends.

StarTek competes on the basis of quality, reliability of service, price,
efficiency, speed and flexibility in tailoring services to client needs.
Management believes its comprehensive and integrated services differentiate
it from its non-client competitors who may only be able to provide one or a
few of the outsourced services that StarTek provides. The Company
continuously explores new outsourcing service opportunities, typically in
circumstances where clients are experiencing inefficiencies in non-core areas
of their businesses and management believes it can develop a superior
outsourced solution to such inefficiency on a cost-effective basis.
Management believes that it competes primarily with the in-house teleservice,
customer service and logistics management operations of its current and
potential clients. StarTek also competes with certain companies that provide
similar services on an outsourced basis including, APAC Teleservices, Inc.,
Kao Corporation, Logistix Corporation, MATRIXX Marketing Inc., National
TechTeam, Inc., Precision Response Corp., SITEL Corporation, Stream
International Inc., Sykes Enterprises Incorporated, TeleTech Holdings, Inc.
and West Teleservices Corporation. In addition, there are numerous
competitors of all sizes that provide product order teleservices and product
fulfillment distribution services.

FACILITIES

StarTek's facilities include a Company-owned 138,000-square-foot building
in Denver, Colorado (which also contains the Company's executive offices),
and a 100,000-square-foot Company-owned building and a 10,500-square-foot
Company-owned building, both located in Greeley, Colorado. StarTek performs
its international outsourced services from a leased 53,000-square-foot
building in Hartlepool, County Durham on the northeast coast of England. In
Asia, the Company utilizes a subcontractor that operates from a
25,000-square-foot facility located in Singapore.

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Of the Company's 614 teleservice workstations in the United States as of
February 28, 1997, 249 were located in the Denver building (which has space
to expand to approximately 1250 workstations) and 365 were located in the
Greeley buildings. The Company's other outsourced services in the United
States primarily operate from the Company's Greeley facilities. The
Company's United Kingdom facility provides space for each of the Company's
outsourced services and the Company's subcontractor in Singapore provides
space for the Company's supplier management, product assembly and packaging
and product distribution services. Management believes that its existing
facilities are adequate for its current operations, but that additional
facility capacity will be required to support continued growth. The Company
intends to use a portion of the net proceeds to the Company from this
offering to expand its existing facilities. See "Use of Proceeds."

INTELLECTUAL PROPERTY

The Company owns the servicemarks "StarTek" and "StarPak," and intends to
file for federal registration of these servicemarks prior to closing this
offering. Due to the common use of identical or phonetically similar
servicemarks by other companies in different businesses, there can be no
assurance that the United States Patent and Trademark Office will grant the
Company registration of its servicemarks, or that such servicemarks will not
be challenged by other users. The Company does not believe that it owns or
utilizes any other servicemarks that are material to its business. The
Company's operations, however, frequently incorporate proprietary and
confidential information. In accordance with industry practice, the Company
relies upon a combination of contract provisions and trade secret laws to
protect the proprietary technology it uses and to deter misappropriation of
its proprietary rights and trade secrets.

LEGAL PROCEEDINGS

The Company has been involved from time to time in litigation arising in
the normal course of business, none of which is expected by management to
have a material adverse effect on the business, financial condition or
results of operations of the Company.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The Company's directors and executive officers are as follows:

NAME AGE POSITION
- ---- --- --------
A. Emmet Stephenson, Jr. 51 Chairman of the Board and Director

Michael W. Morgan 36 President, Chief Executive Officer
and Director

E. Preston Sumner, Jr. 44 Executive Vice President and Chief
Operating Officer

Dennis M. Swenson 61 Executive Vice President, Chief
Financial Officer, Secretary and
Treasurer

Thomas O. Ryder 52 Director

Ed Zschau 57 Director

A. EMMET STEPHENSON, JR. co-founded the Company in 1987 and has served as
Chairman of the Board of the Company since its formation. Mr. Stephenson has
also served as President of Stephenson and Company, a private investment firm
in Denver, Colorado, for more than five years. Mr. Stephenson is a director
of Danaher Corporation and serves on the Advisory Boards of First Berkshire
Fund and Capital Resource Partners, L.P.

MICHAEL W. MORGAN co-founded the Company in 1987 and has held managerial
positions in companies providing outsourced services since 1984. Mr. Morgan
has served as President and Chief Executive Officer of the Company since May
1990 and has served as a Director of the Company since January 1997.

E. PRESTON SUMNER, JR. co-founded the Company in 1987, served as
Vice-Chairman of the Board from inception of the Company through December
1994 and rejoined the Company in February 1997 as Executive Vice President
and Chief Operating Officer. Mr. Sumner was also a managing director of
Stephenson Merchant Banking, a private investment firm in Denver, Colorado
from 1986 through December 1994. From January 1995 through February 1997,
Mr. Sumner was a director and Vice-President - Corporate Development of
Merrick & Company, an engineering and architectural firm and will continue to
serve as a director and non-executive chairman of the board of such company.

DENNIS M. SWENSON has served as Chief Financial Officer of the Company
since October 1995 and as Executive Vice President since October 1996. From
October 1991 to September 1995, Mr. Swenson was an independent financial
consultant. Mr. Swenson was a partner of Ernst & Young LLP from 1973 until
1991.

THOMAS O. RYDER has served as a Director of the Company since January
1997. He has been President of Travel Related Services International for
American Express TRS Company, Inc. since October 1995. Mr. Ryder has also
been Chairman of the Board of American Express Publishing Corporation since
December 1991. From February 1992 through October 1995, he served as
President of American Express Establishment Services Worldwide. From January
1988 through February 1992, Mr. Ryder served as President of Direct Marketing
Group, which included American Express Merchandise Services, American Express
Publishing Corporation and Epsilon Data Management Corporation. He is a
director of Club Mediterranee.

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ED ZSCHAU has served as a Director of the Company since January 1997. He
has been a Senior Lecturer of Business Administration at Harvard University
since February 1996. From April 1993 to July 1995, Mr. Zschau was General
Manager, Storage System Division at IBM Corporation. From July 1988 to April
1993, he was Chairman and Chief Executive Officer of Censtor Corp., a company
that researches and develops magnetic recording components for disk drives.
Mr. Zschau is a director of Indentix, Inc., GenRad, Inc. and Censtor Corp.

The executive officers of the Company serve at the discretion of its
Board of Directors. Directors of the Company hold office until the next
annual meeting of the Company's stockholders and until their successors have
been duly elected and qualified or until their earlier resignation, removal
from office or death.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors established a compensation committee and an audit
committee of its Board of Directors in January 1997.

COMPENSATION COMMITTEE. The Compensation Committee, which consists of
Messrs. Stephenson, Ryder and Zschau, will determine the compensation to be
paid to all executive officers of the Company. The current executive officer
salaries were set by the Board of Directors prior to establishment of the
Compensation Committee.

AUDIT COMMITTEE. The Audit Committee, which is comprised of Messrs.
Ryder and Zschau, the Company's two independent directors, will be
responsible to make recommendations concerning the engagement of independent
public accountants, review with the independent public accountants the plans
and results of the audit engagement, approve professional services provided
by the independent public accountants, review independence of the independent
public accountants, consider the range of audit and non-audit fees and review
the adequacy of the Company's internal accounting controls and financial
management practices.

COMPENSATION OF DIRECTORS

StarTek does not pay its directors any cash compensation for their
services as directors. Directors will be reimbursed for expenses incurred in
connection with meetings of the Board of Directors or committees thereof.

The Company has adopted the Director Option Plan, which provides for an
automatic initial grant and an annual grant to each director who is not an
employee or officer of the Company (a "non-employee director") of options to
acquire shares of Common Stock. A total of 90,000 shares of Common Stock
have been reserved for issuance pursuant to options granted under the
Director Option Plan. All options granted under the Director Option Plan
will be non-qualified options that are not intended to qualify under Section
422 of the Code.

The Director Option Plan provides that each non-employee director will
receive (i) options to acquire 10,000 shares of Common Stock upon the later
of the closing of an initial public offering of Common Stock or such
director's initial election to the Board of Directors and (ii) options to
acquire 3,000 shares of Common Stock on the date of each annual meeting of
stockholders thereafter at which such director is reelected. The exercise
price of each option granted under the Director Option Plan will equal the
fair market value of the Common Stock on the date of grant. Options granted
under the Director Option Plan will (a) vest immediately and (b) expire on
the earliest to occur of the tenth anniversary of the date of grant, one year
following the director's death or immediately upon the director's termination
of membership on the Board of Directors for "cause" (as defined in the
Director Option Plan).

The Company has granted Thomas O. Ryder and Ed Zschau options to acquire
10,000 shares of Common Stock each, at an exercise price per share equal to
the initial public offering price, pursuant to the terms of the Director Option
Plan. The options are fully vested and exercisable upon closing of this
offering.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the year ended December 31, 1996, the Company did not have a
Compensation Committee of its Board of Directors, or other board committee
performing equivalent functions. Decisions concerning the compensation of
executive officers were made by the Board of Directors of each of the
operating subsidiaries of the Company. Except for A. Emmet Stephenson, Jr.,
there are no officers or employees of the Company who participated in
deliberations concerning such compensation matters.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE. The following table sets forth certain
information concerning the compensation paid by the Company to the Chief
Executive Officer. No other executive officer of the Company earned or was
paid compensation of more than $100,000 for the year ended December 31, 1996.
See "Certain Relationships and Related Party Transactions." The Company
does not have a pension plan or a long-term incentive plan, has not issued
any restricted stock awards and did not grant any stock options during its
most recent fiscal year.

SUMMARY COMPENSATION TABLE

1996 ANNUAL COMPENSATION
--------------------------
NAME AND PRINCIPAL POSITION SALARY BONUS
--------------------------- ----------- -----------
Michael W. Morgan $271,059(a) $666,893(b)
President and Chief
Executive Officer

- -------------------
(a) Mr. Morgan's base salary is and following this offering will continue to
be $271,059, subject to modification by the Compensation Committee.

(b) Includes $643,754 of bonus, which arrangement was terminated effective
December 31, 1996. Of the $643,754, Mr. Morgan recontributed $337,971
to the Company as additional capital. Substantially all of the balance
was used by Mr. Morgan to pay applicable federal and state income taxes
on S corporation earnings of the Company allocable to Mr. Morgan. See
"Offering Related Transactions--Termination of S Corporation Status" and
"Management's Discussion and Analysis of Financial Condition and Results
of Operations."

Historically, the Company has paid an annual management fee of approximately
$200,000 to A. Emmet Stephenson, Jr., Inc., which is wholly-owned by A. Emmet
Stephenson, Jr., Chairman of the Board of the Company, for services rendered by
Mr. Stephenson to the Company, and $70,000 annually to Stephenson Properties as
rental for certain Company facilities. This management fee and rental
arrangement was terminated effective as of December 31, 1996. See "Certain
Relationships and Related Party Transactions--Management Fees" and --Real
Property." Effective as of January 1, 1997, the Company will pay an annual
advisory fee of $245,000 to A. Emmet Stephenson, Jr., Inc.

Effective as of February 18, 1997, the Company will pay E. Preston
Sumner, Jr., Executive Vice President and Chief Operating Officer of the
Company, an annual base salary of $150,000.

Effective as of January 1, 1997, the Company will pay Dennis M. Swenson,
Executive Vice President and Chief Financial Officer of the Company, an
annual base salary of $126,000.

38
<PAGE>

STOCK OPTION PLAN

The Company has adopted the StarTek, Inc. Stock Option Plan (the "Option
Plan"), which authorizes the issuance of up to 985,000 shares of Common Stock
through the grant of (i) incentive stock options ("ISOs") within the meaning
of Section 422 of the Code, (ii) stock options that are not intended to
qualify under Section 422 of the Code ("NSOs" and together with ISOs,
"Options"), and (iii) stock appreciation rights ("SARs"). Directors (other
than non-employee directors), officers, employees, consultants and
independent contractors of the Company or any subsidiary of the Company, as
selected from time to time by the committee administering the Option Plan,
will be eligible to participate in the Option Plan.

The Option Plan provides that it is to be administered by a committee
comprised of two or more non-employee directors appointed by the Board of
Directors (the "Committee"). Subject to certain limitations, the Committee
has complete discretion to determine which eligible individuals are to
receive awards under the Option Plan, the form and vesting schedule of
awards, the number of shares subject to each award and the exercise price,
the manner of payment and expiration date applicable to each award. The
Board of Directors has appointed Thomas O. Ryder and Ed Zschau as members of
the Committee.

Set forth below is a summary of the terms of the Option Plan that will be
applicable to each of the various types of awards covered thereby.

OPTIONS. All options will expire on the date that is the earliest of
three months after the holder's termination of employment with the Company
(other than termination for cause), six months after the holder's death and
10 years after the date of grant. Options will be subject to forfeiture upon
termination of employment for "cause." The exercise price per share of an
ISO will be determined by the Committee at the time of grant, but in no event
may be less than the fair market value of the Common Stock on the date of
grant. Notwithstanding the foregoing, if an ISO is granted to a participant
who owns more than 10% of the voting power of all classes of stock of the
Company, the exercise price will be at least 110% of the fair market value of
the Common Stock on the date of grant and the exercise period will not exceed
five years from the date of grant. The exercise price per share of an NSO
will be determined by the Committee in its sole discretion.

STOCK APPRECIATION RIGHTS. SARs may be issued only in connection with an
NSO (a "Tandem SAR"), in which case the Tandem SAR terminates simultaneously
upon the expiration of the related NSO. A Tandem SAR will be exercisable
only if the fair market value of a share of Common Stock exceeds the exercise
price of the related NSO.

The Committee has granted to Messrs. Morgan, Sumner and Swenson, ISOs to
purchase 100,000 shares, 100,000 shares and 70,000 shares of Common Stock,
respectively, at an exercise price equal to the initial public offering
price. The Committee intends to grant to other employees of the Company, on
or prior to closing of this offering, ISOs to purchase 415,000 shares of
Common Stock, at an exercise price per share equal to the initial public
offering price. The foregoing Options will have a term of ten years and,
except as otherwise determined by the Committee, will vest 20% per year for a
five-year period commencing on the first anniversary of closing this offering.

39
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

MANAGEMENT FEES

For the years ended December 31, 1994, 1995 and 1996, the Company paid
management fees of $737,235, $2,526,122 and $5,728,381, respectively
(approximately $200,000 of which has been included in SG&A expenses for
financial statement purposes for each of the relevant years), to A. Emmet
Stephenson, Jr., Inc., a Colorado corporation, which is wholly-owned by A.
Emmet Stephenson, Jr., Chairman of the Board of the Company and a Principal
Stockholder. Mr. Stephenson and Toni E. Stephenson, his spouse and a
Principal Stockholder, made capital contributions to the Company equal to
approximately 53% of such management fees, with a substantial portion of the
remainder being used to pay applicable federal and state income taxes on such
fees. The Company has terminated the management fee arrangement effective as
of December 31, 1996. Effective January 1, 1997, the Company will pay an
annual advisory fee of $245,000 to A. Emmet Stephenson, Jr., Inc.

REAL PROPERTY

The Company leased office space at 100 Garfield Street, Denver, Colorado,
from Stephenson Properties, a partnership (the "Lessor") in which A. Emmet
Stephenson, Jr., the Company's Chairman of the Board and a Principal
Stockholder, and Toni E. Stephenson, a Principal Stockholder, are general
partners. The total annual lease payments for 1994, 1995 and 1996 made to
the Lessor by the Company were $70,000 each year (which has been included in
SG&A expenses for financial statement purposes for each of the relevant
years). This office lease was terminated effective December 31, 1996.

LOANS

In 1994, StarPak, Inc. loaned an aggregate amount of $663,494 to its
stockholders, with interest at 8.5% per annum. These notes were refinanced
annually and repaid by the stockholders in full on November 22, 1996. After
receipt of such loan proceeds in 1994, the stockholders of StarPak, Inc.
loaned $663,494 to StarPak International, Ltd., with interest at 8.5% per
annum, for working capital purposes. These notes were refinanced annually
and repaid by StarPak International, Ltd. on November 22, 1996.

