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                                                                    EXHIBIT 10.3

                          EMPLOYMENT SECURITY AGREEMENT

      This Employment Security Agreement (the "Agreement") is entered into as of
this ___ day of _________, 2000, by and between APAC Customer Services, Inc.
(the "Employer") and ____________________ (the "Executive").

                              W I T N E S S E T H:

      WHEREAS, the Executive is currently employed by the Employer as its
[title]; and

      WHEREAS, in the event of a change in control of the Employer, the Employer
desires to provide certain security to the Employer and the Executive, and to
retain the Executive's continued devotion of the Executive's business time and
attention to the Employer's affairs; and

      WHEREAS, the Executive and the Employer desire to enter into this
Agreement, which sets forth the terms of the security the Employer is providing
the Executive with respect to the Executive's employment in the event of a
change in control of the Employer;

      NOW, THEREFORE, in consideration of the mutual convenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Employer and the Executive
agree as follows:

      1.     DEFINITIONS. For purposes of this Agreement, the following term
shall have the meanings set forth below:

      (a)   "BASE SALARY" shall mean the higher of the Executive's annual base
            salary at the rate in effect on (i) the date of a Change in
            Control, or (ii) the date the Executive's Employment terminates.

      (b)   "BONUS" shall mean the target bonus, at the Executive's Base Salary
            rate in effect on the date of the Executive's termination of
            Employment, payable to the Executive under the Employer's annual
            incentive bonus plan, as in effect from time to time or under a
            successor annual incentive plan.

      (c)   "CAUSE" shall exist only if:

            (i)   The Executive is grossly negligent or engages in gross
                  misconduct in the performance of his employment duties;

            (ii)  The Executive willfully disobeys the lawful directions
                  received from or policies established by the Executive
                  Committee of the Employer, which continues for more than seven
                  (7) days after the Employer notifies the Executive of its
                  intention to terminate his Employment on account of such
                  disobedience; or

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            (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.

      (d)   "CHANGE IN CONTROL" shall mean any of the following events:

            (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
                  of 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)(1)(i) (as in effect on the date hereof) pursuant to
                  the Exchange Act.

            Notwithstanding the foregoing, (A) 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 Employer, 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 (B) if the Schwartz Entities control,
            directly or indirectly, less than twenty-seven (27%) percent of the
            Employer's voting securities while it is a public company, then

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            "33-1/3%" shall be substituted for "50%" in clauses (i), (ii) and
            (v) of this Paragraph 2(d).

      (e)   "DISABILITY" shall mean, to the extent such term is not defined in
            an Employment Agreement, if any, a physical or mental condition that
            entitles the Executive to benefits under the Employer-sponsored long
            term disability plan in which the Executive participates.

      (f)   "EFFECTIVE DATE" shall mean the date first set forth above in this
            Agreement.

      (g)   "EMPLOYMENT" shall mean being in the employ of the Employer.

      (h)   "EMPLOYMENT AGREEMENT" shall mean a written agreement
            between the Executive and the Employer covering the terms and
            conditions of Executive's employment with the Employer.

      (i)   "GOOD REASON" shall exist if, after notice by the Executive to the
            Employer and a fifteen (15) day opportunity by the Employer to cure:

            (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 on the Executive's 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) The compensation received by the Executive is reduced in the
                  aggregate, and such reduction is not remedied within thirty
                  (30) days of the Executive's notice to the Employer thereof;

            (iv)  A determination is made by the Executive 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 Employer
                  of written notice from the Executive of such determination;

            (v)   The Employer violates the material terms of this Agreement, or
                  an Employment Agreement, if any; or

            (vi)  There is a liquidation, dissolution, consolidation or merger
                  of the Employer 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

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                  assumed (either by operation of law or otherwise) all duties
                  and obligations of the Employer under this Agreement and any
                  Employment Agreement, if any.

      2.    TERM. The term of this Agreement shall be the period commencing on
the Effective Date and terminating on the date the Executive's employment with
the Employer is terminated; provided that, if the Executive's employment is
terminated following a Change in Control under the circumstances described in
Paragraph 3, the term shall continue in effect until all payments and benefits
have been made or provided to the Executive hereunder.

      3.     BENEFITS UPON TERMINATION OF EMPLOYMENT. If, at any time during the
12 month period following a Change in Control, (i) the Executive's Employment is
terminated by the Employer without Cause; or (ii) the Executive terminates the
Executive's Employment by resignation under circumstances constituting Good
Reason, the Executive shall be entitled to receive the following:

      (a)   SEVERANCE PAY. The Employer shall pay to the Executive an amount
            equal to [12 for VPs or 18 for SVPs] months of the Executive's
            Base Salary and [one times for VPs or 1.5 times for SVPs] the
            Executive's Bonus. Payment shall be made in a lump sum within
            thirty (30) days after termination of the Executive's Employment.

