APAC TELESERVICES INC, 10-K, 1998-03-30

APAC TELESERVICES INC
10-K, 1998-03-30
BUSINESS SERVICES, NEC

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 28, 1997
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from __ to ___

Commission file number: 0-26786

APAC TELESERVICES, INC.
(Exact name of registrant as specified in its charter)
Illinois 36-2777140
(I.R.S. Employer
(State or other jurisdiction of Identification No.)
incorporation or organization)

One Parkway North Center, Suite 510, Deerfield, Illinois 60015
(Address of principal executive offices)

Registrant's telephone number, including area code: (847) 374-4980

Securities registered pursuant to Section 12(b) of the Act:

Names of each exchange
Title of Each Class on which registered

None None
Securities registered pursuant to Section 12(g) of the Act:

Common Shares, $0.01 Par Value
(Title of class)

Indicate by check mark whether the Registrant (l) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

As of March 23, 1998, 48,993,647 Common Shares were outstanding.

The aggregate market value of the Registrant's Common Shares held by
nonaffiliates on March 23, 1998 was approximately $1,015,580,148.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Registrant's Annual Report to Share Owners
are incorporated by reference in Part II

Certain portions of the Registrant's Proxy Statement for Annual Meeting
of Share Owners to be held on May 19, 1998 are incorporated by reference in
Part III

PART I

ITEM 1. BUSINESS.

GENERAL

APAC TeleServices, Inc. and its subsidiaries ("APAC" or the "Company")
provides high volume telephone-based sales, marketing and customer management
solutions for corporate clients operating in the business and consumer products,
parcel delivery, financial services, insurance, retail, technology,
telecommunications and utilities industries throughout the United States. The
Company's client base is comprised of large companies with the need for cost-
effective means of contacting and servicing current and prospective customers.
The Company operates and manages 10,770 workstations in 68 Customer Optimization
Centers. The Customer Optimization Centers are managed centrally through the
application of extensive telecommunications and computer technology to promote
the consistent delivery of quality service. The Company's net revenue for fiscal
1997 was $356.4 million, an increase of $80.0 million or 28.9% compared to
fiscal 1996. The Company had a net loss for fiscal 1997 of $1.2 million or
$0.03 per share compared to net income of $30.6 million or $0.64 per share for
fiscal 1996. The Company recorded special charges of $23.0 million in fiscal
1997 related to acquired in-process research and development and associated
software impairment in connection with the acquisition of Paragren Technologies,
Inc. ("Paragren"). In addition, in the fourth quarter of fiscal 1997 the
Company adopted an accounting change requiring it to expense formerly
capitalized and unamortized business process reengineering costs related to the
installations of internal computer systems; the Company recorded a net charge of
$2.2 million as the cumulative effect of such change. Prior to the impact of
the special charges and the cumulative effect of the accounting change, net
income for fiscal 1997 was $22.8 million or $0.47 per share. The Company has
three primary service offerings: Outbound Sales and Marketing Solutions ("Sales
Solutions"), Inbound Customer Service Solutions ("Service Solutions"), and
Paragren software and services.

SALES SOLUTIONS

Services. Sales Solutions provides outbound sales support to consumers and
businesses, market research, targeted marketing plan development and customer
lead generation, acquisition and retention. Sales Solutions generated $182.9
million of net revenue, or 51.3% of the Company's total net revenue, in fiscal
1997, an increase of $41.0 million or 28.9% compared to fiscal 1996.

Sales Solutions activities typically begin when APAC calls a consumer or
business prospect targeted by one of its clients to offer the client's products
or services. Prospect information, which APAC typically receives electronically
from its clients, is selected to match the demographic profile of the targeted
customer for the product or service being offered. APAC's data management system
sorts the prospect information and delivers it to one of the Sales Solutions
Customer Optimization Centers. Computerized call-management systems utilizing
predictive dialers automatically dial the telephone numbers, determine if a live
connection is made, and present connected calls to a telephone sales
representative who has been specifically trained for the client's program. When
a call is presented, the prospect's name, other information about the prospect,
and the program script simultaneously appear on the telephone sales
representative's computer screen. The telephone sales representative then uses
the script to solicit an order for the client's product or service or to request
information which will be added to the client's database. APAC's advanced
systems permit on-line monitoring of marketing campaigns allowing its clients to
refine programs while in progress.

Clients. APAC targets those companies with large customer bases and the
greatest potential to generate recurring revenue driven by their ongoing
telephone-based direct sales and marketing needs. Sales Solutions currently
specializes in three industries:

Telecommunications - APAC provides Sales Solutions services to the
telecommunications industry, primarily servicing long distance, regional and
wireless telecommunications companies. The Company's services include new
account acquisition, direct sales of custom calling features, personalized
"800" and long distance services and other customer retention services in
both the business and consumer market segments. The Company's most
significant relationship in this industry is with AT&T Corporation ("AT&T"),
which accounted for 25.7% of the Company's Sales Solutions net revenue in
fiscal 1997. Sales Solutions' net revenue from telecommunications industry
clients represented 33.7%, 39.0% and 12.9% of the Company's total Sales
Solutions net revenue, and 17.3%, 20.0% and 9.3% of the Company's total net
revenue, in fiscal years 1997, 1996 and 1995, respectively.

Insurance - APAC is a major marketer of insurance products across the United
States. The Company works with large consumer insurance companies and their
agents, marketing products such as life, accident, health, and property and
casualty insurance. The Company employs over approximately 430 insurance
agents licensed to sell insurance to consumers in a total of 49 states and
the District of Columbia. APAC has sold or issued certificates to purchase
approximately 7.6 million insurance policies for its clients since 1991.
Significant relationships in this industry include Mass Marketing Insurance
Group, J.C. Penney Life Insurance Company and American Bankers Insurance
Group, which clients accounted for 14.5%, 7.6% and 3.3%, respectively, of the
Company's Sales Solutions net revenue in fiscal 1997. Sales Solutions net
revenue from insurance industry clients represented 33.2%, 32.9% and 48.0% of
the Company's total Sales Solutions net revenue, and 17.0%, 16.9% and 34.3%
of the Company's total net revenue, in fiscal years 1997, 1996 and 1995,
respectively.

Financial Services - APAC provides sales and marketing services to many of
the largest U.S. credit card issuers. The Company's services include customer
account acquisition, credit line expansion, balance consolidation, cardholder
retention and sales of other banking products and services. Sales Solutions
net revenue from financial service industry clients represented 31.6%, 24.2%
and 32.2% of the Company's total Sales Solutions net revenue, and 16.2%,
12.4% and 23.0% of the Company's total net revenue, in fiscal years 1997,
1996 and 1995, respectively.

Sales Solutions provided services to 39 clients in fiscal 1997. Sales
Solutions operates generally under contracts that may be terminated or modified
on short notice. However, the Company tends to establish long-term relationships
with its clients. The Company generally is paid a fixed fee for each hour that
it provides a telephone sales representative under its Sales Solutions
contracts. Except for AT&T in fiscal 1997 and 1996 and Mass Marketing Insurance
Group in fiscal 1995, no Sales Solutions' client accounted for more than ten
percent of the Company's total net revenue in fiscal 1997, fiscal 1996 or fiscal
1995.

APAC also offers business-to-business account management services. These
services, positioned as APAC SalesSource, include obtaining customer record
updates, conducting customer satisfaction and preference surveys and cross-
selling client products. SalesSource services are designed to provide pro-active
customer management with the objective of account expansion and enhanced
customer retention. SalesSource services accounted for approximately 1.5% of
the Company's Sales Solutions net revenue, and 0.8% of the Company's total net
revenue, in fiscal 1997.

SERVICE SOLUTIONS

Services. Service Solutions provides inbound customer service, direct mail
response, "help" line support, and customer order processing. Certain Service
Solutions clients rely upon the Company to provide specialized telephone service
representatives such as insurance agents and computer technicians, capable of
responding to more technical inquiries from customers and prospects. Service
Solutions, which initiated full-scale offerings in late fiscal 1993, generated
$173.6 million of net revenue, or 48.7% of the Company's total net revenue, in
fiscal 1997, an increase of $39.0 million or 28.9% when compared to fiscal 1996.
APAC believes significant opportunities to generate new business in Service
Solutions exist as more companies move to outsource all or a portion of their
telephone-based marketing and customer service functions.

Service Solutions involves the receipt of a call from a client's customer or
prospect, and the identification and routing of the call to the appropriate APAC
telephone service representative. The caller typically uses a toll-free "800"
number to request product or service information, place an order for a product
or service or obtain assistance regarding a previous order or purchase. APAC
utilizes automated call distributors and digital switches to identify each
inbound call by "800" number and route the call to an APAC telephone service
representative trained for the client's program. Simultaneously with receipt of
the call, the telephone service representative's computer screen displays
customer, product and service information relevant to the call. The Company
reports information and results captured during the call to its client for order
processing, customer service and database management.

Clients. Service Solutions directs its business development efforts toward
large companies with inbound annual call volume in excess of 500,000 calls.
Within this market segment, APAC targets those companies that operate in high-
cost metropolitan areas or that are currently utilizing inefficient or expensive
technology in their customer service operations. Service Solutions provided
services to 37 clients in fiscal 1997. The Company's significant relationships
include United Parcel Service ("UPS"), AT&T, and John H. Harland Company, which
accounted for 51.3%, 7.5% and 5.1%, respectively, of the Company's Service
Solutions net revenue in fiscal 1997. In October 1997, the Company entered into
a five-year agreement to provide a major long distance telecommunications
company with inbound customer service to existing customers.

Service Solutions operates under contracts with terms up to five years.
Typically, these contracts may be terminated or modified on short notice. The
Company is generally paid a fixed fee for each hour that it provides a telephone
service representative under its Service Solutions contracts, regardless of the
number of calls handled. The client works with the Company to determine the
number of telephone representatives which are necessary to efficiently handle
the expected volume of inbound calls. Except for a major parcel delivery
company, no Service Solutions client of the Company accounted for more than ten
percent of the Company's total net revenue in fiscal 1997, fiscal 1996 or fiscal
1995.

PARAGREN

On August 19, 1997, the Company acquired all of the common and preferred
stock of Paragren Technologies, Inc. ("Paragren"). Paragren is a specialist in
software-based marketing products that help its clients maximize their customer
relationships. Its software helps its clients analyze market, customer and
sales data on a real-time basis so that they can respond more effectively to
rapidly changing opportunities and competitive challenges. Paragren's One-By-
One suite of customer intelligence software applications allows marketers to
develop strategic insights into their marketing plans and make real-time
tactical decisions. It enables users to retrieve and analyze information from
multiple sources for customer profiling and potential; marketing segmentation
and targeting; and full campaign execution and evaluation. In addition to its
software solutions, systems integration and consulting services, Paragren
designs, develops and manages consumer-panel research. This research helps
businesses learn more about their competition, customer preferences and
marketplace environment through actual purchase and behavioral data collected
over time. Panels are dedicated to specific industries, such as
telecommunications, to ensure relevance to each client's opportunities and
issues. The Company anticipates that Paragren clients will be potential clients
of the Company's Sales Solutions and Service Solutions operations and, in turn,
that Sales Solution and Service Solution clients will be potential users of
Paragren's software-based marketing products. Paragren employs approximately
174 people, primarily at its Reston, Virginia headquarters. APAC intends to
continue to operate the business conducted by Paragren.

TECHNOLOGY RESOURCES

APAC has successfully integrated call management and database marketing and
management information systems within its Customer Optimization Centers. This
proprietary Advanced Technology Platform ("ATP") provides telephone service
representatives with real-time access to customer and product information and
allows the Company to design and implement application software for each
client's program. ATP incorporates PC-based workstations, object-oriented
software modules, relational database management systems, call tracking and
workforce management systems, computer telephony integration and interactive
voice response. This technology enables telephone service representatives to
focus on assisting the customer, rather than on the technology, by providing all
necessary customer information at call arrival. In addition, ATP also helps to
decrease training time and increase call handling efficiencies.

Supporting the integration of the call handling technologies and call
management systems is First Alert, a proprietary agent productivity system,
which provides real-time information on each customer contact. First Alert
captures all call information and reports on each telephone service
representative's activities so that the Company and its clients can make real-
time decisions with respect to quality and performance.

The UNIX-based computer system that the Company has developed utilizes a "hub
and spoke" configuration to electronically link each Customer Optimization
Center's systems to the Company's operational headquarters. This open
architecture system provides APAC with the flexibility to integrate its client
server and mid-range systems with the variety of systems maintained by its
clients. By integrating with its clients' systems, APAC is able to receive calls
and data directly from its clients' in-house systems, forward calls to its
clients' in-house telephone representatives when appropriate, and report, on a
real-time basis, the status and results of the Company's services. APAC's
custom software is built on relational database technology that enables the
Company to quickly design tailored software applications that enhance the
efficiency of its call services, while providing flexible scripting and readily
accessible screen navigation.

The Company recognizes the need to ensure its operations will not be
adversely impacted by year 2000 software failures. Specifically, computational
errors are a known risk with respect to dates after December 31, 1999. The
Company is in the process of assessing its computer and telecommunications
equipment and internal computer applications to prepare for the year 2000 with
its vendors. Although the Company has not yet estimated the total costs needed
for year 2000 compliance, the Company currently believes it will be able to
upgrade and maintain its computer systems to recognize years beginning with
2000, and that the costs to do so will not have a material impact on its results
of operations and financial position. Although the Company is committed to
making its systems year 2000 compliant as soon as practical, it is uncertain as
to the extent its clients and vendors may be affected by year 2000 issues that
require commitment of significant resources and may cause disruptions in the
clients' and vendors' businesses.

SALES AND MARKETING

The Company seeks to differentiate itself from other providers of telephone-
based services by offering customized solutions that address the specialized
needs of its clients. It focuses on certain targeted industries with the highest
potential for outsourcing. The Company has developed a targeted approach to
identifying new clients and additional needs of existing clients. Often, APAC
initially develops a pilot program for a new client to demonstrate the Company's
abilities and effectiveness in telephone-based marketing and customer service.
The Company's sales personnel also assist clients in identifying high potential
customers and developing programs to reach those customers, communicate results
of the program and assist clients in modifying programs for future use. The
Company markets its services by expanding relationships with existing clients,
responding to requests for proposals, pursuing client referrals, participating
in trade shows and advertising in business publications. The Company believes
its increasingly consultative approach will enhance its ability to successfully
identify additional business opportunities and secure new business.

PEOPLE AND LEARNING

The Company believes a key component of APAC's success is the quality of its
employees. Therefore, the Company is continually refining its systematic
approach to hiring, training and managing qualified personnel. APAC locates
Customer Optimization Centers primarily in small to mid-sized communities in an
effort to lower its operating costs and attract a high quality, dedicated work
force. The Company believes that by employing a significant number of full-time
employees it is able to maintain a more stable work force and reduce the
Company's recruiting and training expenditures. At each Customer Optimization
Center, the Company utilizes a management structure designed to ensure that its
telephone representatives are properly supervised, managed and developed.

The Company offers extensive classroom and on-the-job training programs for
its people including instruction about the client's company and its product and
service offerings as well as proper telephone-based sales or customer service
techniques. Once hired, each new telephone representative receives on-site
training lasting from three to seventeen days. The amount of initial training
each employee receives varies depending upon whether the employee will be
performing outbound or inbound services and the nature of the services being
offered. In addition, the Company offers one and two week courses to its
telephone representatives who are preparing for the insurance agent license
exam. The Company also has developed a three-month leadership training program
designed to provide a timely source of well-trained managers. The Company
continues to develop the Center for Learning Solutions (formerly "APAC
University"), a centralized source of learning for employees which offers a
variety of learning experiences. The Company believes in developing and
challenging all employees to grow personally and professionally.

For employee recruitment and job tracking, the addition of the SMART System
(SiMple Accurate Record Tracking) will assist the Company in selecting people
who can meet and exceed expectations. SMART System is a comprehensive
electronic process for applicant tracking and performance evaluation. The
process begins with an applicant's search of a database to find available
positions, review job information, and learn more about the Company. After a
candidate completes a series of online templates and tests, a recruiter reviews
qualifications and skills, sets appointments and tracks progress of the
application.

The Company had approximately 15,600 full- and part-time employees on March
1, 1998. None of APAC's employees is subject to a collective bargaining
agreement. The Company considers its relations with its employees to be good.

QUALITY ASSURANCE

Because APAC's services involve direct contact with its clients' customers,
the Company's reputation for quality service is critical to acquiring and
retaining clients. Therefore, the Company and its clients monitor the Company's
telephone representatives for strict compliance with the client's script and to
maintain quality and efficiency. The Company also regularly measures the quality
of its services by benchmarking such factors as sales per hour, level of
customer complaints, call abandonment rates and average speed of answer. The
Company's information systems enable APAC to provide clients with reports on a
real-time basis as to the status of an ongoing campaign and can transmit summary
data and captured information electronically to clients. This data enables APAC
and its clients to modify or enhance an ongoing campaign to improve its
effectiveness. In addition to daily contact with its clients, APAC asks each
client to rate the Company's performance quarterly using specific quality
measures.

COMPETITION

The industry in which the Company operates is very competitive and highly
fragmented. APAC's competitors range in size from very small firms offering
specialized applications or short term projects, to large independent firms and
the in-house operations of many clients and potential clients. A number of
competitors have capabilities and resources equal to, or greater than, the
Company's. The market includes non-captive telemarketing and customer service
operations such as MATRIXX Marketing Inc., SITEL Corporation, ITI Marketing
Services, Inc., West Teleservices Corporation, TeleService Resources, Precision
Response Corporation, Electronic Data Systems Corporation and TeleTech Holdings,
Inc., as well as in-house telemarketing and customer service organizations
throughout the United States. In-house telemarketing and customer service
organizations comprise by far the largest segment of the industry. In addition,
some of the Company's services also compete with other forms of direct marketing
such as mail, television and radio. The Company believes the principal
competitive distinctions in the telephone-based marketing and customer service
industry are reputation for quality, sales and marketing results, price,
technological expertise, and the ability to promptly provide clients with
customized solutions to their sales, marketing and customer service needs.

GOVERNMENT REGULATION

Telephone sales practices are regulated at both the Federal and state level.
The Federal Communications Commission's (the "FCC") rules under the Federal
Telephone Consumer Protection Act of 1991 (the "TCPA") prohibit the initiation
of telephone solicitations to residential telephone subscribers before 8:00 a.m.
or after 9:00 p.m., local time, and prohibit the use of automated telephone-
dialing equipment to call certain telephone numbers. In addition, the FCC rules
require the maintenance of a list of residential consumers who have stated that
they do not want to receive telephone solicitations and avoidance of making
calls to such consumers' telephone numbers.

The Federal Telemarketing and Consumer Fraud and Abuse Protection Act of 1994
(the "TCFAPA") broadly authorizes the Federal Trade Commission (the "FTC") to
issue regulations prohibiting misrepresentation in telephone sales. In August,
1995, the FTC issued rules under the TCFAPA. These rules generally prohibit
abusive telephone solicitation practices and impose disclosure and record
keeping requirements.

A number of states have enacted or are considering legislation to regulate
telephone solicitations. For example, telephone sales in certain states cannot
be final unless a written contract is delivered to and signed by the buyer and
may be cancelled within three business days. At least one state also prohibits
telemarketers from requiring credit card payment and several other states
require that certain telemarketers obtain licenses and post bonds. From time to
time, bills are introduced in Congress which, if enacted, would regulate the use
of credit information. The Company cannot predict whether this legislation will
be enacted and what effect, if any, it would have on the Company or its
industry.

The Company believes that it is in compliance with the TCPA and the FCC rules
thereunder and with the FTC's rules under the TCFAPA. The Company trains its
telephone sales representatives to comply with the FTC and FCC rules and state
laws and programs its call management system to avoid telephone calls during
restricted hours or to individuals maintained on APAC's "do-not-call" list.
Subject to certain limitations, APAC generally undertakes to indemnify its
clients against claims and expenses resulting from any failure by APAC to comply
with federal and state laws regulating telephone solicitation practices.

The industries served by the Company are also subject to varying degrees of
government regulation. Generally, the Company relies on its clients and their
advisors to develop the scripts to be used by APAC in making consumer
solicitations. The Company generally requires its clients to indemnify APAC
against claims and expenses arising in connection with a client's failure to
provide purchased products or services to customers, any defect or deficiency in
such products or services or any written or oral presentation furnished by the
client to APAC. The Company has never been held responsible for regulatory
noncompliance by a client. APAC employees who complete the sale of insurance
products are required to be licensed by various state insurance commissions and
participate in regular continuing education programs, which are currently
provided in-house by the Company.

ITEM 2. PROPERTIES

The Company's corporate headquarters is located in Deerfield, Illinois in
leased facilities consisting of approximately 16,500 square feet of office
space. The term of this lease expires in March, 2001. The Company's operational
headquarters is located in approximately 96,000 square feet of office space in
Cedar Rapids, Iowa. This office space is located on eight floors which are owned
and/or leased by the Company and is part of an office condominium. The Company
also leases approximately 22,000 square feet of office space in the Atlanta
region. Paragren Technologies, Inc. leases approximately 21,000 square feet of
office space in Reston, Virginia and 2,300 square feet in Pleasanton,
California.

The Company also leases the facilities listed below, except for the Newport
News, Fort Worth, High Point and Boynton Beach facilities which are not leased
by the Company, but are managed, staffed and operated by the Company on behalf
of a major parcel delivery client. As of December 28, 1997, the Company
operated the following Customer Optimization Centers:

<TABLE>

SALES SOLUTIONS CUSTOMER OPTIMIZATION CENTERS
<CAPTION>

Current Number of
Location Date Opened Workstations
<S> <C> <C>
Dubuque, Iowa . . . . . . . . . September, 1990 80
Clinton, Iowa . . . . . . . . . October, 1990 96

Burlington, Iowa . . . . . . . October, 1991 80
Oskaloosa, Iowa . . . . . . . . September, 1992 96
Waterloo, Iowa . . . . . . . . February, 1993 96
Cedar Falls, Iowa . . . . . . . February, 1993 64
Iowa City, Iowa . . . . . . . . March, 1993 64

Mt. Pleasant, Iowa . . . . . . September, 1993 64
Ottumwa, Iowa . . . . . . . . . November, 1993 144
Decorah, Iowa . . . . . . . . . January, 1994 80
Marshalltown, Iowa . . . . . . February, 1994 80
Fort Madison, Iowa . . . . . . March, 1994 96

Keokuk, Iowa . . . . . . . . . May, 1994 80
Mason City, Iowa . . . . . . . December, 1994 80
Newton, Iowa . . . . . . . . . March, 1995 64
Knoxville, Iowa . . . . . . . . March, 1995 80
Fort Dodge, Iowa . . . . . . . March, 1995 80

Woodlawn, Maryland . . . . . . April, 1995 96
Muscatine, Iowa . . . . . . . . April, 1995 96
Estherville, Iowa . . . . . . . April, 1995 64
Spencer, Iowa . . . . . . . . . May, 1995 64
Indianola, Iowa . . . . . . . . July, 1995 80

Hiawatha, Iowa . . . . . . . . July, 1995 80
Algona, Iowa . . . . . . . . . September, 1995 64
Webster City, Iowa . . . . . . September, 1995 64

SALES SOLUTIONS CUSTOMER OPTIMIZATION CENTERS
(continued)

Davenport, Iowa . . . . . . . . February, 1996 464
Maquoketa, Iowa . . . . . . . . February, 1996 96
Kewanee, Illinois . . . . . . . February, 1996 96

Dixon, Illinois . . . . . . . . February, 1996 96
Quincy, Illinois . . . . . . . February, 1996 160
Kalamazoo, Michigan . . . . . . February, 1996 192
Danville, Illinois . . . . . . February, 1996 96
Freeport, Illinois . . . . . . . .March, 1996 96

Normal, Illinois . . . . . . . . .March, 1996 64
Rock Falls, Illinois . . . . . . .March, 1996 96
Waverly, Iowa . . . . . . . . . . .March, 1996 64
Decatur, Illinois . . . . . . . . .April, 1996 80
Jacksonville, Illinois . . . . . .April, 1996 96

Canton, Illinois . . . . . . . . .May, 1996 96
Lincoln, Illinois . . . . . . . . .May, 1996 80
Pekin, Illinois . . . . . . . . . .May, 1996 96
Peoria, Illinois . . . . . . . . .May, 1996 96
Galesburg, Illinois . . . . . . . .June, 1996 96

Mount Vernon, Illinois . . . . . .June, 1996 80
Vincennes, Indiana . . . . . . . .June, 1996 80
Washington, Indiana . . . . . . . .June, 1996 80
Alton, Illinois . . . . . . . . . .December, 1996 192
Marion, Illinois . . . . . . . . .December, 1996 192

Belleville, Illinois . . . . . . .December, 1996 96
Granite City, Illinois . . . . . .December, 1996 96
Freemont, Ohio . . . . . . . . . .March, 1997 96
New Philadelphia, Ohio . . . . . .March, 1997 96
Alliance, Ohio . . . . . . . . . .May, 1997 96

Newark, Ohio . . . . . . . . . . .May, 1997 96
Bucyrus, Ohio . . . . . . . . . . .March, 1997 96
Tiffin, Ohio . . . . . . . . . . .June, 1997 96
Total Sales Solutions . . . . . . . . . . . . . 5,584

</TABLE>

<TABLE>
SERVICE SOLUTIONS CUSTOMER OPTIMIZATION CENTERS

<CAPTION>
CURRENT NUMBER OF
LOCATION DATE OPENED WORKSTATIONS
<S> <C> <C>
Cedar Rapids, Iowa 22nd Avenue January, 1994(1) 145
Cedar Rapids, Iowa 3rd Avenue . August, 1994 203

Cedar Rapids, Iowa Park Place I January, 1995 126
Cedar Rapids, Iowa Park Place II November, 1995 162
Newport News, Virginia . . . . August, 1995 746
Fort Worth, Texas . . . . . . . October, 1995 787
High Point, North Carolina . . November, 1995 591

Boynton Beach, Florida . . . . February, 1996 506
Waterloo, Iowa . . . . . . . . . .October, 1996 300
Corpus Christi, Texas . . . . . . .October, 1996 726
Columbia, South Carolina . . . . .December, 1996 544
LaCrosse, Wisconsin . . . . . . . .May, 1997 350

Total Service Solutions . . . . . . . . . . 5,186

(1) The Cedar Rapids-22nd Avenue was originally opened as a Sales Solutions
center in June 1990 and was converted to a Service Solutions center in
January 1994.

</TABLE>

The leases of these Customer Optimization Centers have terms ranging from two to
twelve years and typically contain renewal options and early termination
buyouts. Sales Solutions centers are leased for periods of two to three years
while Service Solutions centers are leased for periods of five to twelve years.
The Company believes that its existing facilities are suitable and adequate for
its current operations, but additional facilities will be required to support
growth. The Company intends to continue to add Customer Optimization Centers
and workstations as required by demand for its services. APAC believes that
suitable additional or alternative space will be available as needed to expand
its business on commercially reasonable terms.

ITEM 3. LEGAL PROCEEDINGS

The Company, certain of its officers and directors and the lead underwriters
of certain public offerings of the Company's securities have been named as
defendants in three purported class action lawsuits. The suits were filed in
federal district court for the Southern District of New York on December 11,
1997, December 19, 1997 and January 5, 1998, respectively. Each lawsuit alleges
violations of the federal securities laws in connection with the Company's
November 1996 Prospectus and other public statements which are alleged to have
omitted certain disclosures with respect to the Company's agreement with UPS.
The complaints seek, among other things, unspecified compensatory damages and an
award of attorney's fees, costs and expenses. The Company denies all
allegations of wrongdoing asserted against it in the complaints and believes
that it has meritorious defenses.