On December 31, 1994, StarPak, Inc. loaned $77,779 to Michael W. Morgan,
President and Chief Executive Officer of the Company, payable on demand
without interest. The loan was repaid in full in August 1995.

On December 31, 1994, the Company loaned $667,800 to A. Emmet Stephenson,
Jr., Inc., which is wholly-owned by Mr. Stephenson. The loan was repaid in
full in August 1995.

In 1994, StarPak International, Ltd. borrowed $75,000 from Mr. and Mrs.
Stephenson for working capital purposes, with interest at 12% per annum. The
loan was refinanced annually until November 22, 1996, when the loan was
repaid in full.

On December 29, 1995, the Company borrowed approximately $1.1 million
from General Communications, Inc., a corporation owned by A. Emmet
Stephenson, Jr., the Company's Chairman of the Board and a Principal
Stockholder, and Toni E. Stephenson, a Principal Stockholder, for working
capital purposes. The loan accrued interest equal to the Company's line of
credit rate (10% at December 31, 1995) and matured on January 31, 1997. The
Company repaid the loan in full in April 1996.

On January 9, 1996, the Company borrowed $90,000 from Michael W. Morgan,
the Company's President and Chief Executive Officer and a Principal
Stockholder, for working capital purposes. The loan accrued interest equal
to the Company's line of credit rate (10% at December 31, 1995) and matured
in April 1996. The loan and all accrued interest was repaid at such time.

40
<PAGE>

During 1995, Michael W. Morgan, President and Chief Executive Officer of
the Company, exercised certain options to acquire shares of common stock of
StarPak, Inc. and delivered his promissory note in payment of the exercise
price, bearing interest at 4.63%, payable in installments during 1999. The
note was repaid in full in January 1997.

NOTES PAYABLE TO PRINCIPAL STOCKHOLDERS

FUTURE TRANSACTIONS

The Company has implemented a policy requiring that any material
transaction between the Company and its officers, directors or an affiliated
party is subject to approval by a majority of the directors not interested in
such transaction, who must determine that the terms of any such transaction
are no less favorable to the Company than can be obtained from an
unaffiliated third party.

41
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of the date of this
Prospectus, and as adjusted to reflect the sale of the shares of Common Stock
being offered hereby, by (i) each stockholder who is known by the Company to
beneficially own more than 5% of the currently outstanding shares of Common
Stock; (ii) each of the Company's Directors and executive officers; (iii) all
executive officers and Directors of the Company as a group; and (iv) the
Selling Stockholders.

<TABLE>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY
PRIOR TO THE OFFERING NUMBER OF OWNED AFTER THE OFFERING(a)
NAME AND ADDRESS OF -------------------------- SHARES BEING ---------------------------
BENEFICIAL OWNER NUMBER PERCENT OFFERED(a) NUMBER PERCENT
------------------- ------ ------- ------------ ------- -------
<S> <C> <C> <C> <C> <C>
A. Emmet Stephenson, Jr.(b)(c) 3,761,708 32.82% 195,461 3,566,247 24.63%

Michael W. Morgan(b)(d) 1,195,838 10.44 133,333 1,062,505 7.34

E. Preston Sumner, Jr.(b)(e) 0 0.00 0 0 0.00

Dennis M. Swenson(b)(f) 0 0.00 0 0 0.00

Toni E. Stephenson(b)(g) 3,761,708 32.82 195,461 3,566,247 24.63

FASSET Trust(b) 1,370,373 11.96 71,206 1,299,167 8.97

MASSET Trust(b) 1,370,373 11.96 71,206 1,299,167 8.97

Pamela S. Oliver(b)(h) 2,740,746 23.92 0 2,598,333 17.34

Thomas O. Ryder (j) 0 0.00 0 10,000(i) 0.07

Ed Zschau (k) 0 0.00 0 10,000(i) 0.07

All directors and executive
officers as a group
(6 persons) 4,957,546 43.26% 328,794 4,648,752 32.10
</TABLE>

- -------------------

(a) Assumes no exercise of the Underwriters' over-allotment option. If the
Underwriters' over-allotment option is fully exercised, A. Emmet
Stephenson, Jr., Michael W. Morgan, Toni E. Stephenson, FASSET Trust and
MASSET Trust (the "Selling Stockholders") will sell up to 550,000
additional shares, pro rata based upon the number of shares of Common Stock
being offered hereby by the Selling Stockholders.

(b) The address of each person, trust or trustee is c/o the Company, 111 Havana
Street, Denver, Colorado 80010.

(c) Mr. Stephenson is the Chairman of the Board of the Company. See
"Management." Mr. Stephenson is the husband of Toni E. Stephenson.
Mrs. Stephenson disclaims beneficial ownership of shares owned by Mr.
Stephenson.

(d) Does not include 100,000 shares of Common Stock issuable upon the exercise
of stock options granted to Mr. Morgan. See "Management--Stock Option
Plan." Mr. Morgan is President and Chief Executive Officer of the Company.
See "Management."

(e) Does not include 100,000 shares of Common Stock issuable upon the exercise
of stock options granted to Mr. Sumner. See "Management--Stock Option
Plan." Mr. Sumner is Executive Vice President and Chief Operating Officer
of the Company. See "Management."

(f) Does not include 70,000 shares of Common Stock issuable upon the exercise
of stock options granted to Mr. Swenson. See "Management--Stock Option
Plan." Mr. Swenson is Executive Vice President and Chief Financial Officer
of the Company. See "Management."

(g) Mrs. Stephenson is the wife of A. Emmet Stephenson, Jr. Mr. Stephenson
disclaims beneficial ownership of shares owned by Mrs. Stephenson. From
the inception of StarPak, Inc. and StarPak International, Ltd. until
January 23, 1997, Mrs. Stephenson was a director of each such company, and
will continue to act as a vice president of such companies, without
compensation.

42
<PAGE>

(h) Represents shares owned by the FASSET Trust and MASSET Trust. Mrs. Oliver
is the sole trustee of each of the trusts and has sole voting power and
investment power with respect to the Common Stock held by the trusts. Mrs.
Oliver is Mr. Stephenson's sister. From the inception of StarPak, Inc. and
StarPak International, Ltd. until January 23, 1997, Mrs. Oliver was a
director of each such company, and will continue to act as a vice president
of such companies, without compensation.

(i) Includes 10,000 shares of Common Stock issuable upon the exercise of stock
options granted to Messrs. Ryder and Zschau. See "Management--Compensation
of Directors."

(j) Mr. Ryder's business address is 200 Vesey Street, New York, New York 10285.

(k) Mr. Zschau's business address is Harvard Business School, Baker Library
371, Boston, Massachusetts 02163.

43
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon the closing of this offering, the Company will have 14,460,000
shares of Common Stock outstanding. All of the shares offered hereby will be
freely tradeable without restriction or registration under the Securities
Act, except for any shares purchased by an "affiliate" of the Company (in
general, a person who has a control relationship with the Company), which
will be subject to the limitations of Rule 144 promulgated under the
Securities Act. All of the remaining 10,793,333 outstanding shares of Common
Stock (or 10,243,333 shares if the Underwriters' over-allotment option is
fully exercised) are deemed to be "restricted securities" as that term is
defined in Rule 144. Beginning 180 days after the date of this Prospectus,
upon the expiration of lock-up agreements with DLJ (described below),
10,621,230 of these restricted shares (10,181,230 shares if the Underwriters'
over-allotment option is fully exercised) will be available for sale subject
to compliance with Rule 144 volume and other requirements. The remaining
172,103 shares of restricted securities (62,103 shares if the Underwriters'
over-allotment option is fully exercised) will be eligible for sale beginning
January 21, 1998, subject to compliance with Rule 144 volume and other
requirements.

In general, under Rule 144, as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned restricted securities
within the meaning of Rule 144 ("Restricted Shares") for at least one year,
including the holding period of any prior owner except an affiliate, would be
entitled to sell within any three-month period a number of shares that does
not exceed the greater of (i) one percent of the then outstanding shares of
Common Stock (approximately 144,600 shares after giving effect to this
offering) or (ii) the average weekly trading volume of the Common Stock on
the NYSE during the four calendar weeks preceding the filing of a Form 144
with respect to such sale. Sales under Rule 144 are also subject to certain
"manner of sale" provisions, notice requirements and the availability of
current public information about the Company. Any person (or persons whose
shares are aggregated) who is not deemed to have been an affiliate of the
Company at any time during the 90 days preceding a sale, and who has
beneficially owned shares for at least two years (including any period of
ownership of preceding nonaffiliated owners), would be entitled to sell such
shares under Rule 144(k) without regard to the volume limitations, manner of
sale provisions, public information requirements or notice requirements.

The Selling Stockholders and the Company have agreed with DLJ that until
180 days after the date of this Prospectus they will not, directly or
indirectly, offer, sell, contract to sell, grant any option to purchase or
otherwise dispose of any Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock, or in any manner transfer all
or a portion of the economic consequences associated with the ownership of
the Common Stock, or cause a registration statement covering any shares of
Common Stock to be filed, without the prior written consent of DLJ, subject
to certain limited exceptions, including grants of options pursuant to, and
issuance of shares of Common Stock upon exercise of options under, the Option
Plan and the Director Option Plan. See "Risk Factors--Substantial Number of
Shares Eligible for Future Sale."

Prior to this offering, there has been no public market for the Common
Stock. The Company can make no predictions as to the effect, if any, that
public sales of shares of Common Stock or the availability of shares for sale
will have on the market price from time to time. Nevertheless, sales of
substantial amounts of the Common Stock in the public market or the
perception that such sales could occur, could adversely affect the prevailing
market prices of the Common Stock and could impair the Company's future
ability to raise capital through an offering of its equity securities.

44
<PAGE>

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 95,000,000 shares
of Common Stock, and 15,000,000 shares of Preferred Stock, $.01 par value
("Preferred Stock"), which may be issued in one or more series. As of the
date of this Prospectus, the Company's issued and outstanding Common Stock is
held by five holders of record. Immediately following the completion of this
offering, an aggregate of 14,460,000 shares of Common Stock will be issued
and outstanding, and no shares of Preferred Stock will be issued or
outstanding.

The following description of the Company's capital stock is a summary of
the material terms of such stock. It does not purport to be complete and is
subject in all respects to applicable Delaware law and to the provisions of
the Company's Restated Certificate of Incorporation and Restated Bylaws,
copies of which have been filed as exhibits to the Registration Statement of
which this Prospectus is a part.

COMMON STOCK

The Board of Directors of the Company in its sole discretion may issue
shares of Common Stock from the authorized and unissued shares of Common
Stock. Holders of Common Stock are entitled to one vote per share on all
matters to be voted upon by the stockholders, including the election of
directors. The Company's Restated Certificate of Incorporation does not
provide for cumulative voting in the election of directors.

Holders of Common Stock are entitled to receive such dividends as may be
declared from time to time by the Board of Directors out of funds legally
available therefor. The Company does not anticipate paying any cash
dividends in the foreseeable future. See "Dividend Policy." In the event of
liquidation, dissolution or winding up of the Company, holders of Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities and after satisfaction of the liquidation preference of any
outstanding Preferred Stock.

Holders of Common Stock have no preemptive, conversion or redemption
rights and are not subject to further assessments by the Company. Upon
consummation of this offering, all of the then outstanding shares of Common
Stock will be validly issued, fully paid and nonassessable.

PREFERRED STOCK

The Company's Board of Directors is authorized to issue from time to
time, without stockholder authorization, in one or more designated series,
any or all of the authorized but unissued shares of Preferred Stock with such
dividend, redemption, conversion and exchange provisions as may be provided
for the particular series. Any series of Preferred Stock may possess voting,
dividend, liquidation and redemption rights superior to those of the Common
Stock. The rights of the holders of Common Stock will be subject to and may
be adversely affected by the rights of the holders of any Preferred Stock
that may be issued in the future. Issuance of a new series of Preferred
Stock, while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could make it more difficult for a
third party to acquire, or discourage a third party from acquiring, the
outstanding voting stock of the Company, and make removal of the present
Board of Directors more difficult. The Company has no present plans to issue
any shares of Preferred Stock. See "Risk Factors--Anti-Takeover Provisions."

CERTAIN PROVISIONS OF DELAWARE LAW

The Company is a Delaware corporation and is subject to Section 203 of
the Delaware General Corporation Law ("DGCL"). In general, Section 203
prevents an "interested stockholder" (defined generally as a person owning
15% or more of a corporation's outstanding voting stock) from engaging in a
"business combination" (as defined) with a Delaware corporation for three
years following the date such person became an interested stockholder unless
(i) before such person became an interested stockholder, the board of
directors of the corporation approved the transaction in which the interested
stockholder became an interested stockholder or approved the business
combination, (ii) upon consummation of the transaction that resulted in the
interested

45
<PAGE>

stockholder becoming an interested stockholder, the interested stockholder
owns at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced (excluding shares owned by persons who are
both officers and directors of the corporation and shares held by certain
employee stock ownership plans) or (iii) following the transaction in which
such person became an interested stockholder, the business combination is
approved by the board of directors of the corporation and authorized at a
meeting of stockholders by the affirmative vote of the holders of at least
two-thirds of the outstanding voting stock of the corporation not owned by
the interested stockholder.

LIMITATION OF LIABILITY AND INDEMNIFICATION

The Company's Restated Certificate of Incorporation and Restated Bylaws
provide that, to the fullest extent permitted by the DGCL, a director of the
Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director. Under the DGCL,
liability of a director may not be limited (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) in respect of certain unlawful dividend
payments or stock redemptions or repurchases and (iv) for any transaction
from which the director derives an improper personal benefit. The effect of
the provisions of the Company's Restated Certificate of Incorporation and
Restated Bylaws is to eliminate the rights of the Company and its
stockholders (through stockholders' derivative suits on behalf of the
Company) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior), except in the situations described
in clauses (i) through (iv) above. This provision does not limit or
eliminate the rights of the Company or any stockholder to seek nonmonetary
relief such as an injunction or rescission in the event of a breach of a
director's duty of loyalty. In addition, the Company's Restated Certificate
of Incorporation and Restated Bylaws provide that the Company shall indemnify
its directors and officers, against losses incurred by any such person by
reason of the fact that such person was acting in such capacity.

CERTAIN ANTI-TAKEOVER EFFECTS

The provisions of the Restated Certificate of Incorporation and the
Restated Bylaws of the Company summarized above may be deemed to have
anti-takeover effects and may delay, defer or prevent a tender offer or
takeover attempt that a stockholder might consider to be in such
stockholder's best interest, including those attempts that might result in a
premium over the market price for the shares held by stockholders. See "Risk
Factors--Anti-Takeover Provisions."

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Stock is UMB Bank, N.A.,
Kansas City, Missouri.

46
<PAGE>

UNDERWRITING

Subject to certain terms and conditions contained in an underwriting
agreement (the "Underwriting Agreement"), the Underwriters named below for
whom DLJ and Morgan Stanley & Co. Incorporated are serving as representatives
(the "Representatives"), have severally agreed to purchase from the Company
and the Selling Stockholders, the respective number of shares of Common Stock
set forth opposite their names below:

NUMBER OF
UNDERWRITERS SHARES
------------ ---------
Donaldson, Lufkin & Jenrette Securities Corporation......
Morgan Stanley & Co. Incorporated........................

---------
TOTAL............................................... 3,666,667
---------
---------

The Underwriting Agreement provides that the obligations of the several
Underwriters to purchase shares of Common Stock are subject to the approval
of certain legal matters by counsel and to certain other conditions. If any
of the shares of Common Stock are purchased by the Underwriters pursuant to
the Underwriting Agreement, all of the shares of Common Stock (other than the
shares of Common Stock covered by the Underwriters' over-allotment option
described below) must be so purchased.

Prior to this offering, there has been no established trading market for
the Common Stock. The initial price to the public for the Common Stock
offered hereby will be determined by negotiation between the Company and the
Representatives. The factors to be considered in determining the initial
price to the public include the history of and the prospects for the industry
in which the Company competes, the performance and ability of the Company's
management, the past and present operations of the Company, the historical
results of operations of the Company, the prospects for future earnings of
the Company, the general condition of the securities markets at the time of
this offering and the recent market prices of securities of generally
comparable companies. The estimated initial public offering price range set
forth on the cover page of this Prospectus is subject to change as a result
of market conditions and other factors.