      (b)   STOCK OPTIONS. If any option or options to purchase common stock
            of the Employer granted to the Executive are not then
            exercisable, such option or options shall accelerate and become
            exercisable with respect to all shares covered by the option or
            options in accordance with the terms of the Employer's stock
            option plan then in effect, and/or a written agreement entered
            into by the Employer and the Executive, which covers the terms
            and conditions of the exercise of such option or options.

      (c)   HEALTH BENEFITS. The Employer shall provide to the Executive, the
            Executive's spouse or beneficiary continued medical, dental,
            life, disability coverages and such other benefits as provided
            under any other welfare plans or programs in which he
            participated immediately prior to his termination for a period of
            [12 for VPs or 18 for SVPs] months on the same basis as provided
            to other employees as of the date of termination. Following such
            period, the Employer shall make available to such persons any
            benefit continuation or conversion of rights otherwise provided
            at the time an employee's employment terminates (without offset
            for the coverage provided pursuant to the previous sentence),
            under the Employer's established welfare plans.

            Notwithstanding anything in this Agreement to the contrary, to the
            extent that an Employment Agreement, if any, or such other written
            agreement between the Executive and the Employer, expressly covers
            the terms of severance payable, if any, and such other benefits
            available to the Executive upon termination of his Employment
            following a Change in Control, such Employment Agreement or other
            agreement shall govern and supersede the terms of this Agreement.

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      4.    NO SETOFF.

      (a)   The payments and benefits made or provided to the Executive, the
            Executive's spouse or other beneficiary under this Agreement shall
            not be reduced by the amount of any claim of the Employer against
            the Executive or the Executive's spouse or other beneficiary for any
            debt or obligation of the Executive or the Executive's spouse or
            other beneficiary to the Employer.

      (b)   The Executive shall have no duty to seek employment following
            termination of Employment or otherwise to mitigate damages. The
            amounts or benefits payable or available to the Executive, the
            Executive's spouse or other beneficiary under this Agreement shall
            not be reduced by any amount the Executive may earn or receive from
            employment with another employer or from any other source.

      5.    EXISTING RIGHTS. Any payments and benefits under this Agreement
are in lieu of benefits to which the Executive may be entitled under any
severance plan or policy of the Employer, but are in addition to any other
benefits due to the Executive, the Executive's spouse or other beneficiaries
from the Employer, including, but not limited to, payments under any other
welfare or retirement plan maintained by the Employer in which the Executive
is or was eligible to participate. No provision in this Agreement shall be
construed to reduce or impair the Executive's rights and benefits under such
welfare or retirement plans.

      6.    OTHER TERMINATION.

      (a)   TERMINATION BEFORE CHANGE IN CONTROL.  If the Executive's
            Employment is terminated for any reason before a Change in Control,
            severance payments, if any, due to the Executive shall be determined
            under the Employer's severance plans or policies then in effect,
            and/or the Executive's Employment Agreement, if any. In such
            circumstances, the Executive shall not be entitled to any payments
            or benefits under this Agreement, and the Employer shall have no
            further obligation to the Executive hereunder, except to the extent
            provided under any welfare, retirement or other plan, policy or
            arrangement maintained by the Employer in which the Executive is or
            was eligible to participate.

      (b)   TERMINATION FOR CAUSE OR WITHOUT GOOD REASON.  If, following a
            Change in Control, (i) the Executive's Employment is terminated for
            Cause by written notice by the Employer to the Executive specifying
            the event relied upon for such termination, or (ii) the Executive
            terminates the Executive's Employment without Good Reason, the
            Executive shall receive the Executive's Base Salary at the rate then
            in effect on the date the Executive's Employment terminates paid
            through the date of termination. In such circumstances, the
            Executive shall not be entitled to any payments or benefits under
            this Agreement, and the Employer shall have no further obligation to
            the Executive hereunder, except to the extent provided under any
            welfare, retirement or other plan, policy or arrangement maintained
            by the Employer in which the Executive is or was eligible to
            participate.

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      (c)   DEATH OR DISABILITY. If the Executive's Employment is terminated by
            reason of death or Disability, the Executive, the Executive's spouse
            or other beneficiary, as the case may be, shall not be entitled to
            any payments or benefits under this Agreement, and the Employer
            shall have no further obligation to the Executive hereunder except
            to the extent provided under any welfare, retirement or other plan,
            policy or arrangement maintained by the Employer in which the
            Executive is or was eligible to participate.

      7.    BENEFICIARIES. If the Executive is entitled to payments and benefits
under the circumstances described above in Paragraph 3, but dies before all
amounts payable and benefits available thereunder have been paid or provided,
the remaining payments and benefits shall be made or provided to the
Executive's surviving spouse, if any, or other beneficiary designated in a
writing delivered to the Employer (and in such form as is prescribed by the
Employer). If the Executive has no surviving spouse, and has not designated a
beneficiary, the remaining payments shall be made to the Executive's estate.

