Exhibit 10.13

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 [describe
position]; 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 terms shall have the meanings set forth below:



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2.Term.The term of this Agreement shall be the period commencing on the date first set forth above 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 (i) the Employer terminates the Executive's Employment without
Cause coincident with or at any time within 12 months following a Change in Control; or (ii) the Executive terminates the Executive's Employment by resignation due to an event
constituting Good Reason that occurs coincident with or at any time within 12 months following a Change in Control, the Executive shall be entitled to receive the following:



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.



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.



7.Section 280G.Notwithstanding any provision of this Agreement to the contrary, in the event that:



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8.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.

9.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 the 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, as amended; the Americans With Disabilities Act of 1990, as amended; the Family Medical Leave Act,
as amended; the Employee Retirement Income Security Act of 1974, as amended; or any other federal, state or local statute or ordinance,but excludeclaims 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.

10.Assignment.Except as provided above in Paragraph 8, the Employer may not assign this Agreement, or any
rights, duties or obligations hereunder,except thatthe Employer's rights, duties, and obligations shall be binding obligations of any successor, as
provided in Paragraph 1(h)(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.

11.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 above 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. The Executive, the Executive's spouse, or other beneficiary shall not 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.

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12.Miscellaneous.





| | APAC CUSTOMER SERVICES, INC.
| | ----------------------------
| | By:                         
| | EXECUTIVE                   
| | Name                        

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