Additionally, the Company is subject to occasional lawsuits, investigations
and claims arising out of the normal conduct of its business. Management does
not believe the outcome of any pending claims will have a materially adverse
impact on the Company's consolidated financial position.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Inapplicable

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Theodore G. Schwartz 44 Chairman, Chief Executive Officer and Director
Marc S. Simon 49 President, Chief Operating Officer and Director

John I. Abernethy 40 Chief Financial Officer
Donald B. Berryman 40 Senior Vice President-Sales & Marketing
Kenneth G. Culver 53 Senior Vice President-Facilities
John C. Dontje 53 Senior Vice President- Information Technology
Richard H. Kremer 53 Senior Vice President-People & Learning

William S. Lipsman 48 Vice President, General Counsel and Secretary
James M. Nikrant 58 Senior Vice President-Operations
Philip B. Wade 50 Vice President and Controller

</TABLE>

Theodore G. Schwartz has served as the Company's Chairman and Chief
Executive Officer since its formation in May 1973.

Marc S. Simon became President and Chief Operating Officer of the Company in
March 1998. Mr. Simon joined the Company as Chief Financial Officer in June
1995 and was elected as a Director of the Company in August 1995. Prior to
joining the Company, Mr. Simon was a partner practicing corporate and business
law at the law firm of Neal, Gerber & Eisenberg in Chicago, Illinois for more
than 7 years. Mr. Simon is a certified public accountant.

John I. Abernethy joined the Company as Chief Financial Officer in January
1998. From 1992 to August 1997, Mr. Abernethy was with CCH Incorporated, where
he most recently served as Executive Vice President.

Donald B. Berryman joined the Company as Vice President/General Manager-
Service Solutions in March 1993 and became Senior Vice President-Sales and
Marketing in October 1995.

Kenneth G. Culver joined the Company as Vice President-Operations and
Marketing in March 1990 and became Senior Vice President-Facilities in October
1995.

John C. Dontje joined the Company as Vice President in May 1996 and became
Senior Vice President-Information Technology in November 1997. From November
1994 to May 1996. Mr. Dontje was Regional Manager of a division of Electronic
Data Systems Corporation that operated multi-location inbound and outbound call
centers. From March 1991 to November 1994, Mr. Dontje was a managing director of
Bernard C. Harris Publishing Company, Inc.

Richard H. Kremer joined the Company as Senior Vice President-People &
Learning in December 1996. From February 1996 through November 1996, Mr. Kremer
was a consultant for The Shechtman Group, a management consulting firm which had
been owned by Morris Shechtman, a director of the Company, and was acquired by
the Company on November 29, 1996. From 1994 to November 1995, Mr. Kremer was
with Allmerica Financial and from 1991 to 1994 he was the Chief Marketing
Officer for the Individual Strategic Business Unit of Union Central Life
Insurance Company, a mutual company.

William S. Lipsman joined the Company as General Counsel in March 1996,
became Vice President and General Counsel in March 1997 and was also appointed
the Company's Secretary in March 1998. From January 1976 to September 1995, Mr.
Lipsman was an attorney with Sara Lee Corporation where he most recently served
as Associate General Counsel.

James M. Nikrant joined the Company as Senior Vice President-Operations in
May 1996. From July 1993 to February 1996, Mr. Nikrant was with Montgomery Ward
and Company, Inc. where he most recently served as Senior Vice President
Logistics/Product Service.

Philip B. Wade joined the Company as Controller in May 1995 and became a Vice
President in February 1997. From 1986 to 1994, Mr. Wade was with Penford
Products Co., where he most recently served as Vice President, Finance.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHARE OWNER MATTERS

The Company completed an initial public offering on October 10, 1995 (the
"Initial Public Offering") at a price of $8.00 per share. Since the Initial
Public Offering, the Company's Common Shares have been quoted on the Nasdaq
National Market under the symbol "APAC." Prior to the Initial Public Offering,
the Common Shares were not listed or quoted on any organized market system. The
information presented throughout this Report reflects a two-for-one stock split
in the form of a dividend paid by the Company on May 15, 1996. The following
table sets forth for the periods indicated the high and low sale prices of the
Common Shares as reported on the Nasdaq National Market during such period.

<TABLE>
<CAPTION>
High Low
Fiscal 1995:
<S> <C> <C>
Fourth Quarter (from October 11, 1995) . . $17.44 $8.94

Fiscal 1996:
First Quarter . . . . . . . . . . . . . . . 36.13 13.31
Second Quarter . . . . . . . . . . . . . . 43.88 30.25
Third Quarter . . . . . . . . . . . . . . . 58.00 32.25

Fourth Quarter . . . . . . . . . . . . . . 59.00 35.00

Fiscal 1997:
First Quarter . . . . . . . . . . . . . . . 41.00 23.75
Second Quarter . . . . . . . . . . . . . . 30.50 8.75

Third Quarter . . . . . . . . . . . . . . . 19.63 10.75
Fourth Quarter . . . . . . . . . . . . . . 15.56 11.25
</TABLE>

As of March 23, 1998, there were 277 holders of record of the Common Shares.
The Company currently intends to retain future earnings to finance its growth
and development and therefore does not anticipate paying any cash dividends in
the foreseeable future. In addition, the Company's Credit Facility restricts the
payment of cash dividends by the Company. Payment of any future dividends will
depend upon the future earnings and capital requirements of the Company and
other factors which the Board of Directors considers appropriate. For certain
information regarding distributions made by the Company prior to its Initial
Public Offering in fiscal 1995, see the Company's Consolidated Financial
Statement and the Notes thereto included elsewhere in this report.

In consideration for the acquisition of Paragren, the Company issued
1,991,385 Common Shares to the Paragren stockholders and converted existing
Paragren stock options into stock options for an additional 189,199 Common
Shares. The number of Common Shares of the Company issued in connection with the
acquisition was determined by an arms-length negotiation between the Company the
principal stockholders of Paragren. Such Common Shares were issued in reliance
on the exemption from registration provided in Section 4(2) of the Securities
Act of 1933, as amended. See Item 13 "Certain Relationships and Related
Transactions."

ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with the
Consolidated Financial Statements of the Company and notes thereto included
elsewhere in this Report. The statements of operations data and balance sheet
data for and as of the end of each of the fiscal years in the five-year period
ended December 28, 1997, are derived from the audited Consolidated Financial
Statements of the Company.

<TABLE>
<CAPTION>
For the Fiscal Years Ended(1)
1997 1996 1995 1994 1993
(In thousands, except per share and statistical data)

<S> <C> <C> <C> <C> <C>
OPERATING DATA:

Net revenue . . . . . . . . . . . . . . . . . . $ 356,390 $ 276,443 $ 101,667 $ 46,618 $ 28,912
Cost of services . . . . . . . . . . . . . . . 269,326 193,967 71,982 30,666 19,790

Selling, general and administrative expenses . 48,784 33,397 16,398 9,322 5,070
Special charges (2) . . . . . . . . . . . . . . 23,038 - - - -

Income from operations . . . . . . . . . . . . 15,242 49,079 13,287 6,630 4,052

Interest expense, net . . . . . . . . . . . . . 1,489 29 804 664 203
Income taxes (3) . . . . . . . . . . . . . . . 12,770 18,500 4,330 - -

Cumulative effect of change in accounting (4) . (2,200) - - - -
Net income . . . . . . . . . . . . . . . . . . ($1,217) $ 30,550 $ 8,153 $ 5,966 $ 3,849

Pro Forma Income Data:

Net income as reported . . . . . . . . . . . $ 8,153 $ 5,966 $ 3,849
Pro forma adjustment for income taxes (5) . . 670 2,070 1,500

Pro forma net income (5) . . . . . . . . . . $ 7,483 $ 3,896 $ 2,349
Net income (loss) per share (pro forma for
fiscal 1993 through 1995):
Basic . . . . . . . . . . . . . . . . . . . . ($0.03) $0.66 $0.19 $0.10 $0.06
Diluted . . . . . . . . . . . . . . . . . . . ($0.03) $0.64 $0.18 $0.10 $0.06

Weighted average shares outstanding
Basic . . . . . . . . . . . . . . . . . . . . 47,453 46,350 40,425 40,086 40,086
Diluted . . . . . . . . . . . . . . . . . . . 48,505 47,935 41,624 40,086 40,086

STATISTICAL DATA:
Number of Customer Optimization Centers . . . . 68 62 33 17 12

Number of workstations . . . . . . . . . . . . 10,770 8,450 4,210 1,630 934
Balance Sheet Data:

Cash and short-term investments . . . . . . . . $ 219 $ 141 $ 30,186 $ 1 $ 58
Working capital . . . . . . . . . . . . . . . . 20,515 13,354 33,045 2,877 454

Capital expenditures, net . . . . . . . . . . . 44,127 64,417 16,626 6,526 2,314

Total assets . . . . . . . . . . . . . . . . . 187,745 141,381 74,332 21,181 11,501
Long-term debt, less current maturities . . . . 1,863 1,325 1,474 8,218 3,073

Share owners' equity . . . . . . . . . . . . . 124,783 88,206 52,707 5,722 4,183

(1) The Company has a 52-/53- week fiscal year that ends on the Sunday closest
to December 31. All periods presented consisted of 52 weeks.

(2) Special charges recorded in fiscal 1997 reflect the write-off of acquired
in-process research and development in connection with the Paragren
Technologies, Inc. purchase of $19,800,000 and provision for software
impairment of $3,238,000 as a result of plans to replace software platforms
used by the Company with technologies being developed by Paragren.

(3) Prior to an initial public offering, the Company was an S Corporation and
not subject to Federal and certain state corporate income taxes. On October
16, 1995, the Company changed its tax status from an S Corporation to a C
Corporation, recorded deferred income taxes totaling $3,780,000 and began
providing for Federal and state corporate income taxes. See Note 4 to the
Company's Consolidated Financial Statements.

(4) Cumulative effect of accounting change reflects the adoption of EITF
Bulletin No. 97-13 which requires that business process reengineering costs
be expensed as incurred. All previously capitalized and unamortized
reengineering costs at November 20, 1997, were expensed as the cumulative
effect of the accounting change, net of income taxes of $1,349,000.

(5) The operating data reflects a pro forma adjustment for income taxes as if
the Company were subject to Federal and state corporate income taxes for
all periods. The pro forma provisions for income taxes represent a combined
Federal and state tax rate of 43%, less applicable Federal and state job
creation tax credits, which resulted in effective tax rates ranging from
35% to 40%. See Note 4 to the Company's Consolidated Financial Statements.

</TABLE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion of the Company's historical results of operations
and of its liquidity and capital resources should be read in conjunction with
the Selected Financial and Operating Data and the Consolidated Financial
Statements of the Company and related notes thereto appearing elsewhere in this
Report.

DESCRIPTION OF BUSINESS

The Company provides high-volume telephone-based sales, marketing and
customer management solutions for corporate clients operating in the business
and consumer products, parcel delivery, financial services, insurance, retail,
technology, telecommunications and utilities industries throughout the United
States. The Company's client base is comprised of large companies with the need
for cost-effective means of contacting and servicing current and prospective
customers. In fiscal 1997, the Company had two primary service offerings. The
Sales Solutions division provides outbound sales support to consumers and
businesses, market research, targeted marketing plan development and customer
lead generation, acquisition and retention. The Service Solutions division
provides inbound customer service, direct mail response, "help" line support and
customer order processing. The Company expanded its service offerings during the
year through the acquisition of Paragren, which specializes in software-based
consumer marketing to optimize customer relationships. Paragren's software
enables marketing professionals to perform on-line exploratory analysis,
descriptive and predictive modeling, promotion planning, detailed customer
segmentation, and campaign execution and evaluation. The Company operates and
manages 10,770 workstations in 68 Customer Optimization Centers.

RESULTS OF OPERATIONS

The following tables set forth client concentration data and consolidated
statements of operations data as a percentage of net revenue from services
provided by the Company for the years ended December 28, 1997, December 29,
1996, and December 31, 1995.

<TABLE>
<CAPTION>
Client Concentration Data
1997 1996 1995
<S> <C> <C> <C>
Net revenue (in millions):
All other clients $206.2 $118.7 $79.5
Parcel delivery client 90.2 106.7 14.1
Telecommunications client 60.0 51.0 8.1

Total net revenue $356.4 $276.4 $101.7
Annual revenue growth rates:
All other clients 73.7% 49.3% 70.5%
Parcel delivery client (15.5) 656.7 n.m.
Telecommunications client 17.6 529.6 n.m.
Combined 28.9 171.9 118.1

</TABLE>

Operations Data
1997 1996 1995
<S> <C> <C> <C>
Net revenue:
Sales Solutions 51.3% 51.3% 71.5%
Service Solutions 48.7 48.7 28.5
Total net revenue 100.0 100.0 100.0

Operating expenses:
Cost of services 75.5 70.1 70.8
Selling, general and
administrative expenses 13.7 12.1 16.1
Acquired in-process research and
development 5.6 - -
Provision for software impairment 0.9 - -
Total operating expenses 95.7 82.2 86.9
Income from operations 4.3 17.8 13.1
Interest expense, net 0.4 - 0.8
Income before income taxes and
cumulative effect of accounting
change 3.9 17.8 12.3
Income taxes (pro forma 1995) 3.6 6.7 4.9
Income before cumulative effect of
accounting change 0.3 11.1 7.4
Cumulative effect of accounting
change, less income taxes (0.6) - -
Net income (loss) (0.3)% 11.1% 7.4%
</TABLE>

FISCAL 1997 COMPARED TO FISCAL 1996

Net revenue increased to $356.4 million in fiscal 1997 from $276.4 million
in fiscal 1996, an increase of $80.0 million or 28.9%. The Company was
successful in decreasing its concentration of business with its two largest
clients in fiscal 1997 by increasing net revenue from other clients by 73.7%
during the year. Sales Solutions net revenue increased by $41.0 million during
fiscal 1997. Of this increase, approximately 45% was attributable to services
initiated for new clients, while the balance was due to higher call volumes from
existing clients. The $39.0 million increase in Service Solutions net revenue
during fiscal 1997 was due to services initiated for new clients and the
inclusion of Paragren's software and consulting revenue. Revenue from existing
Service Solutions clients was unchanged for the year as increased revenue from
higher inbound call volumes with an existing large telecommunications client was
offset by a 15.5% revenue reduction from the Company's large parcel delivery
client. The revenue reduction from the large parcel delivery client was due to
improved operating efficiencies in the management of client-owned call centers
and the effects of a three-week labor strike against the client.

Cost of services as a percent of net revenue increased to 75.5% in fiscal
1997 from 70.1% in fiscal 1996. This increase was due to four factors. First,
the Company experienced lower margins as a result of client mix and marketplace
pricing pressures. Second, a more expensive group health insurance plan was
implemented during fiscal 1997 to improve employee retention. Third, the
Company's large parcel delivery client reduced the number of billable positions
in the client-owned call centers by approximately 20%, resulting in the Company
absorbing payroll costs during a three-month adjustment period that otherwise
would have been billed to the client. Finally, the Company absorbed fixed costs
relating to excess capacity and infrastructure, such fixed costs increasing as a
percent of net revenue, due to marketing-related volume reductions by its large
telecommunications client and the effects of a labor strike against the large
parcel delivery client.

Selling, general and administrative expenses increased to $48.8 million in
fiscal 1997 from $33.4 million in fiscal 1996, an increase of $15.4 million or
46.1%. As a percent of net revenue, selling, general and administrative
expenses increased to 13.7% in fiscal 1997 from 12.1% in fiscal 1996. The
increase in selling, general and administrative expenses during fiscal 1997 was
due to expansion of sales and marketing efforts, investments in human resources
and administrative functions to support the Company's larger revenue base, and
the inclusion of Paragren's selling, general and administrative expenses. The
expenses of Paragren are higher per dollar of revenue than the Company's
expenses due to sales and marketing and research and development required to
support software sales and consulting efforts.

Special charges recorded during fiscal 1997 included the write-off of
acquired in-process research and development of $19.8 million in connection with
the Paragren purchase and a provision for software impairment of $3.2 million as
a result of plans to replace software platforms used by the Company with
technologies being developed by Paragren. Acquired in-process research and
development, which was determined by an independent appraisal, includes the
value of software in the development stage and not considered to have reached
technological feasibility. Generally accepted accounting principles require
that research and development costs be expensed as incurred.

Net interest expense increased by $1.5 million in fiscal 1997 from fiscal
1996. This increase reflects interest income earned on temporary investments in
fiscal 1996 with cash raised in the initial public offering of the Company's
Common Shares compared to interest expense incurred on outstanding borrowings in
fiscal 1997 as the result of investment in Customer Optimization Centers during
the fourth quarter of fiscal 1996 and fiscal 1997.

The effective income tax rate in fiscal 1997 increased to 92.9% from 37.7%
in fiscal 1996 principally due to the special charge to operations for acquired
in-process research and development related to the Paragren purchase for which
no tax benefit was available. The effective income tax rate in fiscal 1997
before the impact of acquired in-process research and development was 43.7%.
The change between the actual income tax rate in fiscal 1996 and the adjusted
income tax rate in fiscal 1997 was due to the amortization of goodwill related
to the Paragren purchase and other non-deductible expenses.

The cumulative effect of the accounting change of $2.2 million, net of
applicable income taxes, reflects the adoption during fiscal 1997 of Emerging
Issues Task Force Bulletin No. 97-13 ("EITF No. 97-13"), "Accounting for the
Costs Incurred in Connection with a Consulting Contract or an Internal Project
That Combines Business Process Reengineering and Information Technology
Transformation". EITF No. 97-13 requires that business process reengineering
costs be expensed as incurred and that any unamortized reengineering costs at
November 20, 1997, also be expensed and reported as a cumulative effect of
accounting change. The Company had been capitalizing reengineering costs
related to the installation of computer software purchased to provide
enterprise-wide business management systems.

FISCAL 1996 COMPARED TO FISCAL 1995

Net revenue increased 171.9% in fiscal 1996 to $276.4 million, up $174.7
million from fiscal 1995. Service Solutions net revenue increased by $105.5
million during fiscal 1996. This increase principally was due to the
commencement of a four-year agreement to manage 4 client-owned call centers for
a large parcel delivery client. Sales Solutions net revenue increased by $69.2
million during fiscal 1996. Of this increase, approximately 85% was attributed
to services initiated for new clients, principally outbound call activity for a
large telecommunications client, while the balance was due to higher call
volumes from existing clients.

Cost of services as a percent of net revenue decreased from 70.8% in fiscal
1995 to 70.1% in fiscal 1996. Exclusive of start-up activities related to new
parcel delivery business, cost of services as a percent of net revenue increased
by 1.1% in fiscal 1996 as compared to fiscal 1995. This increase reflects the
shift in service mix to the management of client-owned call centers. The
management of client-owned call centers has a lower gross margin compared to the
Company's other service offerings because of the nature of the outsourced
services provided for the large parcel delivery client. Recruiting, training
and facility costs incurred in advance of full-scale operations of 29 new
Customer Optimization Centers during fiscal 1996 also contributed to the higher
service costs.

Selling, general and administrative expenses increased 103.7% in fiscal
1996 to $33.4 million, up $17.0 million over fiscal 1995. Approximately 75% of
the growth in overhead was due to investments in additional management personnel
and systems to support the Company's increased revenue base, with the balance
due to expenses associated with the new parcel delivery business. Selling,
general and administrative expenses as a percent of net revenue declined as a
result of economies of scale associated with spreading fixed and semi-variable
costs over a larger revenue base. Selling, general and administrative expenses
as a percent of net revenue were 12.1% for fiscal 1996 compared to 16.1% for
fiscal 1995.

Net interest expense decreased $0.8 million from fiscal 1995 to fiscal
1996. The decrease was due to a reduction of average outstanding borrowings as
a result of debt retired in fiscal 1995 with cash raised from the initial public
offering of the Company's Common Shares in October 1995.

The provision for income taxes of $18.5 million recognized in fiscal 1996
was based upon the Company's estimated effective tax rate of 37.7%. Prior to
the initial public offering of the Company's Common Shares in fiscal 1995, the
Company included its income and expenses with those of its share owners for
Federal and certain state income tax purposes (an S Corporation election). In
connection with the Company's initial public offering, the Company terminated
its S Corporation election. The pro forma income tax rate of 40.1% in fiscal
1995 assumed that the Company was treated as a C Corporation for the entire year
and reflects Federal taxes at the statutory rate of 35% plus state taxes, net of
Federal benefit and state job creation credits. The change between the pro
forma income tax rate in fiscal 1995 and the actual income tax rate in fiscal
1996 was due to tax planning strategies which have reduced state income taxes
payable.

NEW ACCOUNTING STANDARDS

As described in Notes 3 and 12 to the Consolidated Financial Statements,
the Company adopted SFAS No. 128 and EITF 97-13 during fiscal 1997 and will
adopt SFAS Nos. 130 and 131 in fiscal 1998. As of December 31, 1997, the impact
of adopting SFAS Nos. 130 and 131 has not been determined.

INFLATION

The effects of inflation on the Company's operations were not significant
during the years presented in the consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

The following table sets forth consolidated statements of cash flows data
for the Company for years ended December 28, 1997, December 29, 1996, and
December 31, 1995.

<TABLE>
<CAPTION>
Cash Flows Data
1997 1996 1995
(In millions)
<S> <C> <C> <C>
Net cash provided by operating activities $32.0 $12.0 $15.2
Net cash used by investing activities (45.0) (38.4) (42.6)
Net cash provided by financing activities 13.0 22.3 31.6

</TABLE>

Cash provided by operating activities during fiscal 1997 totaled $32.0
million, up $20.0 million over fiscal 1996 and $16.8 million over fiscal 1995.
Income adjusted for non-cash items amounted to $47.6 million in fiscal 1997
compared to $42.0 million in fiscal 1996 and $15.3 million in fiscal 1995. The
increase in cash provided by operations in fiscal 1997 compared to fiscal 1996
was due to a decrease in cash required for general working capital purposes as a
result of slower revenue growth in 1997 than in 1996.

Cash from investing activities was used to expand the number of Customer
Optimization Centers and to standardize and upgrade the Company's
telecommunications and business management systems. Capital expenditures
amounted to $44.1 million in fiscal 1997, $64.4 million in fiscal 1996 and $15.3
million in fiscal 1995. The increase in capital expenditures in fiscal 1996
compared to fiscal 1995 was due to the construction of 26 Sales Solutions
centers and 3 Service Solutions centers with a combined capacity of 4,240 seats.
New capacity was added during 1996 to meet the service needs of a large
telecommunications client and to position the Company for growth in 1997. The
decrease in capital expenditures in fiscal 1997 compared to fiscal 1996 was due
to the utilization of capacity placed into service at the end of 1996 and slower
revenue growth in 1997 than in 1996. Capital expenditures in fiscal 1997
included $11.0 million to standardize and upgrade the Company's technology
platform and business management systems. Funds required for capital investment
over the past two years were provided by the sale of $26.0 million in short-term
investments, borrowings under the Company's Credit Facility described below and
excess cash from operations.

Cash from financing activities during the last three fiscal years was
provided by proceeds from the sale of the Company's Common Shares and borrowings
under the Company's Credit Facility. On October 16, 1995, the Company completed
the initial public offering of Common Shares raising $48.2 million for business
growth and general working capital purposes. Cash distributions to share owners
during fiscal 1995 and fiscal 1996 represent dividends to cover share owners'
income taxes related to the Company's former S Corporation status.

On August 19, 1997, the Company completed the acquisition of Paragren
Technologies, Inc. The purchase price was approximately $32.9 million
consisting of 1,991,385 shares of the Company's Common Shares and stock options
for an additional 189,199 shares of the Company's Common Shares which resulted
from the conversion of existing Paragren stock options. The Paragren
acquisition is expected to contribute positively to the Company's operating
results beginning in fiscal year 1998.

In June, 1996, the Company entered into a new unsecured Credit Facility
with a syndicate of banks and repaid amounts outstanding under prior line-of-
credit facilities. In June 1997, the Company amended its Credit Facility
increasing the total available line-of-credit from $40.0 million to $80.0
million. As of December 28, 1997, the Company had borrowings totaling $23.6
million under the Credit Facility classified as current indebtedness, as amounts
outstanding fluctuate based upon the working capital position of the Company.

The Company intends to use funds generated by future operations and
available credit under its Credit Facility to meet normal operating needs as
well as fund planned capital expenditures during fiscal 1998.

QUARTERLY RESULTS

The Company's operating results in any single period should not be viewed
as indicative of future operating results as the services offered by the Company
are subject to variations in profitability. The Company could experience
variations in net revenue and operating results due to result of many factors,
including the timing of clients' marketing campaigns and customer service
programs, the timing of additional selling, general and administrative expenses
to acquire and support such new business and changes in the Company's revenue
mix among its various service offerings. In connection with certain contracts,
the Company could incur costs in periods prior to recognizing revenue under
those contracts. In addition, the Company must plan its operating expenditures
based on revenue forecasts, and a revenue shortfall below such forecast in any
quarter would likely adversely affect the Company's operating results for that
quarter. While the effects of seasonality on the Company's business have
historically been obscured by its growing net revenue, the Company's business
tends to be slower in the first and third quarters of its fiscal year due to
client marketing programs which are typically slower in the postholiday and
summer months.

YEAR 2000 COMPLIANCE

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in the foregoing "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and elsewhere in this Report,
including those regarding APAC's expected growth, prospective business
opportunities and future expansion plans, constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
including, but not limited to, general economic and business conditions,
competition, changing trends in customer profiles and changes in governmental
regulations. Although the Company believes that its expectations with respect
to the forward-looking statements are based upon reasonable assumptions within
the bounds of its knowledge of its business and operations, there can be no
assurance that actual results, performance or achievements of the Company will
not differ materially from any future results, performance or achievements
expressed or implied by such forward looking statements.

In addition to the risks and uncertainties of ordinary business operations,
the forward-looking statements of the Company contained in this Annual Report on
Form 10-K are also subject to the following risks and uncertainties:

RELIANCE ON MAJOR CLIENTS

Because a substantial portion of the Company's revenue is generated from
relatively few clients, the loss of a significant client or clients could have a
materially adverse effect on the Company. The Company had clients which
individually accounted for more than 10% of the Company's net revenue for fiscal
1997, 1996 and 1995. The Company's ten and four largest clients collectively
accounted for 72.1% and 55.7%, respectively, of the Company's net revenue in
fiscal 1997. The Company's largest clients in fiscal 1997 were a major parcel
delivery company and a large telecommunications company, which accounted for
25.3% and 16.8%, respectively, of the Company's net revenue in fiscal 1997. The
Company's third largest client in fiscal 1997 was Mass Marketing Insurance
Group, which accounted for 7.5% of the Company's net revenue during that period.
The insurance products sold by Mass Marketing Insurance Group are currently
underwritten by J.C. Penney Life Insurance Company. During fiscal 1997, J.C.
Penney Life Insurance Company accounted for 3.9% of the Company's net revenue.
The Company's fourth largest client in fiscal 1997 was Canadian National Bancorp
which accounted for 6.1% of the Company's net revenue during the period. In
fiscal 1996, two clients accounted for 38.6% and 18.4% of the Company's net
revenue and in fiscal 1995, two clients accounted for 15.6% and 14.1% of the
Company's net revenue, respectively. Many of the Company's clients are
concentrated in the business and consumer products, parcel delivery, financial
services, insurance, retail, technology, telecommunications and utilities
industries. A significant downturn in any of these industries or a trend in any
of these industries not to use, or to reduce their use of, telephone-based
sales, marketing or customer management solutions could have a materially
adverse effect on the Company's business. The Company generally operates under
contracts which may be terminated on short notice, most of which do not have
minimum volume requirements.

