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                                                                   Exhibit 10.16

(FTI PALLADIUM PARTNERS LOGO)                             FTI Palladium Partners
(Illegible)                                               (Illegible)

November 14, 2005

Mr. Brian Mueller
President
Apollo Group, Inc.
4615 East Elwood Street
Phoenix, AZ 85040

Dear Mr. Mueller:

1.   INTRODUCTION

     This letter confirms the engagement of FTI Palladium Partners, a division
     of FTI Consulting, Inc. and its wholly owned subsidiaries (collectively
     referred as FTI) by Apollo Group, Inc. ("you", "your" or "Apollo Group" or
     the "Company") to provide certain employees to the Company to assist it
     with the services described below (the "Engagement"). This letter of
     engagement and the related supporting schedules constitute the engagement
     contract (the "Engagement Contract") pursuant to which the Services will be
     provided.

2.   SCOPE OF SERVICES

     To the extent requested by you. FTI will provided the following individuals
     to work with you and your team in connection with the services (the
     "Services") outlined below:

     -    Provide the services of Joseph L. D'Amico (D'Amico") to serve as the
          interim chief financial officer (the "CFO") of the Company, reporting
          directly to the President and Chief Executive officer. In the capacity
          of interim CFO, D'Amico will enjoy the same full and free access to
          the Board of Directors and its Committees as other members of the
          senior management of Apollo Group as specified in the Corporate
          Governance Guidelines of the Board of Directors and, to the extent
          determined by the Board of Directors from time to time, will be
          granted the right to attend and participate (but not vote) in the
          meetings of the Company's Board of Directors, or its Committees, as an
          observer (it being understood that the Board of Directors of the
          Company may from time to time meet in "executive session" or otherwise
          ask that certain or all non-directors not attend such meeting or a
          portion thereof) (such role referred to as "Board observer");

     -    Provide oversight and consultation by Greg Rayburn, FTI, Palladium
          Partners founder and practice leader, on specific issues as determined
          by the Company and


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     -    To the extent determined by mutual agreement of you and D'Amico,
          provide the services of other temporary employees (the "Temporary
          Employees") to support D'Amico in his role as CFO and in the
          accomplishment of the following specific aspects of the Service in
          coordination with the Company's senior management and assigned
          permanent employees:

          1.   Lead the Company's efforts to determine the appropriate
               accounting for stock options given the results of the recent
               investigation and restate the financial statements for required
               periods.

          2.   Lead the Company's efforts to determine and minimize to the
               extent possible the tax impacts of the stock option dating issue;

          3.   Lead the Company's efforts to catch up on all filing requirements
               of the NASDAC and SEC;

          4.   Lead the Company's efforts hire a permanent CFO;

          5.   Work with management to insure that the books and records are
               compliant in all respects and to insure that the Company is
               responsive to third party auditors and facilitates completion of
               the audit process;

          6.   Work with management to further identify and implement both
               short-term and long-term process improvement and control
               initiatives within the finance organization;

          7.   Work with management on any acquisitions that may be
               contemplated;

          8.   Assist in the communication with investors, vendors, regulators
               as required;

          9.   Oversee the day-to-day and month-end-functions of the accounting
               organization and

          10.  Assist as appropriate in any treasury activities;

          11.  Assist in the preparation and analysis of operating and financial
               budgets for future periods;

          12.  Assist management, if required, in the development of and
               Implementation of cash management strategies, tactics and
               processes;

          13.  Assist management, if required, with the development of a revised
               business plan, and such other related forecasts as appropriate
               and

          14.  Provide such other similar services as may be requested by the
               Board of Directors or President;


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     We will keep you informed as to our staffing and will not add additional
     Temporary Employees to the assignment without first obtaining your consent
     that such additional resources are required and do not duplicate the
     activities of other employees or professionals. Moreover, we will attempt
     to utilize Company personnel to fulfill such roles and will take such steps
     as may be necessary to avoid duplication with the Company's other
     professionals. Furthermore, we will obtain your consent as to the areas of
     responsibility being filled by all Temporary Employees and will adjust the
     staffing level upwards or downwards as you direct.

     Based upon our understanding of the situation and the importance of getting
     the restatement done as quickly as possible, we contemplate needing at
     lease two (maybe 3) substantially full time Temporary Employees to assist
     D'Amico to manage specific aspects of the restatement process as well as
     the part time, specific expertise to address issues such as taxes. D'Amico
     will lay out a specific plan next week to review with you so you understand
     why these individuals are needed and his strategy for getting the project
     done quickly and efficiently.

