Exhibit 10.13  APAC Customer Services, Inc.
  
  Phone 847-374-4998One Parkway North Center, 5th Floor
  
  Fax 847-236-5453Deerfield, IL 60015
  
  wnrothman@apacmail.com   Warren N. Rothman Senior Vice President Human Resources   January 6,
2000  Mr. Daniel S.
Hicks 16631 Wright
Circle Omaha, NE
68130  Dear Dan:  This is to
confirm that should your employment with the company terminate for Good
Reason following a Change of Control (terms defined in my December 27, 1999
letter to you), this will not be construed as a voluntary termination
per the terms of the Employee Reimbursement Agreement attached to the
above-referenced December 27, 1999 letter.  Sincerely,   /s/ Warren N.
Rothman Warren N.
Rothman Senior Vice
President, Human
Resources     I have received
and understand the terms detailed above.   /s/ Daniel S. Hicks
  
  1-7-00Daniel S. Hicks
  Date    
   APAC Customer
Services, Inc. Employee
Reimbursement Agreement  Employee:
  Dan HicksNew Department:
  Inbound SBU
  
  New GL Number:New Position:
  Vice President  In order to receive relocation benefits under
the Deerfield Relocation Program, this Employee Reimbursement Agreement must be
completed, signed and returned to U.S. Relocation prior to commencement of any
benefits. U.S. Relocation will return the fully executed Agreement to the
appropriate manager to be place in your file.  This
Agreement between APAC Customer Services, Inc. (the Company) and the Employee
identified above, is effective on JAN 7, 2000. 
In consideration of the material promises herein, the parties agree as
follows:  The Company
agrees to pay the relocation benefits under the Deerfield Relocation Program
(the Benefits) to assist Employee and Employees family and household members
to relocate to the Deerfield, Illinois area.  Employee
agrees to relocate to the Deerfield, Illinois area to assume the new position
with the Company identified above. 
Employee further agrees to reimburse the Company the amounts specified
below if, within 24 months of the relocation, (i) Employee voluntarily
terminates his employment with the Company, or (ii) the Company terminates
Employee for cause, which means termination of your employment due to (a)
gross misconduct or gross negligence in the performance of your employment
duties, (b) commission by you 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, or (c) refusal to comply with
lawful directives, rules or policies of the company.  In the event
that Employee is obligated to reimburse the Company in accordance with the
above paragraph, Employee will reimburse the percentage of the Benefits shown
in the following schedule within 30 days of termination:  Length of Service
  From Relocation
  
  Percentage of Benefit
  to be Reimbursed12 months or less
  
  100
  %At least 12 months,But less than 24 months
  
  50
  %As least 24 months
  
  0
  %  Employee
agrees that such reimbursement may be withheld from any final wages, including
vacation pay, due at the time of his termination.  Employee further agrees that he will execute any required
withholding agreement that the Company determines necessary.  
   Employee
specifically agrees and acknowledges that his employment that his employment
with the Company is one of at will and this document does not create a
contract of employment for any specific period of time or in any way alters at
will status, meaning that either you or the Company are free to terminate the
employment relationship at any time for any reason.  Employee also specifically agrees and acknowledges that receipt
of relocation benefits does not extend or guarantee him employment in any way
or any specified period of time.  EMPLOYEE
  APAC CUSTOMER SERVICES, INC.By:
  /s/ Daniel S. Hicks
  
  By:
  /s/ Warren N. RothmanDate:
  1-7-00
  
  Date:
  1/7/00    
   APAC Customer Services, Inc.
  