FACTORS AFFECTING ABILITY TO MANAGE AND SUSTAIN GROWTH

The Company has experienced rapid growth over the past several years and
anticipates continued growth to be driven primarily by industry trends towards
outsourcing of telephone-based sales, marketing, and customer service operations
and increased penetration by the Company of new and existing clients and
markets. Future growth will depend on a number of factors, including the
effective and timely initiation and development of client relationships, opening
of new Customer Optimization Centers, and recruitment, motivation and retention
of qualified personnel. Sustaining growth will also require the implementation
of enhanced operational and financial systems and will require additional
management, operational and financial resources. There can be no assurance that
the Company will be able to manage its expanding operations effectively or that
it will be able to maintain or accelerate its growth.

COMPETITIVE AND FRAGMENTED INDUSTRY; POTENTIAL FUTURE COMPETING TECHNOLOGIES AND
TRENDS

The industry in which the Company competes is extremely competitive and
highly fragmented. The Company's competitors range in size from very small
firms offering special applications or short term projects to large independent
firms and the in-house operations of many clients and potential clients. A
number of competitors have capabilities and resources equal to, or greater than,
the Company's. Some of the Company's services also compete with direct mail,
television, radio and other advertising media. There can be no assurance that,
as the Company's industry continues to evolve, additional competitors with
greater resources than the Company will not enter the industry (or particular
segments of the industry) or that the Company's clients will not choose to
conduct more of their telephone-based sales, marketing or customer service
activities internally.

The development of new forms of direct sales and marketing techniques, such
as interactive home shopping through television, computer networks and other
media, could have an adverse effect on the demand for the Company's Sales
Solutions services. In addition, the increased use of new telephone-based
technologies, such as interactive voice response systems and increased use of
the Internet, could reduce the demand for certain of the Company's Service
Solutions offerings. Moreover, the effectiveness of marketing by telephone
could also decrease as a result of consumer saturation and increased consumer
resistance to this direct marketing tool. Although the Company attempts to
monitor industry trends and respond accordingly, there can be no assurance that
the Company will be able to anticipate and successfully respond to such trends
in a timely manner.

RELIANCE ON TECHNOLOGY

The Company has invested significantly in sophisticated and specialized
telecommunications and computer technology, and has focused on the application
of this technology to provide customized solutions to meet its clients needs.
The Company anticipates that it will be necessary to continue to select, invest
in and develop new and enhanced technology on a timely basis in the future in
order to maintain its competitiveness. The Company's future success will depend
in part on its ability to continue to develop information technology solutions
which keep pace with evolving industry standards and changing client demands.
In addition, the Company's business is highly dependent on its computer and
telephone equipment and software systems, and the temporary or permanent loss of
such equipment or systems, through casualty or operating malfunction, could have
a materially adverse effect on the Company's business.

DEPENDENCE ON KEY PERSONNEL

The success of the Company depends in large part upon the abilities and
continued service of its executive officers and other key employees. There can
be no assurance that the Company will be able to retain the services of such
officers and employees. The loss of key personnel could have a materially
adverse effect on the Company. The Company has non-competition agreements with
certain of its existing key personnel. However, courts are at times reluctant
to enforce such agreements. In order to support growth, the Company will be
required to effectively recruit, develop and retain additional qualified
management personnel.

DEPENDENCE ON LABOR FORCE

The Company's industry is very labor intensive and has experienced high
personnel turnover. Many of the Company's employees receive modest hourly wages
and a significant number are employed on a part-time basis. A higher turnover
rate among the Company's employees would increase the Company's recruiting and
training costs and decrease operating efficiencies and productivity. Some of
the Company's operations, particularly insurance product sales and technology-
based inbound customer service, require specially trained employees. Growth in
the Company's business will require it to recruit and train qualified personnel
at an accelerated rate from time to time. There can be no assurance that the
Company will be able to continue to hire, train and retain a sufficient labor
force of qualified employees. A significant portion of the Company's costs
consists of wages to hourly workers. An increase in hourly wages, costs of
employee benefits or employment taxes could materially adversely effect the
Company.

DEPENDENCE ON TELEPHONE SERVICE

The Company's business is materially dependent on service provided by
various local and long distance telephone companies. A significant increase in
the cost of telephone services that is not recoverable through an increase in
the price of the Company's services, or any significant interruption in
telephone services, could have a materially adverse impact on the Company.

GOVERNMENT REGULATION

The Company's business is subject to various Federal and state laws and
regulations. The Company's industry has become subject to an increasing amount
of Federal and state regulation in the past five years. The FCC rules under the
TCPA limit the hours during which telemarketers may call consumers and prohibit
the use of automated telephone dialing equipment to call certain telephone
numbers. The TCFAPA broadly authorizes the FTC to issue regulations prohibiting
misrepresentation in telemarketing sales. In August 1995, the FTC issued
regulations under the TCFAPA which, among other things, require telemarketers to
make certain disclosures when soliciting sales. The Company's operating
procedures comply with the telephone solicitation rules of the FCC and FTC.
However, there can be no assurance that additional Federal or state legislation,
or changes in regulatory implementation, would not limit the activities of the
Company or its clients in the future or significantly increase the cost of
regulatory compliance.

Several of the industries in which the Company's clients operate are
subject to varying degrees of government regulation, particularly the
telecommunications, insurance and financial services industries. Generally,
compliance with these regulations is the responsibility of the Company's
clients. However, the Company could be subject to a variety of enforcement or
private actions for its failure or the failure of its clients to comply with
such regulations. The Company's telephone representatives who sell insurance
products are required to be licensed by various state insurance commissions and
participate in regular continuing education programs, thus requiring the Company
to comply with the extensive regulations of these state commissions. As a
result, changes in these regulations or their implementation could materially
increase the Company's operating costs.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

The Company could experience quarterly variations in revenues and operating
income as a result of many factors, including the timing of clients' marketing
campaigns and customer service programs, the timing of additional selling,
general and administrative expenses to acquire and support such new business and
changes in the Company's revenue mix among its various service offerings. In
connection with certain contracts, the Company could incur costs in periods
prior to recognizing revenue under those contracts. In addition, the Company
must plan its operating expenditures based on revenue forecasts, and a revenue
shortfall below such forecast in any quarter would likely adversely affect the
Company's operating results for that quarter. The effects of seasonality on the
Company's business have historically been obscured by its growing net revenue.
However, the Company's business tends to be slower in the first and third
quarters due to client marketing programs which are typically slower in the
post-holiday and summer months.

CONTROL BY PRINCIPAL SHARE OWNER

Mr. Schwartz, the Company's Chairman, President and Chief Executive
Officer, beneficially owns approximately 40.2% of the outstanding Common Shares.
As a result, Mr. Schwartz is able to exercise significant control over the
outcome of substantially all matters requiring action by the Company's share
owners. Such voting concentration may have the effect of discouraging, delaying
or preventing a change in control of the Company. In addition, two trusts each
beneficially own approximately 5.3% of the outstanding Common Shares.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item is set forth in Exhibit 13.1 (which
contains excerpts from the Company's Annual Report to Share Owners) under
the captions "Consolidated Balance Sheets," "Consolidated Statements of
Operations," "Consolidated Statements of Share Owners' Equity,"
"Consolidated Statements of Cash Flows," "Notes to Consolidated Financial
Statements" and "Report of Independent Public Accountants" which
information is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information required by this Item (except for the information regarding
executive officers required by Item 401 of Regulation S-K which is included in
Part I under the caption "Executive Officers of Registrant") is set forth in the
Company's Proxy Statement for the Annual Meeting of Share owners to be held on
May 19, 1998, under the caption "Election of Directors," which information is
incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is set forth in the Company's Proxy
Statement for the Annual Meeting of Share Owners to be held on May 19, 1998,
under the caption "Compensation of Executive Officers," which information is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is set forth in the Company's Proxy
Statement for the Annual Meeting of Share Owners to be held on May 19, 1998,
under the caption "Securities Beneficially Owned by Principal Share Owners and
Management," which information is incorporated hereby by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is set forth in the Company's Proxy
Statement for the Annual Meeting of Share Owners to be held on May 19, 1998,
under the caption "Certain Transactions" which information is incorporated
herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A)1. FINANCIAL STATEMENTS

The following financial statements of the Company are included in Part II,
Item 8:

(i)
Report of Independent Public Accountants

(ii)
Consolidated Balance Sheets as of December 28, 1997 and December 29, 1996

(iii)
Consolidated Statements of Operations for the Fiscal Years Ended December 28,
1997, December 29, 1996, and December 31, 1995

(iv)
Consolidated Statements of Share Owners' Equity for the Fiscal Years Ended
December 28, 1997, December 29, 1996 and December 31, 1995

(v)
Consolidated Statements of Cash Flows for the Fiscal Years Ended December 28,
1997, December 29, 1996, and December 31, 1995

(vi)
Notes to Consolidated Financial Statements

2. FINANCIAL STATEMENT SCHEDULES

The following financial statement schedule is submitted as part of this
report:

(i)
Report of Independent Public Accountants

(ii)
Schedule II - Valuation and Qualifying Accounts

All other schedules are not submitted because they are not applicable or are
not required under Regulation S-X or because the required information is
included in the financial statements or notes thereto.

3. EXHIBITS

The exhibits required by Item 601 of Regulation S-K are listed in the Exhibit
Index hereto.

(B) REPORTS ON FORM 8-K

The Company filed a Current Report on Form 8-K on October 22, 1997, which
disclosed its revenues and earnings for each of the thirteen weeks and thirty-
nine weeks ended September 28, 1997.

On November 3, 1997, the Company amended its Current Report on Form 8-K which
had initially been filed on August 19, 1997 (which initial Form 8-K describes
the acquisition of Paragren Technologies, Inc. by the Company). The amended
Form 8-K/A discloses the financial statements of Paragren Technologies, Inc. for
the period ending June 30, 1997 and the pro forma condensed consolidated
financial statement for the Company, which give effect to the acquisition of
Paragren Technologies, Inc.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

APAC TeleServices, Inc.

/s/ Theodore G. Schwartz
Theodore G. Schwartz
Chairman of the Board of Directors
and Chief Executive Officer

Dated: March 27, 1998

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

Signature Title Date

s/ Theodore G.Schwartz Chairman of the Board March 27, 1998
Theodore G. Schwartz of Directors and Chief
Executive Officer
(Principal Executive
Officer)

/s/ Marc S. Simon President, Chief March 27, 1998
Marc S. Simon Operating Officer and
Director

/s/ John I. Abernethy Chief Financial Officer March 27, 1998
John I. Abernethy (Principal Financial
Officer)

/s/ Philip B. Wade Vice President and March 27, 1998
Philip B. Wade Controller (Principal
Accounting Officer)

/s/ Thomas M. Collins Director March 27, 1998
Thomas M. Collins

/s/ Morris R. Shechtman Director March 27, 1998
Morris R. Shechtman

/s/ George D. Dalton Director March 27, 1998
George D. Dalton

/s/ Paul G. Yovovich Director March 27, 1998
Paul G. Yovovich

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Share Owners of APAC TeleServices, Inc.:

We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements of APAC TeleServices, Inc. and issued our
unqualified opinion thereon dated January 30, 1998. Our audits were made for
the purpose of forming an opinion on the basic financial statements taken as a
whole. The schedule of Valuation and Qualifying Accounts is presented for
purposes of additional analysis and is not a part of the basic financial
statements. This schedule has been subject to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, fairly
states in all material respects in relation to the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.

Arthur Andersen LLP

Chicago, Illinois
January 30, 1998

Schedule II

<TABLE>

VALUATION AND QUALIFYING ACCOUNTS

(in thousands)
<CAPTION>

Column A Column B Column C Column D Column E
Additions
Balance at Charged to
Beginning of Costs and Deductions- Balance at End
Description Period Expenses Describe(A) of Period

<S> <C> <C> <C> <C>
Allowance deducted from assets to
which it applies:
Allowance for doubtful accounts:
Year ended December 31, 1995 -- 246 (6) 240
Year ended December 29, 1996 240 120 -- 360
Year ended December 28, 1997 360 300 213 447

NOTE A - UNCOLLECTED RECEIVABLES WRITTEN OFF.

</TABLE>

EXHIBIT INDEX

Exhibit
Number
Description

3.1 Amended and Restated Articles of Incorporation of
APAC TeleServices, Inc. is incorporated herein by
reference to Exhibit 3.1 to APAC TeleServices,
Inc.'s Registration Statement on Form S-3, as
amended, Registration No. 333-14097

3.2 Amended and Restated Bylaws of APAC TeleServices,
Inc. is incorporated herein by reference to
Exhibit 3.2 to APAC TeleServices, Inc.'s
Registration Statement on Form S-1, as amended,
Registration No. 33-95638

4.1 Specimen Common Stock Certificate is incorporated
herein by reference to Exhibit 4.1 to APAC
TeleServices, Inc.'s Registration Statement on
Form S-1, as amended, Registration No. 33-95638

*10.1 Amended and Restated APAC TeleServices, Inc. 1995
Incentive Stock Plan is incorporated herein by
reference to Exhibit 10.1 to APAC TeleServices,
Inc.'s Registration Statement on Form S-1, as
amended, Registration No. 33-95638

*10.2 Amended and Restated APAC TeleServices, Inc. 1995
Nonemployee Director Stock Option Plan is
incorporated herein by reference to Exhibit 10.2
to APAC TeleServices, Inc.'s Registration
Statement on Form S-1, as amended, Registration
No. 33-95638

*10.3 Employment Agreement with Marc S. Simon, as
amended, is incorporated herein by reference to
Exhibit 10.3 to APAC TeleServices, Inc.'s
Registration Statement on Form S-1, as amended,
Registration No. 33-95638

*10.4 Employment Agreement with Donald B. Berryman is
incorporated herein by reference to Exhibit 10.4
to APAC TeleServices, Inc.'s Registration
Statement on Form S-1, as amended, Registration
No. 33-95638

10.5 Credit Agreement dated June 3, 1997 (filed
herewith)

10.6 Agreement with United Parcel Service General
Services Inc. is incorporated herein by reference
to Exhibit 10.6 to APAC TeleServices, Inc.'s
Registration Statement on Form S-1, as amended,
Registration No. 33-95638

10.7 Registration Rights Agreement is incorporated
herein by reference to Exhibit 10.7 to APAC
TeleServices, Inc.'s Registration Statement on
Form S-1, as amended, Registration No. 33-95638

10.8 Tax Agreement is incorporated herein by reference
to Exhibit 10.8 to APAC TeleServices, Inc.'s
Registration Statement on Form S-1, as amended,
Registration No. 33-95638

10.9 Agreement with J.C. Penney Insurance Company,
dated November 1, 1994 is incorporated herein by
reference to Exhibit 10.9 to APAC TeleServices,
Inc.'s Registration Statement on Form S-1, as
amended, Registration No. 33-95638

*10.10 Amendment No. 1 to Amended and Restated APAC
TeleServices, Inc. 1995 Incentive Stock Plan is
incorporated herein by reference to Exhibit 10.11
to APAC TeleServices, Inc.'s Registration
Statement on Form S-1, as amended, Registration
No. 33-95638

13.1 Excerpts from 1997 Annual Report to Share Owners
(filed herewith)

21.1 Subsidiaries of the Registrant (filed herewith)

23.1 Consent of Arthur Andersen LLP (filed herewith)

27.1 Financial Data Schedule (filed herewith)

*Indicates management employment contracts or compensatory plans or
arrangements.

CREDIT AGREEMENT

DATED AS OF JUNE 3, 1997

AMONG

APAC TELESERVICES, INC.,

THE LENDERS
PARTY HERETO,

AND

HARRIS TRUST AND SAVINGS BANK,
INDIVIDUALLY AND AS AGENT

TABLE OF CONTENTS

SECTION DESCRIPTION PAGE

SECTION 1. THE CREDITS. 1

Section 1.1. Revolving Credit. 1
Section 1.2. A Loans. 2
Section 1.3. B Loans. 2
Section 1.4. Manner and Disbursement of Loans. 3
Section 1.5. Guaranties from Wholly-Owned
Subsidiaries. 4

SECTION 2. INTEREST AND CHANGE IN CIRCUMSTANCES. 4

Section 2.1. Interest Rate Options. 4
Section 2.2. Minimum LIBOR Portion Amounts. 6
Section 2.3. Computation of Interest. 6
Section 2.4. Manner of Rate Selection. 6
Section 2.5. Change of Law. 6
Section 2.6. Unavailability of Deposits or
Inability to
Ascertain Adjusted LIBOR. 7
Section 2.7. Taxes and Increased Costs. 7
Section 2.8. Change in Capital Adequacy
Requirements. 8
Section 2.9. Funding Indemnity 9
Section 2.10. Lending Branch. 9
Section 2.11. Discretion of Lenders as to Manner
of Funding. 9
Section 2.12. Lender's Duty to Mitigate 10

SECTION 3. FEES, PREPAYMENTS AND TERMINATIONS. 10

Section 3.1. Commitment Fee 10
Section 3.2. Agent's Fee 10
Section 3.3. Defaulting Lender 10
Section 3.4. Voluntary Prepayments. 11
Section 3.5. Terminations. 11

SECTION 4. PAYMENTS, NOTATIONS AND REPLACEMENTS
OF LENDERS. 11

Section 4.1. Place and Application of Payments. 11
Section 4.2. Notations. 12
Section 4.3. Replacement of Lender. 13

SECTION 5. DEFINITIONS; INTERPRETATION. 14

Section 5.1. Definitions. 14
Section 5.2. Interpretation. 23

SECTION 6. REPRESENTATIONS AND WARRANTIES. 23

Section 6.1. Organization and Qualification 23
Section 6.2. Subsidiaries 24
Section 6.3. Corporate Authority and Validity of
Obligations 24
Section 6.4. Use of Proceeds; Margin Stock 25
Section 6.5. Financial Reports 25
Section 6.6. No Material Adverse Change 25
Section 6.7. Full Disclosure 25
Section 6.8. Good Title 26
Section 6.9. Litigation and Other Controversies 26
Section 6.10. Taxes 26
Section 6.11. Approvals 26
Section 6.12. Affiliate Transactions 26
Section 6.13. Investment Company; Public Utility
Holding Company 27
Section 6.14. ERISA 27
Section 6.15. Compliance with Laws 27
Section 6.16. Other Agreements 27
Section 6.17. No Default 27

SECTION 7. CONDITIONS PRECEDENT 27

Section 7.1. All Advances. 28
Section 7.2. Initial Advance 28
Section 8. Covenants 30
Section 8.1. Maintenance of Business 30
Section 8.2. Maintenance of Properties 30
Section 8.3. Taxes and Assessments 30
Section 8.4. Insurance 30
Section 8.5. Financial Reports 31
Section 8.6. Inspection 33
Section 8.7. Leverage Ratio 33
Section 8.8. Debt Service Coverage Ratio 33
Section 8.9. Fixed Charge Coverage Ratio 33
Section 8.10. Indebtedness for Borrowed Money 33
Section 8.11. Liens 34
Section 8.12. Investments, Acquisitions, Loans,
Advances and Guaranties 35
Section 8.13. Mergers, Consolidations and Sales 36
Section 8.14. Operating Leases. 37
Section 8.15. Maintenance of Subsidiaries 37
Section 8.16. Dividends and Certain Other
Restricted Payments 37
Section 8.17. ERISA 38
Section 8.18. Compliance with Laws 38
Section 8.19. Burdensome Contracts With Affiliates 38
Section 8.20. No Changes in Fiscal Year 38
Section 8.21. Change in the Nature of Business 38
Section 8.22. New Subsidiaries 38

SECTION 9. EVENTS OF DEFAULT AND REMEDIES 39

Section 9.1. Events of Default. 39
Section 9.2. Non-Bankruptcy Defaults. 41
Section 9.3. Bankruptcy Defaults 41

SECTION 10. THE AGENT. 41

Section 10.1. Appointment and Authorization. 41
Section 10.2. Rights as a Lender 42
Section 10.3. Standard of Care 42
Section 10.4. Costs and Expenses 43
Section 10.5. Indemnity 43
Section 10.6. Agent's Relationship with Company 44

SECTION 11. MISCELLANEOUS. 44

Section 11.1. Non-Business Days. 44
Section 11.2. No Waiver, Cumulative Remedies. 44
Section 11.3. Waivers, Modifications and Amendments 44
Section 11.4. Costs and Expenses 44
Section 11.5. Documentary Taxes. 45
Section 11.6. Survival of Representations. 45
Section 11.7. Survival of Indemnities. 45
Section 11.8. Participations 45
Section 11.9. Assignment Agreements 46
Section 11.10. Notices 46
Section 11.11. Construction 47
Section 11.12. Headings 47
Section 11.13. Severability of Provisions. 47
Section 11.14. Counterparts. 48
Section 11.15. Entire Understanding 48
Section 11.16. Binding Nature, Governing Law, Etc 48
Section 11.17. Submission to Jurisdiction;
Waiver of Jury Trial 48

Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

Exhibit A - Revolving Note
Exhibit B - Term Note
Exhibit C - Guaranty Agreement
Exhibit D - Compliance Certificate
Exhibit 7.2(c) - Form Opinion of Counsel for Company
Schedule 6.2 - Subsidiaries
Schedule 8.11 - Permitted Debt

CREDIT AGREEMENT

This Credit Agreement is entered into as of the 3rd day of June, 1997, by
and between APAC TeleServices, Inc., an Illinois corporation (the "Company"),
Harris Trust and Savings Bank, a national banking association, individually as a
Lender and as an agent (the "Agent"), and the lending institutions which are or
hereafter become signatories hereto ("Lenders").

RECITALS

A. The Company has requested that Lenders loan monies to Company.

B. The Lenders, upon acceptance of this Agreement in writing, will lend
monies and/or make advances, extensions of credit or other financial
accommodations to, on behalf of or for the benefit of the Company pursuant
hereto.

NOW, THEREFORE, in consideration of the recitals set forth above, which by
this reference are incorporated into the Agreement set forth below, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and subject to the terms and conditions hereof and on the
basis of the representations and warranties herein set forth, the Company, the
Agent and the Lenders hereby agree to the following:

SECTION 1. THE CREDITS.

Section 1.1. Revolving Credit. Generally. Subject to the terms and
conditions hereof, each Lender severally agrees to extend a revolving credit
(the "Revolving Credit") to the Company which may be availed of by the Company
from time to time during the period from and including the date hereof to but
not including the Termination Date, at which time the commitments of the Lenders
to extend credit under the Revolving Credit shall expire. The maximum amount of
the Revolving Credit which each Lender agrees to extend to the Company shall be
as set forth opposite such Lender's signature hereto under the heading
"Commitment", as such amount may be reduced pursuant hereto (such amount for
each Lender, as so reduced, being hereinafter referred to as such Lender's
"Commitment" and such amount for more than one Lender, in each case as so
reduced, being hereinafter referred to as such Lenders' "Commitments"). The
Revolving Credit may be utilized by the Company in the form of A Loans or B
Loans, all as more fully hereinafter set forth, provided that:

(i) the aggregate principal amount of A Loans outstanding at any one
time shall not exceed the Commitments as then in effect; and

(ii) the aggregate cumulative principal amount of B Loans made on and
after the date hereof shall not exceed the lesser of (x) $20,000,000 or (y)
the difference between the Commitments in effect as of the date hereof and
the Commitments in effect as of the date of such determination.

During the period from and including the date hereof to but not including the
Termination Date, the Company may use the Commitments from time to time by
borrowing, repaying and (in the case of A Loans) reborrowing Loans in whole or
in part, all in accordance with the terms and conditions of this Agreement. For
purposes of this Agreement, where a determination of the unused or available
amount of the Commitments as of any time is necessary, (i) the A Loans shall be
deemed to utilize the Commitments to the extent such A Loans are then
outstanding and (ii) the outstanding B Loans shall not be deemed as having
utilized the Commitments (except to the extent of the reductions in the
Commitments that occur under Section 1.3(b) hereof concurrently with the making
of, and in the same aggregate amount as, each B Loan). The obligations of the
Lenders hereunder are several and not joint, and no Lender shall under any
circumstances be obligated to extend credit under the Revolving Credit in excess
of its Commitment as in effect immediately prior to such extension.

Section 1.2. A Loans. Subject to the terms and conditions hereof, the
Revolving Credit may be availed of by the Company in the form of loans for the
Company's general working capital needs and other corporate purposes
(individually an "A Loan" and collectively the "A Loans"). A Loans shall not be
used to fund directly or indirectly any Restricted Payment; provided, however,
that not more than $5,000,000 in aggregate cumulative principal amount of
A Loans may be used on and after the date hereof to fund Permitted Shareholder
Redemptions. Except to the extent Section 2 requires otherwise with respect to
LIBOR Portions, each A Loan shall be in a minimum amount of $100,000 or such
greater amount which is an integral multiple of $25,000; and each A Loan shall
be made pro rata by the Lenders in accordance with the amounts of their
Commitments. Each advance made by a Lender of its pro rata share of an A Loan
shall be made against and evidenced by a Revolving Credit Note of the Company
(individually a "A Note" and collectively the "A Notes") payable to the order of
such Lender in the amount of its Commitment, with each A Note to be in the form
(with appropriate insertions) attached hereto as Exhibit A. Each A Note shall
be dated the date of issuance thereof, be expressed to bear interest as set
forth in Section 2 hereof, and be expressed to mature on the Termination Date.
Without regard to the principal amount of each A Note stated on its face, the
actual principal amount at any time outstanding and owing by the Company on
account thereof shall be the sum of all A Loans then or theretofore made thereon
less all payments of principal actually received.

Section 1.3. B Loans. (a) Subject to the terms and conditions hereof,
the Revolving Credit may also be availed of by the Company in the form of loans
to fund Permitted Shareholder Redemptions (individually a "B Loan" and
collectively the "B Loans"). Except to the extent Section 2 requires otherwise
with respect to LIBOR Portions, each B Loan shall be in a minimum amount of
$5,000,000 or such greater amount which is an integral multiple of $5,000,000;
and each B Loan shall be made pro rata by the Lenders in accordance with the
amounts of their respective Commitments. Each advance made by a Lender of its
pro rata share of a B Loan shall be made against and evidenced by a separate
Term Note of the Company (individually a "B Note" and collectively the
"B Notes"), with a separate set of B Notes to the Lenders for each B Loan. The
B Note issued to each Lender for its share of a B Loan shall be dated the date
of the B Loan evidenced thereby and payable to the order of such Lender in the
original principal amount of its share of such B Loan and otherwise in the form
(with appropriate insertions) attached hereto as Exhibit B. Each B Loan shall
mature as to principal in consecutive quarterly installments equal (except for
the final installment) to one-twentieth (1/20th) of the original principal
amount of such B Loan, commencing on the last day of the calendar quarter during
which such B Loan was made and continuing on the last of each and every calendar
quarter thereafter, with the final installment to be in the amount of all
principal not sooner paid and due on June 30, 2002.

(b) Reduction in Commitments From Term Loans. The principal amount of
each B Loan made by a Lender shall concurrently and permanently reduce by like
amount such Lender's Commitment.

