Facility Lease Agreement

EXHIBIT 10.51

Indenture of Lease

LESSEE’S COVENANTS

MUTUAL COVENANTS

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     IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease to be signed the day and year first above written.

Before me, a Notary Public in and for said County and State, personally appeared Jay D. Stein, CCOO of Lynchburg Realty LLC, an Indiana Limited Liability Company, who acknowledged the execution of the foregoing Indenture of Lease for and on behalf of said company.

WITNESS my hand and Notarial Seal, this 25th day of March, 2004.

(INDIVIDUAL ACKNOWLEDGEMENT)

Before me, a Notary Public in and for said County and State, personally appeared Gene McKenzie, who acknowledged the execution of the foregoing Indenture of Lease and affixed his/her signature to the said Lease, as his/her free and voluntary act and deed.

WITNESS my hand and Notarial Seal, this 24th day of March, 2004.

(CORPORATE ACKNOWLEDGEMENT)

Before me, a Notary Public in and for said County and State personally appeared Gene McKenzie, of Startek USA, Inc. who acknowledged the execution of the foregoing Indenture of Lease to be his/her free and voluntary corporate act and deed in his/her capacity as such officer, being duly authorized to execute said Lease by the Board of Directors of said corporation.

WITNESS my hand and Notarial Seal, this 24th day of March, 2004.

RIDER

OPTION TO EXTEND

Exhibit “A”

Exhibit “B”

Legal Description

PARCEL A:

ALL that certain tract or parcel of land, lying, being and situated in the City of Lynchburg, Virginia, containing 25.577 acres, more or less, and more particularly shown as Parcel A, on a plat of survey (the “Plat”) prepared by Hurt & Proffitt, Inc., Engineers and Surveyors, dated January 16, 1986, revised May 27, 1987, and entitled “Plat Showing Parcel “A” and Parcel “B” of the Subdivision of The Plaza, Lynchburg, Virginia,” and with reference to the Plat, the aforesaid property is more particularly described as follows:

BEGINNING at a point at the northwest corner of the intersection of Wadsworth and Judith Streets; thence extending in a southwardly direction along the western line of Judith Street S. 18 degrees 26’ 00” W. 5.00’ to a point; thence continuing along Judith Street S. 19 degrees 49’ 20” W. 153.77’ to a point; thence leaving Judith Street and extending in a westwardly direction N. 70 degrees 10’ 40” W. 215.0’ to a point; thence extending in a southwardly direction S. 19 degrees 49’ 20” W. 120.0’ to point on the northern line of Wilton Avenue; thence extending in a westwardly direction along the northern line of Wilton Avenue N. 70 degrees 10’ 40” W. 97.88’ to a point; thence leaving Wilton Avenue S. 65 degrees 30’ 50” W. 331.45’ to a point; thence N. 43 degrees 32’ 00” W. 454.15’ to a point; thence N. 43 degrees 32’ 00” W. 140.85’ to an iron rod; thence extending in a northwardly direction N. 48 degrees 03’ 00” E. 500.00’ to an iron rod; thence N. 21 degrees 20’ 15” E. 545.05’ to a point on the southern line of Lakeside Drive; thence extending in an eastwardly direction S. 57 degrees 06’ 45” E. 85.59’ to a point; thence S. 57 degrees 08’ 20” E. 580.31’ to a point; thence S. 57 degrees 18’ 20” E. 173.17’ to a hole in the walk; thence S. 79 degrees 46’ 50” E. 129.33’ to a point; thence S. 57 degrees 21’ 00” E. 151.98’ to a point with the corner of the City of Lynchburg Library property; thence leaving Lakeside Drive and extending in a southwardly direction along the line of the City of Lynchburg Library property; thence leaving Lakeside Drive and extending in a southwardly direction along the line of the City of Lynchburg Library property S. 32 degrees 40’ 00” W. 37.85’ to a hole in the concrete; thence S. 57 degrees 21’ 00” E. 2.10’ to a point; thence S. 32 degrees 40’ 00” W. 121.53’ to a hole in the concrete gutter; thence extending in an eastwardly direction and continuing along the City of Lynchburg Library property S. 57 degrees 21’ 00” E. 315.13’ to an iron pin set; thence leaving the line of the City of Lynchburg Library property and extending in a southwardly direction along the western line of Memorial Avenue S. 20 degrees 01’ 00” W. 233.60’ to a point; thence continuing along a curve to the right having a radius of 15.00’ and an arc distance of 21.60’ to a point on the northern line of Wadsworth Street; thence extending in a westwardly direction along the northern line of Wadsworth Street N. 77 degrees 27’ 00” W. 526.63’ to a point; which point is the point and place of beginning.