  Phone 847-374-4998One Parkway North Center, 5th Floor
  
  Fax 847-236-5453Deerfield, IL 60015
  
  wnrothman@apacmail.com   Warren N. Rothman Senior Vice President Human Resources   December 27,
1999  PERSONAL
AND CONFIDENTIAL  Mr. Dan Hicks 16631 Wright
Circle Omaha, NE
68130  RE: Deerfield
Relocation Program  Amended  Dear Dan:  Welcome to our
corporate headquarters! On behalf of APAC Customer Services, I am pleased to
present you with a comprehensive relocation package for your move to the
Deerfield, Illinois area.  This letter
is merely intended to outline the key components of the Deerfield Relocation
Program for your information.  More
specific information about the Program will be provided to you shortly from
U.S. Relocation, our relocation partner.  Relocation
Program  1.The
Company-provided benefits under the Program are as follows:  a.Marketing
assistance with the sale of your home in Omaha, Nebraska via a realtor referred
to you by U.S. Relocation.  b.Payment of closing
costs associated with the sale of your home in Omaha, including realtor
commission and other costs normally paid by the seller.  c.Payment for the
move and complete unpack of your household goods and personal possessions from
your home in Omaha to your new home in the Deerfield, Illinois area.  d.Payment of a moving
allowance in the amount of $10,000 (net of taxes) to assist you with miscellaneous
expenses.  e.Home finding
assistance in the Deerfield, Illinois area via a realtor associated with one of
the Companys preferred relocation partners.  
   Mr. Dan Hicks
  December 27, 1999
  Page 2  f.Payment of any
points and loan origination fees associated with your new mortgage on your new
home in the Deerfield, Illinois area, up to 2% of the principal amount of your
new mortgage.  g.Payment of any fees
associated with the purchase of your new home in the Deerfield, Illinois area
normally paid for by the buyer, such as recording fees, title/abstract fees and
home inspections, up to 1% of the principle amount of your new mortgage.  h.Payment (to be
applied toward your new mortgage) of an amount (net of taxes) that, in addition
to the proceeds from the sale of your current home, will maintain your current
equity position (estimated to be 33.9%) in your new home in the Deerfield,
Illinois area.  (We estimate this amount
to be approximately $133,825, but it could be more or less depending on your actual
current equity position and the sale price of your current home.)  i.Payment of a
monthly mortgage subsidy (net of taxes) for five years.  This payment will equal 100% of the
difference, if any, between the total monthly payments (including principle,
interest, and property taxes) on your home in Omaha and your new home in the
Deerfield, Illinois area for the first three years, 75% of the difference for
Year 4, and 50% of the difference for Year 5.  j.Duplicate
mortgage protection for up to 3 months on your Omaha home, once you have closed
on your Chicago area residence.  k.A bridge loan,
secured by the equity in your Omaha home, will be available to enable you to
close on your Chicago area home.  l.Additional
services, such as temporary housing and household goods storage, are available
to you, as your individual situation requires.  
   Mr. Dan Hicks
  December 27, 1999
  Page 3   2.To be eligible for
these relocation benefits, you must execute an Employee Reimbursement Agreement
under which you agree to reimburse the Company in the event that, within 24
months of your move to Deerfield, Illinois, you voluntarily terminate your
employment or the Company involuntarily terminates your employment for
Cause.  An Employee Reimbursement
Agreement is attached for your review and signature.  3.Relocation benefits
that are subject to tax will be grossed-up for tax purposes.  The amount of the payments for these
relocation benefits will be reflected on your W-2 at the end of the year.  Compensation  1.Your 20% increase
in base compensation from $170,000 to $204,000 (annual amount is stated for
convenience and not intended as a contract) will become effective when you
complete the relocation of your household to the Deerfield, Illinois area.  Your relocation must be complete by April
30, 2000, although we are aware of the tight housing market and your commitment
to be working full-time in Deerfield by that date.  2.Your annual bonus
opportunity will be consistent with that available to executives at your level
in the organization as it exists from year to year.  For 2000, this opportunity is 15%-30%-45% of base salary for
threshold-target-maximum performance, respectively.  3.Upon signing this letter and the
enclosed Employee Reimbursement Agreement, and subject to the approval of the
Compensation Committee, you will be granted options to purchase 15,000 shares
of APAC stock at an exercise price equal to the mean between the high and low
prices at which APACs common stock trades on the day you sign these documents
as  
   Mr. Dan Hicks
  December 27, 1999
  Page 4   reported by Bloomberg Financial Markets.  Such options will vest at the rate of 20% per year during the
first five years of the options ten-year term.  In addition, you will be eligible to participate in APACs going
forward performance-based stock option plan, and will be eligible for
additional awards pursuant to this plan.  4.With respect to the stock options
granted pursuant to this letter as well as all other options granted to you, in
the event of a Change Control (as defined below), 50% of the unvested portion
of all outstanding options shall be fully and immediately vested; the balance
shall vest if within one (1) year of the Change of Control, your employment
with APAC terminates for Good Reason (as hereinafter defined).  For purposes hereof, the term Good Reason shall mean any of (i) your
dismissal from employment by APAC, other than for Cause (as defined below),
(ii) your voluntary resignation within ninety (90) days following (A) a
material alteration in your title, duties or responsibilities or (B) relocation
of your office by more than twenty (20) miles from both your current personal
residence and Deerfield, Illinois or (C) reduction in your base salary or
Incentive Bonus participation; provided such voluntary resignation shall be
upon no less than thirty (30) days prior written notice and the reasons
specified therein are not cured during the (30) day period immediately
following such notice.  5.Finally, if APAC
terminates your employment other than for Cause, you will be entitled to
receive severance payments equal to twelve (12) months base salary.  Termination for Cause means termination of
your employment due to (a) gross misconduct or gross negligence in the performance
of your employment duties, (b) commission by you 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, or (c) refusal
to comply with lawful directives, rules or policies of the Company.  
   Mr. Dan Hicks
  December 27, 1999
  Page 5   More detailed
information about these benefits will be provided in the Program materials from
U.S. Relocation.  The description in
those materials will govern over this summary. 
Any questions you may have about the Relocation Program should be
directed to Cindy Corkery, Director, Corporate Recruiting.  Please direct all questions about
compensation to me.  Also, please note
that by signing this letter, you agree that it supercedes the relevant terms
outlined in your September 7, 1999 letter, as well as any other oral or written
commitments made to you.  Once again,
welcome to Deerfield.  You are an
important asset to the Company, and Peter, Clark and I look forward to having
you on the team.  Sincerely,/s/ Warren N. RothmanWarren N. RothmanSenior Vice PresidentHuman ResourcesWNRplEnclosuresCc:
  Cindy CorkeryClark SissonPeter Leger     Accepted by:/s/ Dan HicksDan HicksDated:  1-5-00   
     ATTACHMENT
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 a 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) (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 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)(l)(i) (as in effect on the date hereof) 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 public company, then 33-1/3 shall be substituted for 50% in
clauses (i), (ii), and (v) of the first sentence of this paragraph. 
   APAC Customer Services, Inc.
  