Section 1.4. Manner and Disbursement of Loans. The Company shall give
written or telephonic notice to the Agent (which notice shall be irrevocable
once given and, if given by telephone, shall be promptly confirmed in writing)
by no later than 11:00 a.m. (Chicago time) one (1) Business Day prior to the
date the Company requests that any Loan be made to it under the Commitments, and
the Agent shall promptly notify each Lender of the Agent's receipt of each such
notice. Each such notice shall specify the date of the Loan requested (which
must be a Business Day) and the amount of such Loan and whether such Loan is an
A Loan or B Loan. Each Loan shall initially constitute part of the applicable
Domestic Rate Portion except to the extent the Company has otherwise timely
elected as provided in Section 2 hereof. The Company agrees that the Agent may
rely upon any written or telephonic notice given by any person the Agent in good
faith believes is an Authorized Representative without the necessity of
independent investigation and, in the event any telephonic notice conflicts with
the written confirmation, such telephonic notice shall govern if the Agent and
the Lenders have acted in reliance thereon. Not later than 1:00 p.m. (Chicago
time) on the date specified for any Loan to be made by a Lender hereunder, such
Lender shall make the proceeds of its pro rata share of such Loan available to
the Agent in Chicago, Illinois in immediately available funds. Subject to the
provisions of Section 7 hereof, the proceeds of each Loan shall be made
available to the Company at the principal office of the Agent in Chicago,
Illinois, in immediately available funds, upon receipt by the Agent from each
Lender of its pro rata share of such Loan. Unless the Agent shall have been
notified by a Lender prior to 1:00 p.m. (Chicago time) on the date a Loan is to
be made hereunder that such Lender does not intend to make its pro rata share of
such Loan available to the Agent, the Agent may assume that such Lender has made
such share available to the Agent on such date and the Agent may in reliance
upon such assumption make available to the Company a corresponding amount. If
such corresponding amount is not in fact made available to the Agent by such
Lender and the Agent has made such amount available to the Company, the Agent
shall be entitled to receive such amount from such Lender forthwith upon the
Agent's demand, together with interest thereon in respect of each day during the
period commencing on the date such amount was made available to the Company and
ending on but excluding the date the Agent recovers such amount at a rate per
annum equal to the effective rate charged to the Agent for overnight federal
funds transactions with member banks of the federal reserve system for each day
as determined by the Agent (or in the case of a day which is not a Business Day,
then for the preceding day). If such amount is not received from such Lender by
the Agent immediately upon demand, the Company will, on demand, repay to the
Agent the proceeds of the Loan attributable to such Lender with interest thereon
at a rate per annum equal to the interest rate applicable to the relevant Loan,
but without such payment being considered a payment or prepayment of a LIBOR
Portion, so that the Company will have no liability under Section 2.9 hereof
with respect to such payment.

Section 1.5. Guaranties from Wholly-Owned Subsidiaries. Payment of the
Loans and the other Obligations shall be guaranteed by each Wholly-Owned
Subsidiary which is a Material Subsidiary, whether now existing or hereafter
formed or acquired, pursuant to separate guaranties which are in substantially
the form attached hereto as Exhibit C or otherwise in form and substance
satisfactory to the Required Lenders (any such guaranty being hereinafter
referred to as a "Guaranty" and collectively as the "Guaranties") (each such
Wholly-Owned Subsidiary delivering a Guaranty being hereinafter referred to as a
"Guarantor" and collectively the "Guarantors"). In the event that the Company
or any Wholly-Owned Subsidiary shall after the date hereof form or acquire any
Wholly-Owned Subsidiary which is a Material Subsidiary or any Wholly-Owned
Subsidiary shall become a Material Subsidiary, the Company shall cause each
relevant Subsidiary to execute and deliver to the Agent a Guaranty, together
with such corporate board resolutions as the Required Lenders shall reasonably
require to assure the due authorization of such Guarantor's execution of such
Guaranty and opinions of counsel as are reasonably necessary to confirm as to
such Guarantor and such Guaranty, the matters addressed for the other Guarantors
in the opinion form attached hereto as Exhibit 7.2(c). The Company shall pay
all the costs and expenses incurred by the Agent and Lenders in connection with
the foregoing.

SECTION 2. INTEREST AND CHANGE IN CIRCUMSTANCES.

Section 2.1. Interest Rate Options.

(a) Portions. Subject to the terms and conditions of this Section 2,
(i) portions of the principal indebtedness evidenced by the Notes (all of the
indebtedness evidenced by a particular class of Notes bearing interest at the
same rate for the same period of time being hereinafter referred to as a
"Portion") may, at the option of the Company, bear interest with reference to
the Domestic Rate ("Domestic Rate Portions") or with reference to the Adjusted
LIBOR ("LIBOR Portions"), and (ii) at the option of the Company, Portions may be
converted from time to time from one basis to another. All of the indebtedness
evidenced by a particular class of Notes which is not part of a LIBOR Portion
shall constitute a single Domestic Rate Portion of such class of Notes. All of
the indebtedness evidenced by a particular class of Notes which bears interest
with reference to a particular Adjusted LIBOR for a particular Interest Period
shall constitute a single LIBOR Portion of such class of Notes. There shall not
be more than twenty (20) LIBOR Portions applicable to all the Notes outstanding
at any one time (taken together), and each Lender shall have a ratable interest
in each Portion. Anything contained herein to the contrary notwithstanding, the
obligation of the Lenders to create, continue or effect by conversion any LIBOR
Portion shall be conditioned upon the fact that at the time no Default or Event
of Default shall have occurred and be continuing. The Company hereby promises
to pay interest on each Portion at the rates and times specified in this
Section 2.

(b) Domestic Rate Portion. Each Domestic Rate Portion shall bear interest
at the rate per annum determined by adding the Applicable Margin to the Domestic
Rate as in effect from time to time, provided that if a Domestic Rate Portion or
any part thereof is not paid when due (whether by lapse of time, acceleration or
otherwise) such Portion shall thereafter bear interest, whether before or after
judgment, until payment in full thereof (or such earlier time, if any, as such
default in payment shall be (x) cured within the grace period provided therefor
in Section 9.1(a) hereof or (y) waived in writing by the Lenders in their sole
discretion) at the rate per annum determined by adding 2% to the interest rate
which would otherwise be applicable thereto from time to time. Interest on each
Domestic Rate Portion shall be payable quarter-annually in arrears on the last
day of each March, June, September and December in each year (commencing on the
first of such dates after the date hereof) and at maturity of the applicable
Notes, and interest after maturity (whether by lapse of time, acceleration or
otherwise) shall be due and payable upon demand. Any change in the interest
rate on the Domestic Rate Portions resulting from a change in the Domestic Rate
shall be effective on the date of the relevant change in the Domestic Rate.

(c) LIBOR Portions. Each LIBOR Portion shall bear interest for each
Interest Period selected therefor at a rate per annum determined by adding the
Applicable Margin to the Adjusted LIBOR for such Interest Period, provided that
if any LIBOR Portion is not paid when due (whether by lapse of time,
acceleration or otherwise) such Portion shall thereafter bear interest, whether
before or after judgment, until payment in full thereof (but in no event after
such time, if any, whether during or after the Interest Period then applicable
thereto, as such default in payment shall be (x) cured within the grace period
provided therefor in Section 9.1(a) hereof or (y) waived in writing by the
Lenders in their sole discretion) (1) through the end of the Interest Period
then applicable thereto at the rate per annum determined by adding 2% to the
interest rate which would otherwise be applicable thereto, and (2) if such
default in payment shall not have yet been so cured or waived, effective at the
end of such Interest Period, such LIBOR Portion shall automatically be converted
into and added to the applicable Domestic Rate Portion and shall thereafter bear
interest at the interest rate applicable to such Domestic Rate Portion after
default. Interest on each LIBOR Portion shall be due and payable on the last
day of each Interest Period applicable thereto and, with respect to any Interest
Period applicable to a LIBOR Portion in excess of three (3) months, on the date
occurring every three (3) months after the date such Interest Period began and
at the end of such Interest Period, and interest after maturity (whether by
lapse of time, acceleration or otherwise) shall be due and payable upon demand.
The Company shall notify the Agent on or before 1:00 p.m. (Chicago time) on the
third Business Day preceding the end of an Interest Period applicable to a LIBOR
Portion whether such LIBOR Portion is to continue as a LIBOR Portion, in which
event the Company shall notify the Agent of the new Interest Period selected
therefor, and in the event the Company shall fail to so notify the Agent, such
LIBOR Portion shall automatically be converted into and added to the applicable
Domestic Rate Portion as of and on the last day of such Interest Period. The
Agent shall promptly notify each Lender of each notice received from the Company
pursuant to the foregoing provision.

Section 2.2. Minimum LIBOR Portion Amounts. Each LIBOR Portion shall be
in an amount equal to $1,000,000 or such greater amount which is an integral
multiple of $250,000.

Section 2.3. Computation of Interest. All interest on the Notes shall be
computed on the basis of a year of 360 days for the actual number of days
elapsed.

Section 2.4. Manner of Rate Selection. The Company shall notify the
Agent by 1:00 p.m. (Chicago time) at least three (3) Business Days prior to the
date designated by the Company as the effective date that any LIBOR Portion be
created or that any part of the applicable Domestic Rate Portion be converted
into a LIBOR Portion. Each such notice shall specify in each instance the
amount of the LIBOR Portion to be created or effected by conversion, as the case
may be, and the Interest Period selected therefor, and the Agent shall promptly
notify each Lender of each notice received from the Company pursuant to the
foregoing provision. If any request is made to convert a LIBOR Portion into the
relevant Domestic Rate Portion, such conversion shall only be made so as to
become effective as of the last day of the Interest Period applicable thereto.
All requests for the creation, continuance and conversion of Portions under this
Agreement shall be irrevocable. Such requests may be written or oral and the
Agent is hereby authorized to honor telephonic requests for creations,
continuances and conversions received by it from any person the Agent in good
faith believes to be an Authorized Representative without the necessity of
independent investigation, the Company hereby indemnifying the Agent and the
Lenders from any liability or loss ensuing from so acting.

Section 2.5. Change of Law. Notwithstanding any other provisions of this
Agreement or any Note, if at any time any Lender shall determine in good faith
that any change after the date hereof in applicable laws, treaties or
regulations or any change after the date hereof in the interpretation thereof of
any of the foregoing by any governmental authority charged with the
administration thereof or any central bank or any fiscal, monetary or other
authority having jurisdiction over such Lender or its lending branch or the
LIBOR Portions contemplated by this Agreement (whether or not having the force
of law) makes it unlawful for such Lender to create or continue to maintain any
LIBOR Portion, it shall promptly so notify the Agent (which shall in turn
promptly notify the Company and the other Lenders) and the obligation of such
Lender to create, continue or maintain any such LIBOR Portion under this
Agreement shall terminate until it is no longer unlawful for such Lender to
create, continue or maintain such LIBOR Portion. The Company, within five
(5) days (or sooner if applicable law so requires) after written demand from the
affected Lender or the Agent, shall, if the continued maintenance of any such
LIBOR Portion is unlawful, thereupon prepay the outstanding principal amount of
the affected LIBOR Portion, together with all interest accrued thereon and all
other amounts payable to affected Lender with respect thereto under this
Agreement; provided, however, that the Company may elect to convert the
principal amount of the affected Portion into another type of Portion available
hereunder, subject to the terms and conditions of this Agreement.

Section 2.6. Unavailability of Deposits or Inability to Ascertain
Adjusted LIBOR. Notwithstanding any other provision of this Agreement or any
Note, if prior to the commencement of any Interest Period, (i) any Lender shall
determine in good faith that deposits in the amount of any LIBOR Portion
scheduled to be outstanding during such Interest Period are not readily
available to such Lender in the relevant market, or, (ii) by reason of
circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining Adjusted LIBOR, then such Lender shall promptly give
notice thereof to the Agent (which shall in turn promptly notify the Company and
the other Lenders) and the obligations of the Lenders to create, continue or
effect by conversion any such LIBOR Portion in such amount and for such Interest
Period shall terminate until deposits in such amount and for the Interest Period
selected by the Company shall again be readily available in the relevant market
and adequate and reasonable means exist for ascertaining Adjusted LIBOR.

Section 2.7. Taxes and Increased Costs. With respect to any LIBOR
Portion, if any Lender shall determine in good faith that any change in any
applicable law, treaty, regulation or guideline (including, without limitation,
Regulation D of the Board of Governors of the Federal Reserve System) or any new
law, treaty, regulation or guideline, or any new interpretation of any of the
foregoing by any governmental authority charged with the administration thereof
or any central bank or other fiscal, monetary or other authority having
jurisdiction over such Lender or its lending branch or the LIBOR Portions
contemplated by this Agreement (whether or not having the force of law), shall:

(i) impose, increase, or deem applicable any reserve, special deposit
or similar requirement against assets held by, or deposits in or for the
account of, or loans by, or any other acquisition of funds or disbursements
by, such Lender which is not in any instance already accounted for in
computing the interest rate applicable to such LIBOR Portion;

(ii) subject such Lender, any LIBOR Portion or a Note to the extent
it evidences such a Portion to any tax (including, without limitation, any
United States interest equalization tax or similar tax however named
applicable to the acquisition or holding of debt obligations and any
interest or penalties with respect thereto), duty, charge, stamp tax, fee,
deduction or withholding in respect of this Agreement, any LIBOR Portion or
a Note to the extent it evidences such a Portion, except such taxes as may
be measured by the overall net income or gross receipts of such Lender or
its lending branches and imposed by the jurisdiction, or any political
subdivision or taxing authority thereof, in which such Lender's principal
executive office or its lending branch is located;

(iii) change the basis of taxation of payments of principal and
interest due from the Company to such Lender hereunder or under a Note to
the extent it evidences any LIBOR Portion (other than by a change in
taxation of the overall net income or gross receipts of such Lender or its
lending branches); or

(iv) impose on such Lender any penalty with respect to the foregoing
or any other condition regarding this Agreement, any LIBOR Portion, or its
disbursement, or a Note to the extent it evidences any LIBOR Portion;

and such Lender shall determine in good faith that the result of any of the
foregoing is to increase the cost (whether by incurring a cost or adding to a
cost) to such Lender of creating or maintaining any LIBOR Portion hereunder or
to reduce the amount of principal or interest received or receivable by such
Lender (without benefit of, or credit for, any prorations, exemption, credits or
other offsets available under any such laws, treaties, regulations, guidelines
or interpretations thereof), then the Company shall pay within sixty (60) days
after written demand to the Agent for the account of such Lender from time to
time as specified by such Lender such additional amounts as such Lender shall
reasonably determine are sufficient to compensate and indemnify it for such
increased cost or reduced amount; provided, however, that the Company shall not
be obligated to pay any such amount or amounts to the extent such additional
cost or payment was incurred or paid by such Lender more than ninety (90) days
prior to the date of the delivery of the certificate referred to in the
immediately following sentence (nothing herein to impair or otherwise affect the
Company's liability hereunder for costs or payments subsequently incurred or
paid by such Lender). If a Lender makes such a claim for compensation, it shall
provide to the Company (with a copy to the Agent) substantially concurrently
with such demand a certificate setting forth the computation of the increased
cost or reduced amount as a result of any event mentioned herein in reasonable
detail and such certificate shall be conclusive if reasonably determined.

Section 2.8. Change in Capital Adequacy Requirements. If any Lender
shall determine that the adoption after the date hereof of any applicable law,
rule or regulation regarding capital adequacy, or any change in any existing
law, rule or regulation, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by such Lender
(or any of its branches) or any corporation controlling such Lender with any
request or directive regarding capital adequacy (whether or not having the force
of law) of any such authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on such Lender's or such
corporation's capital, as the case may be, as a consequence of such Lender's
obligations hereunder or for the credit which is the subject matter hereof to a
level below that which such Lender or such corporation would have achieved but
for such adoption, change or compliance (taking into consideration such Lender's
or such corporation's policies with respect to liquidity and capital adequacy)
by an amount deemed by such Lender to be material, then from time to time,
within thirty (30) days after written demand by such Lender, the Company shall
pay to the Agent for the account of such Lender such additional amount or
amounts reasonably determined by such Lender as will compensate such Lender for
such reduction; provided, however, that the Company shall not be obligated to
compensate such Lender to the extent its rate of return was so reduced more than
ninety (90) days prior to the date of such demand (nothing herein to impair or
otherwise affect the Company's liability hereunder to compensate for subsequent
reductions in such Lender's rate of return).

Section 2.9. Funding Indemnity. (a) In the event any Lender shall incur
any loss, cost or expense (including, without limitation, any loss (including
loss of profit), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired or contracted to be acquired by
such Lender to fund or maintain its part of any LIBOR Portion or the relending
or reinvesting of such deposits or other funds or amounts paid or prepaid to
such Lender) as a result of:

(i) any payment of a LIBOR Portion on a date other than the last day
of the then applicable Interest Period for any reason, whether before or
after default, and whether or not such payment is required by any
provisions of this Agreement; or

(ii) any failure by the Company to create, borrow, continue or effect
by conversion a LIBOR Portion on the date specified in a notice given
pursuant to this Agreement;

then, upon the demand of such Lender, the Company shall pay to the Agent for the
account of such Lender such amount as will reimburse such Lender for such loss,
cost or expense.

(b) If a Lender requests such a reimbursement under clause (a) above, it
shall provide to the Company (with a copy to the Agent) a certificate setting
forth the computation of the loss, cost or expense giving rise to the request
for reimbursement in reasonable detail and such certificate shall be conclusive
if reasonably determined; provided, however, that the Company shall not be
obligated to pay any such amount or amounts to the extent such loss, cost or
expense was incurred by such Lender more than ninety (90) days prior to the date
of the delivery of such certificate (nothing herein to impair or otherwise
affect the Company's liability hereunder to compensate for any subsequent loss,
cost, or expense incurred by such Lender).

Section 2.10. Lending Branch. Each Lender may, at its option, elect to
make, fund or maintain its pro rata share of the Loans hereunder at the branches
or offices specified on the signature pages hereof or on any Assignment
Agreement executed and delivered pursuant to Section 11.9 hereof or at such of
its branches or offices as such Lender may from time to time elect. To the
extent reasonably possible, a Lender shall designate an alternate branch or
funding office with respect to its pro rata share of the LIBOR Portions to
reduce any liability of the Company to such Lender under Section 2.7 hereof or
to avoid the unavailability of an interest rate option under Section 2.6 hereof,
so long as such designation is not otherwise disadvantageous in any material
respect to the Lender.

Section 2.11. Discretion of Lenders as to Manner of Funding.
Notwithstanding any provision of this Agreement to the contrary, each Lender
shall be entitled to fund and maintain its funding of all or any part of its
Notes in any manner it sees fit, it being understood, however, that for the
purposes of this Agreement all determinations hereunder (including, without
limitation, determinations under Sections 2.6, 2.7 and 2.9 hereof) shall be made
as if each Lender had actually funded and maintained each LIBOR Portion during
each Interest Period applicable thereto through the purchase of deposits in the
relevant market in the amount of its pro rata share of such LIBOR Portion,
having a maturity corresponding to such Interest Period, and bearing an interest
rate equal to the LIBOR for such Interest Period.

Section 2.12. Lender's Duty to Mitigate. Each Lender agrees that, as
promptly as practicable after it becomes aware of the occurrence of an event or
the existence of a condition that would cause it to be affected under
Section 2.5, 2.6 or 2.7 hereof, such Lender will, after notice to the Company,
to the extent not inconsistent with such Lender's internal policies and
customary business practices, use its best efforts to make, fund or maintain the
affected LIBOR Portion through another lending office of such Lender if as a
result thereof the unlawfulness which would otherwise require payment of such
Portion pursuant to Section 2.5 hereof would cease to exist or the circumstances
which would otherwise terminate such Lender's obligation to make such Portion
under Section 2.6 hereof would cease to exist or the increased costs which would
otherwise be required to be paid in respect of such Portion pursuant to
Section 2.7 hereof would be materially reduced, and if, as determined by such
Lender, in its sole discretion, the making, funding or maintaining of such
Portion through such other lending office would not otherwise adversely affect
such Portion or such Lender. The Company hereby agrees to pay all reasonable
expenses incurred by each such Lender in utilizing another lending office
pursuant to this Section 2.12.

SECTION 3. FEES, PREPAYMENTS AND TERMINATIONS.

Section 3.1. Commitment Fee. For the period from and including the date
hereof to but not including the Termination Date, the Company shall pay to the
Agent for the account of the Lenders a commitment fee on the average daily
unused portion of the Commitments at the rate of 0.125% per annum (computed on
the basis of a year of 360 days for the actual number of days elapsed). Such
commitment fee accruing during each calendar quarter shall be payable quarter-
annually in arrears on the 15th day of the immediately following calendar
quarter (commencing on the first of such dates after the date hereof) and on the
Termination Date.

Section 3.2. Agent's Fee. On the date hereof, and on the date occurring
on each anniversary of the date hereof when any credit, or commitment to extend
credit, is outstanding hereunder, the Company shall pay to the Agent, for its
own use and benefit, an Agent's fee as mutually agreed upon by the Company and
the Agent.

Section 3.3. Defaulting Lender. Notwithstanding anything herein to the
contrary, any commitment fee accrued with respect to any of the Commitments of a
Defaulting Lender during the period prior to the time such Lender became a
Defaulting Lender and unpaid at such time shall not be payable by the Company so
long as such Lender shall be a Defaulting Lender except to the extent that such
commitment fee shall otherwise have been due and payable by the Company prior to
such time; and provided further that no commitment fee shall accrue on any of
the Commitments of a Defaulting Lender so long as such Lender shall be a
Defaulting Lender.

Section 3.4. Voluntary Prepayments. The Company shall have the privilege
of prepaying the Notes, without premium or penalty, in whole or in part (but if
in part, then in a minimum amount of (x) $100,000 or such greater amount which
is an integral multiple of $100,000 as to any particular class of A Notes being
prepaid or (y) $5,000,000 or such greater amount which is an integral multiple
of $1,000,000 as to any particular class of B Notes being prepaid) at any time
upon prior notice to the Agent (such notice if received subsequent to 11:00 a.m.
(Chicago time) on a given day to be treated as though received at the opening of
business on the next Business Day), which shall promptly so notify the Lenders,
by paying to the Agent for the account of the Lenders the principal amount to be
prepaid and (i) if such a prepayment prepays any particular class of Notes in
full, accrued interest thereon to the date of prepayment, (ii) if such a
prepayment prepays the A Notes in full and is accompanied by the termination in
whole of the Commitments, accrued interest thereon to the date of prepayment
plus any commitment fee which has accrued on such Commitments and is unpaid,
(iii) if such a prepayment prepays any particular class of B Notes in full,
accrued interest thereon to the date of prepayment plus any commitment fee which
has accrued on the Commitments and is unpaid and (iv) any amounts due to the
Lenders under Section 2.9 hereof.

Section 3.5. Terminations. The Company shall have the right at any time
and from time to time, upon prior notice to the Agent (which shall promptly so
notify the Lenders), effective as of the close of any calendar quarter specified
in such notice ending more than thirty (30) days after the Agent's receipt of
such notice, to ratably terminate without premium or penalty and in whole or in
part (but if in part, then in an aggregate amount not less than $500,000 or such
greater amount which is an integral multiple of $100,000) the Commitments,
provided that the Commitments may not be reduced to an amount less than the
aggregate principal amount of the A Loans then outstanding under such
Commitments. Any termination of Commitments pursuant to this Section 3.4 may
not be reinstated.

SECTION 4. PAYMENTS, NOTATIONS AND REPLACEMENTS OF LENDERS.

Section 4.1. Place and Application of Payments. All payments of
principal, interest, fees and all other Obligations payable hereunder and under
the other Loan Documents shall be made to the Agent at its office at 111 West
Monroe Street, Chicago, Illinois (or at such other place as the Agent may
specify) on the date any such payment is due and payable. Payments received by
the Agent after 11:00 a.m. (Chicago time) shall be deemed received as of the
opening of business on the next Business Day. All such payments shall be made
in lawful money of the United States of America, in immediately available funds
at the place of payment, without set-off or counterclaim and without reduction
for, and free from, any and all present or future taxes, levies, imposts,
duties, fees, charges, deductions, withholdings, restrictions and conditions of
any nature imposed by any government or any political subdivision or taxing
authority thereof (but excluding any taxes imposed on or measured by the net
income of any Lender). No amount paid or prepaid on the B Notes may be
reborrowed, and partial prepayments of any class of the B Notes shall be applied
in the inverse order of their maturities. Except as herein provided, all
payments shall be received by the Agent for the ratable account of the Lenders
and shall be promptly distributed by the Agent ratably to the Lenders. Unless
the Company otherwise directs, principal payments on any particular class of
Notes shall be first applied to the Domestic Rate Portion (if any) of such Notes
until payment in full thereof, with any balance applied to the LIBOR Portions
(if any) of such Notes in the order in which their Interest Periods expire.

Anything contained herein to the contrary notwithstanding, all payments and
collections received in respect of the Obligations, in each instance, by the
Agent or any of the Lenders after the occurrence of an Event of Default shall be
remitted to the Agent and distributed as follows:

(a) first, to the payment of any outstanding costs and expenses
incurred by the Agent in protecting, preserving or enforcing rights under
this Agreement or any of the other Loan Documents, and in any event
including all costs and expenses of a character which the Company has
agreed to pay under Section 11.4 hereof (such funds to be retained by the
Agent for its own account unless it has previously been reimbursed for such
costs and expenses by the Lenders, in which event such amounts shall be
remitted to the Lenders to reimburse them for payments theretofore made to
the Agent);

(b) second, to the payment of any outstanding interest or other fees
or amounts due under this Agreement or any of the other Loan Documents
other than for principal, pro rata as among the Agent and the Lenders in
accord with the amount of such interest and other fees or amounts owing
each;

(c) third, to the payment of the principal of the Notes, pro rata as
among the Lenders in accord with the then respective unpaid principal
balances of the Notes;

(d) fourth, to the Agent and the Lenders pro rata in accord with the
amounts of any other Obligations owing to them (if any) unless and until
all such Obligations have been fully paid and satisfied; and

(e) fifth, to the Company or to whoever else applicable law shall
require.

Section 4.2. Notations. All Loans made against a Note, the status of all
amounts evidenced by a Note as constituting part of an A Loan or B Loan or part
of the Domestic Rate Portion or a LIBOR Portion, and, in the case of any LIBOR
Portion, the rates of interest and Interest Periods applicable to such Portions
shall be recorded by each Lender on its books and records or, at its option in
any instance, endorsed on a schedule to its Note and the unpaid principal
balance and status, rates and Interest Periods so recorded or endorsed by such
Lender shall be prima facie evidence in any court or other proceeding brought to
enforce such Note of the principal amount remaining unpaid thereon, the status
of the Loans evidenced thereby and the interest rates and Interest Periods
applicable thereto; provided that the failure of a Lender to record any of the
foregoing shall not limit or otherwise affect the obligation of the Company to
repay the principal amount of each Note together with accrued interest thereon.
Prior to any negotiation of a Note, a Lender shall record on a schedule thereto
the status of all amounts evidenced thereby as constituting part of the
applicable Domestic Rate Portion or a LIBOR Portion and, in the case of any
LIBOR Portion, the rates of interest and the Interest Periods applicable
thereto. As soon as practicable, but in no event later than one (1) Business
Day after prior written notice from the Company to each Lender, such Lender
shall provide to the Company a written payoff letter from such Lender setting
forth the amount required to pay the Notes in full as of the date or dates
requested by the Company and any other amounts due by the Company hereunder
(with a per diem amount owing thereafter).