     In addition to these specific services, we understand that at your request
     and to the extent appropriate, such Temporary Employees may be asked to
     participate in meetings and discussions with the Company, its lenders,
     other constituencies and their respective professionals.

     The Services of the Temporary Employees may be performed by FTI or by any
     subsidiary of FTI, as FTI shall determine in consultation with the Company.
     FTI may also provide, with the prior approval of the Company, non-officer
     Services through agents or independent contractors. References herein to
     FTI and its employees shall be deemed to apply also, unless the context
     shall otherwise indicate, to employees of each such subsidiary and to any
     such agents or independent contractors and their employees. Prior to
     providing services hereunder, each Temporary Employees, FTI subsidiary,
     agents, independent contractor and employee thereof shall execute a
     confidentiality agreement similar to the Confidentiality Agreement (as
     defined in Section 4). Additionally, each Temporary Employee and FTI or FTI
     Subsidiary employee, agent, or independent contractor assigned to the
     Services for the Company shall also agree to abide by the terms and
     conditions of all policies and procedures of the Company, including without
     limitation the Company's Business Conduct Policy, Corporate Governance
     Guidelines, Code of Ethics and Whistleblower Policy.

3.   NO ASSURANCE ON FINANCIAL DATA

     Because of the time and scope limitations implicit in the Engagement, the
     depth of our analyses and verification of the data is significantly
     limited. We understand that our Temporary Employees are not being requested
     to perform and audit or to apply generally accepted auditing standards or
     procedures. We further understand that all of our professionals are
     entitled, except in the event that it is unreasonable to do so, to rely on
     the accuracy and validity of the data disclosed to us or supplied to us by
     the Company's officers, directors, employees and agents. We will not be
     under any obligation to update data submitted to us or extend our
     activities beyond the scope set.


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     forth herein, unless we agree to do so upon your specific request. Further,
     due to the factors referenced in this paragraph, any periodic oral and/or
     written reports provided by us will not provide assurances concerning the
     integrity of the information used in our analyses an on which our findings
     and advice to you may be based.

4.   Privileged and Confidential Information and Work Product

     The Company acknowledges that all advice (written or oral) given by the
     Temporary Employees to the Company in Connection with the Engagement is
     intended solely for the benefit and use of the Company (limited to the
     Board of Directors and management) and we understand that the Company has
     agreed to treat any advice received from us, whether orally or in writing,
     confidential and, except as provided in this Engagement Contract, will not
     publish, distribute or disclose in any manner any advice developed by or
     received from us without our prior written approval (except to the
     Company's respective officers, directors employees, attorneys, advisors,
     lenders, or prospective tender and person who have a need to know such
     information in order to perform services under this Engagement Contract.
     Such approval shall not be unreasonably withhold, Our approval is not
     needed if (a) the advice sought its required to be disclosed by law or the
     rules of the NASDAQ Market or any stock exchange upon which the Company's
     stock is listed or by an order binding on the Company or us, issued by a
     court having competent jurisdiction over the Company or us, as applicable
     (unless such order specifies that the advice to be disclosed is to be
     placed under seal) provided however that the Company shall provide FTI with
     prompt written notice of such requirement, (b) such information is
     otherwise publicly available (c) the disclosure is of information in the
     possession of the Company prior to this Engagement or is independently
     developed by the Company, or (d) the disclosure is of information acquired
     from a third party who, to the Company's knowledge owes no obligation of
     confidence with respect to such information.

     We agree that all non-public, confidential or proprietary information
     ("information") that is received by us from the Company or the Company's
     accountants or outside counsel in connection with this engagement will be
     subject to the separate Confidentiality Agreement dated as of November
     ____, 2006 (the "Confidentiality Agreement") between FTI and the Company.

5.   Fees

     Our agreed upon compensation for the services to be rendered pursuant to
     this letter agreement is set forth on Schedule I. FTI will also bill for
     reasonable allocated and direct expenses as set forth on Schedule I. For
     D'Amico only, we will bill you $5,000 per month as an allowance for costs
     in lieu of hotel, transportation and meals. The Company will also pay for
     D'Amico's round trip first class (or upgraded) air travel from Chicago to
     Phoenix except when D'Amico stays over any weekend in Scottsdals and does
     not return to Chicago.

     We will require a retainer (the "Retainer") of $200,000 due upon the
     execution of this.


