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Exhibit 10.6    
    


Agreement Number: «NUM» 


APAC Customer Services, Inc.
  Stock Option Agreement  


        This Agreement is entered into and made effective as of «Option_Date» by and between APAC Customer Services, Inc., an Illinois
corporation (the "Company"), and «First_Name» «Middle_Name» «Last_Name» (the "Optionee"). 


W I T N E S S E T H: 


        WHEREAS, the Compensation Committee of the Board of Directors of the Company desires to encourage and enable the Optionee to acquire or
increase his or her proprietary interest in the Company by granting the Optionee an option to purchase common stock of the Company, par value of $.01 per share ("Shares"), as authorized under the APAC
Customer Services, Inc. Second Amended and Restated 1995 Incentive Stock Plan (the "Plan"); 



        NOW, THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the Company and Optionee hereby agree
as follows: 


        1.    Grant of Option.    Subject to the terms and conditions provided
in this Agreement and the Plan, the Company hereby grants to the Optionee a nonqualified stock option to purchase all or part of «Shares_Granted» Shares of the Company (the
"Option") at a per share purchase price of «Option_Price», effective as of «Option_Date»
(the "Grant Date"). The Option shall not be treated as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986. 


        2.    Time of Exercise.    


        (a)   Except
as provided below in this paragraph, from and after «Vest_Date_Period_1», as long as the Optionee continues to be an employee of the
Company or of one of its subsidiaries, the Option shall become exercisable, to a maximum cumulative extent, in accordance with the following schedule: 



	Exercise Date
	 	Cumulative Number of Shares

	On or after 1st anniversary of Grant Date	 	25% of Shares
	On or after 2nd anniversary of Grant Date	 	50% of Shares
	On or after 3rd anniversary of Grant Date	 	75% of Shares
	On or after 4th anniversary of the Grant Date	 	100% of Shares






Notwithstanding the foregoing, the Option may not be exercised for fractional Shares and the Option may not be exercised for less than 100 Shares at a time, unless it is
for the balance of the Shares available under the Option. 


        The
exercisability of the Option shall not be affected by leaves of absence approved in writing by the President of the Company or by any change of employment, so long as the Optionee
continues to be an employee of the Company or of one of its subsidiaries. 


        (b)   Notwithstanding
paragraph 2(a), the following provisions shall govern: 



        (i)    Disability, Death or Termination Other Than With Cause.    If the Optionee's employment is terminated due to
"Disability" (defined below in paragraph 4), death or by the Company other than "With Cause" (defined below in paragraph 4), the exercisability of the Option shall accelerate and the
Option shall become exercisable, to a maximum cumulative extent, in accordance with the following schedule: 



	Termination Date
	 	Cumulative Number of Shares

	On or after Grant Date, but before 1st anniversary of Grant Date	 	25% of Shares
	On or after 1st anniversary of Grant Date, but before 2nd anniversary of Grant Date	 	50% of Shares
	On or after 2nd anniversary of Grant Date, but before 3rd anniversary of Grant Date	 	75% of Shares
	On or after 3rd anniversary of Grant Date	 	100% of Shares






In
the event that the Optionee's employment is terminated by the Company other than With Cause, any Shares that first become exercisable as a result of this provision shall hereinafter be referred to
as "Restricted Shares." 








 

        (ii)    Change in Control.    If a "Change in Control" (defined below in paragraph 4) occurs while the Optionee
is employed with the Company or one of its subsidiaries, to the extent that the Option is then not exercisable, its exercisability shall accelerate as to fifty percent (50%) of the previously
unexercisable portion, and the Option shall thereafter become additionally exercisable (if at all) to the extent it would have been exercisable without such acceleration. 


        (iii)    Termination After Change in Control.    If the Optionee's employment terminates for "Good Reason" (defined
below in paragraph 4) or by the Company other than With Cause, within twelve (12) months following a Change in Control, the Option shall become exercisable with respect to all Shares
covered by the Option. 




        3.    Term of Option.    Except as provided below, the term of the
Option shall be for a ten (10) year period, beginning on the Grant Date and ending on «Expiration_Date_Period_1» (the "Expiration Date"). 


