Exhibit 10.12 EMPLOYMENT AGREEMENT  This
Employment Agreement (the
Agreement) is entered into this August 17, 2001, and made effective as of
August 27, 2001 (the Effective Date), by and between APAC Customer Services,
Inc., an Illinois corporation (the Company), and Marc T. Tanenberg (the
Executive). In
consideration of the mutual covenants contained in this Agreement, the parties
hereby agree as follows: SECTION IEMPLOYMENT A.            Employment Subject
to the terms and conditions provided in this Agreement, the Company agrees to
employ the Executive, and the Executive agrees to be employed by the
Company.  Such employment hereunder
shall commence as of the Effective Date and shall terminate on August 27, 2006,
unless terminated earlier as provided below in Section III or extended as
provided below (the Period of Employment). B.            Position,
Responsibilities and Duties While
the Executive is employed with the Company, the Executive shall devote all of
his business time, attention and skill to the business and affairs of the
Company and its subsidiaries.  The
Executive shall report to the Chief Executive Officer of the Company and shall
perform such duties on behalf of the Company as are customarily performed by
the Chief Financial Officer or as may be directed by the Chief Executive
Officer of the Company. The Executive shall serve as Senior Vice President and
Chief Financial Officer. The Executive may serve on corporate, civic or
charitable boards or committees so long as, in the judgment of the Chief Executive
Officer, such activities do not interfere with the Executives responsibilities
hereunder. SECTION IICOMPENSATION AND BENEFITS A.            Base
Salary During
the Period of Employment, the Company agrees to pay the Executive a base salary
(Base Salary) of Two Hundred Fifty Thousand Dollars ($250,000) payable
periodically on the same basis as other senior executives of the Company.  The Executives Base Salary will be reviewed
at the same time as other senior executives who report directly to the Chief
Executive Officer during the Period of Employment by the Compensation Committee
of the Board of Directors (the Compensation Committee), and may be increased
or decreased as it deems appropriate. 
In no event shall the base salary for any 12 month period be less than
$250,000, except if the Executives Base Salary is decreased in connection with
a reduction of senior executives salaries generally, and all senior executives
of the Company are subject to an equivalent percentage reduction in their base
salaries.  
   B.            Incentive
Bonus (a)           For each fiscal year of the Executives employment with
the Company, the Executive shall be eligible for an annual incentive bonus
(Annual Incentive Bonus) under the Companys Management Incentive Plan, as in
effect from time to time or under a successor annual incentive plan (Incentive
Plan), with a threshold award of 20%, a target award of 40%, and a stretch or
maximum award of 60%, payable to the Executive in accordance with the Companys
Incentive Plan.  The Compensation Committee
shall establish the goals for each fiscal year (with corresponding goals
established for the payment of threshold, target and maximum or stretch
awards). (b)           For the balance of 2001, Executive will be a participant
in the Companys semi-annual incentive compensation plan with threshold, target
and maximum or stretch awards as provided in such plan; provided, however, that
the Company guarantees that Executives bonus for the period starting on the
Effective Date and ending on December 31, 2001 shall be equal to at least
$62,630.  Executives bonus amount for
the balance of 2001 shall be paid at the same time bonuses are paid under the
Companys semi-annual incentive compensation plan, presently expected to occur
in April of 2002. C.            Equity
Incentives (a)           As of the Effective Date, the Company shall grant to the
Executive a nonstatutory stock option (one that is not intended to be an
incentive stock option under Section 422 of the Code) under the APAC Customer
Services, Inc. Second Amended and Restated 1995 Incentive Stock Plan (the
Stock Plan) covering two hundred thousand (200,000) shares of the Common
Stock of the Company (Shares) at an exercise price equal to the mean between
the high and low prices at which the Companys Common Stock trades on August
27, 2001, as reported by Bloomberg Financial Markets.  As a condition to the receipt of this grant made as of the
Effective Date, the Executive shall execute a Stock Option Agreement, in the
form appended hereto as Attachment I. (b)           If the Executive is employed hereunder on the date in 2002