PARCEL B:

All that certain tract or parcel of land, lying, being and situated in the City of Lynchburg, Virginia, containing 16.959 acres, more or less, and more particularly shown as Parcel B, on a plat of survey (the “Plat”) prepared by Hurt & Proffitt, Inc., Engineers and Surveyors, dated January 16, 1986, revised May 27, 1987, and entitled “Plat Showing Parcel “A” and Parcel “B” of the Subdivision of The Plaza, Lynchburg, Virginia,” and with reference to the Plat, the aforesaid property is more particularly described as follows:

BEGINNING at a point on the northern line of Alleghany Avenue and the southwest corner Lot 9, Block 11, Section 1, of the West Lynchburg Subdivision and extending in a westwardly direction along the northern line of Alleghany Avenue N. 43 degrees 32’ 00” W. 900.00’ to an iron pin set; thence leaving Alleghany Avenue and extending in a northwardly direction N. 46 degrees 28’ 00” E. 125.00’ to a brass disk set; thence extending in a westwardly direction N. 43 degrees 32’ 00” W. 34.68’ to an iron pin set; thence extending in a northwardly direction N. 47 degrees 23’ 00” E. 55.15’ to a nail in concrete gutter; thence continuing along a curve to the right having a radius of 375.96’ and an arc distance of 133.09’ to an iron pin set; thence N. 67 degrees 40’ 00” E. 130.17’ to an iron pin set; thence extending in a westwardly direction N. 21 degrees 35’ 45” W. 80.00’ to an iron pin set on the southern line of Lakeside Drive; thence extending in an eastwardly direction N. 68 degrees 24’ 15” E. 391.35’ to an iron pin found; thence continuing along a curve to the right having a radius of 440.34’ and an arc distance of 418.73’ to a point; thence S. 57 degrees 06’ 45” E. 129.40’ to a point; thence extending in a southwardly direction S. 21 degrees 20’ 15” W. 545.05’ to an iron rod; thence S. 48 degrees 03’ 00” W. 500.00’ to an iron pin; thence extending in a southwardly direction S. 46 degrees 28’ 00” W. 125.0’ to the point of beginning.

PARCEL C:

The right to lay, construct, repair, replace, maintain and perpetually operate a 42 inch storm sewer main through, under and across the property now or formerly owned by the estate of A. W. Mosby, estate, showing drainage easement”, made by Adrian Overstreet, S.C.S., dated January 19, 1960, attached to and recorded as part of the deed recorded in the Clerk’s Office, Circuit Court, City of Lynchburg, Virginia, in Deed Book 340, page 312, the said easement being more particularly described with reference to said plat, as follows, to-wit:

Beginning at a point in the southwesterly line of Alleghany Avenue which is S. 41 degrees 30’ E. 385’ along the said line of said Avenue from its intersection with the southeasterly line of Lakeside Drive; thence leaving the said line of said Avenue S. 69 degrees 30’ W. a distance of 67 feet.

The above grant of easement includes and is together with a perpetual right of ingress and egress over a 20-foot wide strip of land, extending 10 feet on each side of the above described easement, for the purpose of laying, constructing, maintaining, replacing, repairing and perpetually operating and using said sewer main, in the manner and subject to all of the conditions, terms and provisions of the deed recorded in the aforesaid Clerk’s Office in Deed Book 340, page 312.

AND BEING the same property conveyed to MBL Life Assurance Corporation, a New Jersey corporation, by deed from The Mutual Benefit Life Insurance Company, et als, dated April 19, 1994, and recorded in Deed Book 892, at Page 574 in the Clerk’s Office of the Circuit Court of the City of Lynchburg, Virginia.