        (a)    Termination With Cause.    If the Company terminates the Optionee's employment With Cause, the Option shall
expire immediately and all rights to purchase Shares hereunder shall cease. 



        (b)    Disability or Death.    If the Optionee's employment with the Company or one of its subsidiaries terminates due
to the Optionee's Disability or death, the Option shall expire one year after the date of such termination. In such
circumstance, the Option shall only be exercisable to the extent it was exercisable as of such termination date (as determined above under paragraph 2) and shall not be exercisable with respect
to any additional Shares. 


        (c)    Other Termination.    If the Optionee's employment with the Company or one of its subsidiaries terminates for
any reason other than "Retirement" (defined below in paragraph 4), Disability, death, or With Cause, the Option shall expire 90 days after such termination. In such circumstance, the
Option shall only be exercisable to the extent it was exercisable as of such termination date (as determined above under paragraph 2) and shall not be exercisable with respect to any additional
Shares. 


        (d)    Retirement.    If the Optionee's employment with the Company or one of its subsidiaries terminates as a result
of Retirement, the Option shall expire 180 days after such termination. In such circumstance, the Option shall only be exercisable to the extent it was exercisable as of such termination date
(as determined above under paragraph 2) and shall not be exercisable with respect to any additional Shares. 


        Notwithstanding
the foregoing provisions of this paragraph 3, in no event may the Option be exercised later than the Expiration Date. 


        4.    Definitions.    For purposes of this Agreement, the following
definitions shall apply: 


        (a)   A
"Change in Control" shall be deemed to have occurred if (i) a tender offer shall be made and consummated for the ownership of more than 50% of the outstanding
voting securities of the Company, (ii) the Company shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 50% of the outstanding
voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company, as the same shall have existed immediately prior to such merger
or consolidation, (iii) the Company shall sell all or substantially all of its assets to another corporation which is not a wholly-owned subsidiary or affiliate, (iv) as the result of,
or in connection with, any contested election for the Board of Directors, or any tender or exchange offer, merger or business combination or sale of assets, or any combination of the foregoing (a
"Transaction"), the persons who were Directors of the Company before the Transaction shall cease to constitute a majority of the Board of Directors of the Company, or any successor thereto, or
(v) a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) of the Securities and Exchange Act of 1934 ("Exchange Act"), other than any employee benefit plan then
maintained by the Company, shall acquire more than 50% of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record). For purposes hereof, ownership of
voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) pursuant to the Exchange Act. Notwithstanding
the foregoing, (i) a Change in Control will not occur for purposes of this Agreement merely due to the death of Theodore G. Schwartz, or as a result of the acquisition, by
Theodore G. Schwartz, alone or with one or more affiliates or associates, as defined in the Exchange Act, of securities of the Company, as part of a going-private transaction or otherwise,
unless Mr. Schwartz or his affiliates, associates, family members or trusts for the benefit of family members (collectively, the "Schwartz Entities") do not control, directly or indirectly, at
least twenty-seven percent (27%) of the resulting entity, and (ii) if the Schwartz Entities control, directly or indirectly, less than twenty-seven percent (27%) of the Company's voting
securities while it is a 


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public
company, then "331/3%" shall be substituted for "50%" in clauses (i) and (v) of the first sentence of this paragraph, and "662/3%" shall be substituted for
"50%" in clause (ii) of the first sentence of this paragraph. 


        (b)   "Disability"
shall mean disability as determined under the Company's long term disability benefit plan then in effect covering the Optionee. 