and each subsequent year of the Period of Employment that option grants are
made to executives of the Company generally, the Executive shall be eligible to
receive additional stock option grants under the Stock Plan based on the
Compensation Committees assessment of his performance.  The number of Shares covered by such option
grants shall be determined by the Compensation Committee based on the
Executives achievement of the performance goals established by the Compensation
Committee under the Incentive Plan for each fiscal year.  Each such option granted to the Executive
pursuant to this paragraph shall be on such terms and conditions as the
Compensation Committee shall determine and as evidenced by a written and executed
Stock Option Agreement, consistent with other similarly situated senior
executives of the Company with respect to options granted from and after the
date of this Agreement.  2 
   D.            Employee Benefits During
the Period of Employment, the Executive shall be entitled to participate in all
employee benefit plans or programs provided to senior executives of the
Company.  The Executive will participate
to the extent permissible under the terms and provisions of such plans or
programs in accordance with plan or program provisions, subject in each case to
the conditions, limitations and restrictions imposed on the receipt of benefits
under such plan or program.  These plans
or programs may include group medical, life or other insurance, tax qualified
pension, savings, thrift and profit sharing plans, sick leave plans, travel or
accident insurance, and short and long term disability insurance.  Notwithstanding the foregoing, the Executive
shall not be eligible to participate in any severance or termination pay plan
or program. Nothing
in this Agreement shall preclude the Company from amending or terminating any
of the plans or programs applicable to senior executive employees of the
Company.  Notwithstanding anything to
the contrary in this Section II.D., no amendment or termination of any employee
benefit or program shall reduce or otherwise adversely affect Executives
rights under Section II.C.(a) or III of this Agreement. E.             Business
Expenses The
Company shall reimburse the Executive for all reasonable travel and other
business expenses incurred by the Executive in connection with the performance
of his duties and responsibilities under this Agreement.  The Executive must support all expenditures
with customary receipts and expense reports subject to review in accordance
with the Companys regular policy regarding expense reimbursement. F.             Additional
Benefits The
Executive shall be entitled to receive four (4) weeks paid vacation during each
calendar year, to be taken at such time or times that are mutually agreeable by
the Executive and the Company and not disruptive of the Companys
business.  Such vacation shall be
prorated for partial calendar years and may be carried over or cashed out, if
at all, only in accordance with general Company policies as in effect from time
to time.  In addition, the Company shall
pay, on behalf of the Executive, reasonable attorneys fees in an amount not to
exceed $7,500 incurred by him in connection with the negotiation and preparation
of this Agreement. SECTION IIIEFFECT OF TERMINATION OF EMPLOYMENT A.            Termination
Other Than With Cause Other Than In Connection With Change in Control If,
other than under circumstances described in Section III.B., the Company
terminates the Executives employment other than With Cause (defined below in
Section III.E.), the Executive terminates his employment for Good Reason (as
defined below in Section III.F.) prior to a Change in Control, or the Company
does not extend the term of this Agreement for another  3 
   year
at the end of the term hereof or any such extended term (i) the Executive shall
be entitled to receive payment of an aggregate amount equal to his Base Salary,
at the rate then in effect; payable in 26 bi-weekly installments over a 52 week
period; and (ii) the Employer shall reimburse Executive for the payments
Executive makes to exercise his rights under COBRA to continue the Executive,
the Executives spouse and/or beneficiary medical and dental coverages as such
may be in effect from time to time under the Companys welfare plans for a
period of 12 months.  Such payments
shall be conditioned on the Executives execution and delivery of the Companys
then standard form of Release.  In addition,
the Executive shall be entitled to payment for all accrued but unused vacation
and to his accrued benefits under the terms of the plans, policies and
procedures of the Company, including any plans or programs in which he
participates pursuant to Section II.D. 