Section 4.3. Replacement of Lender. (a) In the event that (x) the
Company receives from a Lender a certificate requesting an amount be paid to
such Lender under Section 2.7, 2.8 or 2.9 hereof and the Required Lenders have
not similarly made requests for payment arising out of the same circumstances or
(y) the obligation of any Lender to make or maintain any LIBOR Portion has
terminated under Section 2.5 or 2.6 hereof and the obligations of the Required
Lenders to make or maintain LIBOR Portions have not similarly terminated by
reason of the same circumstances or (z) any Lender becomes a Defaulting Lender,
then the Company may request other Lenders hereunder to assume in full the
Commitments then in effect of the Lender requesting such amount be paid or whose
obligations with respect to LIBOR Portions have so terminated or of such
Defaulting Lender, as the case may be (such Lender in each case being herein
referred to as the "Replaceable Lender"), and to purchase the Notes issued to
the Replaceable Lender at a price equal to the outstanding principal amount of
such Notes and the Replaceable Lender's share of any accrued and unpaid interest
on such Notes plus accrued and unpaid commitment fees owed to the Replaceable
Lender, and if any Lender or Lenders in their sole discretion agree so to assume
in full the Commitments of the Replaceable Lender (each an "Assuming Lender"),
and after payment by the Company to the Replaceable Lender of all amounts due
under this Agreement to such Lender (including any amount specified as due in a
certificate submitted under Section 2.7, 2.8 or 2.9 hereof) not so paid by the
Assuming Lender, then such assumption shall take place in the manner set forth
in subsection (b) below. In the event no Lender or Lenders agrees to assume in
full the Commitments of the Replaceable Lender, then the Company may nominate
one or more Lenders not then party to this Agreement so to assume in full the
Commitments of the Replaceable Lender, and if such nominated Lender or Lenders
are acceptable to the Required Lenders (excluding the Replaceable Lender), such
assumption shall take place in the manner set forth in subsection (b) below and
each such Lender or Lenders shall become a Lender hereunder (each a "New
Lender") and the Replaceable Lender shall no longer be a party hereto or have
any rights hereunder.

(b) In the event a Replaceable Lender's Commitments are to be assumed in
full by an Assuming Lender or a New Lender, then such assumption shall take
place on a date acceptable to the Company, the Replaceable Lender and the
Assuming Lender or New Lender, as the case may be, and such assumption shall
take place through the payment of all amounts due under this Agreement to the
Replaceable Lender and the execution of such instruments and documents as shall,
in the reasonable opinion of the Agent, be reasonably necessary or appropriate
for the Assuming Lender or New Lender to assume in full the Commitments of the
Replaceable Lender (including, without limitation, the issuance of new Notes and
the execution of an amendment hereto making any New Lender a party hereto). In
the event no Assuming Lender or New Lender agrees to assume in full the
Commitments of the Replaceable Lender, then such Replaceable Lender shall remain
a party hereto and its Commitments shall remain in effect.

(c) The rights and remedies against a Defaulting Lender under this
Agreement, including without limitation this Section 4.3, are in addition to
other rights and remedies that the Company may have against such Defaulting
Lender with respect to any Loan which such Defaulting Lender has not funded, and
that the Agent, or any Lender may have against such Defaulting Lender with
respect to any such Loan.

SECTION 5. DEFINITIONS; INTERPRETATION.

Section 5.1. Definitions. The following terms when used herein shall
have the following meanings:

"Adjusted LIBOR" means a rate per annum determined by the Agent in
accordance with the following formula:

Adjusted LIBOR = LIBOR
___________________

100%-Reserve Percentage

"Reserve Percentage" means, for the purpose of computing Adjusted LIBOR, the
maximum rate of all reserve requirements (including, without limitation, any
marginal, emergency, supplemental or other special reserves) imposed by the
Board of Governors of the Federal Reserve System (or any successor) under
Regulation D on Eurocurrency liabilities (as such term is defined in
Regulation D) for the applicable Interest Period as of the first day of such
Interest Period, but subject to any amendments to such reserve requirement by
such Board or its successor, and taking into account any transitional
adjustments thereto becoming effective during such Interest Period. For
purposes of this definition, LIBOR Portions shall be deemed to be Eurocurrency
liabilities as defined in Regulation D without benefit of or credit for
prorations, exemptions or offsets under Regulation D. "LIBOR" means, for each
Interest Period, (a) the LIBOR Index Rate for such Interest Period, if such rate
is available, and (b) if the LIBOR Index Rate cannot be determined, the
arithmetic average of the rates of interest per annum (rounded upward, if
necessary, to the nearest 1/100th of 1%) at which deposits in U.S. Dollars in
immediately available funds are offered to the Agent at 11:00 a.m. (London,
England time) two (2) Business Days before the beginning of such Interest Period
by three (3) or more major banks in the interbank eurodollar market selected by
the Agent for a period equal to such Interest Period and in an amount equal or
comparable to the applicable LIBOR Portion scheduled to be outstanding from the
Agent during such Interest Period. "LIBOR Index Rate" means, for any Interest
Period, the rate per annum (rounded upwards, if necessary, to the next higher
one hundred-thousandth of a percentage point) for deposits in U.S. Dollars for a
period equal to such Interest Period which appears on the Telerate Page 3750 as
of 11:00 a.m. (London, England time) on the date two Business Days before the
commencement of such Interest Period. "Telerate Page 3750" means the display
designated as "Page 3750" on the Telerate Service (or such other page as may
replace Page 3750 on that service or such other service as may be nominated by
the British Bankers' Association as the information vendor for the purpose of
displaying British Banker's Association Interest Settlement Rates for U.S.
Dollar deposits). Each determination of LIBOR made by the Agent shall be
conclusive and binding on the Company and the Lenders absent manifest error.

"Affiliate" means any Person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, another Person.
A Person shall be deemed to control another Person for the purposes of this
definition if such Person possesses, directly or indirectly, the power to
direct, or cause the direction of, the management and policies of the other
Person, whether through the ownership of voting securities, common directors,
trustees or officers, by contract or otherwise; provided that, in any event for
purposes of this definition, any Person that owns, directly or indirectly, 5% or
more of the securities having the ordinary voting power for the election of
directors or governing body of a corporation or 5% or more of the partnership or
other ownership interests of any other Person (other than as a limited partner
of such other Person) will be deemed to control such corporation or other
Person.

"Agent" means Harris Trust and Savings Bank and any successor thereto
appointed pursuant to Section 10.1 hereof.

"Agreement" means this Credit Agreement, as the same may be amended,
modified or restated from time to time in accordance with the terms hereof.

"A Loan" is defined in Section 1.2 hereof.

"A Note" is defined in Section 1.2 hereof.

"Applicable Margin" means the rate specified below, subject to quarterly
adjustment as hereinafter provided:

When Following Status
Exists For Any Margin
Determination Date Applicable Applicable Applicable Applicable
Margin Margin Margin Margin

For Domestic Rate For LIBOR Portions For Domestic Rate For LIBOR Portions
Portion of A Loans of A Loans Portion of B Loans
of B Loans
Is:
Is: Is: Is:
<S> <C> <C> <C> <C>
Level I Status 0% 0.375% 0% 0.625%
Level II Status 0% 0.500% 0% 0.750%
Level III Status 0% 0.750% 0% 1.000%
Level IV Status 0% 1.00% 0% 1.250%
</TABLE>

provided, however, that all of the foregoing is subject to the following:

(i) the initial Applicable Margin in effect through the first Margin
Determination Date shall be the Applicable Margin for Level III Status;

(ii) the Applicable Margin in effect through the Margin Determination
Date corresponding with the end of the Company's 1997 fiscal year shall not
be greater than the Applicable Margin for Level III Status;

(iii) on or before the date that is thirty (30) Business Days after
the date on which the Company has delivered a Compliance Certificate to the
Agent for a given quarterly accounting period pursuant to Section 8.5
hereof (such date that is thirty (30) Business Days after the date on which
the Company delivered a Compliance Certificate to the Agent being herein
referred to as the "Margin Determination Date"), the Agent shall determine
whether Level I Status, Level II Status, Level III Status or Level IV
Status exists as of the close of the applicable accounting period, based
upon the Compliance Certificate and financial statements delivered to the
Agent under Section 8.5 hereof for such accounting period, and shall
promptly notify the Company and the Lenders of such determination and of
any change in the Applicable Margin resulting therefrom. Any such change
in the Applicable Margin shall be effective as of such Margin Determination
Date, with such new Applicable Margin to continue in effect until the next
Margin Determination Date. If the Company has not delivered a Compliance
Certificate by the date such Compliance Certificate is required to be
delivered under Section 8.5 hereof, until a Compliance Certificate is
delivered before the next Margin Determination Date, the Applicable Margin
shall be the Applicable Margin for Level I Status. If the Company
subsequently delivers a Compliance Certificate before the next Margin
Determination Date, the Applicable Margin established by such Compliance
Certificate shall take effect from the date of delivery until the next
Margin Determination Date; and

(iv) if and so long as any Event of Default has occurred and is
continuing hereunder, notwithstanding anything herein to the contrary, the
Applicable Margin shall be the Applicable Margin for Level I Status.

"Authorized Representative" means the Chairman of the Board, President,
Chief Executive Officer, Chief Financial Officer, Senior Vice President-Finance,
Vice President-Finance and Vice President & Controller of the Company and those
other persons (if any) shown on the list of officers provided by the Company
pursuant to Section 7.2(a) hereof or on any update of any such list provided by
the Company to the Agent, or any further or different officer of the Company so
named by the Chairman of the Board, President, Chief Executive Officer, Chief
Financial Officer, Senior Vice President-Finance, Vice President-Finance or Vice
President & Controller of the Company in a written notice to the Agent.

"B Loans" is defined in Section 1.3 hereof.

"B Notes" is defined in Section 1.3 hereof.

"Business Day" means any day other than a Saturday or Sunday on which banks
are not authorized or required to close in Chicago, Illinois and, when used with
respect to LIBOR Portions, a day on which banks are also dealing in United
States Dollar deposits in London, England and Nassau, Bahamas.

"Capital Lease" means any lease of Property which in accordance with GAAP
is required to be capitalized on the balance sheet of the lessee.

"Capitalized Lease Obligation" means the amount of the liability shown on
the balance sheet of any Person in respect of a Capital Lease determined in
accordance with GAAP.

"Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto.

"Company" is defined in the introductory paragraph hereof.

"Compliance Certificate" means a certificate furnished to the Agent
pursuant to Section 8.5 hereof in the form of Exhibit D hereto.

"Commitment" is defined in Section 1.1 hereof.

"Controlled Group" means all members of a controlled group of corporations
and all trades or businesses (whether or not incorporated) under common control
which, together with the Company or any of its Subsidiaries, are treated as a
single employer under Section 414 of the Code.

"Default" means any event or condition the occurrence of which would, with
the passage of time or the giving of notice, or both, constitute an Event of
Default.

"Defaulting Lender" shall mean a Lender which has failed to fund as and
when required by the terms and conditions of this Agreement such Lender's
ratable share of any Loan hereunder, if any so long as such failure continues
unremedied.

"Domestic Rate" means, for any day, the greater of (i) the rate of interest
announced by the Agent from time to time as its prime commercial rate, as in
effect on such day; and (ii) the sum of (x) the rate determined by the Agent to
be the average (rounded upwards, if necessary, to the next higher 1/100 of 1%)
of the rates per annum quoted to the Agent at approximately 10:00 a.m. (Chicago
time) (or as soon thereafter as is practicable) on such day (or, if such day is
not a Business Day, on the immediately preceding Business Day) by two or more
Federal funds brokers selected by the Agent for the sale to the Agent at face
value of Federal funds in an amount equal or comparable to the principal amount
owed to the Agent for which such rate is being determined, plus (y) 3/8 of 1%
(0.375%).

"Domestic Rate Portions" is defined in Section 2.1(a) hereof.

"EBITDA" means, with reference to any period, Net Income for such period
plus all amounts deducted in arriving at such Net Income amount in respect of
(i) Interest Expense for such period, plus (ii) federal, state and local income
taxes for such period, plus (iii) all amounts properly charged for depreciation
of fixed assets and amortization of intangible assets during such period on the
books of the Company and its Subsidiaries.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute thereto.

"Event of Default" means any event or condition identified as such in
Section 9.1 hereof.

"Existing Credit Agreement" means the Credit Agreement dated as of June 5,
1996, among the Company, the banks referred to therein and the Agent, as agent.

"Fixed Charges" means, with reference to any period, the sum (without
duplication) of (i) the aggregate amount of payments required to be made by the
Company and its Subsidiaries within the twelve (12) calendar months following
the close of such period in respect of principal on all long-term Indebtedness
for Borrowed Money (whether at maturity, as a result of mandatory sinking fund
redemption, mandatory prepayment, acceleration or otherwise), plus (ii) Interest
Expense for such period, plus (iii) the aggregate amount of capital expenditures
(as determined and classified in accordance with GAAP) made by the Company and
its Subsidiaries during such period.

"Fixed Charge Coverage Ratio" is defined in Section 8.9 hereof.

"GAAP" means generally accepted accounting principles as in effect from
time to time, applied by the Company and its Subsidiaries on a basis consistent
with the preparation of the Company's most recent financial statements furnished
to the Lenders pursuant to Section 6.5 hereof.

"Guaranties" is defined in Section 1.5 hereof.

"Guarantors" is defined in Section 1.5 hereof.

"Indebtedness for Borrowed Money" means for any Person (without
duplication) (i) all indebtedness created, assumed or incurred in any manner by
such Person representing money borrowed (including by the issuance of debt
securities), (ii) all indebtedness for the deferred purchase price of property
or services (other than trade accounts payable arising in the ordinary course of
business which are not more than sixty (60) days past due), (iii) all
indebtedness secured by any Lien upon Property of such Person, whether or not
such Person has assumed or become liable for the payment of such indebtedness,
(iv) all Capitalized Lease Obligations of such Person and (v) all obligations of
such Person on or with respect to letters of credit, bankers' acceptances and
other extensions of credit whether or not representing obligations for borrowed
money.

"Interest Expense" means, with reference to any period, the sum of all
interest charges (including imputed interest charges with respect to Capitalized
Lease Obligations and all amortization of debt discount and expense) of the
Company and its Subsidiaries for such period determined in accordance with GAAP.

"Interest Period" means, with respect to any LIBOR Portion, the period
commencing on, as the case may be, the creation, continuation or conversion date
with respect to such LIBOR Portion and ending one (1), two (2), three (3) or
six (6) months thereafter as selected by the Company in its notice as provided
herein; provided that all of the foregoing provisions relating to Interest
Periods are subject to the following:

(i) if any Interest Period would otherwise end on a day which is not
a Business Day, that Interest Period shall be extended to the next
succeeding Business Day, unless in the case of an Interest Period for a
LIBOR Portion the result of such extension would be to carry such Interest
Period into another calendar month in which event such Interest Period
shall end on the immediately preceding Business Day;

(ii) no Interest Period may extend beyond the final maturity date of
the relevant Notes;

(iii) the interest rate to be applicable to each Portion for each
Interest Period shall apply from and including the first day of such
Interest Period to but excluding the last day thereof; and

(iv) no Interest Period may be selected if after giving effect
thereto the Company will be unable to make a principal payment scheduled to
be made during such Interest Period without paying part of a LIBOR Portion
on a date other than the last day of the Interest Period applicable
thereto.

For purposes of determining an Interest Period, a month means a period starting
on one day in a calendar month and ending on a numerically corresponding day in
the next calendar month; provided, however, if an Interest Period begins on the
last day of a month or if there is no numerically corresponding day in the month
in which an Interest Period is to end, then such Interest Period shall end on
the last Business Day of such month.

"Lender" means Harris Trust and Savings Bank, the other signatories hereto
(other than the Company) and all other lenders becoming parties hereto pursuant
to Section 11.9 hereof.

"Level I Status" means, for any Margin Determination Date, that as of the
close of the quarterly accounting period with reference to which such Margin
Determination Date was set, the Fixed Charge Coverage Ratio is greater than or
equal to 2.00 to 1.

"Level II Status" means, for any Margin Determination Date, that as of the
close of the quarterly accounting period with reference to which such Margin
Determination Date was set, the Fixed Charge Coverage Ratio is greater than 1.50
to 1 but less than 2.00 to 1.

"Level III Status" means, for any Margin Determination Date, that as of the
close of the quarterly accounting period with reference to which such Margin
Determination Date was set, the Fixed Charge Coverage Ratio is greater than 1.00
to 1 but less than or equal to 1.50 to 1.

"Level IV Status" means, for any Margin Determination Date, that as of the
close of the quarterly accounting period with reference to which such Margin
Determination Date was set, the Fixed Charge Coverage Ratio is less than or
equal to 1.00 to 1.

"LIBOR Portions" is defined in Section 2.1(a) hereof.

"Lien" means any mortgage, lien, security interest, pledge, charge or
encumbrance of any kind in respect of any Property, including the interests of a
vendor or lessor under any conditional sale, Capital Lease or other title
retention arrangement.

"Loan Documents" means this Agreement, the Notes and the Guaranties.

"Loans" means and includes A Loans and B Loans, unless the context in which
such term is used shall otherwise require.

"Material Subsidiary" shall mean each Subsidiary other than a Non-Material
Subsidiary.

"Net Income" means, with reference to any period, the net income (or net
loss) of the Company and its Subsidiaries for such period as computed on a
consolidated basis in accordance with GAAP, and, without limiting the foregoing,
after deduction from gross income of all expenses and reserves, including
reserves for all taxes on or measured by income, but excluding any extraordinary
profits or losses and also excluding any taxes on such profits and any tax
credits upon such losses.

"Non-Material Subsidiary" shall mean any Subsidiary (i) the revenues of
which (directly and together with its subsidiaries) for the most recently
completed fiscal year of the Company were less than 2% of the Company's
consolidated revenues for such fiscal year and (ii) the consolidated total
assets of which (directly and together with its subsidiaries) as of the date of
such financial statements were less than 2% of the Company's consolidated total
assets as of such date; provided, however, that each Subsidiary which would (but
for this proviso) constitute a Non-Material Subsidiary with the greatest
revenues shall constitute a Material Subsidiary if (i) the revenues of such
Subsidiary (directly and together with its subsidiaries), when together with the
revenues of Non-Material Subsidiaries (directly and together with their
respective subsidiaries), in each case for the most recently completed fiscal
year of the Company equal or exceed 5% of the Company's consolidated revenues
for such fiscal year or (ii) the consolidated total assets of such Subsidiary
(directly and together with its subsidiaries), when taken together with the
consolidated total assets of the Non-Material Subsidiaries (directly and
together with their respective subsidiaries), in each case as the date of such
financial statements equal or exceed 5% of the Company's consolidated total
assets as of such date.

"Notes" means and includes the A Notes and the B Notes, unless the context
in which such term is used shall otherwise require.

"Obligations" means all obligations of the Company to pay principal and
interest on the Loans, all fees and charges payable hereunder, and all other
payment obligations of the Company arising under or in relation to any Loan
Document, in each case whether now existing or hereafter arising, due or to
become due, direct or indirect, absolute or contingent, and howsoever evidenced,
held or acquired.

"PBGC" means the Pension Benefit Guaranty Corporation or any Person
succeeding to any or all of its functions under ERISA.

"Permitted Shareholder Redemptions" means redemptions by the Company of its
common capital stock during the period from the date hereof through June 30,
1999 for an aggregate consideration not to exceed $25,000,000.

"Person" means an individual, partnership, corporation, association, trust,
unincorporated organization or any other entity or organization, including a
government or agency or political subdivision thereof.

"Plan" means any employee pension benefit plan covered by Title IV of ERISA
or subject to the minimum funding standards under Section 412 of the Code that
either (i) is maintained by a member of the Controlled Group for employees of a
member of the Controlled Group, or (ii) is maintained pursuant to a collective
bargaining agreement or any other arrangement under which more than one employer
makes contributions and to which a member of the Controlled Group is then making
or accruing an obligation to make contributions or has within the preceding five
plan years made contributions.

"Portion" is defined in Section 2.1(a) hereof.

"Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

"Required Lenders" means, as of the date of determination thereof, those
Lenders holding at least 66-2/3% of the Commitments or, in the event that no
Commitments are outstanding hereunder, holding at least 66-2/3% in aggregate
principal amount of the Loans; provided, however, if at such time (i) any Lender
shall be a Defaulting Lender and (ii) no Default or Event of Default shall have
occurred and be continuing, there shall be excluded from the determination of
Required Lenders (i) the Commitments of such Lender at such time and (ii) if no
Commitments are outstanding at such time, the aggregate amount of the Loans
owing to such Lender (in its capacity as a Lender) and outstanding at such time.

"Revolving Credit" is defined in Section 1.1 hereof.

"Revolving Credit Commitments" means the commitments of the Lenders to
extend credit under the Revolving Credit in the amounts set forth opposite their
signatures hereto under the heading "Commitment" and opposite their signatures
on Assignment Agreements delivered pursuant to Section 11.9 hereof under the
heading "Commitment", as such amounts may be reduced pursuant hereto.

"SEC" shall mean the Securities and Exchange Commission of the United
States.

"Subsidiary" means any corporation or other Person more than 50% of the
outstanding ordinary voting shares or other equity interests of which is at the
time directly or indirectly owned by the Company, by one or more of its
Subsidiaries, or by the Company and one or more of its Subsidiaries.

"Tangible Net Worth" means, as of any time the same is to be determined,
the total shareholders' equity (including capital stock, additional paid-in-
capital and retained earnings after deducting treasury stock, but excluding
minority interests in Subsidiaries) which would appear on the balance sheet of
the Company and its Subsidiaries determined on a consolidated basis in
accordance with GAAP, less the sum of (i) all notes receivable from officers and
employees of the Company and its Subsidiaries, (ii) the aggregate book value of
all assets which would be classified as intangible assets under GAAP, including,
without limitation, goodwill, patents, trademarks, trade names, copyrights,
franchises and deferred charges (including, without limitation, unamortized debt
discount and expense, organization costs and deferred research and development
expense) and similar assets and (iii) the write-up of assets above cost.

"Termination Date" means June 30, 2002, or such earlier date on which the
Commitments are terminated in whole pursuant to Section 3.5, 9.2 or 9.3 hereof.

"Total Capitalization" means, as of any time the same is to be determined,
the sum of Tangible Net Worth plus Total Funded Debt.

"Total Funded Debt" means all Indebtedness for Borrowed Money of the
Company and its Subsidiaries determined without duplication on a consolidated
basis.

"Total Liabilities" means, as of any time the same is to be determined, the
aggregate of all indebtedness, obligations, liabilities, reserves and any other
items which would be listed as a liability on a balance sheet of the Company and
its Subsidiaries determined on a consolidated basis in accordance with GAAP, and
in any event including all indebtedness and liabilities of any other Person
which the Company or any Subsidiary may guarantee or otherwise be responsible or
liable for (other than any liability arising out of the endorsement of
commercial paper for deposit or collection received in the ordinary course of
business or other contingent liabilities not required to be included under GAAP
as liabilities on a balance sheet), all indebtedness and liabilities secured by
any Lien on any Property of the Company or any Subsidiary, whether or not the
same would be classified as a liability on a balance sheet, the liability of the
Company or any Subsidiary in respect of banker's acceptances and letters of
credit, and the aggregate amount of rentals or other consideration payable by
the Company or any Subsidiary in accordance with GAAP over the remaining
unexpired term of all Capital Leases, but excluding all general contingency
reserves and reserves for deferred income taxes and investment credit.

"Unfunded Vested Liabilities" means, for any Plan at any time, the amount
(if any) by which the present value of all vested nonforfeitable accrued
benefits under such Plan exceeds the fair market value of all Plan assets
allocable to such benefits, all determined as of the then most recent valuation
date for such Plan, but only to the extent that such excess represents a
potential liability of a member of the Controlled Group to the PBGC or the Plan
under Title IV of ERISA.

"Voting Stock" of any Person means capital stock of any class or classes
(however designated) having ordinary voting power for the election of directors
or such Person, other than stock having such power only by reason of the
happening of a contingency.

"Welfare Plan" means a "welfare plan" as defined in Section 3(1) of ERISA.

"Wholly-Owned Subsidiary" means a Subsidiary of which all of the issued and
outstanding shares of capital stock (other than directors' qualifying shares as
required by law) or other equity interests are owned by the Company and/or one
or more Wholly-Owned Subsidiaries within the meaning of this definition.

Section 5.2. Interpretation. The foregoing definitions are equally
applicable to both the singular and plural forms of the terms defined. The
words "hereof", "herein", and "hereunder" and words of like import when used in
this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement. All references to time of day herein
are references to Chicago, Illinois time unless otherwise specifically provided.
Where the character or amount of any asset or liability or item of income or
expense is required to be determined or any consolidation or other accounting
computation is required to be made for the purposes of this Agreement, it shall
be done in accordance with GAAP except where such principles are inconsistent
with the specific provisions of this Agreement.

SECTION 6. REPRESENTATIONS AND WARRANTIES.

The Company represents and warrants to the Agent and the Lenders as
follows:

Section 6.1. Organization and Qualification. The Company is duly
organized, validly existing and in good standing as a corporation under the laws
of the State of Illinois, has full and adequate corporate power to own its
Property and conduct its business as now conducted, and is duly licensed or
qualified and in good standing in each jurisdiction where the failure to be so
licensed or qualified would have a material adverse effect on the financial
condition, Properties, business or operations of the Company and its
Subsidiaries, taken as a whole.

Section 6.2. Subsidiaries. Each Subsidiary is duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is
incorporated or organized, as the case may be, has full and adequate power to
own its Property and conduct its business as now conducted, and is duly licensed
or qualified and in good standing in each jurisdiction where the failure to be
so licensed or qualified would have a material adverse effect on the financial
condition, Properties, business or operations of the Company and its
Subsidiaries, taken as a whole. Each Wholly-Owned Subsidiary that is a Material
Subsidiary is also a Guarantor. Each Guarantor has full right, power and
authority to execute and deliver the Guaranty being executed by it and to
observe and perform each and all of the matters and things therein provided for,
and the Guaranties do not, nor will the performance or observance by the
Guarantors of any of the matters and things therein provided for, contravene any
provision of law or any charter or by-law provision of the Guarantors or any
covenant, indenture or agreement of or affecting the Guarantors or any of their
respective Properties or require any governmental approval or consent.
Schedule 6.2 hereto identifies each Subsidiary, the jurisdiction of its
incorporation or organization, as the case may be, the percentage of issued and
outstanding shares of each class of its capital stock or other equity interests
owned by the Company and the Subsidiaries and, if such percentage is not 100%
(excluding directors' qualifying shares as required by law), a description of
each class of its authorized capital stock and other equity interests and the
number of shares of each class issued and outstanding. All of the outstanding
shares of capital stock and other equity interests of each Subsidiary are
validly issued and outstanding and fully paid and nonassessable and all such
shares and other equity interests indicated on Schedule 6.2 as owned by the
Company or a Subsidiary are owned, beneficially and of record, by the Company or
such Subsidiary free and clear of all Liens. There are no outstanding
commitments or other obligations of any Subsidiary to issue, and no options,
warrants or other rights of any Person to acquire, any shares of any class of
capital stock or other equity interests of any Subsidiary.