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     Engagement Contract. We will further submit to the Company monthly invoices
     (or more frequently at FTI's discretion) for services rendered and expenses
     incurred by additional temporary employees, which are due within 15
     business days of receipt. Upon the conclusion of this engagement, the
     Retainer either will be returned to the Company upon payment in full of all
     of our outstanding Invoices or, in our sole discretion, applied to any
     outstanding invoice.

     It is understood that if employees of FTI are required to testify at any
     administrative or judicial proceeding relating to this matter (whether
     during the term of this letter agreement or after termination), FTI will be
     compensated by the Company at the regular hourly rates for each such
     employee, in effect at the time, (except that during the term of this
     letter agreement any compensation for such activities by Temporary Employee
     assigned full time to the Company shall be subsumed by the monthly
     compensation rate being invoiced to the Company) and reimbursed for
     reasonable out-of-pocket expensed (including counsel fees).

     The Company agrees to promptly notify FTI if it extends (or solicits the
     possible interest in receiving) an offer of employment to a principal or
     employee of FTI involved in this Engagement and agrees that it will pay FTI
     a cash fee, upon hiring equal to 150% of the aggregate first year's
     annualized compensation, including any guaranteed or target bonus to be
     paid to FTI's former principal or employee that the Company or any of its
     subsidiaries or affiliates hires at any time up to one year subsequent to
     the date of the final invoice rendered by FTI with respect to this
     Engagement.

6.   Conflicts of Interests

     Based on the list of interested parties (the "Potentially Interested
     Parties") provided by you, we have undertaken a limited review of our
     records to determine FTI's professional relationships with the Company and
     its significant parties-in-interest. From the results of such review, we
     are not aware of any conflicts of interests or relationships that would
     preclude us from performing the above Services for you.

     As you know however, we are a large consulting firm with numerous offices
     throughout the United States. We are regularly engaged by new clients,
     which may include one or more of the Potentially interested Parties. We
     will not accept an engagement that directly conflicts with this Engagement
     without your prior written consent.

7.   Indemnification/ Limitation of Liability

     The Company agrees to indemnify, hold harmless and defend FTI against any
     and all losses, claims, damages, liabilities, penalties, judgments, awards,
     amounts, paid in settlement, reasonable out-of-pocket costs, fees, expenses
     and disbursements including, without limitation, the reasonable
     out-of-pocket costs, fees, expenses and disbursements, as and when incurred
     of investigating preparing or defending any action, suit proceeding or
     investigation (whether or not in connection with proceedings


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     or litigation in which FTI is a party), directly or indirectly caused by,
     relating to, based upon, arising out of or in connection with the
     engagement of FTI by the Company or any services rendered pursuant to such
     engagement; provided that the Company will not be responsible for payment
     of indemnification amounts hereunder (and any indemnified person shall
     reimburse the Company for indemnification amounts already paid) that are
     determined by a final judgment of all court of competent jurisdiction to
     have resulted from an indemnified person's bad faith, self dealing, gross
     negligence or willful misconduct. These indemnification provisions extend
     to the officers, directors, principals, members, managers, stockholders,
     employees, representatives, agents and counsel of FTI and shall survive the
     termination or expiration of the engagement. The contract rights to
     indemnification conferred in this paragraph shall not be exclusive of any
     other right that nay indemnified person may have or hereafter acquire under
     any statute, agreement, order of a bankruptcy court of pursuant to any
     directors and officers liability, insurance policy (including any such
     policy identified in Schedule I). The Company shall also reimburse any
     indemnified person for all reasonable out-of-pocket expense incurred in
     connection with enforcing such indemnified person's rights under this
     letter agreement.

     In addition to the above indemnification, FTI personnel serving as
     employees of the Company will be entitled to the benefit of the most
     favorable indemnities provided by the Company to its officers and
     directors, whether under the Company's by-laws, certificate of
     incorporation, by contract or otherwise.

     The Company agrees that it will specifically include and cover D'Amico (and
     any other employee of FTI who, at the request of the Board of Directors of
     the Company, FTI agrees will serve as an officer of the Company) under the
     Company's policies for directors' and officers' insurance. This Company
     agrees to also maintain insurance coverage for D'Amico for a period of not
     less than two (2) years following the date of termination of such FTI
     employee's services hereunder. If such coverage is not provided by the
     Company, then FTI shall have the right to terminate this letter agreement
     upon notice to the Company. The provisions of this section 7 are in the
     nature of contractual obligation and no change in applicable law or the
     Company's charter, by-laws or other organizational documents or policies
     shall affect any of Mr. D'Amico's rights hereunder. The obligations of the
     parties as reflected herein shall survive the termination of the
     Engagement.