  Phone 847-374-4998One Parkway North Center, 5th Floor
  
  Fax 847-236-5453Deerfield, IL 60015
  
  wnrothman@apacmail.com   Warren N. Rothman Senior Vice President Human Resources   PERSONAL
AND CONFIDENTIAL  September 7,
1999  Mr. Dan Hicks 16631 Wright
Circle Omaha, NE
68103  Dear Dan:  I am pleased
to confirm the recent discussions you have had with Clark.  Specifically:  1.Your
base salary has been increased to $170,000, effective August 16, 1999.  2.Your
bonus for the July-December, 1999 period under the Management Bonus Plan (MBP)
will be guaranteed at the 50% funding level, or $17,000 (less withholding).
This payment is contingent on you being actively employed by the company on the
date the MBP bonuses are paid, consistent with the updated terms of the Plan.  3.Regarding
your stock options (total of 150,000 granted through August 3, 1999), in the
event there is a change of control of the power to vote APACs common stock,
and if thereafter you are dismissed from employment other than for gross
negligence or cause (as said term is defined in APACs stock option grant
materials), you will then be fully vested in all of the above-mentioned stock
options.  We look
forward to your continued contributions to the company going forward.  Best personal
regards!  Sincerely,   /s/ Warren N.
Rothman Warren N.
Rothman Senior Vice
President Human
Resources  WNR:ca  Cc: Clark
Sisson