      8.    FULL SATISFACTION; WAIVER AND RELEASE. As a condition to receiving
the payments and benefits hereunder, the Executive shall execute a document in
customary form, releasing and waiving any and all claims, causes of actions and
the like against the Employer, their respective successors, shareholders,
officers, trustees, agents and employees, regarding all matters relating to the
Executive's service as an employee of the Employer and to the termination of
such relationship. Such claims INCLUDE, WITHOUT LIMITATION, any claims arising
under Age Discrimination in Employment Act of 1967, as amended (the "ADEA");
Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of
1991, as amended; the Equal Pay Act of 1962; the American Disabilities Act of
1990; the Family Medical Leave Act, as amended; the Employee Retirement Income
Security Act of 1976, as amended; or any other federal, state or local statute
or ordinance, BUT EXCLUDE claims arising under the ADEA to challenge the
provisions of this Paragraph 8, and any claims that arise out of an asserted
breach of the terms of this Agreement or claims related to the matters described
in Paragraph 5.

      9.    ASSIGNMENT. The Employer may not assign this Agreement, or any
rights, duties or obligations hereunder, EXCEPT THAT the Employer's rights,
duties, and obligations shall be binding obligations of any successor, as
provided in Paragraph 1(i)(vi).

      No interest of the Executive (or the Executive's spouse or other
beneficiary) nor any right to receive any payment or distribution hereunder
shall be subject to sale, transfer, assignment, pledge, attachment or
garnishment or otherwise be assigned or encumbered. No such interest or right
shall be taken, voluntarily or involuntarily, for the satisfaction of the
obligations or debts of, or other claims against, the Executive (or the
Executive's spouse or other beneficiary), including claims for alimony, child
support, separate maintenance and claims in bankruptcy.

      10.   SOURCE OF PAYMENT. The rights created under this Agreement are
 unfunded promises to provide severance pay and other benefits described herein
in the event of the termination of the Executive's Employment under the
circumstances described in Paragraph 3. The Employer shall not segregate assets
for purposes of payment for any amounts due hereunder, nor shall any provision
contained herein be interpreted to require the Employer to segregate assets for
purposes of providing payment of any benefit hereunder. Neither the Executive,
the

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Executive's spouse, or other beneficiary shall have any interest in or right
against any specific assets of the Employer, and any rights shall be limited to
those of a general unsecured creditor.

11.   MISCELLANEOUS.

      (a)   ENTIRE AGREEMENT; AMENDMENT. This Agreement contains the entire
            Agreement and understanding between the Employer and the Executive
            and, except where otherwise indicated herein, supersedes all other
            agreements, written or oral, relating to the subject matter
            contained herein. Any amendment or modification of the terms of this
            Agreement must be in writing and signed by the Employer and the
            Executive to have any binding effect upon the parties.

      (b)   APPLICABLE LAW. Except to the extent preempted by federal law, this
            Agreement is governed by, and shall be construed and interpreted in
            accordance with the substantive laws of the State of Illinois, not
            including the choice of law provisions thereof.

      (c)   NO EMPLOYMENT RIGHTS. Nothing contained herein shall be construed to
            confer upon the Executive any right to continue in the employment of
            the Employer, or to limit the right of the Employer to terminate the
            Executive's employment at any time, with or without Cause, subject
            to the Executive's rights hereunder with respect to such
            termination.

      (d)   NOTICES. Notices, requests, or other communications under this
            Agreement shall be in writing and shall be deemed to have been made
            when delivered or mailed first-class postage prepaid by registered
            mail, return receipt requested, or when delivered if by have,
            overnight delivery services or confirmed facsimile transmission, to
            the following addresses or to such other address that may be
            furnished in writing to the other party. If to the Executive,
            notices shall be sent to the Executive's home address as reflected
            by the Employer's records. If to the Employer:

                                       APAC Customer Services, Inc.
                                       Six Parkway North
                                       Fourth Floor
                                       Deerfield, IL  60015
                                       Attention: General Counsel

      (e)   SEVERABILITY. If any provision contained herein shall be found
            invalid and unenforceable, the remaining provisions of this
            Agreement shall remain in full force and effect.

      (f)   SUCCESSORS. This Agreement shall be binding upon and inure to the
            benefit of the parties hereto and their respective heirs,
            representatives, and successors.

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      (g)   HEADINGS. The headings and subheadings contained in this Agreement
            are provided solely for convenience of reference and shall not be
            construed or interpreted in any way as affecting the meaning of any
            provision of this Agreement.

                                 * * *

      IN WITNESS WHEREOF, the Executive and the Employer have executed this
Agreement this ____ day of ______________, _____.

                                       APAC CUSTOMER SERVICES, INC.



                                       By: _______________________________



                                       EXECUTIVE



                                       -------------------------------
                                       [Name]



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