The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments that the Underwriters may be
required to make in respect thereof.

The Company has been advised by the Representatives that the Underwriters
propose to offer the shares of Common Stock to the public initially at the
price to the public set forth on the cover page of this Prospectus and to
certain dealers (who may include the Underwriters) at such price less a
concession not to exceed $__________ per share. The Underwriters may allow,
and such dealers may reallow, discounts not in excess of $__________ per
share to any other Underwriter and certain other dealers. After this
offering, the offering price and other selling terms may be changed by the
Underwriters.

47
<PAGE>

The Selling Stockholders have granted to the Underwriters an option to
purchase up to an aggregate of 550,000 additional shares of Common Stock, pro
rata based on their relative holdings prior to this offering, at the initial
public offering price less underwriting discounts and commissions, solely to
cover over-allotments. Such option may be exercised in whole or in part from
time to time during the 30-day period after the date of this Prospectus. To
the extent that the Underwriters exercise such option, each of the
Underwriters will be committed, subject to certain conditions, to purchase
from the Selling Stockholders on a pro rata basis a number of option shares
proportionate to such Underwriter's initial commitment as indicated in the
preceding table.

The Underwriters have reserved up to 5% of the shares of Common Stock
offered hereby for sale at the initial public offering price to certain
employees, consultants and other persons associated with the Company. The
number of shares of Common Stock available for sale to the general public
will be reduced to the extent such persons purchase such reserved shares.
Any reserved shares not so purchased will be offered by the Underwriters to
the general public on the same basis as the other shares offered hereby.
This program will be administered by DLJ.

The Company and the Selling Stockholders have agreed not to offer, sell,
contract to sell or otherwise dispose of any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock,
or in any manner transfer all or a portion of the economic consequences
associated with the ownership of such Common Stock, or to cause a
registration statement covering any shares of Common Stock to be filed, for
180 days after the date of this Prospectus without the prior written consent
of DLJ, subject to certain limited exceptions, and provided that the Company
may grant options pursuant to, and issue shares of Common Stock upon the
exercise of options under the Option Plan and the Director Option Plan. See
"Shares Eligible for Future Sale."

The Representatives have informed the Company that they do not expect to
make sales to accounts over which they exercise discretionary authority in
excess of ___% of the number of shares of Common Stock offered hereby.

The Common Stock has been approved for listing on the New York Stock
Exchange ("NYSE") under the symbol "SRT," pending notification of issuance.
In order to meet the requirements for listing on the NYSE, the Underwriters
have undertaken to sell lots of 100 or more shares of Common Stock to a
minimum of 2,000 beneficial holders.

48
<PAGE>

LEGAL MATTERS

The validity of the shares of the Common Stock offered hereby will be
passed upon for the Company by Otten, Johnson, Robinson, Neff & Ragonetti,
P.C., Denver, Colorado. Certain legal matters will be passed upon for the
Underwriters by Milbank, Tweed, Hadley & McCloy, Los Angeles, California.

EXPERTS

The combined financial statements of StarTek, Inc. at December 31, 1995
and 1996 and for each of the three years in the period ended December 31,
1996, appearing in this Prospectus and the Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon appearing elsewhere herein and in the Registration Statement,
and are included in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (together with all
amendments, exhibits, schedules and supplements thereto, the "Registration
Statement"), of which this Prospectus forms a part, covering the Common Stock
to be sold pursuant to this offering. As permitted by the rules and
regulations of the Commission, this Prospectus omits certain information,
exhibits and undertakings contained in the Registration Statement. Such
additional information, exhibits and undertakings can be inspected at and
obtained from the Commission at prescribed rates at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 and at certain regional offices of
the Commission located at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 13th Floor, 7 World Trade
Center, New York, New York, 10048. The Commission maintains a Web site at
http://www.sec.gov that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
Commission. In addition, the Company intends to file an application to list
the Common Stock on the NYSE, and following such filing, the reports and
other information concerning the Company may be inspected at the offices of
such exchange. For additional information with respect to the Company, the
Common Stock and related matters and documents, reference is made to the
Registration Statement. Statements contained herein concerning any such
document are not necessarily complete and, in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statement. Each such statement is qualified in its entirety by such
reference.

The Company will issue annual reports and unaudited quarterly reports to
its stockholders for the first three quarters of each fiscal year. Annual
reports will include audited consolidated financial statements prepared in
accordance with accounting principles generally accepted in the United States
and a report of its independent public accountants with respect to the
examination of such financial statements. In addition, the Company will
issue such other interim reports as it deems appropriate.

49
<PAGE>

INDEX TO COMBINED FINANCIAL STATEMENTS

STARTEK, INC.

PAGE
----

Report of Independent Auditors F-2

Combined Balance Sheets as of December 31, 1995 and 1996 F-3

Combined Statements of Operations for the years ended F-4
December 31, 1994, 1995 and 1996

Combined Statements of Stockholders' Equity for the years F-5
ended December 31, 1994, 1995 and 1996

Combined Statements of Cash Flows for the years ended F-6
December 31, 1994, 1995 and 1996

Notes to Combined Financial Statements F-8

F-1
<PAGE>

REPORT OF INDEPENDENT AUDITORS

Board of Directors
StarTek, Inc.

We have audited the accompanying combined balance sheets of StarPak, Inc.
and StarPak International, Ltd. as of December 31, 1995 and 1996, and the
related combined statements of operations, stockholders' equity and cash flows
for each of the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of StarPak, Inc. and
StarPak International, Ltd. at December 31, 1995 and 1996, and the combined
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1996, in conformity with generally accepted
accounting principles.

ERNST & YOUNG LLP

Denver, Colorado
February 18, 1997

F-2
<PAGE>

STARTEK, INC.
(NOTE 1)

COMBINED BALANCE SHEETS

PRO FORMA
DECEMBER 31, DECEMBER 31,
-------------------------------- 1996(NOTE 2)
1995 1996 (UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 451,456 $ 2,742,313 $ 2,742,313
Trade accounts receivable, less allowance for
doubtful accounts of $197,747 and $311,172 in
1995 and 1996, respectively 13,261,904 11,030,948 11,030,948
Inventories (NOTE 3) 1,357,843 2,535,091 2,535,091
Prepaid expenses 225,162 140,132 140,132
Notes receivable--stockholders (NOTE 13) 663,494 -- --
------------ ------------ ------------
Total current assets 15,959,859 16,448,484 16,448,484

Property, plant and equipment, net (NOTE 4) 5,614,670 6,527,238 6,527,238

Other assets 5,627 3,000 3,000
------------ ------------ ------------
Total assets $ 21,580,156 $ 22,978,722 $ 22,978,722
------------ ------------ ------------
------------ ------------ ------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Line of credit (NOTE 5) $ 3,450,708 $ 3,500,000 $ 3,500,000
Accounts payable 9,705,673 6,961,675 6,961,675
Accrued liabilities 551,588 1,584,347 1,584,347
Current portion of capital lease obligations 547,595 917,244 917,244
Current portion of long-term debt 7,059 5,673 5,673
Notes payable -- stockholders (NOTE 13) 738,494 -- --
Other 161,049 583,813 583,813
Notes payable to Principal Stockholders (NOTE 14) -- -- 6,973,300
------------ ------------ ------------
Total current liabilities 15,162,166 13,552,752 20,526,052

Capital lease obligations, less current portion (NOTE 6) 1,084,575 1,503,702 1,503,702
Long-term debt, less current portion (NOTE 7) 353,787 548,175 548,175
Note payable--affiliate (NOTE 13) 1,111,844 -- --
Other 69,885 271,305 271,305
Commitments (NOTE 6)

Stockholders' equity (NOTES 9 AND 10)
Common stock 432 432 432
Additional paid-in capital 2,907,826 6,148,196 --
Cumulative translation adjustment (9,922) 129,056 129,056
Retained earnings 1,112,897 1,038,438 --
Note receivable--stockholder for the
exercise of stock options (NOTE 10) (213,334) (213,334) --
------------ ------------ ------------
Total stockholders' equity 3,797,899 7,102,788 129,488
------------ ------------ ------------
Total liabilities and stockholders' equity $ 21,580,156 $ 22,978,722 $ 22,978,722
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

SEE ACCOMPANYING NOTES.

F-3
<PAGE>

STARTEK, INC.
(NOTE 1)

COMBINED STATEMENTS OF OPERATIONS

PRO FORMA
DECEMBER 31,
YEAR ENDED DECEMBER 31, 1996
-------------------------------------------------- (NOTE 2)
1994 1995 1996 (UNAUDITED)
<S> <C> <C> <C> <C>
Revenues $ 26,340,985 $ 41,509,363 $ 71,583,861 $ 71,583,861
Cost of services 21,354,828 33,230,050 57,238,261 57,238,261
------------ ------------ ------------ ------------
Gross profit 4,986,157 8,279,313 14,345,600 14,345,600

Selling, general and administrative expenses 4,489,529 5,341,384 7,763,900 7,763,900
Management fee expense (NOTE 2) 612,440 2,599,612 6,172,135 --
------------ ------------ ------------ ------------
Operating profit (loss) (115,812) 338,317 409,565 6,581,700
Net interest expense and other (NOTE 8) 215,541 396,255 372,134 372,134
------------ ------------ ------------ ------------
Income (loss) before income taxes (331,353) (57,938) 37,431 6,209,566
Income tax expense (NOTE 2) -- -- 111,890 2,316,168
------------ ------------ ------------ ------------
Net income (loss) $ (331,353) $ (57,938) $ (74,459) $ 3,893,398
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Pro forma net income per share (NOTE 2) $ 0.33
Shares outstanding (NOTE 2) 11,924,887

</TABLE>

SEE ACCOMPANYING NOTES.

F-4
<PAGE>

STARTEK, INC.
(NOTE 1)

COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY

COMMON STOCK ADDITIONAL NOTE CUMULATIVE TOTAL
-------------- PAID-IN RETAINED RECEIVABLE- TRANSLATION STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS STOCKHOLDER ADJUSTMENT EQUITY
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1994 35,612 $355 $1,123,419 $1,502,188 $ -- $ (2,121) $ 2,623,841
Issuance of stock for cash 6,925 70 726,816 -- -- -- 726,886
Translation loss -- -- -- -- -- (12,928) (12,928)
Net loss -- -- -- (331,353) -- -- (331,353)
------ ----- ---------- ---------- ---------- ---------- ----------
Balance, December 31, 1994 42,537 425 1,850,235 1,170,835 -- (15,049) 3,006,446
Issuance of stock for cash 820 8 89,195 -- -- -- 89,203
Issuance of stock for options exercised 1,728 17 231,147 -- -- -- 231,164
Note receivable--stockholder -- -- -- -- (213,334) -- (213,334)
Repurchase of stock (1,885) (18) (129,724) -- -- -- (129,742)
Contributed capital -- -- 866,973 -- -- -- 866,973
Translation gain -- -- -- -- -- -- 5,1275,127
Net loss -- -- -- (57,938) -- -- (57,938)
------ ----- ---------- ---------- ---------- ---------- ----------
Balance, December 31, 1995 43,200 432 2,907,826 1,112,897 (213,334) (9,922) 3,797,899
Contributed capital -- -- 3,240,370 -- -- -- 3,240,370
Translation gain -- -- -- -- -- 138,978 138,978
Net loss -- -- -- (74,459) -- -- (74,459)
------ ----- ---------- ---------- ---------- ---------- ----------
Balance, December 31, 1996 43,200 $432 $6,148,196 $1,038,438 $(213,334) $129,056 $7,102,788
------ ----- ---------- ---------- ---------- ---------- ----------
------ ----- ---------- ---------- ---------- ---------- ----------

</TABLE>

SEE ACCOMPANYING NOTES.

F-5
<PAGE>

STARTEK, INC.
(NOTE 1)

COMBINED STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1994 1995 1996
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (331,353) $ (57,938) $ (74,459)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 588,222 873,246 1,437,843
Changes in operating assets and liabilities:
Accounts receivable (3,332,112) (6,225,471) 2,230,956
Inventories 14,759 (471,348) (1,177,248)
Prepaid expenses 24,024 (81,699) 85,030
Other assets (8,314) 6,855 2,627
Accounts payable 3,172,354 4,147,286 (2,743,998)
Accrued and other liabilities 270,611 283,519 1,656,943
------------- ------------ ------------
Net cash provided by (used in) operating activities 398,191 (1,525,550) 1,417,694

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment, net (670,218) (2,104,525) (1,333,316)
Collections (advances) on notes receivable--
stockholders (97,049) 110,381 663,494
Collections (advances) on notes receivable--
affiliate (587,133) 667,800 --
------------- ------------ ------------
Net cash used in investing activities (1,354,400) (1,326,344) (669,822)

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from line of credit borrowings 1,209,052 1,451,656 49,292
Principal payments on borrowings (364,282) (1,654) (6,998)
Proceeds from borrowings and capital lease
obligations -- 362,500 819,025
Principal payments on capital lease obligations (395,412) (589,624) (847,344)
Principal payments on notes payable--stockholders -- -- (738,494)
Proceeds from (principal payments on) note
payable--affiliate (100,000) 1,111,844 (1,111,844)
Issuance of common stock 726,886 107,033 --
Contributed capital -- 866,973 3,240,370
Repurchase of common stock -- (129,742) --
------------- ------------ ------------
Net cash provided by financing activities 1,076,244 3,178,986 1,404,007

Effect of exchange rate changes on cash (12,928) 5,127 138,978
------------- ------------ ------------
Net increase in cash and cash equivalents 107,107 332,219 2,290,857
Cash and cash equivalents at beginning of year 12,130 119,237 451,456
------------- ------------ ------------
Cash and cash equivalents at end of year $ 119,237 $ 451,456 $ 2,742,313
------------- ------------ ------------
------------- ------------ ------------

</TABLE>

F-6
<PAGE>

STARTEK, INC.
(NOTE 1)

COMBINED STATEMENTS OF CASH FLOWS (CONTINUED)

YEAR ENDED DECEMBER 31,
-------------------------------------
1994 1995 1996
<S> <C> <C> <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $212,981 $ 365,880 $ 535,107

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY
Equipment acquired or refinanced under capital
leases $ 65,153 $ 1,671,504 $ 1,017,095
Note received in exchange for the purchase of
common stock from options exercised -- $ 213,334 --
</TABLE>

SEE ACCOMPANYING NOTES.

F-7
<PAGE>

STARTEK, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying combined financial statements of StarTek, Inc. (the
"Company" or "StarTek") include the accounts of StarPak, Inc. and StarPak
International, Ltd. The Company was incorporated in Delaware on December 30,
1996. Prior to the formation of StarTek, StarPak, Inc. and StarPak
International, Ltd. (whose stockholder groups were substantially identical)
conducted business as affiliates under common control. Effective January 1,
1997, the shareholders of StarPak, Inc. exchanged all of the outstanding shares
of capital stock of StarPak, Inc. for shares of common stock of the Company, and
StarPak, Inc. became a wholly-owned subsidiary of the Company. Effective
January 24, 1997, the shareholders of StarPak International, Ltd. contributed
all of its outstanding shares of capital stock to the Company, and StarPak
International, Ltd. became a wholly-owned subsidiary of the Company. Because
the shareholder groups of StarPak, Inc. and StarPak International, Ltd. were
substantially identical and the relative holdings of the individual stockholders
in StarTek were not altered as a result of the contributions, the formation of
StarTek has been treated as a combination of entities under common control and
accounted for as if it were a pooling of interests. References to the Company
and StarTek include these combined entities.

BUSINESS OPERATIONS

The Company is an international provider of integrated outsourced services
primarily for Fortune 500 companies in targeted industries. The Company offers
a wide spectrum of services throughout a product's life cycle, including product
order teleservices, supplier management, product assembly and packaging, product
distribution, product fulfillment, customer care and technical support
teleservices. The Company has operations in North America, Europe and Asia.