Section 6.3. Corporate Authority and Validity of Obligations. The Company
has full right and authority to enter into this Agreement and the other Loan
Documents, to make the borrowings herein provided for, to issue its Notes in
evidence thereof and to perform all of its obligations hereunder and under the
other Loan Documents. The Loan Documents delivered by the Company have been
duly authorized, executed and delivered by the Company and constitute valid and
binding obligations of the Company enforceable in accordance with their terms
except as enforceability may be limited by bankruptcy, insolvency, fraudulent
conveyance or similar laws affecting creditors' rights generally and general
principles of equity (regardless of whether the application of such principles
is considered in a proceeding in equity or at law); and this Agreement and the
other Loan Documents do not, nor does the performance or observance by the
Company of any of the matters and things herein or therein provided for,
contravene or constitute a default under any provision of law or any judgment,
injunction, order or decree binding upon the Company or any provision of the
charter, articles of incorporation or by-laws of the Company or any covenant,
indenture or agreement of or affecting the Company or any of its Properties, or
result in the creation or imposition of any Lien on any Property of the Company.

Section 6.4. Use of Proceeds; Margin Stock. The Company shall use the
proceeds of the Loans and other extensions of credit made available hereunder
solely for its general working capital purposes and for such other legal and
proper purposes as are consistent with all applicable laws, the Company's
charter, articles of incorporation and by-laws, resolutions of the Company's
board of directors, and the terms of this Agreement. Neither the Company nor any
Subsidiary is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System), and no part of the proceeds
of any Loan or any other extension of credit made hereunder will be used to
purchase or carry any such margin stock or to extend credit to others for the
purpose of purchasing or carrying any such margin stock.

Section 6.5. Financial Reports. The consolidated balance sheet of the
Company and its Subsidiaries as at December 29, 1996 and the related
consolidated statements of income, retained earnings and cash flows of the
Company and its Subsidiaries for the fiscal year then ended, and accompanying
notes thereto, which financial statements are accompanied by the audit report of
Arthur Andersen LLP, independent public accountants, and the unaudited interim
consolidated balance sheet of the Company and its Subsidiaries as at March 30,
1997 and the related consolidated statements of income, retained earnings and
cash flows of the Company and its Subsidiaries for the thirteen (13) weeks then
ended, heretofore furnished to the Lenders, fairly present the consolidated
financial condition of the Company and its Subsidiaries as at said dates and the
consolidated results of their operations and cash flows for the periods then
ended in conformity with generally accepted accounting principles applied on a
consistent basis. Neither the Company nor any Subsidiary has contingent
liabilities which are material to it other than as indicated on such financial
statements or, with respect to future periods, on the financial statements
furnished pursuant to Section 8.5 hereof.

Section 6.6. No Material Adverse Change. Since March 30, 1997, except as
disclosed in Form 8-K of the Company filed with the Securities and Exchange
Commission on April 25, 1997, there has been no change in the condition
(financial or otherwise) or business prospects of the Company or any Subsidiary
except those occurring in the ordinary course of business, none of which
individually or in the aggregate have been materially adverse.

Section 6.7. Full Disclosure. The statements and information furnished to
the Lenders in connection with the negotiation of this Agreement and the other
Loan Documents and the commitments by the Lenders to provide all or part of the
financing contemplated hereby do not contain any untrue statements of a material
fact or omit a material fact necessary to make the material statements contained
herein or therein not misleading, the Lenders acknowledging that as to any
projections furnished to Lenders, the Company only represents that the same were
prepared on the basis of information and estimates the Company believed to be
reasonable.

Section 6.8. Good Title. The Company and its Subsidiaries each have good
and defensible title to their assets as reflected on the most recent
consolidated balance sheet of the Company and its Subsidiaries furnished to the
Lenders (except for sales of assets by the Company and its Subsidiaries in the
ordinary course of business), subject to no Liens other than such thereof as are
permitted by Section 8.11 hereof.

Section 6.9. Litigation and Other Controversies. There is no litigation
or governmental proceeding or labor controversy pending, nor to the knowledge of
the Company threatened, against the Company or any Subsidiary which if adversely
determined would (a) impair the validity or enforceability of, or impair the
ability of the Company to perform its obligations under, this Agreement or any
other Loan Document or (b) result in any material adverse change in the
financial condition, Properties, business or operations of the Company or any
Subsidiary.

Section 6.10. Taxes. All United States federal income and all other
material tax returns required to be filed by the Company or any Subsidiary
(except those returns other than United States federal income tax returns, the
failure to file of which could not reasonably be expected to have a material
adverse effect on the financial condition, Properties, business or operations of
the Company and its Subsidiaries, taken as a whole) in any jurisdiction have, in
fact, been filed, and all taxes, assessments, fees and other governmental
charges upon the Company or any Subsidiary or upon any of their respective
Properties, income or franchises, which are shown to be due and payable in such
returns, have been paid. The Company does not know of any proposed additional
tax assessment against it or its Subsidiaries for which adequate provision in
accordance with GAAP has not been made on its accounts. Adequate provisions in
accordance with GAAP for taxes on the books of the Company and each Subsidiary
have been made for all open years, and for its current fiscal period.

Section 6.11. Approvals. To the best knowledge of the Company, no
authorization, consent, license, or exemption from, or filing or registration
with, any court or governmental department, agency or instrumentality, nor any
approval or consent of the stockholders of the Company or any other Person, is
or will be necessary to the valid execution, delivery or performance by the
Company of this Agreement or any other Loan Document.

Section 6.12. Affiliate Transactions. Neither the Company nor any
Subsidiary is a party to any material contracts or agreements with any of its
Affiliates (other than with Wholly-Owned Subsidiaries) on terms and conditions
which are less favorable to the Company or such Subsidiary than would be usual
and customary in similar contracts or agreements between Persons not affiliated
with each other.

Section 6.13. Investment Company; Public Utility Holding Company. Neither
the Company nor any Subsidiary is an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, or a "public utility holding company" within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

Section 6.14. ERISA. The Company and each other member of its Controlled
Group has fulfilled its obligations under the minimum funding standards of and
is in compliance in all material respects with ERISA and the Code to the extent
applicable to it and has not incurred any liability to the PBGC or a Plan under
Title IV of ERISA other than a liability to the PBGC for premiums under
Section 4007 of ERISA. Neither the Company nor any Subsidiary has any
contingent liabilities with respect to any post-retirement benefits under a
Welfare Plan, other than liability for continuation coverage described in
article 6 of Title I of ERISA.

Section 6.15. Compliance with Laws. To the best knowledge of the Company,
the Company and each of its Subsidiaries are in compliance in all material
respects with the requirements of all federal, state and local laws, rules and
regulations applicable to or pertaining to their Properties or business
operations (including, without limitation, the Occupational Safety and Health
Act of 1970, the Americans with Disabilities Act of 1990, and laws and
regulations establishing quality criteria and standards for air, water, land and
toxic or hazardous wastes and substances), non-compliance with which could have
a material adverse effect on the financial condition, Properties, business or
operations of the Company or any Subsidiary, taken as a whole. Neither the
Company nor any Subsidiary has received notice to the effect that its operations
are not in compliance with any of the requirements of applicable federal, state
or local environmental, health and safety statutes and regulations or are the
subject of any governmental investigation evaluating whether any remedial action
is needed to respond to a release of any toxic or hazardous waste or substance
into the environment, which non-compliance or remedial action could have a
material adverse effect on the financial condition, Properties, business or
operations of the Company and its Subsidiaries, taken as a whole.

Section 6.16. Other Agreements. Neither the Company nor any Subsidiary is
in default under the terms of any covenant, indenture or agreement of or
affecting the Company, any Subsidiary or any of their Properties, which default
if uncured would have a material adverse effect on the financial condition,
Properties, business or operations of the Company and its Subsidiaries, taken as
a whole.

Section 6.17. No Default. No Default or Event of Default has occurred and
is continuing.

SECTION 7. CONDITIONS PRECEDENT.

The obligation of the Lenders to make any Loan under this Agreement is
subject to the following conditions precedent:

Section 7.1. All Advances. As of the time of the making of each Loan
(including the initial Loan) hereunder:

(a) each of the representations and warranties set forth in Section 6
hereof and in the other Loan Documents shall be true and correct as of such
time, except to the extent the same expressly relate to an earlier date;

(b) the Company shall be in full compliance with all of the terms and
conditions of this Agreement and of the other Loan Documents, and no
Default or Event of Default shall have occurred and be continuing or would
occur as a result of making such Loan;

(c) immediately prior to such Loan, the unused Commitments equal or
exceed the principal amount of the Loan to be so extended;

(d) in the case of an A Loan, after giving effect to such Loan, the
aggregate principal amount of all A Loans outstanding under this Agreement
shall not exceed the Commitments;

(e) in the case of a B Loan, after giving effect to such Loan, the
aggregate principal amount of all B Loans made under this Agreement on a
cumulative basis on and after the date hereof shall not exceed the lesser
of (i) $20,000,000 or (ii) the difference between the Commitments in effect
as of the date hereof and the Commitments in effect after giving effect to
the reduction therein pursuant to Section 1.3(b) hereof as a result of such
Loan;

(f) the Agent shall have received a written certificate from an
Authorized Representative (in form and substance reasonably satisfactory to
the Agent) stating that such Loan will be used for a purpose permitted by
this Agreement; and

(g) such Loan shall not violate any order, judgment or decree of any
court or other authority or any provision of law or regulation applicable
to the Agent or any Lender (including, without limitation, Regulation U of
the Board of Governors of the Federal Reserve System) as then in effect.

The Company's request for any Loan shall constitute its warranty as to the facts
specified in subsections (a) through (f), both inclusive, above.

Section 7.2. Initial Advance. At or prior to the making of the initial
extension of credit hereunder, the following conditions precedent shall also
have been satisfied:

(a) the Agent shall have received the following for the account of
the Lenders (each to be properly executed and completed) and the same shall
have been approved as to form and substance by the Agent:

(i) the A Notes;

(ii) the Guaranties (if any);

(iii) certified copies of resolutions of the Board of Directors of
the Company and each Guarantor authorizing the execution and delivery of
this Agreement, the Notes and the Guaranties, as appropriate;

(iv) copies of the articles of incorporation and by-laws of the
Company and each Guarantor certified by the Secretary or other appropriate
officer of the Company or such Guarantor, as the case may be; and

(v) an incumbency certificate containing the name, title and genuine
signatures of each of the Company's Authorized Representatives.

(b) legal matters incident to the execution and delivery of this
Agreement and the other Loan Documents and to the transactions contemplated
hereby shall be reasonably satisfactory to each Lender and its counsel; and
the Agent shall have received for the account of the Lenders the favorable
written opinion of counsel for the Company in form set forth as
Exhibit 7.2(c) hereof;

(c) the Agent shall have received for the account of the Lenders a
good standing certificate for the Company (dated as of the date no earlier
than thirty (30) days prior to the date hereof) from the office of the
secretaries of state of the states of Illinois and Iowa;

(d) the Agent shall have received for the account of the Lenders a
good standing certificate for each Guarantor (dated as of the date no
earlier than thirty (30) days prior to the date hereof) from the office of
the secretary of the state in which such Guarantor was incorporated or
formed;

(e) The proceeds of such initial credit shall be used to pay in full
all outstanding "Obligations" under the Existing Credit Agreement except to
the extent such "Obligations" constitute a "LIBOR Portions," in which event
such "Obligations" shall be deemed A Loans made by the same Lender
hereunder evidenced by the relevant A Notes issued to such Lender, with
interest on each such "LIBOR Portion" to be due and payable at the end of
the "Interest Period" applicable thereto at the time such "LIBOR Portion"
becomes evidenced by the A Notes and the interest applicable to each such
"LIBOR Portion" to continue at the rate which would otherwise applicable
thereto under the Existing Credit Agreement (except that the "Applicable
Margin" under the Existing Credit Agreement shall be deemed the Applicable
Margin hereunder). The Lenders and the Company agree that concurrently
with such initial credit, the Existing Credit Agreement shall terminate and
all "Obligations" outstanding thereunder (except for such "LIBOR Portions")
shall be due and payable; and

(f) The Agent shall have received a certificate by the President,
Chief Executive Officer, Chief Financial Officer or Senior Vice President-
Finance of the Company, stating that on the date of such initial extension
of credit no Default or Event of Default has occurred and is continuing.

SECTION 8. COVENANTS.

The Company agrees that, so long as any credit is available to or in use by
the Company hereunder, except to the extent compliance in any case or cases is
waived in writing by the Required Lenders:

Section 8.1. Maintenance of Business. The Company shall, and shall cause
each Subsidiary to, preserve and maintain its existence; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
corporate existence of any Non-Material Subsidiary if discontinuance of such
Non-Material Subsidiary is desirable in the conduct of the Company's business or
the business of any Subsidiary and such discontinuance not disadvantageous in
any material respect to the Lenders. The Company shall, and shall cause each
Subsidiary to, preserve and keep in force and effect all licenses, permits and
franchises necessary to the proper conduct of its business; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the preservation thereof is no longer desirable in the conduct of the
business of the Company or any Subsidiary and the loss thereof is not
disadvantageous in any material respect to the Lenders.

Section 8.2. Maintenance of Properties. The Company shall maintain,
preserve and keep its property, plant and equipment in good repair, working
order and condition (ordinary wear and tear excepted) and shall from time to
time in Company's reasonable business judgment make all needful and proper
repairs, renewals, replacements, additions and betterments thereto so that at
all times the efficiency thereof shall be fully preserved and maintained, and
shall cause each Subsidiary to do so in respect of Property owned or used by it.

Section 8.3. Taxes and Assessments. The Company shall duly pay and
discharge, and shall cause each Subsidiary to duly pay and discharge, all taxes,
rates, assessments, fees and governmental charges upon or against it or its
Properties, in each case before the same become delinquent and before penalties
accrue thereon, unless and to the extent that the same are being contested in
good faith and by appropriate proceedings which prevent enforcement of the
matter under contest and adequate reserves are provided therefor.

Section 8.4. Insurance. The Company shall insure and keep insured, and
shall cause each Subsidiary to insure and keep insured, with good and
responsible insurance companies, all insurable Property owned by it which is of
a character usually insured by Persons similarly situated and operating like
Properties against loss or damage from such hazards and risks, and in such
amounts, as are insured by Persons similarly situated and operating like
Properties; and the Company shall insure, and shall cause each Subsidiary to
insure, such other hazards and risks (including employers' and public liability
risks) with good and responsible insurance companies as and to the extent
usually insured by Persons similarly situated and conducting similar businesses.
The Company shall upon request furnish to the Agent and any Lender a certificate
setting forth in summary form the nature and extent of the insurance maintained
pursuant to this Section.

Section 8.5. Financial Reports. The Company shall, and shall cause each
Subsidiary to, maintain a standard system of accounting in accordance with GAAP
and shall furnish to the Agent, each Lender and each of their duly authorized
representatives such information respecting the business and financial condition
of the Company and its Subsidiaries as the Agent or such Lender may reasonably
request; and without any request, shall furnish to the Lenders:

(a) as soon as available, and in any event within forty-five
(45) days after the close of each quarterly accounting period of the
Company, a copy of the consolidated and consolidating balance sheet of the
Company and its Subsidiaries as of the last day of such period and the
consolidated and consolidating statements of income, retained earnings and
cash flows of the Company and its Subsidiaries for such quarter and for the
fiscal year-to-date period then ended, each in reasonable detail showing in
comparative form the figures for the corresponding date and period in the
previous fiscal year, prepared by the Company in accordance with GAAP and
certified to by the President, Chief Executive Officer, Chief Financial
Officer or Senior Vice President-Finance of the Company;

(b) within forty-five (45) days after the end of each of the first
three quarterly fiscal periods of the Company, a copy of the Company's Form
10-Q Report filed with the SEC;

(c) within ninety (90) days after the end of each fiscal year of the
Company, a copy of the Company's Form 10-K Report filed with the SEC,
including a copy of the audited financial statements of the Company and the
Subsidiaries for such year with the accompanying report of independent
public accountants;

(d) as soon as available, and in any event within ninety (90) days
after the close of each annual accounting period of the Company, to the
extent not contained in the Company's Form 10-K Report filed with the SEC
for such year, a copy of the consolidated balance sheet of the Company and
its Subsidiaries as of the last day of the period then ended and the
consolidated statements of income, retained earnings and cash flows of the
Company and its Subsidiaries for the period then ended, and accompanying
notes thereto, each in reasonable detail showing in comparative form the
figures for the previous fiscal year, accompanied by the opinion thereon of
Arthur Andersen & Company or another firm of independent public accountants
of recognized national standing, selected by the Company and satisfactory
to the Required Lenders, to the effect that such consolidated financial
statements have been prepared in conformity with GAAP and present fairly
the consolidated financial condition of the Company and its Subsidiaries as
of the close of such fiscal year and the results of their operations and
cash flows for the fiscal year then ended and that the audit of such
financial statements was made in accordance with generally accepted
auditing standards and, accordingly, such audit provided a reasonable basis
for their opinion;

(e) within the period provided in subsection (d) above, the written
statement of the accountants who certified the audit report thereby
required that in connection with their audit, nothing comes to their
attention that causes them to believe that the Company was not in
compliance with the terms, covenants, conditions or provisions of this
Agreement insofar as they relate to accounting matters;

(f) promptly after receipt thereof, any additional management letters
or other information similar in scope given to it by its independent public
accountants;

(g) as soon as available, and in any event no later than thirty
(30) days prior to the end of each fiscal year of the Company, a copy of
the Company's consolidated and consolidating business plan for the
following fiscal year, such business plan to show the Company's projected
consolidated and consolidating revenues, expenses, and balance sheet on an
annual basis, such business plan to be in reasonable detail prepared by the
Company and in form reasonably satisfactory to the Required Lenders;

(h) promptly after the sending or filing thereof, copies of all proxy
statements, financial statements and reports which the Company sends to its
shareholders, and copies of all other regular, periodic and special reports
and all registration statements which the Company files with the SEC or any
successor thereto, or with any national securities exchange; and

(i) promptly after knowledge thereof shall have come to the attention
of any responsible officer of the Company, written notice of any threatened
or pending material litigation or governmental proceeding or labor
controversy against the Company or any Subsidiary which, if adversely
determined, would adversely effect the financial condition, Properties,
business or operations of the Company and its Subsidiaries, taken as a
whole, or of the occurrence of any Default or Event of Default hereunder.

Each of the financial statements furnished to the Lenders pursuant to
subsection (c) of this Section 8.5, and each of the financial statements
furnished to the Lenders for any fiscal quarter of the Company pursuant to
subsection (b) of this Section 8.5, shall be accompanied by a written
certificate in the form attached hereto as Exhibit D signed by the President,
Chief Executive Officer, Chief Financial Officer or Senior Vice
President-Finance of the Company to the effect that to the best of such
officer's knowledge and belief no Default or Event of Default has occurred
during the period covered by such statements or, if any such Default or Event of
Default has occurred during such period, setting forth a description of such
Default or Event of Default and specifying the action, if any, taken by the
Company to remedy the same. Such certificate shall also set forth the
calculations supporting such statements in respect of Sections 8.7, 8.8 and 8.9
of this Agreement.

Section 8.6. Inspection. The Company shall, and shall cause each
Subsidiary to, permit the Agent, each Lender and each of their duly authorized
representatives and agents to visit and inspect any of the Properties, corporate
books and financial records of the Company and each Subsidiary, to examine and
make copies of the books of accounts and other financial records of the Company
and each Subsidiary, and to discuss the affairs, finances and accounts of the
Company and each Subsidiary with, and to be advised as to the same by, its
officers, employees and independent public accountants (and by this provision
the Company hereby authorizes such accountants to discuss with the Agent and
such Lenders the finances and affairs of the Company and of each Subsidiary) at
such reasonable times and reasonable intervals as the Agent or any such Lender
may designate.

Section 8.7. Leverage Ratio. The Company will at all times maintain a
ratio of Total Funded Debt to Total Capitalization, in each case on a
consolidated basis for the Company and its Subsidiaries, of not more than 0.50
to 1.

Section 8.8. Debt Service Coverage Ratio. The Company will, as of the
last day of each fiscal quarter of the Company, maintain the ratio of Total
Funded Debt as of such day to EBITDA for the four fiscal quarters then ended at
not more than 1.25 to 1.

Section 8.9. Fixed Charge Coverage Ratio. The Company will, as of the
last day of each fiscal quarter of the Company, maintain the ratio of EBITDA for
the four fiscal quarters then ended to Fixed Charges for the same four fiscal
quarters then ended (the "Fixed Charge Coverage Ratio") of not less than the
amount set forth to the right of such date below:

As of Last Day of Each Fiscal Fixed Charge Coverage Ratio

Quarter Ending During Period: Shall Not Be Less Than:
Date hereof through 12/31/97 0.90 to 1
1/1/98 through 12/31/98 1.00 to 1
1/1/99 through 12/31/99 1.10 to 1
1/1/00 and thereafter 1.25 to 1

Section 8.10. Indebtedness for Borrowed Money. The Company shall not, nor
shall it permit any Subsidiary to, issue, incur, assume, create or have
outstanding any Indebtedness for Borrowed Money; provided, however, that the
foregoing shall not restrict nor operate to prevent:

(a) the Obligations of the Company owing to the Agent and the Lenders
hereunder;

(b) purchase money indebtedness and Capitalized Lease Obligations
secured by Liens permitted by Section 8.11 hereof in an aggregate amount
not to exceed $10,000,000 at any one time outstanding;

(c) obligations of the Company aggregating not more than $1,367,385
in respect of (i) the City of Cedar Rapids, Iowa Industrial Development
Revenue Bonds (E & S Electrical Contractors, Inc. Project), Series 1981 and
(ii) the City of Cedar Rapids, Iowa Industrial Development Revenue Bonds
(TLS Co. Project), Series 1981;

(d) indebtedness of Subsidiaries acquired in compliance with
Section 8.12(h) hereof, and indebtedness assumed by the Company or any
Subsidiary of a Person whose assets were acquired in compliance with such
Section 8.12(h), in each case existing at the time of such acquisition and
not created in contemplation of such acquisition and aggregating not more
than $1,000,000 at any one time outstanding; and

(e) intercompany loans and advances permitted by Section 8.12 hereof;
and

(f) other indebtedness not otherwise permitted by this Section
aggregating not more than $1,000,000 at any one time outstanding.

Section 8.11. Liens. The Company shall not, nor shall it permit any
Subsidiary to, create, incur or permit to exist any Lien of any kind on any
Property owned by the Company or any Subsidiary; provided, however, that the
foregoing shall not apply to nor operate to prevent:

(a) Liens arising by statute in connection with worker's
compensation, unemployment insurance, old age benefits, social security
obligations, taxes, assessments, statutory obligations or other similar
charges, good faith cash deposits in connection with tenders, contracts or
leases to which the Company or any Subsidiary is a party or other cash
deposits required to be made in the ordinary course of business, provided
in each case that the obligation is not for borrowed money and that the
obligation secured is not overdue or, if overdue, is being contested in
good faith by appropriate proceedings which prevent enforcement of the
matter under contest and adequate reserves have been established therefor;

(b) mechanics', workmen's, materialmen's, landlords', carriers', or
other similar Liens arising in the ordinary course of business with respect
to obligations which are not due or which are being contested in good faith
by appropriate proceedings which prevent enforcement of the matter under
contest;

(c) the pledge of assets for the purpose of securing an appeal, stay
or discharge in the course of any legal proceeding, provided that the
aggregate amount of liabilities of the Company and its Subsidiaries secured
by a pledge of assets permitted under this subsection, including interest
and penalties thereon, if any, shall not be in excess of $100,000 at any
one time outstanding;

(d) Liens on property of the Company or any of its Subsidiaries
created solely for the purpose of securing indebtedness permitted by
Section 8.10(b) hereof, representing or incurred to finance, refinance or
refund the purchase price of Property, provided that no such Lien shall
extend to or cover other Property of the Company or such Subsidiary other
than the respective Property so acquired, and the principal amount of
indebtedness secured by any such Lien shall at no time exceed the original
purchase price of such Property;

(e) Liens on the Company's buildings and related fixtures at the so-
called Cedar Rapids Ground Transportation Center in Cedar Rapids, Iowa
securing the indebtedness permitted by Sections 8.10(c) hereof; and

(f) Liens set forth on Schedule 8.11 hereof.

Section 8.12. Investments, Acquisitions, Loans, Advances and Guaranties.
The Company shall not, nor shall it permit any Subsidiary to, directly or
indirectly, make, retain or have outstanding any investments (whether through
purchase of stock or obligations or otherwise) in, or loans or advances (other
than for travel advances and other similar cash advances made to employees in
the ordinary course of business) to, any other Person, or acquire all or any
substantial part of the assets or business of any other Person or division
thereof, or be or become liable as endorser, guarantor, surety or otherwise for
any debt, obligation or undertaking of any other Person, or otherwise agree to
provide funds for payment of the obligations of another, or supply funds thereto
or invest therein or otherwise assure a creditor of another against loss, or
apply for or become liable to the issuer of a letter of credit which supports an
obligation of another, or subordinate any claim or demand it may have to the
claim or demand of any other Person; provided, however, that the foregoing shall
not apply to nor operate to prevent:

(a) investments in direct obligations of the United States of America
or of any agency or instrumentality thereof whose obligations constitute
full faith and credit obligations of the United States of America, provided
that any such obligations shall mature within one year of the date of
issuance thereof;

(b) investments in commercial paper rated at least P-1 by Moody's
Investors Services, Inc. and at least A-1 by Standard & Poor's Corporation
maturing within 270 days of the date of issuance thereof;

(c) investments in certificates of deposit issued by any United
States commercial bank having capital and surplus of not less than
$100,000,000 which have a maturity of one year or less;

(d) endorsement of items for deposit or collection of commercial
paper received in the ordinary course of business;

(e) loans by the Company to, or other investments by the Company in,
any one or more Subsidiaries in the ordinary course of the Company's
business aggregating not more than $2,000,000 at any one time outstanding;

(f) loans by any one or more Subsidiaries to the Company in the
ordinary course of such Subsidiaries' business aggregating not more than
$500,000 at any one time outstanding;

(g) loans by any one or more Subsidiaries to, or other investments by
any one or more Subsidiaries in, any one or more other Subsidiaries in the
ordinary course of such lending or investing Subsidiaries' business
aggregating not more than $500,000 at any one time outstanding;

(h) acquisitions of all or substantially all of the assets or
business of any other Person engaged in the same or similar business as the
Company or division of such a Person, or of all or substantially all of the
assets or Voting Stock of such a Person, so long as (i) no Default or Event
of Default exists or would exist after giving effect to such acquisition,
(ii) the Board of Directors or other governing body of such Person whose
assets or Voting Stock is being so acquired has approved the terms of such
acquisition, (iii) the Company shall have delivered to the Lenders an
updated Schedule 6.2 to reflect any new Subsidiary resulting from such
acquisition, (iv) the aggregate amount expended by the Company and its
Subsidiaries as consideration for such acquisition (and in any event (1)
including as such consideration, any Indebtedness for Borrowed Money
assumed or incurred as a result of such acquisition and (2) excluding as
such consideration, any equity securities issued by the Company as
consideration for such acquisition), when taken together with the aggregate
amount expended on a cumulative basis after the date hereof as
consideration (again, similarly including Indebtedness for Borrowed Money
assumed or incurred and excluding equity securities issued) for all other
acquisitions permitted under this Section 8.12(h) does not aggregate more
than $25,000,000, (v) the Company can demonstrate that on a pro forma basis
(including financial projections for the twelve months following the
subject acquisition) after giving effect to the subject acquisition it will
continue to comply with all the terms and conditions of the Loan Documents,
and (vi) the Company has provided to the Lenders financial statements of
the Person whose assets or Voting Stock is being so acquired, including
historical financial statements, and a description of such Person and its
business;

(i) the Guaranties; and

(j) investments, loans, advances and guaranties not otherwise
permitted by this Section aggregating not more than $100,000 at any one
time outstanding.