        (c)   "Good
Reason" shall mean termination of the Optionee's employment by the Optionee within twelve (12) months following a Change in Control, but only if, after
notice by the Optionee to the Company and a fifteen (15) day opportunity by the Company to cure, (i) the Optionee's principal place of work (not including regular business travel) is
relocated by more than fifty (50) miles, (ii) the Optionee's duties, responsibilities or authority as an executive employee are materially reduced or diminished without the Optionee's
written consent; provided that any reduction or diminishment in any of the foregoing resulting merely from the acquisition of the Company and its existence as a subsidiary or division of another
entity shall not be sufficient to constitute Good Reason, (iii) the compensation received by the Optionee is reduced in the aggregate, and such reduction is not remedied within thirty
(30) days of the Optionee's notice to the Company thereof, (iv) a determination is made by the Optionee in good faith that as a result of the Change in Control, and a change in
circumstances thereafter, significantly affecting his position, he is unable to carry out the authorities, powers, functions or duties attached to his position and the situation is not remedied within
thirty (30) days after receipt of the Company of written notice from the Optionee of such determination, (v) if the Optionee and the Company have entered into a written Employment
Agreement, the Company violates the material terms of the Employment Agreement, or (vi) there is a liquidation, dissolution, consolidation or merger of the Company or transfer of all or a
significant portion of its assets unless a successor or successors (by merger, consolidation or otherwise) to which all or a significant portion of its assets have been transferred shall have assumed
all duties and obligations of the Company under such Employment Agreement, if any. 


        (d)   "Retirement"
shall mean retirement pursuant to any pension or retirement plan of the Company. 


        (e)   Termination
"With Cause" shall mean termination of the Optionee's employment by the Company due to (i) gross misconduct or gross negligence in the performance of
the Optionee's employment duties; (ii) willful disobedience by the Optionee of the lawful directions received from the Company or from the person to whom the Optionee directly reports or of
established policies of the Company; or (iii) commission by the Optionee of a crime involving fraud or moral turpitude that can reasonably be expected to have an adverse effect on the business,
reputation or financial situation of the Company. 


        5.    Method of Exercise.    


        (a)   The
Option may be exercised only by delivering written notice to the Treasurer of the Company. Contemporaneously with such delivery, the Optionee shall tender the full
purchase price of the Shares by any of the following methods or combination thereof: 



        (i)    A
certified or cashier's check payable to the order of the Company; 


        (ii)   Certificates
of Shares of the Company that have been held by the Optionee for at least (6) six months (or such longer period as may be required to avoid a charge
to earnings for financial reporting purposes) that have a fair market value equal to such purchase price or the portion thereof so paid on the date of exercise, or delivery by the Optionee of a
written attestation of the same; and/or 


        (iii)  A
copy of irrevocable instructions to a broker to promptly deliver to the Company the amount of proceeds from a sale of Shares equal to the exercise price. To
facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. Exercise of the Option pursuant to this subparagraph (a)(iii) shall
be subject to compliance with federal and state securities laws and trading policies established by the Company and applicable to the Optionee. 




        (b)   In
addition to tendering payment, 



        (i)    the
Optionee shall be required to execute a Restricted Stock Purchase Agreement substantially in the form of Exhibit A hereto, if the Optionee purchased
Restricted Shares; and 


        (ii)   the
Optionee (or the purchaser under paragraph 7 below) shall furnish such other documents or representations (including, without limitation, representations as
to the intention of the Optionee, or the purchaser under paragraph 7 below, to acquire Shares for investment) as the Company may reasonably request in order to comply with securities, tax or
other laws then applicable to the exercise of the Option. 



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        6.    Repayment of Option Gain.    Subject to the provisions of a
Restricted Stock Purchase Agreement, if applicable pursuant to paragraph 5(b)(i), which shall apply with respect to the Shares subject thereto, (i) if the Company terminates the
Optionee's employment With Cause during the six month period after the Optionee's exercise of all or any portion of the Option, or (ii) if the Optionee violates any promise, covenant, or
agreement relating to (A) restrictions on the Optionee's ability to compete with the Company or solicit its customers or employees; or (B) the Optionee's duty to keep information about
the Company confidential, prior to or during the six month period after the Optionee exercises all or any portion of the Option, then the Company may rescind the Optionee's exercise of the Option
within two years of the exercise. In the event of such rescission, the Optionee shall pay to the Company, with respect to each Share purchased pursuant to the Option, an amount equal to the excess of
the Fair Market Value of such Share on the date of exercise over the per share purchase price of such Share, in such manner and on such terms and conditions as may be required, and the Company shall
be entitled to a right of set-off against any amount owed to the Optionee by the Company. 