PRINCIPLES OF COMBINATION

The combined financial statements include the accounts of StarPak, Inc. and
StarPak International, Ltd. All significant intercompany transactions have been
eliminated.

FOREIGN CURRENCY TRANSLATION

Translation gains and losses are accumulated as a separate component of
stockholders' equity. Translation gains and losses were not material for any
period presented. Foreign currency transaction gains and losses are included in
determining net income. Such gains and losses were not material for any period
presented.

NEW ACCOUNTING STANDARDS

In March 1995, FAS No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED
ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF, was issued, which requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount. FAS
No. 121 also addresses the accounting for long-lived assets that are expected to
be disposed of. The Company adopted FAS No. 121 in the first quarter of 1996.
The effect of adoption was not material.

F-8
<PAGE>

STARTEK, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

Revenues are recognized as services are performed under each client
contract, which services may include product order teleservices, supplier
management, product assembly and packaging, product distribution, product order
fulfillment, and customer care and technical support teleservices.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments consist of cash and cash equivalents, accounts
receivable and payable, notes receivable, debt and capital lease obligations.
The carrying values of cash and accounts receivable and payable approximate fair
value. Management believes the difference between the fair values and carrying
values of the notes receivable, debt and capital lease obligations would not be
materially different since interest rates approximate market rates for material
items.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents.

INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out basis) or
market.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost. Additions, improvements
and major renewals are capitalized. Maintenance, repairs and minor renewals are
expensed as incurred. Costs related to the internal development of software are
expensed as incurred.

Depreciation and amortization of equipment acquired under capital leases
are computed using the straight-line method based on the following estimated
useful lives:

ESTIMATED USEFUL LIFE
---------------------
Buildings 30 years
Equipment, and equipment acquired under capital leases 3 to 5 years
Furniture and fixtures 7 years

F-9
<PAGE>

STARTEK, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

INCOME TAXES

Effective July 1, 1992, StarPak, Inc. elected Subchapter S status for income tax
purposes, and StarPak International, Ltd. has maintained Subchapter S status
since inception. As such, the income and expenses of the Company are reportable
on the tax returns of the stockholders, and no provision has been made for
federal and state income taxes. The Company is subject to foreign income taxes
on certain of its operations. A provision for foreign income taxes was made for
the year ended December 31, 1996, as loss carryovers relating to foreign
operations had been fully utilized.

MANAGEMENT FEE EXPENSE

Historically, certain S corporation stockholders and an affiliate have been paid
certain management fees, bonuses and other fees in connection with services
rendered to the Company, which have not been included in selling, general and
administrative expense, in addition to general compensation for services
rendered. Such management fees are reflected as management fee expense in 1994,
1995 and 1996 as set forth below. Effective December 31, 1996, these management
fees, bonuses and other fees were discontinued.

All compensation payable to persons who are now stockholders of the Company
(or an affiliate of such stockholder) will be in the form of advisory fees,
salaries and bonuses (which at current rates will aggregate approximately
$516,000 annually) and will be included in selling, general and
administrative expenses. Such advisory fees and salaries, together with
payments under the operating lease described in Note 6, are reflected as
selling, general and administrative expense in 1994, 1995 and 1996 as set
forth below.

1994 1995 1996
<S> <C> <C> <C>
Selling general and administrative expense $ 660,973 $ 560,002 $ 564,198
Management fee expense $ 612,440 $ 2,599,612 $ 6,172,135
</TABLE>

2. PRO FORMA INFORMATION (UNAUDITED) (See Note 14)

PRO FORMA COMBINED STATEMENT OF OPERATIONS

The pro forma combined statement of operations for the year ended
December 31, 1996 presents the effect on the historical combined financial
statements of the elimination of management fee expense paid to stockholders and
their affiliates as these fees will be discontinued upon the completion of the
Company's initial public offering and to provide related income taxes as if the
Company were taxed as a C corporation.

PRO FORMA COMBINED BALANCE SHEET

The pro forma combined balance sheet at December 31, 1996 reflects, as
notes payable to the Principal Stockholders, amounts relating to accumulated
retained earnings and additional paid-in capital without reflecting any proceeds
from the proposed public offering.

F-10
<PAGE>

STARTEK, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

INCOME TAXES

Upon closing of the proposed public offering, the Company's S corporation
status will terminate. The pro forma combined statement of operations reflects
a provision for federal, state and foreign income taxes at an effective rate of
37.3%. A provision for foreign income taxes was made for the year ended
December 31, 1996 in the historical combined statement of operations, as foreign
loss carryovers had been fully utilized. Foreign income taxes will be credited
fully against United States income taxes.

PRO FORMA NET INCOME PER COMMON SHARE

Pro forma net income per common share is based on the number of shares
of StarTek common stock to be outstanding after contribution of all StarPak,
Inc. and StarPak International, Ltd. shares after giving effect to a 340.8888
for one stock split of the common stock of StarTek, Inc. In addition, the
calculation includes 464,887 shares deemed to be outstanding, representing
the number of shares (at an assumed initial offering price of $15.00 per
share) sufficient to fund payment of the Notes Payable to Principal
Stockholders.

3. INVENTORIES

The Company frequently purchases components of its clients' products as an
integral part of its supplier management services and in advance of providing
its product assembly and packaging services. These components are shown as raw
materials inventory in the Company's balance sheet. At the close of an
accounting period, packaged and assembled products (together with other
associated costs) are reflected as finished goods inventory, pending shipment.
The Company generally has the right to be reimbursed by the client for unused
inventory. Client-owned inventories are not reflected in the Company's balance
sheet.

Total inventories consisted of the following:

DECEMBER 31,
-------------------------------
1995 1996
Raw materials $1,281,363 $2,326,942
Finished goods 76,480 208,149
---------- ----------
$1,357,843 $2,535,091
---------- ----------
---------- ----------

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are summarized as follows:

DECEMBER 31,
--------------------------------
1995 1996
Land $ 374,234 $ 374,234
Buildings 1,553,028 1,553,028
Equipment 5,026,605 7,340,059
Furniture and fixtures 890,371 927,328
----------- ------------
7,844,238 10,194,649

F-11
<PAGE>

STARTEK, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Less accumulated depreciation
and amortization (2,229,568) (3,667,411)
----------- -----------
Property, plant and equipment, net $ 5,614,670 $ 6,527,238
----------- -----------
----------- -----------

5. LINE OF CREDIT

At December 31, 1995 and 1996, the Company had a revolving line of credit
agreement with a bank whereby the bank agreed to loan the Company up to
$3,600,000 and $4,500,000, respectively. Interest was payable monthly and
accrued at the bank's base rate plus 1.5% at December 31, 1995 (10%) and at the
bank's base rate plus 1% at December 31, 1996 (9.25%), payable monthly. This
revolving line of credit will reduce to $3,500,000 on March 8, 1997 and mature
on June 30, 1999. At December 31, 1995 and 1996, the Company had drawn
$3,450,708 and $3,500,000, respectively, against this line.

Under the revolving line of credit agreement the Company has pledged as
security all of its equipment, inventories and receivables. The Company must
also maintain certain financial ratios, and is subject to certain restrictions
on the payment of dividends, capital expenditures and loans to affiliates and
stockholders.

6. LEASES

The Company had an operating lease for office space with a partnership in
which major stockholders of the Company are general partners. Payments under
the lease for the years ended December 31, 1994, 1995 and 1996 were $70,000 each
year. The lease was cancelled effective December 31, 1996.

The Company's property held under capital leases consists of the following,
which is included in property, plant and equipment:

DECEMBER 31,
-------------------------------
1995 1996
Equipment $3,014,273 $4,650,393
Less accumulated amortization (998,286) (1,930,257)
---------- ----------
$2,015,987 $2,720,136
---------- ----------
---------- ----------

Amortization of leased assets is included in depreciation and amortization
expense.

As of December 31, 1996, future minimum rental commitments, by year and
in the aggregate, for the capital and operating leases are as follows:

CAPITAL OPERATING
YEAR ENDING DECEMBER 31, LEASES LEASES
------------------------ ---------- ---------
1997 $1,101,782 $126,828
1998 941,393 42,708
1999 492,275 --

F-12
<PAGE>

STARTEK, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

2000 186,155 --
2001 52,895 --
---------- ----------
Total minimum lease payments 2,774,500 $169,536
----------
----------

Amounts representing interest (353,554)
----------
Present value of net minimum lease payments $2,420,946
----------
----------

Rental expense, including equipment rentals, for 1994, 1995 and 1996
was $229,925, $294,714 and $382,480, respectively.

F-13
<PAGE>

STARTEK, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

7. LONG-TERM DEBT

During 1995, the Company purchased land and an existing building for
approximately $1,500,000. The purchase was financed through the Company's
revolving line of credit and a mortgage loan in the amount of $362,500. In
January 1997, the outstanding balance of $353,848 was refinanced from
proceeds of a $1,500,000 mortgage loan on the same property. The loan bears
interest at the bank's base rate plus 2% (10.25% at January 20, 1997). The
loan is payable in monthly installments of $15,625 plus accrued interest
until the earlier of June 30, 1999 or the date of termination of the
revolving line of credit, when the remaining principal balance is due.

In December 1996, the Company received a $200,000 economic development loan
which bears interest at 6% per annum and is collateralized by certain equipment.
Interest payments are due quarterly and, beginning January 1, 1999 and
continuing through January 1, 2001, principal payments of $30,000 are due semi-
annually. A final principal payment of $50,000 is due on July 1, 2001.

Future scheduled annual principal payments of long term debt as of
December 31, 1996 (including the effects of the above-described loan refinanced
by the Company in January 1997) are as follows:

1997 $ 187,500
1998 187,500
1999 1,185,000
2000 60,000
2001 80,000
------------
$ 1,700,000
------------
------------

8. NET INTEREST EXPENSE AND OTHER

Net interest expense and other consists of the following items:

YEAR ENDED DECEMBER 31,
-----------------------------------------
1994 1995 1996
Interest expense $(239,068) $(445,849) $(443,764)
Interest income 12,782 2,595 18,288
Other income and expense 10,745 46,999 53,342
--------- --------- ---------
Total $(215,541) $(396,255) $(372,134)
--------- --------- ---------
--------- --------- ---------

F-14
<PAGE>

STARTEK, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

9. STOCKHOLDERS' EQUITY

The combined common stock and additional paid-in capital on a
company-by-company basis as of December 31, 1995 and 1996 were as follows:

ADDITIONAL
COMMON PAID-IN
STOCK CAPITAL
------- ----------
<S> <C> <C>
DECEMBER 31, 1995
StarPak, Inc. - 5,000,000 shares, $.01 par
value, authorized; 33,618 shares outstanding $336 $2,703,497
StarPak International, Ltd. - 5,000,000 shares,
$.01 par value, authorized; 9,582 shares outstanding 96 204,329
------- ----------
$432 $2,907,826
------- ----------
------- ----------

DECEMBER 31, 1996
StarPak, Inc. - 5,000,000 shares, $.01 par
value, authorized; 33,618 shares outstanding $336 $5,638,771
StarPak International, Ltd. - 5,000,000 shares,
$.01 par value, authorized; 9,582 shares outstanding 96 509,425
------- ----------
$432 $6,148,196
------- ----------
------- ----------
</TABLE>

10. STOCK OPTIONS

The Company has elected to follow Accounting Principles Board Opinion
No. 25 ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES ("APB 25") and related
interpretations in accounting for its employee stock options because the
alternative fair value accounting provided for under FAS Statement No. 123,
ACCOUNTING FOR STOCK-BASED COMPENSATION, requires use of option valuation models
that were not developed for use in valuing employee stock options. Under
APB 25, because the exercise price of the Company's employee stock options
equals the market price of the underlying stock on the date of grant, no
compensation expense has been recognized.

Effective July 24, 1987, the stockholders of StarPak, Inc. approved a Stock
Option Plan ("Plan") which provided for the grant of stock options, stock
appreciation rights ("SARs") and supplemental bonuses to key employees. The
stock options were intended to qualify as "incentive stock options" as defined
in Section 422A of the Internal Revenue Code unless specifically designated
as"nonstatutory stock options."

The options granted could be exercised for a period of not more than ten
years and one month from the date of grant, or any shorter period as determined
by StarPak, Inc.'s Board of Directors. The option price of any incentive stock
option would be equal to or exceed the fair market value per share on the date
of grant, or 110% of the fair market value per share in the case of a 10% or
greater stockholder. Options generally vested ratably over a five-year period
from the date of grant. Unexercised vested options remained exercisable for
three calendar months from the date of termination of employment.

This Plan was terminated effective January 24, 1997.

F-15
<PAGE>

STARTEK, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

On February 13, 1997, the Company's Board of Directors approved the
StarTek, Inc. Stock Option Plan ("Option Plan") and, on January 27, 1997, the
Director Stock Option Plan ("Director Option Plan").

The Option Plan was established to provide stock options, SARs and
incentive stock options (cumulatively referred to as "Options") to key
employees, directors (other than non-employee directors), consultants, and
other independent contractors. The plan provides for Options to be granted
for a maximum of 985,000 shares of common stock, which are to be awarded by
determination of a committee of non-employee directors. Unless otherwise
determined by the committee, all Options granted under the Option Plan vest
20% annually beginning on the first anniversary of the Option's grant date
and expire at the earlier of (i) ten years (or five years for participants
owning greater than 10% of the voting stock) from the option's grant date,
(ii) three months after the termination of employment of the participant as
outlined by the plan, or (iii) the date six months after the participant's
death.

The Director Option Plan was established to provide stock options to non-
employee directors who are elected prior to the option's grant date and serve
continuously from the commencement of their term. The plan provides for stock
options to be granted for a maximum of 90,000 shares of common stock.
Participants are automatically granted options to acquire 10,000 shares of
common stock upon the later of their election as a Director or the closing of
the initial public offering of the Company's common stock (see note 14).
Additionally, each participant shall be automatically granted options to acquire
3,000 shares of common stock on the date of each annual meeting of stockholders
thereafter at which such director is reelected. All options granted under the
Director Option Plan are fully vested upon grant and expire at the earlier of
(i) the date of the participant's membership on the board is terminated for
cause, (ii) ten years from the option grant date, or (iii) the date one year
after the director's death.

A summary of the Company's stock option activity, and related information
for the years ended December 31 follows:

1994 1995 1996
Outstanding-beginning of year. . . . . . . . 1,728 1,728 --
Granted. . . . . . . . . . . . . . . . . -- -- --
Exercised. . . . . . . . . . . . . . . . -- 1,728 --
Canceled . . . . . . . . . . . . . . . . -- -- --
------- ------ ----

Outstanding-end of year. . . . . . . . . . . 1,728 -- --
------- ------ ----
------- ------ ----
Exercisable at end of year . . . . . . . . . 472 -- --
------- ------ ----
------- ------ ----

Exercise prices for options outstanding as of December 31, 1994 and
exercised during 1995 ranged from $21 to $320 and had a weighted average price
of $134. Options for 6,597 shares of common stock were available for grant at
the beginning and end of the years 1994, 1995, and 1996.

During 1995, StarPak, Inc.'s Board of Directors accelerated the vesting on
all outstanding options to allow the holders to exercise any granted option.
Subsequently, all outstanding options were exercised. In aggregate, the option
holders paid $17,830 in cash and delivered a note of $213,334 bearing interest
at 4.63% to StarPak, Inc. in exchange for shares of common stock. This note is
secured by 896 shares of StarPak, Inc. common stock. On January 22, 1997, the
note and all accrued interest thereon was repaid in full.

F-16
<PAGE>

STARTEK, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

11. GEOGRAPHIC AREA INFORMATION

To date, the Company operates in North America, Europe and Asia. The
Company's operations in Asia were not material and have been combined with North
America in the following table. Prior to fiscal 1995, the Company operated
primarily in North America.