Exhibit “C”
ACCEPTANCE OF PREMISES

Lynchburg Realty LLC
2220 North Meridian Street
Indianapolis, IN 46208

Gentlemen:

The undersigned hereby acknowledges that:

1. It is the Lessee, under a certain lease dated the _______ day of ______________, 200____, by and between ____________________________________ and ____________________________________, of the Leased Premises described in the Lease;

2. It has accepted the Leased Premises and will commence or has commenced the payment of the minimum or fixed rent under such Lease;

3. The Lease term will commence on the __________ day of _______________, 200___, and will continue for a period of ________________ (_____) years, ending on ____________, 20___.

4. The Lease, which sets forth the entire agreement, is in full force and effect in accordance with its terms and conditions and has not in any way been amended or modified unless set forth below;

5. The Leased Premises has not been assigned or sublet unless set forth below;

6. Lessor has completed all construction required by the terms of such Lease with respect to both the Demised Premises and the entire Shopping Center;

7. No offsets or credits against rentals exist at this time, nor have rentals been prepaid except as expressly provided by the Lease;

8. No default by either party or ground for cancellation exists; and

9. It agrees to give such mortgagees of the Shopping Center, as provided in writing from time to time by Lessor, a copy of any request for performance by Lessor or notice of default by Lessor; and, in the event Lessor fails to cure any default, will give such mortgagee a reasonable time to cure such default, beginning with the last day by which Lessor could have cured default, before Lessee exercises any remedy by reason of such default.

DATED THIS __________ DAY OF ______________, 20___

Amendments or Modifications: ____________________________

Assignments or Sublets: _________________________________

Exhibit “D”
Estoppel Certificate

LOAN NO. _______________

ESTOPPEL CERTIFICATE

This Estoppel Certificate is given to GMAC Commerical Mortgage Corporation (GMACCM) (“Lender”), Star Tek USA, Inc., (“Tenant”), with the understanding that Lender and its counsel will rely on this Estoppel Certificate in connection with the mortgage loan (the “Loan”) on the [Shopping Center/Office Building/Warehouse/Industrial Park/Hotel] commonly known as The Plaza, located at 801 Lakeside Drive, Suite 33, Lynchburg, VA 24501, (the “Property”).

The undersigned Tenant does hereby represent, warrant and certify to Lender as of ____________, 2004, as follows:

     1. The undersigned is the Tenant under that certain lease, dated March ______, 2004 (the “Lease”), executed by Lynchburg Realty LLC (“Landlord”) or its predecessor in interest, as landlord and Tenant or its predecessor in interest, as tenant. A true, correct and complete copy of the Lease, together with any amendments, modifications and supplements thereto, is attached hereto. The Lease is the entire agreement between Landlord (or any affiliated party) and Tenant (or any affiliated party) pertaining to the leased premises.

     2. Tenant’s Lease terms: approximate leaseable square feet is 38,615 (the “Premises”); the commencement date of the term of the Lease is _____________, 2004; the expiration date of the term of the Lease is ____________, 2011; the fixed annual minimum rent is $154,460.00, payable monthly in advance on the first day of each calendar month; the next rent payment of $12,871.67 is due on ______________, 2004; no rent has been prepaid except for the current month; Tenant agrees not to pay rent more than one (1) month in advance; rent payments began on _______________, 2004; the fixed annual minimum rent is not subject to rental increases as set forth in the Lease. Tenant’s percentage share of operating expenses/common area charges, insurance and real estate taxes is 8.5%, which is currently being paid on an estimated basis in advance at the rate of $3,056.00 per month. Tenant is obligated to pay $50.00 per month for utilities and maintenance of the Pylon sign.

     3. Tenant does not have any right or option to: renew or extend the term of the Lease, or to expand into any additional space, or to terminate the Lease in whole or in part prior to the expiration of the term, or to purchase all or any part of the Property or the Premises, except for two (2) three (3) year terms whereas Lessee must give written notice to Lessor not later than one hundred eighty (180) days prior to other expiration of the initial term thereof and the Lessee must not be in default under the term of the Lease. During the option period, the annual minimum rental shall be as follows: years 8-10 $5.00 PSF, $193,075.00 per year; $16,089.58 per month and years 11-13 $6.00 PSF, $231,690.00 per year; $19,307.50 per month.