     The parties intend that an independent contractor relationship will be
     created by this letter agreement. As an independent contractor, FTI will
     have complete and exclusive charge of the management and operation of its
     business, including hiring and paying the wages and other compensation of
     all its employees and agents, and paying all bills, expenses and other
     charges incurred or payable with respect to the operation of its business.
     None of FTI's employees serving as a Temporary Employee, including D'Amico
     in his capacity as CFO of the Company, will be entitled to receive from the
     Company any salary, bonus, compensation, vacation pay, sick leave,
     retirement, pension or social security benefits, workers compensation,
     disability, unemployment insurance benefits or any other Company employees
     benefits. FTI will be responsible


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     for all employment, withholding, income and other taxes incurred in
     connection with the operation and conduct of its business (including those
     related to D'Amico and the Temporary Employees).

     The Company acknowledges and agrees that FTI shall have no liability as a
     result of your retention of FTI, the execution and delivery of this
     Engagement Contract, the provision of services or other matters relating to
     or arising from this Engagement Contract, other than liabilities that shall
     have been determined by final non-appealable order of a court of competent
     jurisdiction to have resulted from the gross negligence or willful
     misconduct of FTI or its employees. Without limiting the generality of the
     foregoing, in no event shall FTI be liable for consequential, indirect or
     punitive damages, damages for lost profits or opportunities or other like
     damages or claims of any kind. In no event shall FTI's liability under this
     Engagement Contract exceed the total amount of professional fees paid by
     you to FTI under this Engagement Contract.

8.   WAIVER OF JURY TRIAL/DISPUTE RESOLUTION

     The Company agrees that neither it nor any of its assignees or successors
     shall (a) seek a jury trial in any lawsuit, proceeding, counterclaim or any
     other action based upon or arising out or in connection with the engagement
     of FTI by the Company or any services rendered pursuant to such engagement
     or (b) seek to consolidate any such action with any other action in which a
     jury trial cannot be or has not been waived. The provisions of this
     paragraph have been fully discussed by the Company and FTI and shall be
     subject to no exceptions.

9.   TERM OF ENGAGEMENT

     This letter agreement shall be effective as of the date hereof and shall
     continue in effect until termination or completion of our engagement
     hereunder. Either you or we may terminate this letter agreement and our
     engagement any time upon the giving of at least ten (10) business days
     prior written notice to the other party or immediately by either party for
     Cause or upon a material breach of this Agreement by the other party
     Termination shall not affect our right to receive payment for services
     performed reimbursement for reasonable out-of-pocket expenses properly
     incurred (in accordance with the terms of this letter agreement), except in
     the event of a termination by the Company for Cause or due to a material
     breach by FTI of this Agreement, or the Company's obligations under section
     7 herein. In the event of termination, other than by the Company for Cause
     or material breach by FTI, prior to the end of a calendar month, you agree
     to pay us a pro rata portion of any set monthly compensation based upon the
     number of days elapsed in the month up to the effective time of
     termination.


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     For purposes of this Engagement Contract, "Cause" shall mean if (i) any of
     the offices or directors of the Company or the officers, directors,
     principals or other management level employees of FTI is convicted of,
     admits guilt in a written document filed with a court of competent
     jurisdiction to, or enters a plea of nolo contendere to, an allegation of
     fraud, embezzlement, misappropriation or any felony, (ii) any of the
     officers of the Company willfully disobeys a lawful direction of the Board
     of Directors; or (iii) a material breach of any of FTI's or the Company's
     material obligations under this Engagement Contract which is not cured
     within thirty (30) days of the written notice to breaching party describing
     in reasonable detail the nature of the alleged breach.

     If any provision of this Engagement Contract shall be invalid or
     unenforceable, in whole or in part, then such provision shall be deemed to
     be modified or restricted to the extent and in the manner necessary to
     render the same valid and enforceable, or shall be deemed excluded from
     this letter agreement, as the case may require, and this letter agreement
     shall be construed and enforced to the maximum extent permitted by law as
     if such provision had been originally incorporated herein as so modified or
     as if such provision had not been originally incorporated herein, as
     applicable.

     This Engagement Contract and each related confidentiality agreement
     constitute the entire understanding between the parties with respect to the
     subject matter and supercede all prior written and oral proposals,
     understandings, agreements and/or representation, all of which are merged
     herein. Any amendment or modification of this letter agreement shall be in
     writing and executed by each of the parties hereto.