Information regarding geographical areas is as follows:

NORTH
YEAR ENDED DECEMBER 31, 1995 AMERICA EUROPE ELIMINATIONS TOTAL
<S> <C> <C> <C> <C>
Revenues $37,376,167 $4,133,196 -- $41,509,363
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------

Operating profit $ 173,678 $ 164,639 -- $ 338,317
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------

Identifiable assets $19,355,906 $3,090,170 $(865,920) $21,580,156
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------

NORTH
YEAR ENDED DECEMBER 31, 1995 AMERICA EUROPE ELIMINATIONS TOTAL

Revenues $59,562,623 $12,021,238 -- $71,583,861
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------

Operating profit $ 376,841 $ 32,724 -- $ 409,565
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------

Identifiable assets $21,235,666 $ 3,459,106 $(1,716,050) $22,978,722
----------- ---------- ---------- -----------
----------- ---------- ---------- -----------
</TABLE>

12. SIGNIFICANT CLIENTS

Two clients accounted for 39.6% and 15.9% of revenues for the year ended
December 31, 1994. Two clients accounted for 46.3% and 10.9% of revenues for
the year ended December 31, 1995. Two clients accounted for 38.4% and 33.4% of
revenues for the year ended December 31, 1996.

The loss of one or more of its significant clients could have a material
adverse effect on the Company's business, operating results or financial
condition. To limit the Company's credit risk, management performs ongoing
credit evaluations of its clients and maintains allowances for potentially
uncollectible accounts. Although the Company is directly impacted by economic
conditions in which its clients operate, management does not believe significant
credit risk exists at December 31, 1996.

F-17
<PAGE>

13. RELATED PARTY TRANSACTIONS

The Company had the following notes receivable and payable from related
parties for the noted periods:

DECEMBER 31,
------------------
1995 1996
Notes receivable from stockholders bearing
interest of 8.5% and refinanced annually to be
due at the end of the following fiscal year.
These notes were repaid by the stockholders
on November 22, 1996. $663,494 --

Notes payable to stockholders bearing interest
of 8.5% and refinanced annually to be due at
the end of the following fiscal year. These
notes were repaid by the Company on
November 22, 1996. $ 663,494 --

Notes payable to stockholders bearing interest
at 12% and refinanced annually to be due at
the end of the following fiscal year. These
notes were repaid by the Company on
November 22, 1996. $ 75,000 --

Note payable to affiliate bearing interest equal
to StarTek's line of credit rate and due on
January 31, 1997. $1,111,844 --

14. PLANNED EVENTS SUBSEQUENT TO DECEMBER 31, 1996

The Company is contemplating an initial public offering of its common
stock.

Immediately prior to closing the offering, the Company will declare a
340.8888 for one stock split to be effected by a stock dividend, and declare a
dividend in an amount equal to the estimated additional paid-in capital and
retained earnings of the Company as of the closing date, payable to the
principal stockholders (the "Principal Stockholders") pursuant to certain
promissory notes, which will equal approximately $7.0 million, plus an
adjustment for any additional paid-in capital and retained earnings after
December 31, 1996 through the closing date. The promissory notes payable to
the Principal Stockholders will be paid from net proceeds of the offering to
the Company.

Upon closing of the offering, the S corporation status of the Company will
be terminated and the Company will be taxed as a C corporation thereafter. Upon
termination of the Company's S corporation status, the Company will be required
to record a one-time credit to earnings to record a net deferred tax asset. If
this credit were recorded at December 31, 1996, the amount would have been
approximately $292,000, relating to temporary differences primarily resulting
from accrued expense and depreciation. Additionally, the management fee, bonus
and other fee arrangements as described in Note 2 have been terminated effective
December 31, 1996.

F-18
<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANY PERSON IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFERING OR SOLICITATION.

-------------------------

TABLE OF CONTENTS

Page

Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Offering Related Transactions. . . . . . . . . . . . . . . . . . . . . 13
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Dividend Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Selected Combined Financial Data . . . . . . . . . . . . . . . . . . . 19
Management's Discussion and Analysis
of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . . 20
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Certain Relationships and
Related Party Transactions. . . . . . . . . . . . . . . . . . . . 40
Principal and Selling Stockholders . . . . . . . . . . . . . . . . . . 42
Shares Eligible for Future Sale. . . . . . . . . . . . . . . . . . . . 44
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . 45
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . 49
Index to Combined Financial Statements . . . . . . . . . . . . . . . . F-1

-------------------------

UNTIL _________ , 1997 (25 DAYS AFTER COMMENCEMENT OF THIS OFFERING), ALL
DEALERS EFFECTING TRANSACTIONS IN COMMON STOCK, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

3,666,667 SHARES

[LOGO AND ART]

______________

STARTEK, INC.

COMMON STOCK

______________
PROSPECTUS
______________

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

MORGAN STANLEY & CO.
INCORPORATED

, 1997

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Estimated expenses (other than the underwriting discounts and commissions)
payable in connection with the issuance and distribution of the securities to be
registered hereunder are as follows:

SEC registration fee . . . . . . . . . . . . . . . . . . . . . . . . .$20,445.00
NASD filing fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,947.00
NYSE listing fee . . . . . . . . . . . . . . . . . . . . . . . . . *
Printing and engraving expenses. . . . . . . . . . . . . . . . . . *
Legal fees and expenses. . . . . . . . . . . . . . . . . . . . . . *
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . *
Blue Sky fees and expenses (including legal fees). . . . . . . . . *
Transfer agent and registrar fees and expenses . . . . . . . . . . *
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . *
------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ *
------------
------------

_________________________
* To be completed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Restated Certificate of Incorporation and Restated Bylaws
provide that to the fullest extent permitted by the DGCL, a director of the
Company shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director. Under the DGCL, liability
of a director may not be limited (i) for any breach of the director's duty of
loyalty to the Company or its stockholders; (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law;
(iii) in respect of certain unlawful dividend payments or stock redemptions or
repurchases; and (iv) for any transaction from which the director derives an
improper personal benefit. The effect of the provisions of the Company's
Restated Certificate of Incorporation and Restated Bylaws is to eliminate the
rights of the Company and its stockholders (through stockholders' derivative
suits on behalf of the Company) to recover monetary damages against a director
for breach of the fiduciary duty of care as a director (including breaches
resulting from negligent or grossly negligent behavior), except in the
situations described in clauses (i) through (iv) above. This provision does not
limit or eliminate the rights of the Company or any stockholder to seek
nonmonetary relief such as an injunction or rescission in the event of a breach
of a director's duty of care. In addition, the Company's Restated Certificate
of Incorporation and Restated Bylaws provide that the Company shall indemnify
its directors and officers, against losses incurred by any such person by reason
of the fact that such person was acting in such capacity.

The Form of Underwriting Agreement to be filed as Exhibit 1.1 to the
Registration Statement provides for indemnification by the Underwriters of the
Company and its directors and officers for certain liabilities arising under the
Securities Act or otherwise.

II-1
<PAGE>

Prior to closing this offering, the Company intends to obtain an annually
renewable directors' and officers' insurance policy insuring directors and
officers of the Company against claims made against them in their individual
capacities in an amount of up to $5,000,000 in the aggregate (with certain
restrictions) in conjunction with their duties as directors and officers of the
Company.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Described below is information regarding all unregistered securities that
have been issued by the Company during the past three years. The number of
shares of Common Stock set forth in this Item 15 have not been adjusted to give
effect to the 340.8888-for-one stock split of the Company's Common Stock to be
effected by a stock dividend immediately prior to and subject to closing this
offering.

On January 1, 1997, the Company issued 33,618 shares of Common Stock to the
Principal Stockholders in exchange for the assignment to the Company by the
Principal Stockholders of all of the issued and outstanding shares of common
stock of StarPak, Inc., in reliance upon Section 4(2) of the Securities Act as a
transaction not involving any public offering.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) EXHIBITS.

EXHIBIT
NUMBER
---------

1.1 Form of Underwriting Agreement

* 1.2 Form of Lock-up Agreement

* 3.1 Restated Certificate of Incorporation of the Company

* 3.2 Restated Bylaws of the Company

* 4.1 Specimen Common Stock certificate

* 5.1 Opinion and Consent of Otten, Johnson, Robinson, Neff & Ragonetti,
P.C.

* 10.1 StarTek, Inc. Stock Option Plan

* 10.2 Form of Stock Option Agreement

* 10.3 Form of StarTek, Inc. Director Stock Option Plan

* 10.4 Lease by and between East Mercia Developments Limited and StarPak
International, Ltd. and StarPak, Inc.

* 10.5 Promissory Note of StarPak, Inc. dated December 29, 1995 in the
principal amount of $1,111,844.17 payable to the order of General
Communications, Inc.

* 21.1 List of Subsidiaries of the Company

II-2
<PAGE>

** 23.1 Consent of Ernst & Young LLP

* 23.2 Consent of Otten, Johnson, Robinson, Neff & Ragonetti, P.C. (included
in Exhibit 5.1)

* 24.1 Power of Attorney (contained on page II-4)

* 27.1 Financial Data Schedule

- -----------------
* Previously filed.
** Revised and refiled herewith.

(b) COMBINED FINANCIAL STATEMENT SCHEDULES

All financial statement schedules are omitted because of the absence of
conditions under which they are required.

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement certificates
in such denominations and registered in such names as required by the
Underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of a registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-3
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF DENVER, STATE OF
COLORADO, ON THIS 10TH DAY OF MARCH, 1997.

STARTEK, INC.

By: /s/ A. Emmet Stephenson, Jr.
------------------------------
A. Emmet Stephenson, Jr.
Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

Signature Title Date
--------- ------ ----
<S> <C> <C>
/s/ A. Emmet Stephenson, Jr. Chairman of the Board and Director March 10, 1997
- -----------------------------
A. Emmet Stephenson, Jr.

/s/ Michael W. Morgan Director, President and Chief March 10, 1997
- ------------------------------ Executive Officer (Principal
Michael W. Morgan Executive Officer)

/s/ Dennis M. Swenson Executive Vice President and Chief March 10, 1997
- ------------------------------- Financial Officer (Principal
Dennis M. Swenson Financial Officer and Principal
Accounting Officer)

/s/ Ed Zschau* Director March 10, 1997
- -------------------------------
Ed Zschau

/s/ Thomas O. Ryder* Director March 10, 1997
- -------------------------------
Thomas O. Ryder
</TABLE>

*By: /s/ A. Emmet Stephenson, Jr.
------------------------------------------
A. Emmet Stephenson, Jr., Attorney-in-Fact

II-4
<PAGE>

EXHIBIT INDEX

Exhibit Number 1.1 Form of Underwriting Agreement

Exhibit Number 23.1 Consent of Ernst & Young LLP

II-5

<PAGE>

EXHIBIT 1.1

3,666,667 Shares

STARTEK, INC.

Common Stock

UNDERWRITING AGREEMENT

_______ __, 1997

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MORGAN STANLEY & CO. INCORPORATED
As representatives of the
several underwriters
named in Schedule I hereto
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172

Dear Sirs:

STARTEK, INC., a Delaware corporation (the "Company"), and the
stockholders of the Company named in Schedule II hereto, (collectively, the
"Selling Stockholders"), severally propose to sell an aggregate of 3,666,667
shares of Common Stock, par value $.01 per share, of the Company (the "Firm
Shares"), to the several underwriters named in Schedule I hereto (the
"Underwriters"). The Firm Shares consist of 3,000,000 shares to be issued and
sold by the Company and 666,667 outstanding shares to be sold by the Selling
Stockholders. The Selling Stockholders also propose to sell to the several
Underwriters not more than 550,000 additional shares of Common Stock, par value
$.01 per share, of the Company (the "Additional Shares"), if requested by the
Underwriters as provided in Section 2 hereof. The Firm Shares and the
Additional Shares are herein collectively called the "Shares". The shares of
common stock of the Company to be outstanding after giving effect to the sales
contemplated hereby are hereinafter referred to as the "Common Stock". The
Company and the Selling Stockholders are hereinafter collectively called the
"Sellers".

-1-
<PAGE>

1. REGISTRATION STATEMENT AND PROSPECTUS. The Company has prepared and
filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder (collectively called the
"Act"), a registration statement on Form S-1 including a prospectus relating to
the Shares, which may be amended. The registration statement as amended at the
time when it becomes effective, including a registration statement (if any)
filed pursuant to Rule 462(b) under the Act increasing the size of the offering
registered under the Act and information (if any) deemed to be part of the
registration statement at the time of effectiveness pursuant to Rule 430A under
the Act, is hereinafter referred to as the "Registration Statement"; and the
prospectus in the form first used to confirm sales of Shares is hereinafter
referred as the "Prospectus".

2. AGREEMENTS TO SELL AND PURCHASE. On the basis of the representations
and warranties contained in this Agreement, and subject to its terms and
conditions, (i) the Company agrees to issue and sell 3,000,000 Firm Shares,
(ii) each Selling Stockholder agrees, severally and not jointly, to sell the
number of Firm Shares set forth opposite such Selling Stockholder's name in
Schedule II hereto and (iii) each Underwriter agrees, severally and not jointly,
to purchase from each Seller at a price per share of $______ (the "Purchase
Price") the number of Firm Shares (subject to such adjustments to eliminate
fractional shares as you may determine) which bears the same proportion to the
total number of Firm Shares to be sold by such Seller as the number of Firm
Shares set forth opposite the name of such Underwriter in Schedule I hereto
bears to the total number of Firm Shares.

On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, (i) each Selling Stockholder
agrees to sell up to the number of Additional Shares set forth opposite such
Selling Stockholder's name on Schedule II hereto and (ii) the Underwriters shall
have the right to purchase, severally and not jointly, up to an aggregate
550,000 Additional Shares from the Selling Stockholders at the Purchase Price.
The Additional Shares may be purchased solely for the purpose of covering over-
allotments made in connection with the offering of the Firm Shares. The
Underwriters may exercise their right to purchase the Additional Shares in whole
or in part from time to time by giving written notice thereof to either
Attorney-in-Fact (as hereinafter defined) within 30 days after the date of this
Agreement. You shall give any such notice on behalf of the Underwriters and
such notice shall specify the aggregate number of Additional Shares to be
purchased pursuant to such exercise and the date for payment and delivery
thereof. The date specified in any such notice shall be a business day
(i) no earlier than the Closing Date (as hereinafter defined), (ii) no later
than ten business days after such notice has been given and (iii) no earlier
than two business days after such notice has been given. If any Additional
Shares are to be purchased, each Underwriter, severally and not jointly, agrees
to purchase from the Selling Stockholders the number of Additional Shares
(subject to

-2-
<PAGE>

such adjustments to eliminate fractional shares as you may determine) which
bears the same proportion to the total number of Additional Shares to be
purchased from the Selling Stockholders as the number of Firm Shares set forth
opposite the name of such Selling Stockholder in Schedule II bears to the total
number of Firm Shares sold by the Selling Stockholders.

The Sellers hereby agree, severally and not jointly, and the Company
shall, concurrently with the execution of this Agreement, deliver an agreement
executed by (i) each of the directors and officers of the Company who is not a
Selling Stockholder and (ii) each stockholder listed on Annex I hereto, pursuant
to which each such person agrees, not to offer, sell, contract to sell, grant
any option to purchase, or otherwise dispose of any common stock of the Company
or any securities convertible into or exercisable or exchangeable for such
common stock or in any other manner transfer all or a portion of the economic
consequences associated with the ownership of any such common stock, except to
the Underwriters pursuant to this Agreement, for a period of 180 days after the
date of the Prospectus without the prior written consent of Donaldson, Lufkin &
Jenrette Securities Corporation. Notwithstanding the foregoing, during such
period (i) the Company may grant stock options pursuant to the Company's
existing stock option plans and (ii) the Company may issue shares of its common
stock upon the exercise of an option or warrant or the conversion of a security
outstanding on the date hereof.

3. TERMS OF PUBLIC OFFERING. The Sellers are advised by you that the
Underwriters propose (i) to make a public offering of their respective portions
of the Shares as soon after the effective date of the Registration Statement as
in your judgment is advisable and (ii) initially to offer the Shares upon the
terms set forth in the Prospectus.