        7.    Non-Transferability; Death.    The Option is not
transferable by the Optionee other than by will or the laws of descent and distribution and is exercisable during the Optionee's lifetime only by him. If the Optionee dies while in the employ of the
Company or of one of its subsidiaries, the Option may be exercised during the period described above in paragraph 3(b) (but in no event later than the Expiration Date) by his estate or the
person to whom the Option passes by will or the laws of descent and distribution, but only to the extent that the Optionee could have exercised the Option on the date of his death as determined above
under paragraph 2. Notwithstanding the foregoing, the Option may be transferred to members of the Optionee's immediate family (which for purposes of this Option shall be limited to the
Optionee's spouse, children and grandchildren), or to one or more trusts for the benefit of the Optionee's family members (as defined above) or to one or more partnerships in which such family members
and/or trusts are the only partners. 


        8.    Registration.    Any Shares issued pursuant to the Optionee's
exercise of the Option hereunder shall be Shares that are listed on the NASDAQ National Market or other nationally recognized stock exchange, and registered under the Securities Act of 1933, as
amended. 


        9.    Adjustments.    


        (a)   If
the Company shall at any time change the number of issued Shares without new consideration to the Company (such as by stock dividend, stock split, recapitalization,
reorganization, exchange of shares, liquidation, combination or other change in corporate structure affecting the Shares) or make a distribution of cash or property which has a substantial impact on
the value of issued Shares, the total number of Shares hereunder and the per share purchase price shall be adjusted so that the total net value of the Option shall not be changed. 


        (b)   In
the case of any sale of assets, merger, consolidation, combination or other corporate reorganization or restructuring of the Company with or into another corporation
which results in the outstanding Shares being converted into or exchanged for different securities, cash or other property, or any combination thereof (an "Acquisition"), subject to the terms of the
Plan, the Optionee shall have the right thereafter and during the term of the Option (subject however to all of the terms and conditions set forth herein), to receive upon exercise thereof the
Acquisition Consideration (as defined below) receivable upon the Acquisition by a holder of the number of Shares which might have been obtained upon exercise of the Option or portion thereof, as the
case may be, immediately prior to the Acquisition. The term "Acquisition Consideration" shall mean the kind and amount of securities, cash or other property or any combination thereof receivable in
respect of one Share upon consummation of an Acquisition. 


        10.    Subject to Plan.    The Option is subject to all of the terms
and conditions set forth in the Plan. Any capitalized terms not defined herein shall be subject to the definitions set forth in the Plan. This Agreement hereby incorporates the Plan by reference. In
the event that the Agreement is silent on any term or condition that is contained in the Plan, such term or condition shall be governed by and administered in accordance with the terms and conditions
of the Plan. In the event of any discrepancy between the express terms and conditions of this Agreement and those of the Plan, the terms and conditions of the Plan shall control. 


        11.    Administration and Interpretation.    The Compensation
Committee of the Board of Directors of the Company (the "Committee") shall administer and interpret the terms and provisions of this Agreement. Any interpretation and construction by the Committee of
any term or provision of the Plan, this Agreement, or other matters related to the Plan shall be final, conclusive and binding upon the Optionee and his or her heirs. 


        12.    Enforceability.    This Agreement shall be binding upon the
Optionee and his estate, assignee, transferee, personal representative and beneficiaries. 


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        13.    Governing Law; Severability.    This Agreement shall be
construed, interpreted and enforced in accordance with the laws of the State of Illinois. If any one provision of this Agreement shall be determined invalid or unenforceable, such determination shall
have no effect on the remaining provisions. 


        14.    Withholding.    The Company shall have the right to require,
prior to the issuance or delivery of any Shares hereunder, payment by the Optionee of any federal, state or local income taxes required by law to be withheld upon the exercise of all or any part of
the Option. The Company may, in its discretion and subject to such rules as it may adopt as are necessary to prevent the withholding from being subject to Section 16(b) of the Exchange Act,
permit the Optionee to satisfy any tax withholding obligation associated with the exercise of the Option, in whole or in part, by electing to have the Company withhold from the Shares otherwise
deliverable as a result of such exercise Shares having a value (based on their fair market value on the date of delivery) equal to the amount required to be withheld. 



        15.    No Employment Rights.    Nothing contained herein shall confer
upon the Optionee any right to continue in the employ of the Company or any of it subsidiaries, or to interfere with or limit the right of the Company or of such subsidiary to terminate the Optionee's
employment at any time. 