     4. The Lease has been duly executed and delivered by, and is a binding obligation of, Tenant, and the Lease is in full force and effect.

     5. Tenant has unconditionally accepted the Premises and is satisfied with all the work done by and required of Landlord; Tenant has taken possession and is in occupancy of the Premises and is open for business; rent payments have commenced, and all tenant improvements in the Premises have been completed by Landlord; and as of the date hereof Tenant is not aware of any defect in the Premises.

     6. All obligations of Landlord under the Lease have been performed, Landlord is not in default under the Lease and there exists no condition, state of facts or event that, with the passing of time or the giving of notice, or both, would constitute a default by Landlord in the performance of its obligations under the Lease. There are no offsets or defenses that Tenant has against the full enforcement of the Lease by Landlord. No free periods of rent, tenant improvements, contributions or other concessions have been granted to Tenant; Landlord is not reimbursing Tenant or paying Tenant’s rent obligations under any other lease; and Tenant has not advanced any funds for or on behalf of Landlord for which Tenant has a right of deduction from, or set off against, future rent payments.

     7. Tenant is not in default under the Lease and there exists no condition, state of facts or event that, with the passing of time or the giving of notice, or both, would constitute a default by Tenant in the performance of its obligations under the Lease. Tenant has not assigned, transferred or hypothecated the Lease or any interest therein or subleased all or any portion of the Premises. Tenant is not insolvent and is able to pay its debts as they mature. Tenant has not declared bankruptcy or similar insolvency proceeding, and has no present intentions of doing so, no such proceeding has been commenced against Tenant seeking such relief, and Tenant has no knowledge that any such proceeding is threatened.

     8. Tenant hereby acknowledges and agrees that Tenant’s rights under the Lease shall be subject and subordinate to Lender’s rights under any mortgage, deed of trust or similar agreement given by Landlord in connection with the Loan. Tenant shall attorn to and accept performance by Lender of any covenant, agreement or obligation of Landlord contained in the Lease with the

same force and effect as if performed by Landlord. In no event, however, shall Lender be obligated to perform any such covenant, agreement, or obligation of Landlord under the Lease.

     9. This Estoppel Certificate shall be effective as of the date written above. The term “Lender” as used herein includes any successor or assign of the named Lender and the term “Landlord” as used herein includes any successor or assign of the named Landlord. The undersigned represents that they and the individuals signing below have the right, power and authority to execute this Estoppel Certificate, and execution hereof is the binding act of Tenant enforceable against Tenant, its heirs, representatives, successors and assigns.

Exhibit “E”

Subordination, Non-Disturbance and Attornment Agreement

LOAN NO. ___________

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

This Subordination, Non-Disturbance and Attornment Agreement (the “Agreement”) is dated as of the ________________ day of March,                     2004, between GMAC Commerical Mortgage Corporation (GMACCM, (“Lender”), Star Tek USA, Inc., (“Tenant”).

RECITALS

     A. Tenant is the tenant under a certain lease (the “Lease”) dated _____________, 2004, with Lynchburg Realty LLC, an Indiana limited liability company (“Landlord”) or its predecessor in interest, of premises described in the Lease (the “Premises”) located in a certain [shopping center/office building/warehouse/industrial park/hotel] known as The Plaza located at 801 Lakeside Drive, Suite 33, Lynchburg, VA 24501 and more particularly described in Exhibit A attached hereto and made a part hereof (such [shopping center/office building/ warehouse/ industrial park/hotel], including the Premises, is hereinafter referred to as the “Property”).

     B. This Agreement is being entered into in connection with a mortgage loan (the “Loan”) being made by Lender to Landlord, to be secured by, among other things: (a) a first mortgage, deed of trust or deed to secure debt on and of the Property (the “Mortgage”) to be recorded with the registry or clerk of the county in which the Property is located; and (b) a first assignment of leases and rents on the Property (the “Assignment of Leases and Rents”) to be recorded. The Mortgage and the Assignment of Leases and Rents are hereinafter collectively referred to as the “Security Documents”.