4. DELIVERY AND PAYMENT. Delivery to the Underwriters of and payment for
the Firm Shares shall be made at 10:00 A.M., New York City time, on the third or
fourth business day unless otherwise permitted by the Commission pursuant to
Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") following the date of the initial public offering (the "Closing Date"), at
such place outside the State of New York as you shall designate. The Closing
Date and the location of delivery of and the form of payment for the Firm Shares
may be varied by agreement between you and the Sellers.

Delivery to the Underwriters of and payment for any Additional Shares
to be purchased by the Underwriters shall be made at such place as you shall
designate at 10:00 A.M., New York City time, on the date specified in the
applicable exercise notice given by you pursuant to Section 2 (an "Option
Closing Date"). Any such Option Closing Date and the location of delivery of
and the form of payment for such Additional Shares may be varied by agreement
between you and the Company.

-3-
<PAGE>

Certificates for the Shares shall be registered in such names and
issued in such denominations as you shall request in writing not later than two
full business days prior to the Closing Date or an Option Closing Date, as the
case may be. Such certificates shall be made available to you for inspection
not later than 9:30 A.M., New York City time, on the business day next preceding
the Closing Date or an Option Closing Date, as the case may be. Certificates in
definitive form evidencing the Shares shall be delivered to you on the Closing
Date or an Option Closing Date, as the case may be, with any transfer taxes
thereon duly paid by the respective Sellers, for the respective accounts of the
several Underwriters, against payment of the Purchase Price therefor by wire
transfer of funds to the order of the applicable Sellers.

5. AGREEMENTS OF THE COMPANY. The Company agrees with you:

(a) To use its best efforts to cause the Registration Statement to
become effective at the earliest possible time.

(b) To advise you promptly and, if requested by you, to confirm such
advice in writing, (i) when the Registration Statement has become effective
and when any post-effective amendment to it becomes effective, (ii) of any
request by the Commission for amendments to the Registration Statement or
amendments or supplements to the Prospectus or for additional information,
(iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or of the suspension of
qualification of the Shares for offering or sale in any jurisdiction, or
the initiation of any proceeding for such purposes, and (iv) of the
happening of any event during the period referred to in paragraph (e) below
which makes any statement of a material fact made in the Registration
Statement or the Prospectus untrue or which requires the making of any
additions to or changes in the Registration Statement or the Prospectus in
order to make the statements therein not misleading. If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, the Company will make every reasonable effort to
obtain the withdrawal or lifting of such order at the earliest possible
time.

(c) To furnish to you, without charge, three signed copies of the
Registration Statement as first filed with the Commission and of each
amendment to it, including all exhibits, and to furnish to you and each
Underwriter designated by you such number of conformed copies of the
Registration Statement as so filed and of each amendment to it, without
exhibits, as you may reasonably request.

-4-
<PAGE>

(d) Not to file any amendment or supplement to the Registration
Statement, whether before or after the time when it becomes effective, or
to make any amendment or supplement to the Prospectus of which you shall
not previously have been advised or to which you shall reasonably object;
and to prepare and file with the Commission, promptly upon your reasonable
request, any amendment to the Registration Statement or supplement to the
Prospectus which may be necessary or advisable in connection with the
distribution of the Shares by you, and to use its best efforts to cause the
same to become promptly effective.

(e) Promptly after the Registration Statement becomes effective, and
from time to time thereafter for such period as in the opinion of counsel
for the Underwriters a prospectus is required by law to be delivered in
connection with sales by an Underwriter or a dealer, to furnish to each
Underwriter and dealer as many copies of the Prospectus (and of any
amendment or supplement to the Prospectus) as such Underwriter or dealer
may reasonably request.

(f) If during the period specified in paragraph (e) any event shall
occur as a result of which, in the opinion of counsel for the Underwriters
it becomes necessary to amend or supplement the Prospectus in order to make
the statements therein, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, or if it is
necessary to amend or supplement the Prospectus to comply with any law,
forthwith to prepare and file with the Commission an appropriate amendment
or supplement to the Prospectus so that the statements in the Prospectus,
as so amended or supplemented, will not in the light of the circumstances
when it is so delivered, be misleading, or so that the Prospectus will
comply with law, and to furnish to each Underwriter and to such dealers as
you shall specify, such number of copies thereof as such Underwriter or
dealers may reasonably request.

(g) Prior to any public offering of the Shares, to cooperate with you
and counsel for the Underwriters in connection with the registration or
qualification of the Shares for offer and sale by the several Underwriters
and by dealers under the state securities or Blue Sky laws of such
jurisdictions as you may request, to continue such qualification in effect
so long as required for distribution of the Shares and to file such
consents to service of process or other documents as may be necessary in
order to effect such registration or qualification. Notwithstanding the
foregoing, the Company shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any such

-5-
<PAGE>

jurisdiction where it is not presently qualified or where it would be
subject to taxation as a foreign corporation.

(h) To mail and make generally available to its stockholders as soon
as reasonably practicable an earnings statement covering a period of at
least twelve months after the effective date of the Registration Statement
(but in no event commencing later than 90 days after such date) which shall
satisfy the provisions of Section 11(a) of the Act, and to advise you in
writing when such statement has been so made available.

(i) During the period of five years after the date of this Agreement,
(i) to mail as soon as reasonably practicable after the end of each fiscal
year to the record holders of its Common Stock a financial report of the
Company and its subsidiaries on a consolidated and combined basis (and a
similar financial report of all unconsolidated subsidiaries, if any), all
such financial reports to include a consolidated and combined balance
sheet, a consolidated and combined statement of operations, a consolidated
and combined statement of cash flows and a consolidated and combined
statement of stockholders' equity as of the end of and for such fiscal
year, together with comparable information as of the end of and for the
preceding year, certified by independent certified public accountants, and
(ii) to mail and make generally available as soon as practicable after the
end of each quarterly period (except for the last quarterly period of each
fiscal year) to such holders, a consolidated and combined balance sheet, a
consolidated and combined statement of operations and a consolidated and
combined statement of cash flows (and similar financial reports of all
unconsolidated subsidiaries, if any) as of the end of and for such period,
and for the period from the beginning of such year to the close of such
quarterly period, together with comparable information for the
corresponding periods of the preceding year.

(j) During the period referred to in paragraph (i), to furnish to you
as soon as available a copy of each report or other publicly available
information of the Company mailed to the holders of Common Stock or filed
with the Commission and such other publicly available information
concerning the Company and its subsidiaries as you may reasonably request.

(k) To pay all costs, expenses, fees and taxes incident to (i) the
preparation, printing, filing and distribution under the Act of the
Registration Statement (including financial statements and exhibits), each
preliminary prospectus and all amendments and supplements to any of them
prior to or during the period specified in paragraph (e), ((ii) the
printing and delivery of the

-6-
<PAGE>

Prospectus and all amendments or supplements to it during the period
specified in paragraph (e), ((iii) the printing and delivery of this
Agreement, the Preliminary and Supplemental Blue Sky Memoranda and all
other agreements, memoranda, correspondence and other documents printed and
delivered in connection with the offering of the Shares (including in each
case any disbursements of counsel for the Underwriters relating to such
printing and delivery), (iv) the registration or qualification of the
Shares for offer and sale under the securities or Blue Sky laws of the
several states (including in each case the fees and disbursements of
counsel for the Underwriters relating to such registration or qualification
and memoranda relating thereto), (v) filings and clearance with the
National Association of Securities Dealers, Inc. in connection with the
offering, (vi) the listing of the Shares for trading on the New York Stock
Exchange ("NYSE"), (vii) furnishing such copies of the Registration
Statement, the Prospectus and all amendments and supplements thereto as may
be requested for use in connection with the offering or sale of the Shares
by the Underwriters or by dealers to whom Shares may be sold and (viii) the
performance by the Sellers of their other obligations under this Agreement.

(l) During the period when representatives of the Company and the
Underwriters travel to meetings with potential investors (the "Roadshow"),
to pay (i) one-half of all costs, expenses, fees and taxes incident to the
renting or chartering of private planes to be used for travel during the
Roadshow, (ii) all costs, expenses, fees and taxes associated with the
presentation materials to be used by the Company and the Underwriters
during the Roadshow, and (iii) all costs, expenses, fees and taxes for
personal expenses (including, without limitation, all food, lodging and
personal services) of representatives of the Company participating in the
Roadshow.

(m) To use its best efforts to maintain the listing for trading of
the Common Stock on the NYSE (or on the Nasdaq National Market) for a
period of five years after the effective date of the Registration
Statement.

(n) To use its best efforts to do and perform all things required or
necessary to be done and performed under this Agreement by the Company
prior to the Closing Date or any Option Closing Date, as the case may be,
and to satisfy all conditions precedent to the delivery of the Shares.

6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to each Underwriter that:

(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of

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<PAGE>

the Registration Statement is in effect, and no proceedings for such
purpose are pending before or threatened by the Commission.

(b) (i) Each part of the Registration Statement, when such part
became effective, did not contain and each such part, as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading,
(ii) the Registration Statement and the Prospectus comply and, as amended
or supplemented, if applicable, will comply in all material respects with
the Act and (iii) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that the representations and warranties set
forth in this paragraph (b) do not apply to statements or omissions in the
Registration Statement or the Prospectus based upon information relating to
any Underwriter furnished to the Company in writing by such Underwriter
through you expressly for use therein.

(c) The Company and each of its subsidiaries has been duly
incorporated, is validly existing as a corporation in good standing under
the laws of its jurisdiction of incorporation and has the corporate power
and authority to carry on its business as it is currently being conducted
and to own, lease and operate its properties, and each is duly qualified
and is in good standing as a foreign corporation authorized to do business
in each jurisdiction in which the nature of its business or its ownership
or leasing of property requires such qualification, except where the
failure to be so qualified would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole.

(d) All of the outstanding shares of capital stock of, or other
ownership interests in, each of the Company's subsidiaries have been duly
authorized and validly issued and are fully paid and non-assessable, and
are owned by the Company, free and clear of any security interest, claim,
lien, encumbrance or adverse interest of any nature.

(e) All the outstanding shares of capital stock of the Company
(including the Shares to be sold by the Selling Stockholders) have been
duly authorized and validly issued and are fully paid, non-assessable and
not subject to any preemptive or similar rights; and the Shares to be
issued and sold by the Company hereunder have been duly authorized and,
when issued and delivered to the Underwriters against payment therefor as
provided

-8-
<PAGE>

by this Agreement, will be validly issued, fully paid and non-assessable,
and the issuance of such Shares will not be subject to any preemptive or
similar rights.

(f) The authorized capital stock of the Company, including the Common
Stock, conforms as to legal matters to the description thereof contained in
the Prospectus.

(g) Neither the Company nor any of its subsidiaries is in violation
of its respective charter or by-laws or in default in the performance of
any obligation, agreement or condition contained in any bond, debenture,
note or any other evidence of indebtedness or in any other agreement,
indenture or instrument to which the Company or any of its subsidiaries is
a party or by which it or any of its subsidiaries or their respective
property is bound, which violation or default would have a material adverse
effect on the Company and its subsidiaries, taken as a whole.

(h) The execution, delivery and performance of this Agreement,
compliance by the Company with all the provisions hereof and the
consummation of the transactions contemplated hereby will not require any
consent, approval, authorization or other order of any court, regulatory
body, administrative agency or other governmental body (except as such may
be required under the securities or Blue Sky laws of the various states)
and will not conflict with or constitute a breach of any of the terms or
provisions of, or a default under, the charter or by-laws of the Company or
any of its subsidiaries or, except as to defaults, violations or conflicts
which individually or in the aggregate would not be material to the Company
and its subsidiaries, taken as a whole, any agreement, indenture or other
instrument to which it or any of its subsidiaries is a party or by which it
or any of its subsidiaries or their respective property is bound, or
violate or conflict with any laws, administrative regulations or rulings or
court decrees applicable to the Company, any of its subsidiaries or their
respective property, which violation or conflict would have a material
adverse effect on the business, prospects, financial condition or results
of operation of the Company and its subsidiaries, taken as a whole.

(i) Except as otherwise set forth in the Prospectus, there are no
material legal or governmental proceedings pending to which the Company or
any of its subsidiaries is a party or of which any of their respective
property is the subject, and, to the best of the Company's knowledge, no
such proceedings are threatened or contemplated. No contract or document
of a character required to be described in the Registration Statement or
the Prospectus or to be filed as an exhibit

-9-
<PAGE>

to the Registration Statement is not so described or filed as required.

(j) Neither the Company nor any of its subsidiaries has violated any
foreign, federal, state or local law or regulation relating to the
protection of human health and safety, the environment or hazardous or
toxic substances or wastes, pollutants or contaminants ("Environmental
Laws"), nor any federal or state law relating to discrimination in the
hiring, promotion or pay of employees nor any applicable federal or state
wages and hours laws, nor any provisions of the Employee Retirement Income
Security Act or the rules and regulations promulgated thereunder, which in
each case might result in any material adverse change in the business,
prospects, financial condition or results of operation of the Company and
its subsidiaries, taken as a whole.

(k) The Company and each of its subsidiaries has such permits,
licenses, franchises and authorizations of governmental or regulatory
authorities ("permits"), including, without limitation, under any
applicable Environmental Laws, as are necessary to own, lease and operate
its respective properties and to conduct their respective businesses,
except where the failure to have such permits would not have a material
adverse effect on the Company and its subsidiaries, taken as a whole; the
Company and each of its subsidiaries has fulfilled and performed all of its
material obligations with respect to such permits and no event has occurred
which allows, or after notice or lapse of time would allow, revocation or
termination thereof or results in any other material impairment of the
rights of the holder of any such permit; and, except as described in the
Prospectus, there are no restrictions contained in such permits, compliance
with which would have a material adverse effect on the Company and its
subsidiaries, taken as a whole.

(l) The Company has conducted a review of the effect of Environmental
Laws on the business, operations and properties of the Company and its
subsidiaries, in the course of which it identified and evaluated associated
costs and liabilities (including, without limitation, any capital or
operating expenditures required for clean-up, closure of properties or
compliance with Environmental Laws or any permit, license or approval, any
related constraints on operating activities and any potential liabilities
to third parties). On the basis of such review, the Company has reasonably
concluded that such associated costs and liabilities would not, singly or
in the aggregate, have a material adverse effect on the Company and its
subsidiaries, taken as a whole.

-10-
<PAGE>

(m) Except as otherwise set forth in the Prospectus or such as are
not material to the business, prospects, financial condition or results of
operation of the Company and its subsidiaries, taken as a whole, the
Company and each of its subsidiaries has good and marketable title, free
and clear of all liens, claims, encumbrances and restrictions except liens
for taxes not yet due and payable, to all property and assets described in
the Registration Statement as being owned by it. All leases to which the
Company or any of its subsidiaries is a party are valid and binding and no
default has occurred or is continuing thereunder, which might result in any
material adverse change in the business, prospects, financial condition or
results of operation of the Company and its subsidiaries taken as a whole,
and the Company and its subsidiaries enjoy peaceful and undisturbed
possession under all such leases to which any of them is a party as lessee
with such exceptions as do not materially interfere with the use made by
the Company or such subsidiary.

(n) The Company and each of its subsidiaries maintains reasonably
adequate insurance.

(o) Ernst & Young LLP are independent public accountants with respect
to the Company as required by the Act.

(p) The financial statements, together with related schedules and
notes forming part of the Registration Statement and the Prospectus (and
any amendment or supplement thereto), present fairly the combined financial
position, results of operations and changes in financial position of the
Company and its subsidiaries on the basis stated in the Registration
Statement at the respective dates or for the respective periods to which
they apply; such statements and related schedules and notes have been
prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except as disclosed
therein; and the other financial and statistical information and data set
forth in the Registration Statement and the Prospectus (and any amendment
or supplement thereto) is, in all material respects, accurately presented
and prepared in good faith on the basis of the assumptions described in the
Registration Statement and such assumptions are reasonable and the
adjustments used therein are appropriate to give effect to the transactions
and circumstances referred to therein.

(q) The Company is not an "investment company" or a company
"controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

-11-
<PAGE>

(r) No holder of any security of the Company has any right to require
registration of shares of Common Stock or any other security of the
Company.

(s) The Company has complied with all provisions of Section 517.075,
Florida Statutes (Chapter 92-198, Laws of Florida).