        16.    Shareholders Rights.    The Optionee or other person or entity
exercising the Option shall have no rights as a shareholder of record of the Company with respect to Shares issuable upon the exercise of the Option until such Shares have been issued. 



        17.    Entire Agreement.    This Agreement contains the entire
understanding of the Company and the Optionee with respect to the terms of the Option granted hereunder, and shall not be modified or amended on or after the Grant Date, except in writing, signed by
both parties. A waiver by either party under this Agreement shall not be deemed to be a waiver of any later default. 


        18.    Notices.    All notices under this Agreement shall be in
writing and shall be deemed to have been made when delivered or mailed by registered, or certified mail, or by a nationally recognized overnight delivery service, postage or charges prepaid. All
notices to the Company shall be sent to: 



	 	APAC Customer Services, Inc.

Six Parkway North Center

Fourth Floor

Deerfield, IL 60015

Attn: General Counsel





        All notices to the Optionee shall be sent to the Optionee's last known address on the Company's records, or such other address as the Optionee may furnish to the
Company. 


        19.    Reaffirmation of Restrictive Covenant Agreement and Agreement Protecting Company
Interests.    As additional consideration for the Company granting the Option, the Optionee reaffirms the terms and conditions of the
Optionee's Restrictive Covenant Agreement and Agreement Protecting Company Interests.  


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*        *        * 


        IN
WITNESS WHEREOF, the Company and the Optionee have caused this Agreement to be executed on the date first above written. 



	 	APAC Customer Services, Inc.
	

 	

By:	
 	

    

	

 	

Its:	
 	

SeniorVice President and Chief Financial Officer

	

 	
Optionee:
	

 	

    

	

 	

«First_Name» «Middle_Name» «Last_Name»




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Exhibit A  


RESTRICTED STOCK PURCHASE AGREEMENT  


        This Restricted Stock Purchase Agreement is made and entered into effective as of this    day
of                   ,        by and between APAC
Customer Services, Inc., an Illinois corporation (the "Company"), and «First_Name» «Middle_Name» «Last_Name» (the
"Shareholder"). 


W I T N E S S E T H: 


        WHEREAS, the Company granted a Nonqualified Stock Option to Shareholder on «Option_Date» (the "Option Agreement"); 


        WHEREAS, Paragraph 2(b) of the Option Agreement provides for the acceleration of vesting of the unvested portion of the shares of
Common Shares otherwise available for purchase under the Option Agreement in the event of a termination of the Shareholder's employment by the Company without Cause (as defined in the Option
Agreement); 


        WHEREAS, in accordance with the terms of the Option Agreement, Shareholder desires to purchase from the Company, Restricted Shares (as
defined in the Option Agreement) of Common Shares of the Company on the terms and conditions set forth herein and in the Option Agreement; and 


        WHEREAS, it is a condition to the sale of such shares of Common Shares to the Shareholder that Shareholder enter into this Restricted
Stock Purchase Agreement. 


        NOW, THEREFORE, in consideration of the premises set forth herein and other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows: 


        1.    Sale of Shares.    Subject to the terms of the Option Agreement,
the Company hereby agrees to sell to the Shareholder, and the Shareholder hereby agrees to purchase from the Company,                   shares of Common
Shares that are Restricted Shares (as
defined in the Option Agreement). The consideration payable by the Shareholder to the Company shall be an amount equal to «Option_Price» per share, for an aggregate purchase
price of $                  . 


        2.    Restrictions.    The Restricted Shares are being sold to the
Shareholder subject to the transfer restrictions and the repurchase option in favor of the Company set forth in Sections 2(a) and (b) below (collectively, the "Restrictions"), which
Restrictions shall lapse after the expiration of the Restricted Period. For purposes of this Agreement, the "Restricted Period" shall mean that period beginning on the date of termination of
Shareholder's employment by Company without Cause and ending on the two (2) year anniversary of such termination. 



        (a)    Transfer.    Shareholder may not directly or indirectly, by operation of law or otherwise, voluntarily or
involuntarily, anticipate, alienate, attach, sell, assign, pledge, encumber, charge or otherwise transfer any of the Restricted Shares during the Restricted Period without the prior written consent of
the Company. 