10.  GOVERNING LAW AND JURISDICTION

     This Engagement Agreement shall be governed by and construed and enforced
     in accordance with the laws of the State of New York. The Courts of New
     York shall have exclusive jurisdiction in relation of any claim, dispute or
     difference concerning the Engagement Agreement and any matter arising from
     it. The parties hereto irrevocably waive any right they may have to object
     to any action being brought in these Courts, to claim that the action has
     been brought to an inconvenient forum or to claim that those Courts do not
     have jurisdiction.

11.  NOTICE

     All notices required or permitted to be delivered under this Engagement
     Contract shall be sent, if to us, to the address set forth above, to the
     attention of Eric Miller, and if to you to the address for you set forth
     above, to the attention of your General Counsel, or such other name or
     address as may be given in writing to the other party. All notices under
     the Engagement Contract shall be sufficient if delivered by facsimile or
     overnight mail. Any notice shall be deemed to the given only upon actual
     receipt.

12.  CONTINUATION OF TERMS

     The terms of the Engagement Contract that by their context are intended to
     be performed after termination or expiration of this Engagement Contract,
     including but not

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     limited to, section 4 and section 7, are intended to survive such
     termination or expiration and shall continue to bind all parties.

13.  CITATION OF ENGAGEMENT

     Notwithstanding anything to the contrary contained herein, after the
     engagement of FTI becomes a matter of public record, we shall have the
     right to disclose our retention by the Company or the successful completion
     of its services hereunder in marketing or promotional materials placed by
     FTI, at its own expenses, in financial and other newspapers or otherwise.

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We look forward to working with you on this matter. Please sign and return a
copy of this letter signifying your agreement with the terms and provisions
herein. If you have any questions, please contact Greg Rayburn at 336-407-4857
(cell) or D'Amico at 917-992-1266 (cell)

Very truly yours,

FTI Consulting, Inc.


By: /s/ Joseph L. D'Amico
    ---------------------------------
    Joseph L. D'Amico
    Senior Managing Director

Date:
      ------------------------------


Agreed by: Apollo Group, Inc.


By:
    ---------------------------------
    Brian Mueller
    President

Date:
      -------------------------------


By:
    ---------------------------------
    John G. Sperling
    Chairman

Date:
      -------------------------------


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                                                                      SCHEDULE 1

                            Compensation Requirements

FTT will be paid a monthly fee in the amount of $125,000 on the first business
day of each month for the full-time engagement of Joe D'Amico in the performance
of the Services Fees in connection with this Engagement for the additional
Temporary Employees will be based upon the time spent in providing the Services,
multiplied by our standard hourly rates, which are eligible for an agreed upon
discount, are summarized as follows:

                                    Per Hour

<TABLE>
<S>                           <C>
Senior Managing Director      $595-655
Director / Managing Director  $435-590
Associates / Consuitants      $215-405
Administrative                $ 95-176
</TABLE>

As deemed appropriate and necessary and in accordance with the Engagement
Contract, in addition to the Temporary Employees, experts or individuals from
FTI's specialty service areas, including but not limited to tax and/or insurance
consulting, may be called upon to perform specific advising form time to time.
Fees for these individuals will be based upon their time reasonably spent in
providing those specialty services, multiplied by their hourly rates.

Hourly rates are subject to periodic adjustment. We will notify you of any such
changes to our rates. Note that we do not provide any assurance regarding the
outcome of our work and our fees will not be contingent on the results of such
work. In addition to the fees outlined above, FTI will also bill for reasonable
allocated and direct expenses which are likely to be incurred on your behalf
during this Engagement. Allocated expenses include the cost of items which are
not billed directly to the engagement, including administrative support and
other overhead expenses that are not billed through as direct reimbursable
expenses, and are calculated at 6.0% if FTI's standard professional rates,
Direct expenses include reasonable and customary out-of-pocket, expenses which
are billed directly to the Engagement such as certain telephone, overnight mail,
messenger travel meals, accommodations and other expenses specifically related
to an Engagement.

Performance Fee

We expect that our services will be of substantial value to Apollo and such
value may exceed the contractual fees charged by FTI. The Company may, in the
sole discretion of the Chairman and President, subject to the approval of the
Board of Directors or any of its Committees, pay FTI a peroformance fee in an
amount they determine should any such fee


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be warranted. The performance fee, if any, can be paid in each or freely
tradable and unrestricted Apollo common stock.


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