(t) There are no outstanding subscriptions, rights, warrants,
options, calls, convertible securities, commitments of sale or liens
related to or entitling any person to purchase or otherwise to acquire any
shares of the capital stock of, or other ownership interest in, the Company
or any subsidiary thereof except as otherwise disclosed in the Registration
Statement.

(u) Except as disclosed in the Prospectus, there are no business
relationships or related party transactions required to be disclosed
therein by Item 404 of Regulation S-K of the Commission.

(v) There is (i) no significant unfair labor practice complaint
pending against the Company or any of its subsidiaries or, to the best
knowledge of the Company, threatened against any of them, before the
National Labor Relations Board or any state or local labor relations board,
and no significant grievance or arbitration proceeding arising out of or
under any collective bargaining agreement is so pending against the Company
or any of its subsidiaries or, to the best knowledge of the Company,
threatened against any of them, and (ii) no significant strike, labor
dispute, slowdown or stoppage pending against the Company or any of its
subsidiaries or, to the best knowledge of the Company, threatened against
it or any of its subsidiaries except for such actions specified in
clause (i) and (ii) above, which, singly or in the aggregate could not
reasonably be expected to have a material adverse effect on the Company and
its subsidiaries, taken as a whole.

(w) The Company and each of its subsidiaries maintains a system of
internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management's general
or specific authorizations; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management's
general or specific authorization; and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.

-12-
<PAGE>

(x) The Company has filed a registration statement pursuant to
Section 12(b) of the Exchange Act, to register the Common Stock, has filed
an application to list the Shares for trading on the NYSE, and has received
notification that the listing has been approved, subject to notice of
issuance.

7. REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS. Each
Selling Stockholder, severally and not jointly, represents and warrants to and
agrees with each Underwriter that:

(a) Such Selling Stockholder is the lawful owner of the Shares to be
sold by such Selling Stockholder pursuant to this Agreement and has, and on
the Closing Date (and Option Closing Date, if applicable) will have, good
and clear title to such Shares, free of all restrictions on transfer,
liens, encumbrances, security interests and claims whatsoever.

(b) Upon delivery of and payment for such Shares pursuant to this
Agreement and assuming the Underwriters purchase such Shares in good faith
without notice of any adverse claim, good and clear title to such Shares
will pass to the Underwriters, free of all restrictions on transfer, liens,
encumbrances, security interests and claims whatsoever.

(c) Such Selling Stockholder has, and on the Closing Date (and Option
Closing Date, if applicable) will have, full legal right, power and
authority to enter into this Agreement and the Custody Agreement between
the Selling Stockholders and UMB Bank, N.A., as Custodian (the "Custody
Agreement") and to sell, assign, transfer and deliver such Shares in the
manner provided herein and therein, and this Agreement and the Custody
Agreement have been duly authorized, executed and delivered by such Selling
Stockholder and each of this Agreement and the Custody Agreement is a valid
and binding agreement of such Selling Stockholder enforceable in accordance
with its terms, except as rights to indemnity and contribution hereunder
may be limited by applicable law, except to the extent that enforcement
thereof may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally and (ii) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law
or in equity).

(d) The power of attorney signed by such Selling Stockholder
appointing A. Emmet Stephenson, Jr. and Michael W. Morgan, or either one of
them, as his attorney-in-fact (the "Attorney-in-Fact") to the extent set
forth therein with regard to the transactions contemplated hereby and by
the Registration Statement and the Custody Agreement has been duly
authorized, executed

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<PAGE>

and delivered by or on behalf of such Selling Stockholder and is a valid
and binding instrument of such Selling Stockholder enforceable in
accordance with its terms, except to the extent that enforcement thereof
may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) and,
pursuant to such power of attorney, such Selling Stockholder has authorized
A. Emmet Stephenson, Jr. and Michael W. Morgan, or either one of them, to
execute and deliver on his behalf this Agreement and any other document
necessary or desirable in connection with transactions contemplated hereby
and to deliver the Shares to be sold by such Selling Stockholder pursuant
to this Agreement.

(e) Such Selling Stockholder has not taken, and will not take,
directly or indirectly, any action designed to, or which might reasonably
be expected to, cause or result in stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of
the Shares pursuant to the distribution contemplated by this Agreement, and
other than as permitted by the Act, such Selling Stockholder has not
distributed and will not distribute any prospectus or other offering
material in connection with the offering and sale of the Shares.

(f) The execution, delivery and performance of this Agreement by such
Selling Stockholder, compliance by such Selling Stockholder with all the
provisions hereof and the consummation of the transactions contemplated
hereby will not require any consent, approval, authorization or other order
of any court, regulatory body, administrative agency or other governmental
body (except as such may be required under the Act, state securities laws
or Blue Sky laws) and will not conflict with or constitute a breach of any
of the terms or provisions of, or a default under, organizational documents
of such Selling Stockholder, if not an individual, or any agreement,
indenture or other instrument to which such Selling Stockholder is a party
or by which such Selling Stockholder or property of such Selling
Stockholder is bound, or violate or conflict with any laws, administrative
regulation or ruling or court decree applicable to such Selling Stockholder
or property of such Selling Stockholder.

(g) Such parts of the Registration Statement under the caption
"Principal and Selling Stockholders" which specifically relate to such
Selling Stockholder do not, and will not on the Closing Date (and any
Option Closing Date, if applicable), contain any untrue statement of a
material fact or omit to state any material fact required

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<PAGE>

to be stated therein or necessary to make the statements therein, in light
of circumstances under which they were made, not misleading.

(h) To the best of such Selling Stockholder's knowledge (except with
respect to the FASSET and MASSET Trusts, which make no representation or
warranty hereunder), the Registration Statement and the prospectus included
therein at the time the Registration Statement became effective did not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading, and that the Prospectus, as amended or
supplemented, if applicable (except for financial statements, as aforesaid)
does not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading,
except that the representations and warranties set forth in this
paragraph (h) do not apply to statements or omissions in the Registration
Statement or the Prospectus based upon information relating to any
Underwriter furnished to the Company in writing by such Underwriter through
you expressly for use therein.

(i) At any time during the period described in paragraph 5(e) hereof,
if there is any change in the information referred to in paragraph 7(g)
above, the Selling Stockholders will immediately notify you of such change.

8. INDEMNIFICATION. (a) The Company and each Selling Stockholder,
jointly and severally, agree to indemnify and hold harmless each Underwriter and
each person, if any, who controls any Underwriter within the meaning of
Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), from and against any and all losses, claims,
damages, liabilities and judgments caused by any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
the Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) or any preliminary prospectus, or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or judgments are
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to any Underwriter furnished in writing
to the Company by or on behalf of any Underwriter through you expressly for use
therein. Notwithstanding the foregoing, the aggregate liability of any Selling
Stockholder pursuant to the provisions of this paragraph shall be limited to an
amount equal to the aggregate purchase price received by such Selling
Stockholder from the sale of such Selling Stockholder's Shares hereunder;

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<PAGE>

PROVIDED, HOWEVER, that the foregoing indemnity agreement with respect to any
preliminary prospectus shall not inure to the benefit of any Underwriter from
whom the person asserting any such losses, claims, damages and liabilities and
judgments purchased Shares, or any person controlling such Underwriter, if a
copy of the Prospectus (as then amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) was not sent or given by
or on behalf of such Underwriter to such person, if required by law so to have
been delivered, at or prior to the written confirmation of the sale of the
Shares to such person, and if the Prospectus (as so amended and supplemented)
would have cured the defect giving rise to such loss, claim, damage, liability
or judgment.

(b) In case any action shall be brought against any Underwriter or
any person controlling such Underwriter, based upon any preliminary prospectus,
the Registration Statement or the Prospectus or any amendment or supplement
thereto and with respect to which indemnity may be sought against the Company
and the Selling Stockholders, such Underwriter shall promptly notify the Company
and the Selling Stockholders in writing and the Company and the Selling
Stockholders shall assume the defense thereof, including the employment of
counsel reasonably satisfactory to such indemnified party and payment of all
fees and expenses. Any Underwriter or any such controlling person shall have
the right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Underwriter or such controlling person unless (i) the employment
of such counsel has been specifically authorized in writing by the Company,
(ii) the Company and the Selling Stockholders shall have failed to assume the
defense and employ counsel or (iii) the named parties to any such action
(including any impleaded parties) include both such Underwriter or such
controlling person and the Company or any Selling Stockholder, as the case may
be, and such Underwriter or such controlling person shall have been advised by
such counsel that there may be one or more legal defenses available to it which
are different from or additional to those available to the Company or the
Selling Stockholders, as the case may be, (in which case the Company and the
Selling Stockholders shall not have the right to assume the defense of such
action on behalf of such Underwriter or such controlling person, it being
understood, however, that the Company and the Selling Stockholders shall not, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel) for all such
Underwriters and controlling persons, which firm shall be designated in writing
by Donaldson, Lufkin & Jenrette Securities Corporation and that all such fees
and expenses shall be reimbursed as they are incurred). A Seller shall not be
liable for any settlement of any such action effected without the written
consent of such Seller but if settled with the written consent of such Seller,
such Seller agrees to indemnify and hold harmless any Underwriter and any such
controlling person from and

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<PAGE>

against any loss or liability by reason of such settlement. Notwithstanding the
immediately preceding sentence, if in any case where the fees and expenses of
counsel are at the expense of the indemnifying party and an indemnified party
shall have requested the indemnifying party to reimburse the indemnified party
for such fees and expenses of counsel as incurred, such indemnifying party
agrees that it shall be liable for any settlement of any action effected without
its written consent if (i) such settlement is entered into more than ten
business days after the receipt by such indemnifying party of the aforesaid
request and (ii) such indemnifying party shall have failed to reimburse the
indemnified party in accordance with such request for reimbursement prior to the
date of such settlement. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such proceeding.

(c) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the
Registration Statement, any person controlling the Company within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act, each Selling
Stockholder and each person, if any, controlling such Selling Stockholder within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act to the
same extent as the foregoing indemnity from the Sellers to each Underwriter but
only with reference to information relating to such Underwriter furnished in
writing by or on behalf of such Underwriter through you expressly for use in the
Registration Statement, the Prospectus or any preliminary prospectus. In case
any action shall be brought against the Company, any of its directors, any such
officer or any person controlling the Company or any Selling Stockholder or any
person controlling such Selling Stockholder based on the Registration Statement,
the Prospectus or any preliminary prospectus and in respect of which indemnity
may be sought against any Underwriter, the Underwriter shall have the rights and
duties given to the Sellers (except that if any Seller shall have assumed the
defense thereof such Underwriter shall not be required to do so, but may employ
separate counsel therein and participate in the defense thereof but the fees and
expenses of such counsel shall be at the expense of such Underwriter), and the
Company, its directors, any such officers and any person controlling the Company
and the Selling Stockholders and any person controlling such Selling
Stockholders shall have the rights and duties given to the Underwriter, by
Section 8(b) hereof.

(d) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party in respect of any losses, claims, damages,
liabilities or judgments referred to therein, then each indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such losses, claims,

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damages, liabilities and judgments (i) in such proportion as is appropriate to
reflect the relative benefits received by the Sellers on the one hand and the
Underwriters on the other hand from the offering of the Shares or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Sellers and
the Underwriters in connection with the statements or omissions which resulted
in such losses, claims, damages, liabilities or judgments, as well as any other
relevant equitable considerations. The relative benefits received by the
Sellers and the Underwriters shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting expenses) received by the
Sellers, and the total underwriting discounts and commissions received by the
Underwriters, bear to the total price to the public of the Shares, in each case
as set forth in the table on the cover page of the Prospectus. The relative
fault of the Sellers and the Underwriters shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission to state a material fact relates to information supplied by
the Company, the Selling Stockholders or the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.

The Sellers and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute pursuant to this
Section 8(d) are several in proportion to the respective number of Shares
purchased by each of the Underwriters hereunder and not joint.

(e) Each Seller hereby designates StarTek, Inc., 111 Havana Street,
Denver, CO 80010, a Delaware corporation, as its authorized agent, upon which
process may be served in any

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<PAGE>

action, suit or proceeding which may be instituted in any state or federal court
in the State of New York by any Underwriter or person controlling an Underwriter
asserting a claim for indemnification or contribution under or pursuant to this
Section 8, and each Seller will accept the jurisdiction of such court in such
action, and waives, to the fullest extent permitted by applicable law, any
defense based upon lack of personal jurisdiction or venue. A copy of any such
process shall be sent or given to such Seller, at the address for notices
specified in Section 12 hereof.

9. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several obligations of
the Underwriters to purchase the Firm Shares under this Agreement are subject to
the satisfaction of each of the following conditions:

(a) All the representations and warranties of the Company contained
in this Agreement shall be true and correct on the Closing Date with the
same force and effect as if made on and as of the Closing Date.

(b) The Registration Statement shall have become effective not later
than 5:00 P.M.(and in the case of a Registration Statement filed under
Rule 462(b) of the Act, not later than 10:00 p.m.), New York City time, on
the date of this Agreement or at such later date and time as you may
approve in writing, and at the Closing Date no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been commenced or shall be pending
before or contemplated by the Commission.

(c) (i) Since the date of the latest balance sheet included in the
Registration Statement and the Prospectus, there shall not have been any
material adverse change, or any development involving a prospective
material adverse change, in the condition, financial or otherwise, or in
the earnings, affairs or business prospects, whether or not arising in the
ordinary course of business, of the Company, (ii) since the date of the
latest balance sheet included in the Registration Statement and the
Prospectus there shall not have been any change, or any development
involving a prospective material adverse change, in the capital stock or in
the long-term debt of the Company from that set forth in the Registration
Statement and Prospectus, (iii) the Company and its subsidiaries shall have
no liability or obligation, direct or contingent, which is material to the
Company and its subsidiaries, taken as a whole, other than those reflected
in the Registration Statement and the Prospectus and (iv) on the Closing
Date you shall have received a certificate dated the Closing Date, signed
by A. Emmet Stephenson, Jr. and Michael W. Morgan, in their capacities as
the Chairman of the Board and President of the Company, respectively,
confirming

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<PAGE>

the matters set forth in paragraphs (a), (b), and (c) of this Section 9.

(d) All the representations and warranties of the Selling
Stockholders contained in this Agreement shall be true and correct on the
Closing Date with the same force and effect as if made on and as of the
Closing Date and you shall have received a certificate to such effect,
dated the Closing Date, from each Selling Stockholder.