In determining the amount of investments, acquisitions, loans, advances and
guarantees permitted under this Section 8.12, investments and acquisitions shall
always be taken at the original cost thereof (regardless of any subsequent
appreciation or depreciation therein), loans and advances shall be taken at the
principal amount thereof then remaining unpaid, and guarantees shall be taken at
the amount of obligations guaranteed thereby.

Section 8.13. Mergers, Consolidations and Sales. The Company shall not,
nor shall it permit any Subsidiary to, be a party to any merger or
consolidation, or sell, transfer, lease or otherwise dispose of all or any
substantial part of its Property, including any disposition of Property as part
of a sale and leaseback transaction, or in any event sell or discount (with or
without recourse) any of its notes or accounts receivable; provided, however,
that:

(a) any Subsidiary (including any corporation which immediately after
giving effect to an acquisition permitted by Section 8.12(h) hereof becomes
a Subsidiary, but in any event excluding any foreign Subsidiary) may merge
or consolidate with or into the Company or any Wholly-Owned Subsidiary;
provided that in any merger or consolidation involving the Company, the
Company shall be the surviving or continuing corporation, or, in the case
of a merger or consolidation of a Subsidiary and a Wholly-Owned Subsidiary,
the Wholly-Owned Subsidiary shall be the continuing or surviving
corporation; and

(b) the Company and each Subsidiary may sell its inventory in the
ordinary course of its business.

A sale or disposition of five percent (5%) of the total assets of the Company
shall be deemed substantial for the foregoing purposes.

Section 8.14. Operating Leases. The Company will not, and will not permit
any of their respective Subsidiaries to, acquire the use or possession of any
Property under a lease or similar arrangement, whether or not the Company or any
such Subsidiary has the express or implied right to acquire title to or purchase
such Property at any time if, after giving effect thereto, the aggregate amount
of fixed rentals and other consideration payable by the Company and its
Subsidiaries under all such leases or arrangements would exceed $10,000,000
during any fiscal year of the Company. Capital Leases shall not be included in
computing compliance with this Section to the extent the Company's and its
Subsidiaries' liability in respect of the same is permitted by Section 8.10(b)
hereof.

Section 8.15. Maintenance of Subsidiaries. The Company shall not assign,
sell or transfer, or permit any Subsidiary to issue, assign, sell or transfer,
any shares of capital stock of a Subsidiary; provided that the foregoing shall
not operate to prevent the issuance, sale and transfer to any person of any
shares of capital stock of a Subsidiary solely for the purpose of qualifying,
and to the extent legally necessary to qualify, such person as a director of
such Subsidiary.

Section 8.16. Dividends and Certain Other Restricted Payments. The
Company will not during any fiscal year (a) declare or pay any dividends on or
make any other distributions in respect of any class or series of its capital
stock (other than dividends payable solely in its capital stock) or (b) directly
or indirectly purchase, redeem or otherwise acquire or retire any of its capital
stock (such non-excepted dividends, distributions, purchases, redemptions,
acquisitions and retirements being hereinafter collectively called "Restricted
Payments"); provided, however, that the foregoing shall not apply to or operate
to prevent any Restricted Payments made in any fiscal year of the Company if and
to the extent that (i) at the time such Restricted Payment is made and after
giving effect thereto, (ii) no Default or Event of Default shall occur or be
continuing, (iii) the aggregate amount of all Restricted Payments (other than
the Permitted Shareholder Redemptions) made during such fiscal year does not
exceed twenty-five percent (25%) of the Company's Net Income for such fiscal
year to date and (iv) the aggregate cumulative amount of all Restricted Payments
made on and after the date hereof does not exceed $25,000,000.

Section 8.17. ERISA. The Company shall, and shall cause each Subsidiary
to, promptly pay and discharge in all material respects all obligations and
liabilities arising under ERISA of a character which if unpaid or unperformed
might result in the imposition of a Lien against any of its Properties. The
Company shall, and shall cause each Subsidiary to, promptly notify the Agent and
each Lender of (i) the occurrence of any material reportable event (as defined
in ERISA) with respect to a Plan, (ii) receipt of any notice from the PBGC of
its intention to seek termination of any Plan or appointment of a trustee
therefor, (iii) its intention to terminate or withdraw from any Plan, and
(iv) the occurrence of any event with respect to any Plan which would result in
the incurrence by the Company or any Subsidiary of any material liability, fine
or penalty, or any material increase in the contingent liability of the Company
or any Subsidiary with respect to any post-retirement Welfare Plan benefit.

Section 8.18. Compliance with Laws. The Company shall, and shall cause
each Subsidiary to, comply in all material respects with the requirements of all
material federal, state and local laws, rules, regulations, ordinances and
orders applicable to or pertaining to their Properties or business operations,
non-compliance with which could have a material adverse effect on the financial
condition, Properties, business or operations of the Company and its
Subsidiaries, taken as a whole, or could result in a Lien upon any of their
Property.

Section 8.19. Burdensome Contracts With Affiliates. The Company shall
not, nor shall it permit any Subsidiary to, enter into any contract, agreement
or business arrangement with any of its Affiliates (other than with Wholly-Owned
Subsidiaries) on terms and conditions which are less favorable to the Company or
such Subsidiary than would be usual and customary in similar contracts,
agreements or business arrangements between Persons not affiliated with each
other.

Section 8.20. No Changes in Fiscal Year. Neither the Company nor any
Subsidiary shall change its fiscal year from its present basis without the prior
written consent of the Required Lenders.

Section 8.21. Change in the Nature of Business. The Company shall not,
and shall not permit any Subsidiary to, engage in any business or activity if as
a result the general nature of the business of the Company or any Subsidiary
would be changed in any material respect from the general nature of the business
engaged in by the Company or such Subsidiary on the date of this Agreement.

Section 8.22. New Subsidiaries. No later than 30 days after the close of
each calendar quarter, the Company shall notify the Lenders in writing of its
formation or acquisition within such calendar quarter of each Subsidiary not
already appropriately reflected on Schedule 6.2 hereto. Such notice shall
include the name, jurisdiction of incorporation and percentage of the Company's
ownership of such Subsidiary, and Schedule 6.2 hereto shall be deemed amended to
include such information for each Subsidiary as to which the Lenders receive
such notice. The notice required by this Section shall be in addition to
whatever other notice of such Subsidiaries is required by Section 7.1(a) of this
Agreement.

Section 9. Events of Default and Remedies.

Section 9.1. Events of Default. Any one or more of the following shall
constitute an "Event of Default" hereunder:

(a) default in the payment when due of all or any part of the
principal of or interest on any Note (whether at the stated maturity
thereof or at any other time provided for in this Agreement) which
continues unremedied for three (3) days' or more after written notice from
the Agent or default in the payment when due of any fee or other Obligation
payable by the Company hereunder or under any other Loan Document which
continues unremedied for seven (7) days' or more after written notice from
the Agent; or

(b) default in the observance or performance of any covenant set
forth in Sections 8.10, 8.11, 8.12, 8.13, 8.15 or 8.16 hereof; or

(c) default in the observance or performance of any covenant set
forth in Sections 8.7, 8.8 or 8.9 hereof which continues unremedied for ten
(10) days or more after the earlier of (i) the date on which any Authorized
Representative of the Company has actual knowledge that the event or
condition giving rise to such default actually constitutes a default under
this Agreement or (ii) written notice of such default is given to the
Company by the Agent or any Lender; or

(d) default in the observance or performance of any other provision
hereof or of any other Loan Document which is not remedied within thirty
(30) days after the earlier of (i) the date on which any Authorized
Representative of the Company has actual knowledge that the event or
condition giving rise to such default actually constitutes a default under
a Loan Document or (ii) written notice of such default is given to the
Company by the Agent or any Lender; or

(e) any representation or warranty made by the Company herein or in
any other Loan Document, or in any statement or certificate furnished by it
pursuant hereto or thereto, or in connection with any extension of credit
made hereunder, proves untrue in any material respect as of the date of the
issuance or making thereof; or

(f) default shall occur under Indebtedness for Borrowed Money of
$500,000 or more (individually or in the aggregate) issued, assumed or
guaranteed by the Company or any Subsidiary, or under any indenture,
agreement or other instrument under which the same may be issued, and such
default shall continue for a period of time sufficient to permit the
acceleration of the maturity of any such Indebtedness for Borrowed Money
(whether or not such maturity is in fact accelerated), or Indebtedness for
Borrowed Money of $500,000 or more (individually or in the aggregate) shall
not be paid when due (whether by lapse of time, acceleration or otherwise);
or

(g) any judgment or judgments, writ or writs, or warrant or warrants
of attachment, or any similar process or processes in an aggregate amount
in excess of $500,000 shall be entered or filed against the Company or any
Subsidiary or against any of their Property and which remains unvacated,
unbonded, unstayed or unsatisfied for a period of thirty (30) days; or

(h) the Company or any member of its Controlled Group shall fail to
pay when due an amount or amounts aggregating in excess $500,000 which it
shall have become liable to pay to the PBGC or to a Plan under Title IV of
ERISA; or notice of intent to terminate a Plan or Plans having aggregate
Unfunded Vested Liabilities in excess of $500,000 (collectively, a
"Material Plan") shall be filed under Title IV of ERISA by the Company or
any other member of its Controlled Group, any plan administrator or any
combination of the foregoing; or the PBGC shall institute proceedings under
Title IV of ERISA to terminate or to cause a trustee to be appointed to
administer any Material Plan or a proceeding shall be instituted by a
fiduciary of any Material Plan against the Company or any member of its
Controlled Group to enforce Section 515 or 4219(c)(5) of ERISA and such
proceeding shall not have been dismissed within thirty (30) days
thereafter; or a condition shall exist by reason of which the PBGC would be
entitled to obtain a decree adjudicating that any Material Plan must be
terminated; or

(i) dissolution or termination of the existence of the Company or any
Subsidiary (except for the dissolution of any Non-Material Subsidiary
permitted by Section 8.1 hereof); or

(j) any Guaranty shall for any reason not be or shall cease to be in
full force and effect, or any Guarantor shall purport to disavow, revoke,
repudiate or terminate its Guaranty; or

(k) thirty (30) days' shall have elapsed after the Company has
received written notice from the Agent that there has occurred any material
adverse change in the condition (financial or otherwise) or business
prospects of the Company and its Subsidiaries, taken as a whole, which is
not remedied in such period; or

(l) the Company or any Material Subsidiary shall (i) have entered
involuntarily against it an order for relief under the United States
Bankruptcy Code, as amended, (ii) not pay, or admit in writing its
inability to pay, its debts generally as they become due, (iii) make an
assignment for the benefit of creditors, (iv) apply for, seek, consent to,
or acquiesce in, the appointment of a receiver, custodian, trustee,
examiner, liquidator or similar official for it or any substantial part of
its Property, (v) institute any proceeding seeking to have entered against
it an order for relief under the United States Bankruptcy Code, as amended,
to adjudicate it insolvent, or seeking dissolution, winding up,
liquidation, reorganization, arrangement, adjustment or composition of it
or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other
pleading denying the material allegations of any such proceeding filed
against it, (vi) take any corporate action in furtherance of any matter
described in parts (i) through (v) above, or (vii) fail to contest in good
faith any appointment or proceeding described in Section 9.1(m) hereof; or

(m) a custodian, receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Company or any Material Subsidiary or
any substantial part of any of their Property, or a proceeding described in
Section 9.1(l)(v) shall be instituted against the Company or any Material
Subsidiary, and such appointment continues undischarged or such proceeding
continues undismissed or unstayed for a period of sixty (60) days.

Section 9.2. Non-Bankruptcy Defaults. When any Event of Default described
in subsection (a) through (k), both inclusive, of Section 9.1 has occurred and
is continuing, the Agent shall, upon the request of the Required Lenders, by
notice to the Company, take one or more of the following actions:

(a) terminate the obligations of the Lenders to extend any further
credit hereunder on the date (which may be the date thereof) stated in such
notice;

(b) declare the principal of and the accrued interest on the Notes to
be forthwith due and payable and thereupon the Notes, including both
principal and interest and all fees, charges and other Obligations payable
hereunder and under the other Loan Documents, shall be and become
immediately due and payable without further demand, presentment, protest or
notice of any kind; and

Section 9.3. Bankruptcy Defaults. When any Event of Default described in
subsection (l) or (m) of Section 9.1 has occurred and is continuing, then the
Notes, including both principal and interest, and all fees, charges and other
Obligations payable hereunder and under the other Loan Documents, shall
immediately become due and payable without presentment, demand, protest or
notice of any kind, and the obligations of the Lenders to extend further credit
pursuant to any of the terms hereof shall immediately terminate. In addition,
the Agent may exercise any and all remedies available to it under the Loan
Documents or applicable law.

Section 10. The Agent.

Section 10.1. Appointment and Authorization. Each Lender hereby appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers hereunder and under the other Loan Documents as are
designated to the Agent by the terms hereof and thereof together with such
powers as are reasonably incidental thereto. The Lenders expressly agree that
the Agent is not acting as a fiduciary of the Lenders in respect of the Loan
Documents, the Company or otherwise, and nothing herein or in any of the other
Loan Documents shall result in any duties or obligations on the Agent or any of
the Lenders except as expressly set forth herein. The Agent may resign at any
time by sending twenty (20) days prior written notice to the Company and the
Lenders and may be removed by the Required Lenders upon twenty (20) days prior
written notice to the Company, the Agent and the Lenders. In the event of any
such resignation or removal the Required Lenders may appoint a new agent after
consultation with the Company, which shall succeed to all the rights, powers and
duties of the Agent hereunder and under the other Loan Documents. Any resigning
or removed Agent shall be entitled to the benefit of all the protective
provisions hereof with respect to its acts as an agent hereunder, but no
successor Agent shall in any event be liable or responsible for any actions of
its predecessor. If the Agent resigns or is removed and no successor is
appointed, the rights and obligations of such Agent shall be automatically
assumed by the Required Lenders and the Company shall be directed to make all
payments due each Lender hereunder directly to such Lender.

Section 10.2. Rights as a Lender. The Agent has and reserves all of the
rights, powers and duties hereunder and under the other Loan Documents as any
Lender may have and may exercise the same as though it were not the Agent and
the terms "Lender" or "Lenders" as used herein and in all of such documents
shall, unless the context otherwise expressly indicates, include the Agent in
its individual capacity as a Lender.

Section 10.3. Standard of Care. The Lenders acknowledge that they have
received and approved copies of the Loan Documents and such other information
and documents concerning the transactions contemplated and financed hereby as
they have requested to receive and/or review. The Agent makes no
representations or warranties of any kind or character to the Lenders with
respect to the validity, enforceability, genuineness, perfection, value, worth
or collectibility hereof or of the Notes or any of the other Obligations or of
any of the other Loan Documents or of any other documents called for hereby or
thereby. Neither the Agent nor any director, officer, employee, agent or
representative thereof shall in any event be liable for action taken or omitted
to be taken by it or them hereunder or under the other Loan Documents or in
connection herewith or therewith except for its or their own gross negligence or
willful misconduct. The Agent shall incur no liability under or in respect of
this Agreement or the other Loan Documents by acting upon any notice,
certificate, warranty, instruction or statement (oral or written) of anyone
(including anyone reasonably believed by it to be authorized to act on behalf of
the Company), unless it has actual knowledge of the untruthfulness of same. The
Agent may execute any of its duties hereunder by or through employees, agents,
and attorneys-in-fact and shall not be answerable to the Lenders for the default
or misconduct of any such agents or attorneys-in-fact selected with reasonable
care. The Agent shall be entitled to advice of counsel concerning all matters
pertaining to the agencies hereby created and its duties hereunder, and shall
incur no liability to anyone and be fully protected in acting upon the advice of
such counsel. The Agent shall be entitled to assume that no Default or Event of
Default exists unless notified to the contrary by a Lender or the Company. The
Agent shall in all events be fully protected in acting or failing to act in
accord with the instructions of the Required Lenders. Upon the occurrence of an
Event of Default hereunder, the Agent shall take such action with respect to the
enforcement of the Obligations as it shall be directed to take by the Required
Lenders but unless and until the Required Lenders have given such direction the
Agent shall take or refrain from taking such actions as it deems appropriate and
in the best of interest of all Lenders. The Agent shall in all cases be fully
justified in failing or refusing to act hereunder unless it shall be indemnified
to its satisfaction by the Lenders against any and all liability and expense
which may be incurred by the Agent by reason of taking or continuing to take any
such action. The Agent may treat the owner of any Note as the holder thereof
until written notice of transfer shall have been filed with the Agent signed by
such owner in form satisfactory to the Agent. Each Lender acknowledges that it
has independently and without reliance on the Agent or any other Lender and
based upon such information, investigations and inquiries as it deems
appropriate made its own credit analysis and decision to extend credit to the
Company. It shall be the responsibility of each Lender to keep itself informed
as to the creditworthiness of the Company and the Agent shall have no liability
to any Lender with respect thereto; provided, however, that the Agent shall, at
its own expense, provide to each Lender (in addition to such other information
as the Loan Documents expressly require the Agent furnish to the Lenders) a copy
of each communication which the Agent shall receive from the Company notifying
the Agent of or discussing any Default or Event of Default to occur or which has
occurred, promptly following the Agent's receipt thereof unless the Agent
reasonably believes such communication has already been sent to the Lenders.

Section 10.4. Costs and Expenses. Each Lender agrees to reimburse the
Agent for all costs and expenses suffered or incurred by the Agent or any
security trustee in performing its duties hereunder and under the other Loan
Documents, or in the exercise of any right or power imposed or conferred upon
the Agent hereby or thereby, to the extent that the Agent is not promptly
reimbursed for same by the Company, all such costs and expenses to be borne by
the Lenders ratably in accordance with the amounts of their respective
Commitments. If any Lender fails to reimburse the Agent for such Lender's share
of any such costs and expenses, such costs and expenses shall be paid pro rata
by the remaining Lenders, but without in any manner releasing the defaulting
Lender from its liability hereunder.

Section 10.5. Indemnity. The Lenders shall ratably indemnify and hold the
Agent, and its directors, officers, employees, agents and representatives
(including as such any security trustee therefor) harmless from and against any
liabilities, losses, costs and expenses suffered or incurred by them hereunder
or under the other Loan Documents or in connection with the transactions
contemplated hereby or thereby, regardless of when asserted or arising, except
to the extent they are promptly reimbursed for the same by the Company and
except to the extent that any event giving rise to a claim was caused by the
gross negligence or willful misconduct of the party seeking to be indemnified.
If any Lender defaults in its obligations hereunder, its share of the
obligations shall be paid pro rata by the remaining Lenders, but without in any
manner releasing the defaulting Lender from its liability hereunder.

Section 10.6. Agent's Relationship with Company. The provisions of this
Section 10 shall be binding upon and sets forth agreements by and among each
Lender and the Agent. The provisions of this Section 10 shall in no way amend,
alter, modify, restrict or otherwise affect the agreements of the Company with
the Agent and with the Lenders otherwise set forth in this Agreement.

Section 11. Miscellaneous.

Section 11.1. Non-Business Days. If any payment hereunder becomes due and
payable on a day which is not a Business Day, the due date of such payment shall
be extended to the next succeeding Business Day on which date such payment shall
be due and payable. In the case of any payment of principal falling due on a
day which is not a Business Day, interest on such principal amount shall
continue to accrue during such extension at the rate per annum then in effect,
which accrued amount shall be due and payable on the next scheduled date for the
payment of interest.

Section 11.2. No Waiver, Cumulative Remedies. No delay or failure on the
part of any Lender or on the part of any holder of any of the Obligations in the
exercise of any power or right shall operate as a waiver thereof or as an
acquiescence in any default, nor shall any single or partial exercise of any
power or right preclude any other or further exercise thereof or the exercise of
any other power or right. The rights and remedies hereunder of the Lenders and
any of the holders of the Obligations are cumulative to, and not exclusive of,
any rights or remedies which any of them would otherwise have.

Section 11.3. Waivers, Modifications and Amendments. Any provision hereof
or of any of the other Loan Documents may be amended, modified, waived or
released and any Default or Event of Default and its consequences may be
rescinded and annulled upon the written consent of the Company and the Required
Lenders; provided, however, that without the consent of all Lenders, no such
amendment, modification or waiver shall increase the amount or extend the terms
of any Lender's Commitment or reduce the interest rate applicable to or extend
the maturity of any Obligation owed to it or reduce the amount of any principal
of or interest on any Loan or any fees to which it is entitled hereunder or
release any Guaranty or change this Section 11.3 or change the definition of
"Required Lenders" or change the number of Lenders required to take any action
hereunder or under any of the other Loan Documents. No amendment, modification
or waiver of the Agent's protective provisions shall be effective without the
prior written consent of the Agent.

Section 11.4. Costs and Expenses. The Company agrees to pay on demand all
the reasonable costs and expenses of the Agent in connection with the
negotiation, preparation, execution and delivery of this Agreement, the other
Loan Documents and the other instruments and documents to be delivered hereunder
or thereunder, and in connection with the transactions contemplated hereby or
thereby, and in connection with any consents hereunder or waivers or amendments
hereto or thereto, and in connection with any Default or Event of Default, and
in connection with the enforcement of this Agreement or any of the other Loan
documents or any other instrument or document delivered hereunder or thereunder,
including the fees and expenses of Messrs. Chapman and Cutler, counsel for the
Agent, with respect to all of the foregoing (whether or not the transactions
contemplated hereby are consummated). Upon the occurrence and during the
continuation of any Default or Event of Default, the Company further agrees to
pay to the Lenders and any other holders of the Obligations all the reasonable
costs and expenses (including court costs and attorneys' fees), if any, incurred
or paid upon the occurrence and during the continuation of any Default or Event
of Default by the Lenders or any other holders of the Obligations in connection
with any Default or Event of Default, and in connection with the enforcement of
this Agreement or any of the other Loan Documents or any other instrument or
document delivered hereunder or thereunder. The Company further agrees to
indemnify and save the Lenders, the Agent and any security trustee for the
Lenders harmless from any and all liabilities, losses, costs and expenses
incurred by the Lenders or the Agent in connection with any action, suit or
proceeding brought against the Agent, or any security trustee or any Lender by
any Person which arises out of the transactions contemplated or financed hereby
or out of any action or inaction by the Agent, any security trustee or any
Lender hereunder or thereunder, except for such thereof (i) as is caused by the
gross negligence or willful misconduct of the party seeking to be indemnified or
(ii) arises in connection with litigation solely between the Lenders. The
provisions of this Section 11.4 and the protective provisions of Section 2
hereof shall survive payment of the Obligations.

Section 11.5. Documentary Taxes. The Company agrees to pay on demand any
documentary, stamp or similar taxes payable in respect of this Agreement or any
other Loan Document, including interest and penalties, in the event any such
taxes are assessed, irrespective of when such assessment is made and whether or
not any credit is then in use or available hereunder.

Section 11.6. Survival of Representations. All representations and
warranties made herein or in any of the other Loan Documents or in certificates
given pursuant hereto or thereto shall survive the execution and delivery of
this Agreement and the other Loan Documents, and shall continue in full force
and effect with respect to the date as of which they were made as long as any
credit is in use or available hereunder.

Section 11.7. Survival of Indemnities. All indemnities and other
provisions relative to reimbursement to the Agent and the Lenders of amounts
sufficient to protect the yield of the Agent and the Lenders with respect to the
Loans, including, but not limited to, Sections 2.7, 2.8 and 2.9 hereof, shall
survive in accordance with their terms the termination of this Agreement and the
payment of the Obligations.

Section 11.8. Participations. Any Lender may grant participations in its
extensions of credit hereunder to any other Lender or other lending institution
(a "Participant"), provided that (i) no Participant shall thereby acquire any
direct rights under this Agreement, (ii) no Lender shall agree with a
Participant not to exercise any of such Lender's rights hereunder without the
consent of such Participant except for rights which under the terms hereof may
only be exercised by all Lenders and (iii) no sale of a participation in
extensions of credit shall in any manner relieve the selling Lender of its
obligations hereunder.

Section 11.9. Assignment Agreements. Each Lender may, from time to time
upon at least ten (10) Business Days' prior written notice to the Agent, assign
to other commercial lenders part of its rights and obligations under this
Agreement (including without limitation the indebtedness evidenced by the Notes
then owned by such assigning Lender, together with an equivalent proportion of
its Commitments to make Loans hereunder) pursuant to written agreements executed
by such assigning Lender, such assignee lender or lenders, the Company and the
Agent, which agreements shall specify in each instance the portion of the
indebtedness evidenced by the Notes which is to be assigned to each such
assignee lender and the portion of the Commitments of the assigning Lender to be
assumed by it (the "Assignment Agreements"); provided, however, that (i) each
such assignment shall be of a constant, and not a varying, percentage of the
assigning Lender's rights and obligations under this Agreement and the
assignment shall cover the same percentage of such Lender's Commitments, Loans
and Notes; (ii) unless the Agent otherwise consents, the aggregate amount of the
Commitments, Loans and Notes of the assigning Lender being assigned pursuant to
each such assignment (determined as of the effective date of the relevant
Assignment Agreement) shall in no event be less than $5,000,000 (or $1,000,000
in the case of assignments requested by the Company in accordance with the last
sentence of this Section) and shall in each case be an integral multiple of
$1,000,000; (iii) the Agent and (except for an assignment made during the
continuance of any Event of Default) the Company must each consent, which
consent shall not be unreasonably withheld, to each such assignment (provided no
such consent is required for any assignment to (i) any Lender party hereto,
whether an original signatory of this Agreement or a party hereto by reason of
an Assignment Agreement, and (ii) any Affiliate of any such Lender); (iv) Harris
Trust and Savings Bank shall maintain for its own account at least 50% of the
Commitments (except during the continuance of any Event of Default described in
Sections 9.1(l) or 9.1(m) hereof); and (v) the assigning Lender must pay to the
Agent a processing and recordation fee of $2,500 and any out-of-pocket
attorneys' fees and expenses incurred by the Agent in connection with such
Assignment Agreement. Upon the execution of each Assignment Agreement by the
assigning Lender thereunder, the assignee lender thereunder, the Company and the
Agent and payment to such assigning Lender by such assignee lender of the
purchase price for the portion of the indebtedness of the Company being acquired
by it, (i) such assignee lender shall thereupon become a "Lender" for all
purposes of this Agreement with Commitments in the amounts set forth in such
Assignment Agreement and with all the rights, powers and obligations afforded a
Lender hereunder, (ii) such assigning Lender shall have no further liability for
funding the portion of its Commitments assumed by such other Lender and
(iii) the address for notices to such assignee Lender shall be as specified in
the Assignment Agreement executed by it. Concurrently with the execution and
delivery of such Assignment Agreement, the Company shall execute and deliver
Notes to the assignee Lender in the respective amounts of its Commitment and
B Loans (if any are outstanding) and new Notes to the assigning Lender in the
respective amounts of its Commitment and B Loans (if any are outstanding) after
giving effect to the reduction occasioned by such assignment, all such Notes to
constitute "Notes" for all purposes of this Agreement and of the other Loan
Documents.