        (b)    Repurchase Option.    The Company shall have the option to repurchase the Restricted Shares from the
Shareholder if the Shareholder violates any of the restrictive covenants set forth in Sections 3, 4, 5, or 6 hereof during the Restricted Period. The Company's option referred to in this
Section 2(b) shall be exercisable at any time
during the Restricted Period following a violation by Shareholder of any of the restrictive covenants set forth in Sections 3, 4, 5 or 6 hereof. The purchase price to be paid by the Company
upon a repurchase of the Restricted Shares shall be equal to the lower of (i) the per-share purchase price that was paid by the Shareholder in accordance with Section 1
hereof, or (ii) the then fair market value per share, and shall be paid not later than thirty (30) days following the delivery by the Company of written notice of its intention to
exercise its option hereunder. 




        3.    Confidentiality.    Shareholder acknowledges that by virtue of
Shareholder's employment with Company, Shareholder has been exposed to or has had access to confidential information regarding Company's business of the most sensitive nature, including but not
limited to, trade secrets and proprietary information, all of which are proprietary to Company. Shareholder also acknowledges that by virtue of Shareholder's employment with Company, Shareholder has
been exposed to or has had access to confidential information regarding the businesses of Affiliates, including, but not limited to, trade secrets and proprietary information, all of which are
proprietary to each such Affiliate. Shareholder further acknowledges that it would be possible for an employee, upon termination of Shareholder's association with Company, to use the knowledge or
information obtained while 


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working
for or with Company to benefit other individuals or entities. Shareholder acknowledges that Company and the Affiliates have expended considerable time and resources in the development of
certain confidential information used in connection with their respective businesses, including, without limitation, business strategies and goals, accounting methodology and information, pricing
systems and information, advertising brochures and materials, graphic and other designs, telemarketing programs and techniques, copyrighted and non-copyrighted software source codes or
object codes, technology applications and advances, client and client prospect lists or records, telephone calling lists, hiring, screening, training, quality assurance and supervisory techniques,
methods and know-how, client information, client mark-ups, information regarding independent contractors, use and utilization of copyrights, confidential information and trade
secrets of third parties, marketing techniques, supplier information, and, generally, the confidential information of Company and of the Affiliates which gives, or may give, Company and the Affiliates
an advantage in the marketplace against their respective competitors (all of the foregoing being herein referred to collectively as "Proprietary Information"), and which have been disclosed to or
learned by Shareholder solely for the purpose of the Shareholder's employment with Company. Shareholder acknowledges that Company's and the Affiliates' Proprietary Information constitutes a
proprietary and exclusive interest of Company and of the Affiliates, and, therefore, Shareholder agrees to hold and keep secret the Proprietary Information as described
herein and the confidential information of the clients of the Company and of the Affiliates which Shareholder has learned in Shareholder's capacity as an employee of Company
(the "Client Information"), as to which Shareholder is now informed, and Shareholder shall not directly or indirectly disclose any Proprietary Information or Client Information to any person, firm,
court, governmental agency or corporation or use the same. 


        4.    Non-Competition.    Shareholder covenants that
during the Restricted Period, Shareholder shall not, directly or indirectly, in the 48 contiguous states of the United States, on Shareholder's own account, or as an employee, consultant, agent,
partner, joint venturer, owner or officer of any other person, firm, partnership, corporation or other entity, or in any other capacity, in any way conduct, engage in or aid or assist anyone in the
conduct of a business competitive with that of Company in which Shareholder is in (i) a capacity similar to Shareholder's capacity during Shareholder's employ with Company or (ii) a
capacity in which it is likely that Shareholder will disclose Company's Proprietary Information or Client Information. Notwithstanding the foregoing, Shareholder shall be entitled to accept employment
with a company that engages in telemarketing activities for its account only and not as a service organization on behalf of others so long as such company has not been a customer or Prospective
Customer (as defined in Section 5 hereof) of Company within the twelve (12) months preceding the termination of employment of Shareholder. 