(e) You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for the Underwriters), dated the Closing
Date, of Otten, Johnson, Robinson, Neff & Ragonetti, P.C. ("Otten,
Johnson") counsel for the Company and the Selling Stockholders, to the
effect that:

(i) the Company and each of its subsidiaries has been duly
incorporated, is validly existing as a corporation in good standing
under the laws of its jurisdiction of incorporation with the corporate
power to own, lease and operate its properties and assets and to carry
on its businesses as described in the Registration Statement;

(ii) the Company and each of its subsidiaries is duly
qualified and is in good standing as a foreign corporation authorized
to do business in each jurisdiction in which the nature of its
business or its ownership or leasing of property requires such
qualification, except where the failure to be so qualified would not
have a material adverse effect on the Company and its subsidiaries,
taken as a whole;

(iii) the outstanding shares of capital stock of each
subsidiary have been duly authorized by all necessary corporate action
on the part of such subsidiary and are validly issued, fully paid and
non-assessable, and are owned of record by the Company;

(iv) the outstanding shares of capital stock of the Company
(including the Shares to be sold by the Selling Stockholders) have
been duly authorized by all necessary corporate action on the part of
the Company and are validly issued, fully paid and non-assessable;

(v) the Shares to be issued and sold by the Company
hereunder have been duly authorized by all necessary corporate action
on the part of the Company, and, upon payment for and delivery of such
Shares by the Company in

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<PAGE>

accordance with this Agreement and the counter-signing of the
certificate or certificates representing such Shares by a duly
authorized signatory of the Registrar for the Company's Common Stock,
such Shares will be validly issued, fully paid and non-assessable.
Holders of the capital stock of the Company are not entitled to any
preemptive rights to subscribe for any additional shares of the
Company's Common Stock under the Company's Restated Certificate of
Incorporation or Restated Bylaws, any Delaware or Colorado statute or
regulation or any agreement filed as an exhibit to the Registration
Statement;

(vi) this Agreement has been duly authorized, executed and
delivered by the Company and each of the Selling Stockholders;

(vii) the authorized capital stock of the Company,
including the Common Stock, conforms as to legal matters to the
description thereof contained in the Prospectus;

(viii) the Registration Statement has become effective
under the Act, and to the knowledge of such counsel, no stop order
suspending its effectiveness has been issued and no proceedings for
that purpose are pending before or contemplated by the Commission;

(ix) the statements under the captions "Risk Factors -
Reliance on Principal Client Relationships," "Risk Factors - Risks
Associated with the Company's Contracts," "Risk Factors - Control by
Principal Stockholders," "Risk Factors - Anti-Takeover Provisions,"
"Risk Factors - Substantial Number of Shares Eligible for Future
Sale," "Offering Related Transactions," "Business -- Legal
Proceedings," "Management," "Certain Relationships and Related Party
Transactions," "Principal and Selling Stockholders," "Shares Eligible
for Future Sale," "Description of Capital Stock" and "Underwriting" in
the Prospectus and Items 14 and 15 of Part II of the Registration
Statement insofar as such statements constitute a summary of legal
matters, documents or proceedings referred to therein, fairly present
the information called for with respect to such legal matters,
documents and proceedings;

(x) neither the Company nor any of its subsidiaries is in
violation of its respective charter or by-laws;

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<PAGE>

(xi) the execution, delivery and performance of this
Agreement by the Company and each Selling Stockholder, and the
consummation of the transactions contemplated hereby will not require
any consent, approval, authorization or other order of any court,
regulatory body, administrative agency or other governmental body
(except as such may be required under the Act or other securities or
Blue Sky laws) and will not conflict with or constitute a breach of
any of the terms or provisions of, or a default under, the charter or
by-laws of the Company or any of its subsidiaries or the
organizational documents of any Selling Stockholder that is not an
individual or, to such counsel's knowledge, any agreement, indenture
or other instrument to which the Company or any of its subsidiaries is
a party or by which the Company or any of its subsidiaries or their
respective properties are bound, which is material to the business of
the Company and its subsidiaries, taken as a whole, or violate or
conflict with any laws, administrative regulations or, to such
counsel's knowledge, rulings or court decrees applicable to the
Company or any of its subsidiaries or their respective properties,
which violation or conflict would have a material adverse effect on
the business, prospects, financial condition or results of operation
of the Company and its subsidiaries, taken as a whole;

(xii) such counsel does not know of any legal or
governmental proceeding pending or threatened to which the Company or
any of its subsidiaries is a party or to which any of their respective
property is subject which is required to be described in the
Registration Statement or the Prospectus and is not so described, or
of any contract or other document which is required to be described in
the Registration Statement or the Prospectus or is required to be
filed as an exhibit to the Registration Statement which is not
described or filed as required;

(xiii) the Company is not an "investment company" or a
company "controlled" by an "investment company" within the meaning of
the Investment Company Act of 1940, as amended;

(xiv) to such counsel's knowledge, no holder of any
security of the Company has any right to require registration of
shares of Common Stock or any other security of the Company;

(xv) the Registration Statement (including any Registration
Statement filed under

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<PAGE>

462(b) of the Act, if any) and the Prospectus and any supplement or
amendment thereto (except for financial statements and schedules and
other financial and statistical data included therein as to which such
counsel need not express any opinion) comply as to form in all
material respects with the Act;

(xvi) such counsel believes that (except for financial
statements and schedules and other financial and statistical data
included therein as to which such counsel need not express any
opinion) the Registration Statement and the prospectus included
therein at the time the Registration Statement became effective did
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and that the Prospectus, as amended
or supplemented, if applicable (except for financial statements and
schedules and other financial and statistical data included therein as
to which such counsel need not express any opinion) does not contain
any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;

(xvii) the Custody Agreement has been duly authorized,
executed and delivered by each Selling Stockholder and is a valid and
binding agreement of such Selling Stockholder enforceable in
accordance with its terms;

(xviii) each Selling Stockholder has full legal right,
power and authority, and any approval required by law (other than any
approval imposed by the applicable state securities and Blue Sky laws)
to sell, assign, transfer and deliver the Shares to be sold by such
Selling Stockholder in the manner provided in this Agreement and the
Custody Agreement;

(xix) each of the Selling Stockholders is the registered
owner of the Shares to be sold by such Selling Stockholder and,
assuming the Underwriters purchase such Shares for value, in good
faith and without notice of any adverse claim, upon delivery of the
Shares to be sold by each Selling Stockholder pursuant to this
Agreement, the Underwriters will acquire all of the rights of such
Selling Stockholder in such Shares free and clear of any security
interests, claims, liens, equities and other encumbrances; and

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<PAGE>

(xx) the power of attorney signed by each Selling
Stockholder with regard to the transactions contemplated hereby and by
the Registration Statement has been duly authorized, executed and
delivered by or on behalf of each Selling Stockholder and is a valid
and binding instrument of such Selling Stockholder enforceable in
accordance with its terms.

In giving such opinion with respect to the matters covered by clause
(xvi) such counsel may state that their opinion and belief are based upon
their participation in the preparation of the Registration Statement and
Prospectus and any amendments or supplements thereto and review and
discussion of the contents thereof, and relying as to materiality on the
opinions of officers and other representatives of the Company, but are
without independent check or verification of the accuracy, completeness, or
the fairness of the statements contained therein, and the limitations
inherent in the examination made by such counsel and the knowledge
available to such counsel are such that such counsel is unable to assume
and does not assume, any responsibility for such accuracy, completeness or
fairness, except as otherwise specifically stated in clause (ix) above.

The opinion of Otten, Johnson described in paragraph (e) above shall
be rendered to you at the request of the Company or one or more of the
Selling Stockholders, as the case may be, and shall so state therein.

(f) You shall have received on the Closing Date an opinion, dated the
Closing Date, of Milbank, Tweed, Hadley & McCloy, counsel for the
Underwriters, as to the matters referred to in clauses (v), (vi) (but only
with respect to the Company), (viii), (ix) (but only with respect to the
statements under the captions "Description of Capital Stock" and
"Underwriting") and (xv) and (xvi) of the foregoing paragraph (e). In
giving such opinion with respect to the matters covered by clause (xvi)
such counsel may state that their opinion and belief are based upon their
participation in the preparation of the Registration Statement and
Prospectus and any amendments or supplements thereto and review and
discussion of the contents thereof, but are without independent check or
verification except as specified.

(g) You shall have received a letter on and as of the Closing Date,
in form and substance satisfactory to you, from Ernst & Young LLP,
independent public accountants, with respect to the financial statements
and certain financial information contained in the Registration Statement
and the Prospectus and substantially in the form and substance of the
letter

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<PAGE>

delivered to you by Ernst & Young LLP on the date of this Agreement.

(h) The Company and the Selling Stockholders shall not have failed at
or prior to the Closing Date to perform or comply with any of the
agreements herein contained and required to be performed or complied with
by the Company at or prior to the Closing Date.

(i) You shall have received on the Closing Date, a certificate of
each Selling Stockholder who is not a U.S. Person to the effect that such
Selling Stockholder is not a U.S. Person (as defined under applicable U.S.
federal tax legislation), which certificate may be in the form of a
properly completed and executed United States Treasury Department Form W-8
(or other applicable form or statement specified by Treasury Department
regulations in lieu thereof).

The several obligations of the Underwriters to purchase any Additional
Shares hereunder are subject to the delivery to you on the applicable
Option Closing Date of such documents as you may reasonably request with
respect to the good standing of the Company, the due authorization and
issuance of such Additional Shares and other matters related to the
issuance of such Additional Shares.

10. EFFECTIVE DATE OF AGREEMENT AND TERMINATION. This Agreement shall
become effective upon the later of (i) execution of this Agreement and (ii) when
notification of the effectiveness of the Registration Statement has been
released by the Commission.

This Agreement may be terminated at any time prior to the Closing Date
by you by written notice to the Sellers if any of the following has occurred:
(i) since the respective dates as of which information is given in the
Registration Statement and the Prospectus, any material adverse change or
development involving a prospective material adverse change in the condition,
financial or otherwise, of the Company and subsidiaries, taken as a whole, or
the earnings, affairs, or business prospects of the Company and its
subsidiaries, taken as a whole, whether or not arising in the ordinary course of
business, which would, in your judgment, make it impracticable to market the
Shares on the terms and in the manner contemplated in the Prospectus, (ii) any
outbreak or escalation of hostilities or other national or international
calamity or crisis or change in economic conditions or in the financial markets
of the United States or elsewhere that, in your judgment, is material and
adverse and would, in your judgment, make it impracticable to market the Shares
on the terms and in the manner contemplated in the Prospectus, (iii) the
suspension or material limitation of trading in securities on the NYSE, the
American Stock Exchange or the NASDAQ National Market or limitation on prices
for securities on any such exchange or National Market, (iv) the enactment,
publication, decree or other promulgation of any federal or state

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<PAGE>

statute, regulation, rule or order of any court or other governmental authority
which in your opinion materially and adversely affects, or will materially and
adversely affect, the business or operations of the Company or any Subsidiary,
(v) the declaration of a banking moratorium by either federal or New York State
authorities or (vi) the taking of any action by any federal, state or local
government or agency in respect of its monetary or fiscal affairs which in your
opinion has a material adverse effect on the financial markets in the United
States.

If on the Closing Date or on an Option Closing Date, as the case may
be, any one or more of the Underwriters shall fail or refuse to purchase the
Firm Shares or Additional Shares, as the case may be, which it or they have
agreed to purchase hereunder on such date and the aggregate number of Firm
Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters, as the case may be, agreed but failed or refused to
purchase is not more than one-tenth of the total number of Shares to be
purchased on such date by all Underwriters, each non-defaulting Underwriter
shall be obligated severally, in the proportion which the number of Firm Shares
set forth opposite its name in Schedule I bears to the total number of Firm
Shares which all the non-defaulting Underwriters, as the case may be, have
agreed to purchase, or in such other proportion as you may specify, to purchase
the Firm Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters, as the case may be, agreed but failed or refused to
purchase on such date; PROVIDED that in no event shall the number of Firm Shares
or Additional Shares, as the case may be, which any Underwriter has agreed to
purchase pursuant to Section 2 hereof be increased pursuant to this Section 10
by an amount in excess of one-ninth of such number of Firm Shares or Additional
Shares, as the case may be, without the written consent of such Underwriter. If
on the Closing Date or on an Option Closing Date, as the case may be, any
Underwriter or Underwriters shall fail or refuse to purchase Firm Shares, or
Additional Shares, as the case may be, and the aggregate number of Firm Shares
or Additional Shares, as the case may be, with respect to which such default
occurs is more than one-tenth of the aggregate number of Shares to be purchased
on such date by all Underwriters and arrangements satisfactory to you and the
applicable Sellers for purchase of such Shares are not made within 48 hours
after such default, this Agreement will terminate without liability on the part
of any non-defaulting Underwriter and the applicable Sellers. In any such case
which does not result in termination of this Agreement, either you or the
Sellers shall have the right to postpone the Closing Date or the applicable
Option Closing Date, as the case may be, but in no event for longer than seven
days, in order that the required changes, if any, in the Registration Statement
and the Prospectus or any other documents or arrangements may be effected. Any
action taken under this paragraph shall not relieve any defaulting Underwriter
from liability in respect of any default of any such Underwriter under this
Agreement.

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<PAGE>

11. AGREEMENTS OF THE SELLING STOCKHOLDERS. Each Selling Stockholder
severally agrees with you and the Company:

(a) To pay or to cause to be paid all transfer taxes with respect to
the Shares to be sold by such Selling Stockholder; and

(b) To take all reasonable actions in cooperation with the Company
and the Underwriters to cause the Registration Statement to become
effective at the earliest possible time, to do and perform all things to be
done and performed under this Agreement prior to the Closing Date and to
satisfy all conditions precedent to the delivery of the Shares pursuant to
this Agreement.

12. MISCELLANEOUS. Notices given pursuant to any provision of this
Agreement shall be addressed as follows: (a) if to the Company, to StarTek,
Inc., 111 Havana Street, Denver, CO 80010, (b) if to the Selling Stockholders,
to A. Emmet Stephenson, Jr., as Attorney-in-Fact c/o StarTek, Inc., 111 Havana
Street, Denver, CO 80010 and (c) if to any Underwriter or to you, to you c/o
Donaldson, Lufkin & Jenrette Securities Corporation, 277 Park Avenue, New York,
New York 10172, Attention: Syndicate Department, or in any case to such other
address as the person to be notified may have requested in writing.

The respective indemnities, contribution agreements, representations,
warranties and other statements of the Selling Stockholders, the Company, its
officers and directors and of the several Underwriters set forth in or made
pursuant to this Agreement shall remain operative and in full force and effect,
and will survive delivery of and payment for the Shares, regardless of (i) any
investigation, or statement as to the results thereof, made by or on behalf of
any Underwriter or by or on behalf of the Sellers, the officers or directors of
the Company or any controlling person of the Sellers, (ii) acceptance of the
Shares and payment for them hereunder and (iii) termination of this Agreement.

If this Agreement shall be terminated by the Underwriters because of
any failure or refusal on the part of the Sellers to comply with the terms or to
fulfill any of the conditions of this Agreement, the Sellers agree to reimburse
the several Underwriters for all out-of-pocket expenses (including the fees and
disbursements of counsel) reasonably incurred by them.

Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Sellers, the
Underwriters, any controlling persons referred to herein and their respective
successors and assigns, all as and to the extent provided in this Agreement, and
no other person shall acquire or have any right under or by virtue of this
Agreement. The term "successors and assigns" shall not include a purchaser of
any of the Shares from any of the several Underwriters merely because of such
purchase.

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<PAGE>

This Agreement shall be governed and construed in accordance with the
laws of the State of New York.

This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument.

[Remainder of Page Intentionally Blank]

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<PAGE>

Please confirm that the foregoing correctly sets forth the agreement
between the Company, the Selling Stockholders and the several Underwriters.

Very truly yours,

STARTEK, INC.

By____________________________
Title:

THE SELLING STOCKHOLDERS NAMED
IN SCHEDULE II HERETO

By____________________________
Attorney-in-fact

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MORGAN STANLEY & CO. INCORPORATED

Acting severally on behalf of
themselves and the several
Underwriters named in
Schedule I hereto

By DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By__________________________

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<PAGE>

SCHEDULE I

Number of Firm Shares
Underwriters to be Purchased
------------ --------------------
Donaldson, Lufkin & Jenrette
Securities Corporation........................
Morgan Stanley & Co. Incorporated...............

------------------------
Total 3,666,667
----------
----------

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<PAGE>

SCHEDULE II

SELLING STOCKHOLDERS

Name Number of Firm Number of Additional
---- Shares Being Sold Shares Being Sold
----------------- --------------------

A. Emmet Stephenson, Jr. 195,461 161,255

Michael W. Morgan 133,333 110,000

Toni E. Stephenson 195,461 161,255

FASSET Trust 71,206 58,745

MASSET Trust 71,206 58,745

Total: 666,667 550,000
------- -------
------- -------

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<PAGE>

ANNEX I

REQUIRED STOCKHOLDER LOCK-UPS

A. Emmet Stephenson, Jr.

Michael W. Morgan

E. Preston Sumner, Jr.

Dennis M. Swenson

Toni E. Stephenson

FASSET Trust

MASSET Trust

Pamela S. Oliver, as Trustee

Thomas O. Ryder

Ed Zschau

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<PAGE>

EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and
"Selected Combined Financial Data" and to the use of our report dated
February 18, 1997, in Amendment No. 2 to the Registration Statement (Form S-1
No. 333-20633) and related Prospectus of StarTek, Inc. for the registration of
4,216,667 shares of its common stock.

ERNST & YOUNG LLP

Denver, Colorado
March 10, 1997