Upon making the payments and providing the benefits required under this
Paragraph A, the Company shall have no further obligation to the Executive
under this Agreement. B.            Termination Other Than With Cause
or for Good Reason In Connection With Change in Control If
during the period of Employment and within twelve (12) months following a
Change in Control, as defined in Attachment II to this Agreement, the Company
terminates the Executives employment other than With Cause or the Executive
terminates his employment for Good Reason (as defined in Attachment II), the
Executive shall be entitled to those benefits set forth in the Employment
Security Agreement attached hereto as Attachment II. C.            Termination With Cause, Voluntary
Termination, Termination by Death or Disability If
the Executives employment is (i) terminated by the Company With Cause, (ii)
voluntarily terminated by the Executive other than for Good Reason, or (iii)
terminated by his death or Disability (as defined below), the Executive shall
be entitled to: (A) his Base Salary, at the rate then in effect, through the
date of termination, (B) his accrued benefits under the terms of the plans,
policies and procedures of the Company, including any plans or programs in
which he participates pursuant to Section II.D., and (C) payment for all
accrued but unused vacation.  Upon such
payment, the Company shall have no further obligation to the Executive under
this Agreement. For
purposes of the foregoing, Disability shall mean disability as determined
under the Companys long term disability benefit plan then in effect covering
the Executive. D.            Duty
to Mitigate; Offset The
Executive shall have no duty to mitigate by seeking other employment after his
termination of employment.  No amount to
which the Executive is entitled under this Section III shall be subject to
offset for any income that he derives from employment and/or consulting or from
any other source.  4 
   E.             Definition
of With Cause Termination
With Cause means termination of the Executives employment by the Board of
Directors acting in good faith by written notice by the Company to Executive
specifying the event relied upon for such termination due to (i) gross
misconduct or gross negligence in the performance of Executives employment
duties, (ii) willful disobedience by the Executive of the lawful directions
received from or policies established by the Chief Executive Officer, which
continues for more than seven (7) days after the Company notifies Executive of
its intention to terminate his employment on account of such disobedience or
(iii) conviction of the Executive 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. F.             Definition
of Good Reason under Section III.A. Good
Reason for purposes of Section III.A. above shall exist if, after notice by
the Executive to the Company and a fifteen (15) day opportunity by the Company
to cure (provided that with respect to matters (a) and (b) below the
opportunity to cure shall be thirty (30) days): (a)           The Executives duties, responsibilities or authority as
an executive employee are materially reduced or diminished from those in effect
on the Executives commencement of Employment without the Executives written
consent or the Executive no longer reports to the CEO of the Company; provided,
however, that the Companys ceasing to be a publicly traded entity shall not
constitute a diminution of duties herunder in the absence of a Change in
Control; (b)           The Base Salary of the Executive and the incentive
compensation opportunity available to the Executive is reduced in the aggregate
and not in accordance with a compensation reduction specifically permitted
under Section II.A. of this Agreement; or (c)           The Company violates the material terms of this Agreement. SECTION IVOTHER DUTIES OF THE EXECUTIVE DURING
AND AFTER THE PERIOD OF EMPLOYMENT A.            Cooperation
During and After Employment The
Executive will, with reasonable notice during or after the Period of
Employment, furnish information as may be in his possession and cooperate with
the Company as may reasonably be requested in connection with any claims or
legal actions in which the Company is or may become a party.  The Company shall be responsible for, and
shall advance to the Executive, any expenses incurred or to be incurred by
Executive in connection with his furnishing information or cooperation with the
Company under this Section.  5 
   B.            Restrictive
Covenant Agreement The
Executive agrees that in order to protect the business interests of the
Company, he shall, contemporaneously with his execution of this Agreement,
execute the Restrictive Covenant Agreement, a copy of which is appended to this
Agreement as Attachment III. The Executive further agrees that he will execute
such modifications to the Restrictive Covenant Agreement as may be reasonably
requested by the Company in order to conform such Restrictive Covenant
Agreement to applicable law; provided that no such modification shall be more
restrictive on the Executive or lengthen the duation of the restrictions
thereunder. SECTION VINDEMNIFICATION The
Company will indemnify the Executive to the fullest extent permitted by the
laws of the state of incorporation in effect at that time, or certificate of
incorporation and by-laws of the Company, whichever affords the greater
protection to the Executive. The Company will obtain and maintain customary
directors and officers liability insurance covering executive employees of the
Company. SECTION VIWITHHOLDING TAXES The
Company may directly or indirectly withhold from any payments under this
Agreement all federal, state, city or other taxes that shall be required
pursuant to any law or governmental regulation. SECTION VIIEFFECT OF PRIOR AGREEMENTS This
Agreement contains the entire understanding between the Company and the
Executive with respect to the subject matter and supersedes any prior term
sheet, letter of understanding, employment, severance, or other similar
agreements, or oral agreement or understanding between the Company, its
predecessors and its affiliates, and the Executive, including without
limitation, the non-disclosure agreement previously executed by the Executive
in connection with his employment by the Company. SECTION VIIICONSOLIDATION, MERGER OR SALE OF ASSETS Nothing
in this Agreement shall preclude the Company from consolidating or merging into
or with, or transferring all or substantially all of its assets to, another
corporation which assumes this Agreement and all obligations and undertakings
of the Company hereunder. Upon such a consolidation, merger or sale of assets,
the term the Company as used will mean the other corporation and this
Agreement shall continue in full force and effect. This Section VIII is not
intended to modify or limit the rights of the Executive hereunder, including
without limitation, the rights of the Executive under Section III.  6 
   SECTION IX SECTION 280G  Notwithstanding
any provision of this Agreement or any other agreement, including Attachments
II and III to this Agreement, to the contrary, in the event that:  (i)             the
aggregate payments or benefits to be made or afforded to the Executive under
any attachment hereto, or from the Company in any other manner (the
Termination Benefits) would be deemed to include an excess parachute
payment under Section 280G of the Code, or any successor thereto, and  (ii)            if
such Termination Benefits were reduced to an amount (the Non-Triggering
Amount), the value
of which is one dollar ($1.00) less than an amount equal to three (3) times the
Executives base amount, as determined in accordance with said Section 280G,
and the Non-Triggering Amount would be greater than the aggregate value of the
Termination Benefits (without such reduction) minus the amount of tax required
to be paid by Executive thereon by Section 4999 of the Code, then the
Termination Benefits shall be reduced so that the Termination Benefits are not
more than the Non-Triggering Amount. 
