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AMENDED AND RESTATED EMPLOYMENT SECURITY AGREEMENT
  WITNESSETH:
 WHEREAS,
 WHEREAS
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 Definitions.
 Base Salary
 Bonus
 Cause
 (i)
    
    The Executive is grossly negligent or engages
in gross misconduct in the performance of his employment duties;
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(ii)
    
    The Executive willfully disobeys the lawful
directions received from the Company or from the person to whom the
Executive directly reports or of established policies of the Company;
or(iii)
    
    The Executive commits 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
Employer.
 Change in Control
 (i)
    
    A tender offer shall be made and consummated
for the ownership of more than 50% of the outstanding voting securities
of the Employer;(ii)
    
    The Employer 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 Employer, as the same shall have existed
immediately prior to such merger or consolidation;(iii)
    
    The Employer 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 of the Employer, 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 Employer before the Transaction shall
cease to constitute a majority of the Board of Directors of the
Employer, or any successor thereto; or(v)
    
    A person, within the meaning of Section 3(a)(9)
or of Section 13(d)(3) (as in effect on the date hereof) of the
Securities and Exchange Act of 1934 (Exchange Act), other than any
employee benefit plan then maintained by the Employer, shall acquire
more than 50% of the outstanding voting securities of the Employer
(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)(l)(i) (as in effect on the date hereof) pursuant to the
Exchange Act.
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Disability
 Employment
 Employment Agreement
 Good Reason
 (i)
    
    The principal place of work (not including
regular business travel) is relocated by more than fifty (50) miles;(ii)
    
    The Executives duties, responsibilities or
authority as an executive employee are materially reduced or diminished
from those in effect immediately prior to a Change in Control without
the Executives written consent, provided that any reduction or
diminishment in any of the foregoing resulting merely from the
acquisition of the Employer and its existence as a subsidiary or
division of another entity shall not be sufficient to constitute Good
Reason;(iii)
    
    Executives base salary is reduced; or(iv)
    
    The Employer violates the material terms of
this Agreement, or an employment agreement, if any.
 Term.
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Benefits Upon Termination of Employment
 Severance Pay. 1 2
 Stock Options.
 Health Benefits.
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No Setoff
   Existing Rights.
 Other Termination
 Termination Before Change in Control.
 Termination for Cause or Without Good Reason.
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Death or Disability.
 Section 280G.
   Beneficiaries.
 Full Satisfaction; Waiver and Release include, without limitation,
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but exclude
 Assignment. except that
 Source of Payment.
 Miscellaneous
 Entire Agreement; Amendment.
 Applicable Law.
 No Employment Rights.
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Notices.
 
  Severability.
 Successors.
 Headings.
 IN
WITNESS WHEREOF,
 APAC CUSTOMER SERVICES, INC.By:EXECUTIVE[Name]
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