        5.    Non-Solicitation.    Shareholder covenants that
during the Restricted Period Shareholder shall not, directly or indirectly, as an employee, agent, salesman or member of any person, corporation, firm or otherwise call upon, solicit, serve, accept
business from, become employed by or engage in the business conducted by Company with a customer or Prospective Customer of Company (a) with which customer or Prospective Customer Shareholder
had direct or indirect contact as an employee of Company or (b) regarding which customer or Prospective Customer Shareholder had learned, or become aware of, Company's Proprietary Information
or Client Information. For purposes of this Agreement, the term "Prospective Customer" shall mean any person, corporation or other entity to whom the Company has made a written or oral presentation or
proposal within the eighteen (18) month period prior to the date of the termination of employment. 


        6.    Non-Disturbance of Employees;
Non-Disparagement.    Shareholder covenants that during the Restricted Period, Shareholder shall not, directly or indirectly, as an employee, agent,
salesman or member of any person, corporation, firm or otherwise (a) solicit any employee or agent of Company or make such other contact with the employees or agents of Company, the product of
which contact will or may yield a termination of the employment or agency relationship of such employee or agents from Company or (b) make or cause others to make, whether in writing or orally,
disparaging statements or inferences with respect to the Company, its business, officers or shareholders. 


        7.    Notice of Restrictions.    The certificates representing the
Restricted Shares affected by this Agreement shall be inscribed with the following legend: 



	"The shares of stock represented by this certificate are subject to, and are transferable only in compliance with, the terms and conditions of a certain Restricted Stock Purchase Agreement
dated                        between the registered holder of these shares and APAC Customer Services, Inc., which Agreement
is on file with the Secretary of the Company, and the holder hereof accepts and holds this certificate subject to and with notice of all of the terms, conditions and provisions of said Agreement and agrees to be bound thereby."





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        8.    Custody.    All certificates
representing the Restricted Shares shall be deposited, together with stock powers executed by Shareholder, in proper form for transfer, with the Company. The Company is hereby authorized to cause the
transfer to come into its name of all certificates representing the Restricted Shares which are repurchased by the Company pursuant to Section 2 hereof. Certificates representing shares as to
which the Restrictions have lapsed shall, subject to any applicable securities law restrictions, be delivered by the Company to Shareholder or Shareholder's personal representative. 


        9.    Notice.    Any and all notices, designations, consents, offers,
acceptances or any other communication provided for herein shall be given in writing and personally delivered or sent by United States certified mail, return receipt requested, postage prepaid, which
shall be addressed, in the case of the Company, to its principal office in the State of Illinois, and in the case of the Shareholder, to Shareholder's last known address as reflected in the Company's
records. Notices sent by United States certified mail will be deemed received on the second business day following mailing. 


        10.    Necessary Documents.    Shareholder and Shareholder's
administrators, executors, heirs or personal representatives shall execute and deliver all necessary documents required to carry out the terms of this Agreement. 



        11.    Governing Law.    This Agreement shall be subject to and
governed by the laws of the State of Illinois, irrespective of the fact that the Shareholder is or may become a resident of a different state. 


        12.    Invalid Provision.    The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 



        13.    Binding Effect.    This Agreement shall be binding upon the
Company, Shareholder, and their respective heirs, legal representatives, executors, administrators, successors and assigns. Any rights given or duties imposed upon the estate of the Shareholder upon
Shareholder's death shall inure to the benefit of and be binding upon the fiduciary of the decedent's estate in Shareholder's fiduciary capacity. 


        14.    Entire Agreement; Amendments.    This Agreement constitutes the
entire agreement among the parties and contains all of the agreements among the parties with respect to the subject matter hereof. This Agreement supersedes any and all other agreements or
understandings, either oral or written, among the parties hereto with respect to the subject matter hereof. No change or modification of this Agreement shall be valid unless the same shall be in
writing and signed by the Shareholder and the Company. No waiver of any provision of this Agreement shall be valid unless it is in writing. 


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        IN WITNESS WHEREOF, the parties have entered into this Agreement effective as of the date first above written. 



	 	APAC Customer Services, Inc.
	

 	

By:	
 	

    

	

 	

Its:	
 	

    

	

 	
Shareholder:
	

 	

    

	

 	

«First_Name» «Middle_Name» «Last_Name»




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Exhibit 10.6