     C. Tenant acknowledges that Lender will rely on this Agreement in making the Loan to Landlord.

AGREEMENT

     For mutual consideration, including the mutual covenants and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Tenant agrees that the Lease is and shall be subject and subordinate to the Security Documents and to all present or future advances under the obligations secured thereby and all renewals, amendments, modifications, consolidations, replacements and extensions of the secured obligations and the Security Documents, to the full extent of all amounts secured by the Security Documents from time to time. Said subordination is to have the same force and effect as if the Security Documents and such renewals, modifications, consolidations, replacements and extensions thereof had been executed, acknowledged, delivered and recorded prior to the Lease, any amendments or modifications thereof and any notice thereof.

     2. Lender agrees that, if the Lender exercises any of its rights under the Security Documents, including an entry by Lender pursuant to the Mortgage or a foreclosure of the Mortgage, Lender shall not disturb Tenant’s right of quiet possession of the Premises under the terms of the Lease so long as Tenant is not in default beyond any applicable grace period of any term, covenant or condition of the Lease.

     3. Tenant agrees that, in the event of a foreclosure of the Mortgage by Lender or the acceptance of a deed in lieu of foreclosure by Lender or any other succession of Lender to fee ownership, Tenant will attorn to and recognize Lender as its landlord under the Lease for the remainder of the term of the Lease (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in the Lease, and Tenant hereby agrees to pay and perform all of the obligations of Tenant pursuant to the Lease.

     4. Tenant agrees that, in the event Lender succeeds to the interest of Landlord under the Lease, Lender shall not be:

     (a.) liable for any act or omission of any prior Landlord (including, without limitation, the then defaulting Landlord), or

     (b) subject to any defense or offsets which Tenant may have against any prior Landlord (including, without limitation, the then defaulting Landlord), or

     (c) bound by any payment of rent or additional rent which Tenant might have paid for more than one month in advance of the due date under the Lease to any prior Landlord (including, without limitation, the then defaulting Landlord), or

     (d) bound by any obligation to make any payment to Tenant which was required to be made prior to the time Lender succeeded to any prior Landlord’s interest, or

     (e) accountable for any monies deposited with any prior Landlord (including security deposits), except to the extent such monies are actually received by Lender, or

     (f) bound by any surrender, termination, amendment or modification of the Lease made without the consent of Lender.

     5. Tenant agrees that, notwithstanding any provision hereof to the contrary, the terms of the Mortgage shall continue to govern with respect to the disposition of any insurance proceeds or eminent domain awards, and any obligations of Landlord to restore the real estate of which the Premises are a part shall, insofar as they apply to Lender, be limited to insurance proceeds or eminent domain awards received by Lender after the deduction of all costs and expenses incurred in obtaining such proceeds or awards.

     6. Tenant hereby agrees to give to Lender copies of all notices of Landlord default(s) under the Lease in the same manner as, and whenever, Tenant shall give any such notice of default to Landlord, and no such notice of default shall be deemed given to Landlord unless and until a copy of such notice shall have been so delivered to Lender. Lender shall have the right to remedy any Landlord default under the Lease, or to cause any default of Landlord under the Lease to be remedied, and for such purpose Tenant hereby grants Lender such additional period of time as may be reasonable to enable Lender to remedy, or cause to be remedied, any such default in addition to the period given to Landlord for remedying, or causing to be remedied, any such default. Tenant shall accept performance by Lender of any term, covenant, condition or agreement to be performed by Landlord under the Lease with the same force and effect as though performed by Landlord. No Landlord default under the Lease shall exist or shall be deemed to exist (i) as long as Lender, in good faith, shall have commenced to cure such default within the above referenced time period and shall be prosecuting the same to completion with reasonable diligence, subject to force majeure, or (ii) if possession of the Premises is required in order to cure such default, or if such default is not susceptible of being cured by Lender, as long as Lender, in good faith, shall have notified Tenant that Lender intends to institute proceedings under the Security Documents, and, thereafter, as long as such proceedings shall have been instituted and shall be prosecuted with reasonable diligence. In the event of the termination of the Lease by reason of any default thereunder by Landlord, upon Lender’s written request, given within thirty (30) days after any

such termination, Tenant, within fifteen (15) days after receipt of such request, shall execute and deliver to Lender or its designee or nominee a new lease of the Premises for the remainder of the term of the Lease upon all of the terms, covenants and conditions of the Lease. Lender shall have the right, without Tenant’s consent, to foreclose the Mortgage or to accept a deed in lieu of foreclosure of the Mortgage or to exercise any other remedies under the Security Documents.