The application of said Section 280G, and the allocation of the
reduction required by this Section, shall be determined by the Companys auditors.  SECTION X MODIFICATION  This
Agreement may not be modified or amended except in writing signed by the
parties.  No term or condition of this
Agreement will be deemed to have been waived, except in writing by the party
with waiver.  A waiver shall operate
only as to the specific term or condition waived and will not constitute a
waiver for future or act on anything other than that which is specifically
waived.  SECTION XI GOVERNING LAW; ARBITRATION  This Agreement
has been executed and delivered in the State of Illinois and its validity and
interpretation shall be governed by the laws of that State, without giving
effect to its conflicts of law provisions. 
Any dispute among the parties hereto shall be settled by arbitration in
accordance with the then applicable rules of the American Arbitration
Association and judgment upon the award rendered may be entered in any court
having jurisdiction thereof. SECTION XII NOTICES  All notices, requests, consents and other
communications hereunder 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 hand, overnight delivery
services or confirmed facsimile transmission, to the following:  7 
   (i)            If to the Company,
at:  APAC Customer Services, Inc. Six Parkway North Center Fourth Floor Deerfield, IL 60015 Attn: Chief Executive
Officer  With a copy to:  APAC Customer Services, Inc. Six Parkway North Center Fourth Floor Deerfield, IL 60015 Attn:  General Counsel  or at such other address as may have been
furnished to the Executive by the Company in writing; or  (ii)           If to the
Executive, at his home address as reflected on the Companys records, or such
other address as may have been furnished to the Company by the Executive in
writing.  With a copy to:  John R. Obiala Vedder Price 222 N. LaSalle Street Chicago, IL 60601  SECTION XIII BINDING AGREEMENT  This Agreement shall be binding on the parties
successors, heirs and assigns, however this Agreement, and the rights and
obligations hereunder, may not (except as contemplated by Sections III.E.2 and
VIII) be assigned by either party without the prior express written consent of
the other party.  SECTION XIV MISCELLANEOUS  A.            Multiple Counterparts; Facsimile
Signatures  This
Agreement may be executed in multiple counterparts with the same force and
effect as if both parties had executed the same document.  The signature of a party furnished by facsimile
shall be as effective as the partys original signature on the document.  8 
   B.            Severability  If any
phrase, clause or provision of this Agreement is declared invalid or
unenforceable by a court of competent jurisdiction, such phrase, clause or
provision shall be deemed severed from this Agreement, but will not affect any
other provisions of this Agreement, which shall otherwise remain in full force
and effect.  In addition, there will be
automatically substituted herein for such severed phrase, clause or provision a
phrase, clause or provision as similar as possible which is valid and
enforceable.  C.            Headings  The headings
and subheadings of this Agreement are inserted for convenience of reference
only and are not to be considered in construction of the provisions hereof.  D.            Construction  The Company
and the Executive acknowledge that this Agreement was the result of
arms-length negotiations between sophisticated parties each afforded representation
by legal counsel.  Each and every
provision of this Agreement shall be construed as though both parties
participated equally in the drafting of same, and any rule of construction that
a document shall be construed against the drafting party shall not be
applicable to this Agreement.  *              *              *  IN WITNESS WHEREOF, the undersigned have
executed this Agreement as of the date first above written.  COMPANYAPAC CUSTOMER SERVICES, INC.By:
  [ILLEGIBLE]EXECUTIVE/s/ Marc T. TanenbergMarc T. Tanenberg   9