     7. Tenant hereby consents to the Assignment of Leases and Rents from Landlord to Lender in connection with the Loan. Tenant acknowledges that the interest of the Landlord under the Lease is to be assigned to Lender solely as security for the purposes specified in said assignments, and Lender shall have no duty, liability or obligation whatsoever under the Lease or any extension or renewal thereof, either by virtue of said assignments or by any subsequent receipt or collection of rents thereunder, unless Lender shall specifically undertake such liability in writing or unless Lender or its designee or nominee becomes, and then only with respect to periods in which Lender or its designee or nominee becomes, the fee owner of the Premises. Tenant agrees that upon receipt of a written notice from Lender of a default by Landlord under the Loan, Tenant will thereafter, if requested by Lender, pay rent to Lender in accordance with the terms of the Lease.

     8. The Lease shall not be assigned by Tenant, modified, amended or terminated (except a termination that is permitted in the Lease without Landlord’s consent) without Lender’s prior written consent in each instance

     9. Any notice, election, communication, request or other document or demand required or permitted under this Agreement shall be in writing and shall be deemed delivered on the earlier to occur of (a) receipt or (b) the date of delivery, refusal or nondelivery indicated on the return receipt, if deposited in a United States Postal Service Depository, postage prepaid, sent certified or registered mail, return receipt requested, or if sent via a recognized commercial courier service providing for a receipt, addressed to Tenant or Lender, as the case may be, at the following addresses:

     10. The term “Lender” as used herein includes any successor or assign of the named Lender herein, including without limitation, any co-lender at the time of making the Loan, any purchaser at a foreclosure sale and any transferee pursuant to a deed in lieu of foreclosure, and their successors and assigns, and the terms “Tenant” and “Landlord” as used herein include any successor and assign of the named Tenant and Landlord herein, respectively; provided, however, that such reference to Tenant’s or Landlord’s successors and assigns shall not be construed as Lender’s consent to any assignment or other transfer by Tenant or Landlord.

     11. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to be enforceable, or if such modification is not practicable, such provision shall be deemed deleted from this Agreement, and the other provisions of this Agreement shall remain in full force and effect, and shall be liberally construed in favor of Lender.

     12. Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing executed by the party against which enforcement of the termination, amendment, supplement, waiver or modification is sought.

     This Agreement shall be construed in accordance with the laws of the state of which the Property is located.

     The person executing this Agreement on behalf of Tenant is authorized by Tenant to do so and execution hereof is the binding act of Tenant enforceable against Tenant.

     Witness the execution hereof [under seal] as of the date first above written.

     The undersigned Landlord hereby consents to the foregoing Agreement and confirms the facts stated in the foregoing Agreement.

STATE OF ______________   )

COUNTY OF _____________   )

     On _______________________, 2004, personally appeared the above named __________________________________________, a ___________________ of GMAC Commercial Mortgage Corporation (GMACCM), and acknowledged the foregoing to be the free act and deed of said association, before me.

STATE OF ______________   )

COUNTY OF _____________   )

     On _____________________, 2004, personally appeared the above named ___________________________________________, the _______________________, of Star Tek USA, Inc., and acknowledged the foregoing to be the free act and deed of said corporation, before me.

     Before me, Bobbi Beck, a Notary Public in and for said County and State, personally appeared David N. Eskenazi, Managing Member & Chief Operating Officer of Lynchburg Realty, LLC, an Indiana limited liability company, who acknowledged the execution of the foregoing SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT for and on behalf of said Landlord, and who, having been duly sworn, stated that the representations therein contained are true.

     Witness my hand and Notarial Seal this __________ day of _______________ 2004.