Section 11.10. Notices. Except as otherwise specified herein, all notices
hereunder shall be in writing (including cable or telecopy) and shall be given
to the relevant party at its address, telecopier number or telex number set
forth below, in the case of the Company, or on the appropriate signature page
hereof, in the case of the Lenders and the Agent, or such other address or
telecopier number as such party may hereafter specify by notice to the Agent and
the Company given by United States certified or registered mail, by telecopy or
by other telecommunication device capable of creating a written record of such
notice and its receipt. Notices hereunder to the Company shall be addressed to:

APAC TeleServices, Inc.
One Parkway North Center
Deerfield, Illinois 60015
Attention: Marc S. Simon, Chief Financial Officer
Telephone: (847) 945-0055
Telecopy: (847) 374-3215

With a copy (in the case of notices of default) to:

Barry J. Shkolnik
Neal Gerber & Eisenberg
Two North LaSalle, Suite 2100
Chicago, Illinois 60602
Telephone: (312) 269-8046
Telecopy: (312) 269-1747

Each such notice, request or other communication shall be effective (i) if given
by telecopier, when such telecopy is transmitted to the telecopier number
specified in this Section 11.10 and a confirmation of such telecopy has been
received by the sender, (ii) if given by mail, five (5) days after such
communication is deposited in the mail, certified or registered with return
receipt requested, addressed as aforesaid or (iii) if given by any other means,
when delivered at the addresses specified in this Section 11.10; provided that
any notice given pursuant to Section 1 or Section 2 hereof shall be effective
only upon receipt.

Section 11.11. Construction. The parties hereto acknowledge and agree
that this Agreement and the other Loan Documents shall not be construed more
favorably in favor of one than the other based upon which party drafted the
same, it being acknowledged that all parties hereto contributed substantially to
the negotiation of this Agreement and the other Loan Documents. Nothing
contained herein shall be deemed or construed to permit any act or omission
which is prohibited by the terms of any of the other Loan Documents, the
covenants and agreements contained herein being in addition to and not in
substitution for the covenants and agreements contained in the other Loan
Documents.

Section 11.12. Headings. Section headings used in this Agreement are for
convenience of reference only and are not a part of this Agreement for any other
purpose.

Section 11.13. Severability of Provisions. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction. All rights, remedies and powers provided in this Agreement and
the other Loan Documents may be exercised only to the extent that the exercise
thereof does not violate any applicable mandatory provisions of law, and all the
provisions of this Agreement and the other Loan Documents are intended to be
subject to all applicable mandatory provisions of law which may be controlling
and to be limited to the extent necessary so that they will not render this
Agreement or the other Loan Documents invalid or unenforceable.

Section 11.14. Counterparts. This Agreement may be executed in any number
of counterparts, and by different parties hereto on separate counterpart
signature pages, and all such counterparts taken together shall be deemed to
constitute one and the same instrument.

Section 11.15. Entire Understanding. This Agreement together with the
other Loan Documents constitute the entire understanding of the parties with
respect to the subject matter hereof and any prior agreements, whether written
or oral, with respect thereto are superseded hereby except for prior
understandings related to fees payable to the Agent upon the initial closing of
the transactions contemplated hereby.

Section 11.16. Binding Nature, Governing Law, Etc. This Agreement shall
be binding upon the Company and its successors and assigns, and shall inure to
the benefit of the Agent and the Lenders and the benefit of their successors and
assigns, including any subsequent holder of an interest in the Obligations. The
Company may not assign its rights hereunder without the written consent of the
Lenders. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE
OF ILLINOIS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

Section 11.17. Submission to Jurisdiction; Waiver of Jury Trial. The
Company hereby submits to the nonexclusive jurisdiction of the United States
District Court for the Northern District of Illinois and of any Illinois State
court sitting in the City of Chicago for purposes of all legal proceedings
arising out of or relating to this Agreement, the other Loan Documents or the
transactions contemplated hereby or thereby. The Company irrevocably waives, to
the fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been brought
in an inconvenient forum. THE COMPANY, THE AGENT, AND EACH LENDER HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
THEREBY.

Upon your acceptance hereof in the manner hereinafter set forth, this
Agreement shall constitute a contract between us for the uses and purposes
hereinabove set forth.

Dated as of this 3rd day of June, 1997.

APAC TeleServices, Inc.

By:
Name:
Title:

Accepted and Agreed to at Chicago, Illinois as of the day and year last
above written.

Each of the Lenders hereby agrees with each other Lender that if it should
receive or obtain any payment (whether by voluntary payment, by the exercise of
rights of set-off or banker's lien, by counterclaim or cross action, or by the
enforcement of any rights under this Agreement, any of the other Loan Documents
or otherwise) in respect of the Obligations in a greater amount than such Lender
would have received had such payment been made to the Agent and been distributed
among the Lenders as contemplated by Section 3.5 hereof then in that event the
Lender receiving such disproportionate payment shall purchase for cash without
recourse from the other Lenders an interest in the Obligations of the Company to
such Lenders in such amount as shall result in a distribution of such payment as
contemplated by Section 3.5 hereof. In the event any payment made to a Lender
and shared with the other Lenders pursuant to the provisions hereof is ever
recovered from such Lender, the Lenders receiving a portion of such payment
hereunder shall restore the same to the payor Lender, but without interest.

Amount and Percentage of Commitments:

Commitment: HARRIS TRUST AND SAVINGS BANK
$40,000,000
(50%)
By:
Name:
Title: Vice President

111 West Monroe Street
Chicago, Illinois 60603
Attention: Middle Market D
Telephone: (312) 461-6158
Telecopy: (312) 765-1655
Telex: 254157

Commitment: The Northern Trust Company
$20,000,000
(25%)
By:
Name:______________________________
Title:_______________________________

50 South LaSalle Street/2nd Floor
Chicago, Illinois 60675
Attention: Wendy Roberg
Telephone: (312) 444-4173
Telecopy: (312) 444-7028
Telex: 253879

Commitment: Bank of America Illinois
$20,000,000
(25%)
By:
Name:______________________________
Title:_______________________________

231 South LaSalle Street
6th Floor
Chicago, Illinois 60697
Attention: Victor P. Stasica
Telephone: (312) 828-8815
Telecopy: (312) 828-1974

EXHIBIT A
APAC TELESERVICES, INC.
REVOLVING NOTE

Chicago, Illinois
$_______________ _______________, 19_____

On the Termination Date, for value received, the undersigned, APAC
TeleServices, Inc., an Illinois corporation (the "Company"), hereby promises to
pay to the order of ________________ (the "Lender"), at the principal office of
Harris Trust and Savings Bank in Chicago, Illinois, the principal sum of
(i) _______________________ and no/100 Dollars ($___________), or (ii) such
lesser amount as may at the time of the maturity hereof, whether by acceleration
or otherwise, be the aggregate unpaid principal amount of all A Loans owing from
the Company to the Lender under the Revolving Credit provided for in the Credit
Agreement hereinafter mentioned.

This Note evidences the Lender's share of A Loans constituting part of a
"Domestic Rate Portion" and "LIBOR Portions" as such terms are defined in that
certain Credit Agreement dated as of June 3, 1997 between the Company, Harris
Trust and Savings Bank, individually and as Agent thereunder, and the other
Lenders which are now or may from time to time hereafter become parties thereto
(said Credit Agreement, as the same may be amended, modified or restated from
time to time, being referred to herein as the "Credit Agreement") made and to be
made to the Company by the Lender under the Revolving Credit provided for under
the Credit Agreement, and the Company hereby promises to pay interest at the
office described above on each A Loan evidenced hereby at the rates and at the
times and in the manner specified therefor in the Credit Agreement.

Each A Loan made under the Revolving Credit provided for in the Credit
Agreement by the Lender to the Company against this Note, any repayment of
principal hereon, the status of each such A Loan from time to time as part of
the Domestic Rate Portion or a LIBOR Portion and, in the case of any LIBOR
Portion, the interest rate and Interest Period applicable thereto shall be
endorsed by the holder hereof on a schedule to this Note or recorded on the
books and records of the holder hereof (provided that such entries shall be
endorsed on a schedule to this Note prior to any negotiation hereof). The
Company agrees that in any action or proceeding instituted to collect or enforce
collection of this Note, the entries so endorsed on a schedule to this Note or
recorded on the books and records of the holder hereof shall be prima facie
evidence of the unpaid principal balance of this Note, the status of each such
loan from time to time as part of the Domestic Rate Portion or a LIBOR Portion,
and, in the case of any LIBOR Portion, the interest rate and Interest Period
applicable thereto.

This Note is issued by the Company under the terms and provisions of the
Credit Agreement, and this Note and the holder hereof are entitled to all of the
benefits and security provided for thereby or referred to therein, to which
reference is hereby made for a statement thereof. This Note may be declared to
be, or be and become, due prior to its expressed maturity, voluntary prepayments
may be made hereon, and certain prepayments are required to be made hereon, all
in the events, on the terms and with the effects provided in the Credit
Agreement. All capitalized terms used herein without definition shall have the
same meanings herein as such terms are defined in the Credit Agreement.

Pursuant to the terms of the Credit Agreement, the Company hereby promises
to pay all reasonable costs and expenses (including attorneys' fees) suffered or
incurred by the holder hereof in collecting this Note. The Company hereby
waives presentment for payment and demand. THIS NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF ILLINOIS
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

APAC TeleServices, Inc.

By:
Name:
Title:

EXHIBIT B
APAC TELESERVICES, INC.
TERM NOTE
Chicago, Illinois
$_____________________ ________________, 19__

For Value Received, the undersigned, APAC TeleServices, Inc., an Illinois
corporation (the "Company"), hereby promises to pay to the order of
______________________ (the "Lender"), at the principal office of Harris Trust
and Savings Bank in Chicago, Illinois, the principal sum of
______________________________ Dollars ($______________), in ____________ (____)
consecutive quarter-annual principal installments, commencing on
________________, _____ and continuing on the ______ day of each March, June,
September and December occurring thereafter to and including June 30, 2002, with
each installment (except the last) to be in the amount of one-twentieth (1/20th)
of the face amount of this Note and last such installment to be in the amount of
all principal hereof not sooner paid.

This Note evidences the Lender's share of a B Loan constituting part of a
"Domestic Rate Portion" and "LIBOR Portions" as such terms are defined in that
certain Credit Agreement dated as of June 3, 1997 by and between the Company,
Harris Trust and Savings Bank, individually and as Agent thereunder, and the
other Lenders which are now or may from time to time hereafter become parties
thereto (said Credit Agreement, as the same may be amended, modified or restated
from time to time, being referred to herein as the "Credit Agreement") made to
the Company by the Lender under the Credit Agreement, and the Company hereby
promises to pay interest at the office specified above on the loan evidenced
hereby at the rates and at the times and in the manner specified therefor in the
Credit Agreement.

Each repayment of the principal of the B Loan made by the Lender to the
Company against this Note, the status of such B Loan from time to time as part
of the Domestic Rate Portion or a LIBOR Portion and, in the case of any LIBOR
Portion, the interest rate and Interest Period applicable thereto shall be
endorsed by the holder hereof on a schedule to this Note or recorded on the
books and records of the holder hereof (provided that such entries shall be
endorsed on a schedule to this Note prior to any negotiation hereof). The
Company agrees that in any action or proceeding instituted to collect or enforce
collection of this Note, the entries so endorsed on a schedule to this Note or
recorded on the books and records of the holder hereof shall be prima facie
evidence of the unpaid balance of this Note and the status of such loan from
time to time as part of the Domestic Rate Portion or a LIBOR Portion and, in the
case of any LIBOR Portion, the interest rate and Interest Period applicable
thereto.

This Note is issued by the Company under the terms and provisions of the
Credit Agreement, and this Note and the holder hereof are entitled to all of the
benefits and security provided for thereby or referred to therein, to which
reference is hereby made for a statement thereof. This Note may be declared to
be, or be and become, due prior to its expressed maturity, voluntary prepayments
may be made hereon, and certain prepayment are required to be made hereon, all
in the events, on the terms and with the effects provided in the Credit
Agreement. All capitalized terms used herein without definition shall have the
same meanings herein as such terms are defined in the Credit Agreement.

APAC TeleServices, Inc.

By:
Name:
Title:

EXHIBIT C

GUARANTY AGREEMENT

This Guaranty, dated as of _____________, 1997 made by
_______________________, a ___________________ corporation (the "Guarantor");
Witnesseth:

WHEREAS, APAC TeleServices, Inc., an Illinois corporation (the "Borrower"),
Harris Trust and Savings Bank as Agent and various financial institutions have
entered into Credit Agreement dated as of June 3, 1997 (such Credit Agreement as
the same may from time to time be modified or amended being hereinafter referred
to as the "Credit Agreement") (such financial institutions which are now or may
from time to time hereafter become "Lenders" under the Credit Agreement being
hereinafter referred to as "Lenders") (the Agent and the Lenders being
hereinafter referred to collectively as the "Guaranteed Creditors" and
individually as a "Guaranteed Creditor"); and

WHEREAS, the Borrower directly or indirectly owns and holds all of the
issued and outstanding common capital stock of the Guarantor; and

WHEREAS, it is a condition precedent to the extension of credit by the
Lenders under the Credit Agreement that the Guarantor shall have executed and
delivered this Guaranty; and

WHEREAS, the Guarantor will obtain benefits as a result of the extensions
of credit to the Borrower under the Credit Agreement and, accordingly, desires
to enter into this Guaranty in order to satisfy the condition described in the
preceding paragraph; and

NOW, THEREFORE, in consideration of the foregoing and other benefits
accruing to the Guarantor, the receipt and sufficiency of which are hereby
acknowledged, the Guarantor hereby makes the following representations and
warranties to the Guaranteed Creditors and hereby covenants and agrees with the
Guaranteed Creditors as follows:

1. The Guarantor hereby irrevocably, absolutely and unconditionally
guarantees as primary obligor and not merely as surety to the Guaranteed
Creditors (x) the full and prompt payment to the Lenders at maturity (whether by
lapse of time, acceleration or otherwise) and at all times thereafter of the
principal of and interest and premium on all the Notes issued by the Borrower
under the Credit Agreement and any and all notes issued in extension or renewal
thereof or in substitution or replacement therefor and (y) the full and prompt
performance and payment when due of any and all other indebtedness, obligations
and liabilities, whether now existing or hereafter arising, of the Borrower to
the Guaranteed Creditors under or arising out of the Credit Agreement or the
other Loan Documents (the indebtedness, obligations and liabilities described in
the immediately preceding clauses (x) and (y) being hereinafter referred to as
the "Guaranteed Obligations"). The payment by the Guarantor of any amount or
amounts due the Guaranteed Creditors hereunder shall be made in the same
currency and funds in which the underlying Guaranteed Obligations are payable.
The Guarantor further agrees to pay all reasonable expenses, legal or otherwise
(including court costs and attorneys' fees), paid or incurred by any of the
Guaranteed Creditors in endeavoring to collect the Guaranteed Obligations or in
preserving, protecting or realizing on the collateral security therefor or in
endeavoring to enforce or protect their rights under this Guaranty.

2. The Guarantor understands, agrees and confirms that this is a guaranty
of payment when due and not of collection and that this Guaranty may be enforced
up to the full amount of the Guaranteed Obligations (as limited by Section 7
hereof) without proceeding against the Borrower, against any security for the
Guaranteed Obligations, against any other guarantor or any other party or under
any other guaranty covering the Guaranteed Obligations.

3. The Guarantor hereby waives notice of acceptance of this Guaranty and
notice of any liability to which it may apply, and waives presentment, demand of
payment, protest, notice of dishonor or nonpayment of any such liability, suit
or taking of other action by the Guaranteed Creditors against, and any other
notice to, any party liable thereon (including the Guarantor or any other
guarantor).

4. The Guaranteed Creditors, or any of them as appropriate, may at any
time and from time to time without the consent of, or notice to, the Guarantor,
without incurring responsibility to the Guarantor, and without impairing or
releasing the obligations of the Guarantor hereunder, upon or without any terms
or conditions and in whole or in part:

(a) change the manner, place or terms of payment of, change or extend
the time of payment of or renew or alter, any of the Guaranteed
Obligations, any security therefor, or any liability incurred directly or
indirectly in respect thereof, and the guaranty herein made shall apply to
the Guaranteed Obligations as so changed, extended, renewed or altered;

(b) sell, exchange, release, surrender, realize upon, fail to perfect
with respect to or otherwise deal with in any manner and in any order any
property by whomsoever at any time pledged or mortgaged to secure, or
howsoever securing, the Guaranteed Obligations or any liabilities
(including any of those hereunder) incurred directly or indirectly in
respect thereof or hereof, or any offset against such property;

(c) fail to assert any claim or demand or exercise or refrain from
exercising any rights against the Borrower, any other guarantor or others
or otherwise act or refrain from acting;

(d) settle or compromise any of the Guaranteed Obligations, any
security therefor or any liability (including any of those hereunder)
incurred directly or indirectly in respect thereof or hereof, and may
subordinate the payment of all or any part thereof to the payment of any
liability (whether due or not) of the Borrower to creditors of the Borrower
other than the Guaranteed Creditors;

(e) apply any sums by whomsoever paid or howsoever realized to any
liability or liabilities of the Borrower to the Guaranteed Creditors
regardless of what liability or liabilities of the Borrower remain unpaid;
or

(f) consent to or waive any breach of, or any act, omission or
default under, the Credit Agreement or any of the other Loan Documents or
otherwise amend, modify or supplement any of the Loan Documents.

5. No invalidity, irregularity or unenforceability of all or part of the
Guaranteed Obligations or of any security therefor or any guaranty thereof shall
affect, impair or be a defense to this Guaranty, and this Guaranty shall be
primary, absolute and unconditional notwithstanding the occurrence of any event
or the existence of any other circumstances which might constitute a legal or
equitable discharge of a surety or guarantor except payment in full of the
Guaranteed Obligations. Without limiting the foregoing, no change in the name,
objects, capital stock or constitution of the Borrower shall in any way affect
the liability of the Guarantor, either with respect to transactions occurring
before or after any such change, and neither the Agent nor the Lenders shall be
concerned to see or inquire into the powers of the Borrower or any of its
directors or other agents acting or purporting to act on its behalf, and moneys,
advances, renewals or credits in fact borrowed or obtained from the Agent or any
Lender in professed exercise of such powers shall be deemed to form part of the
Guaranteed Obligations notwithstanding that such borrowing or obtaining of
moneys, advances, renewals or credits shall be in excess of the powers of the
Borrower or of its directors or such other agents, or be in any way irregular,
defective or informal. Also without limiting the foregoing, the Guarantor
hereby agrees that its obligations under this Guaranty shall be unconditional,
irrespective of (i) the election by any Guaranteed Creditor, in any proceeding
instituted under Chapter 11 of Title 11 of the United States Bankruptcy Code or
the application of Section 1111(b)(2) of the Bankruptcy Code, (ii) any borrowing
or grant of a security interest by the Borrower, as debtor-in-possession, under
Section 364 of the United States Bankruptcy Code or (iii) the disallowance,
under Section 502 of the United States Bankruptcy Code, of all or any portion of
the Guaranteed Creditors' claim(s) for repayment of the Guaranteed Obligations.

6. The Guarantor will not exercise or enforce any right of exoneration,
contribution, reimbursement, recourse or subrogation available to the Guarantor
against any person liable for payment of the Guaranteed Obligations, or as to
any security therefor, unless and until the full amount owing to the Guaranteed
Creditors on the Guaranteed Obligations has been paid and the Guarantor
acknowledges that any payment by it of any amount pursuant to this Guaranty
shall not in any wise entitle the Guarantor to any right, title or interest
(whether by way of subrogation or otherwise) in and to any of the Guaranteed
Obligations or any proceeds thereof or any security therefor unless and until
the full amount owing to the Guaranteed Creditors on the Guaranteed Obligations
has been paid and any commitment of the Lenders to extend credit to the Borrower
shall have terminated.

7. Notwithstanding anything herein to the contrary, the right of recovery
against the Guarantor under this Guaranty shall not exceed the Maximum Liability
Amount. For purposes of this Section, the term "Maximum Liability Amount" shall
mean $1.00 less than the amount of the lowest claim on this Guaranty which would
render it void or voidable under applicable law.

8. In order to induce the Guaranteed Creditors to make available the
credit facilities pursuant to the Credit Agreement, the Guarantor represents and
warrants to the Guaranteed Creditors that all the recitals herein and the
representations by the Borrower concerning the Guarantor and its execution,
delivery and performance of this Guaranty in Section 6 of the Credit Agreement
are true and correct.

9. This Guaranty may be enforced by the Agent on behalf of the Guaranteed
Creditors, or it may be enforced by the Guaranteed Creditors acting jointly.
This Guaranty shall be binding upon the Guarantor and its successors and assigns
and shall inure to the benefit of the Guaranteed Creditors and their successors
and assigns. Any Guaranteed Creditor may, without any notice to the Guarantor,
sell, transfer or assignee its rights in the Guaranteed Obligations held by it,
or any part thereof, or grant participations therein, in each case as set forth
in the Credit Agreement; and in that event, each and every immediate and
successive assignee or transferee of, or holder or participant in, all or any
part of the Guaranteed Obligations, shall have the right to enforce this
Guaranty, by suit or otherwise, for the benefit of such assignee, transferee,
holder or participant as fully as if such assignee or transferee, holder or
participant were herein by name specifically given such rights, powers and
benefits; but each Guaranteed Creditor shall have an unimpaired right to enforce
this Guaranty for its own benefit or for the benefit of any such participant as
to so much of the Guaranteed Obligations that it has not sold, assigned or
transferred.

10. Neither this Guaranty nor any provision hereof may be changed, waived,
discharged or terminated, except with the written consent of the Required
Lenders or as otherwise provided in the Credit Agreement; provided, however,
that no such agreement which releases the Guarantor from its liability hereunder
for any of the Guaranteed Obligations shall be effective unless the same is
embodied in a written instrument signed by all the Guaranteed Creditors.

11. The Guarantor acknowledges that executed (or conformed) copies of the
Credit Agreement have been made available to its principal executive officers
and such officers are familiar with the contents thereof.

12. In addition to any rights now or hereafter granted under applicable
law and not by way of limitation of any such rights, upon the occurrence of an
Event of Default, each Guaranteed Creditor is hereby authorized at any time or
from time to time, without notice to the Guarantor or to any other party, any
such notice being expressly waived, to set off and to appropriate and apply any
and all deposits (general or special) and any other indebtedness at any time
held or owing by such Creditor to or for the credit or the account of the
Guarantor, against and on account of the obligations and liabilities of the
Guarantor under this Guaranty, irrespective of whether or not such Guaranteed
Creditor shall have made any demand hereunder and although said obligations,
liabilities, deposits or claims, or any of them, shall be contingent or
unmatured.

13. All notices, requests, demands or other communications pursuant hereto
shall be deemed to have been duly given or made when delivered to the party to
which such notice, request, demand or other communication is required or
permitted to be given or made under this Guaranty, addressed to such party at
(i) in the case of Guaranteed Creditors, as provided in the Credit Agreement,
and (ii) in the case of the Guarantor, to it in care of the Borrower, as
provided in the Credit Agreement.

14. If claim is ever made upon any Guaranteed Creditor for repayment or
recovery of any amount or amounts received in payment or on account of any
Guaranteed Obligations and such payee repays all or part of said amount by
reason of (a) any judgment, decree or order of any court or administrative body
having jurisdiction over such payee or any of its property or (b) any settlement
or compromise of any such claim effected by such payee with any such claimant
(including the Borrower), then and in such event the Guarantor agrees that any
such judgment, decree, order, settlement or compromise shall be binding upon it,
notwithstanding any revocation, return or destruction of this guaranty or the
Credit Agreement or any instrument evidencing any liability of the Borrower, and
the Guarantor shall be and remain liable to such payee hereunder for the amount
so repaid or recovered to the same extent as if such amount had never originally
been received by such payee.

15. Any acknowledgment or new promise, whether by payment of principal or
interest or otherwise and whether by the Borrower, or others (including the
Guarantor), with respect to any of the Guaranteed Obligations shall, if the
statute of limitations in favor of the Guarantor against the Guaranteed
Creditors shall have commenced to run, toll the running of such statute of
limitations, and if the period of such statute of limitations shall have
expired, prevent the operation of such statute of limitations.

16. The Guarantor hereby postpones, in the event and during the
continuance of any enforcement hereof, all debts and liabilities of the Borrower
to the Guarantor, both present and future, to the prior payment of the
Guaranteed Obligations, and all moneys received by the Guarantor thereon shall
be received in trust for the Agent and the Lenders and shall be paid over the
Agent.

17. The records of the Agent and each Lender as to the unpaid balance of
the Guaranteed Obligations at any time and from time to time shall be prima
facie evidence thereof without further or other proof for all purposes,
including the enforcement of this Guaranty and any collateral therefor.

18. This Guaranty and the rights and obligations of the parties hereunder
shall be construed in accordance with and governed by the law of the State of
Illinois, in which State it shall be performed by the Guarantor. All payments
to be made by the Guarantor hereunder shall be made in the same currency and
funds in which the underlying Guaranteed Obligations are payable to the
Guaranteed Creditors in Chicago, Illinois (or at such other place for the
account of a Guaranteed Creditor to whom such Guaranteed Obligations are owed as
it may from time to time specify to the Guarantor) in immediately available and
freely transferable funds at the place of payment, all such payments to be paid
without setoff, counterclaim or reduction and without deduction for, and free
from, any and all present or future taxes, levies, imposts, duties, fees,
charges, deductions, withholding or liabilities with respect thereto or any
restrictions or conditions of any nature.

19. Any legal action or proceeding with respect to this Guaranty or any
other Loan Document executed by the Guarantor may be brought in the courts of
the State of Illinois or of the United States of America for the Northern
District of Illinois, and by execution and delivery of this Guaranty, the
Guarantor hereby irrevocably submits to, and accepts for itself and in respect
of its property, generally and unconditionally, the non-exclusive jurisdiction
of the aforesaid courts and hereby waives any right it may have to object to the
bringing of any such action or proceeding in the aforesaid courts based on the
ground of venue or any claim that any of the aforesaid courts is an inconvenient
forum. The Guarantor hereby irrevocably designates the Borrower (by service to
the attention of its President), as the designee, appointee and agent of the
Guarantor to receive, for and on behalf of the Guarantor and its property,
service of process in the State of Illinois in any legal action or proceeding
with respect to this Guaranty or any other Loan Document, and such service shall
be deemed completed upon delivery thereof to said agent and the Guarantor
acknowledges such service to be effective and binding service in every respect.
A copy of such process served on such agent will be promptly forwarded by mail
to the Guarantor at its address set forth opposite its signature below, but the
failure to send such copy shall not affect in any way the validity of service of
process. If any agent appointed by the Guarantor refuses to accept service, the
Guarantor hereby agrees that service upon it by mail shall constitute sufficient
notice. The Guarantor further irrevocably consents to the service of process
out of any of the aforementioned courts in any such action or proceeding by
mailing of copies thereof by registered or certified mail, postage prepaid, to
the Guarantor at its said address, such service to become effective and binding
five (5) days after such mailing. Nothing herein shall affect the right of any
Guaranteed Creditor to serve process in any other manner permitted by law or to
commence legal actions or proceedings or otherwise to proceed against the
Guarantor in any other jurisdiction.

20. If any judgment or order expressed in a currency (the "Judgment
Currency") other than the currency (the "Currency of Account") in which the
Guaranteed Obligations are owed is rendered against Guarantor for the payment of
any amount owing hereunder, the Guaranteed Creditors, after recovery in full of
the aggregate amount to which they are entitled pursuant to the judgment or
order, will be entitled to receive immediately from the Guarantor the amount of
any shortfall of the Currency of Account received by the Guaranteed Creditors as
a consequence of sums paid in such Judgment Currency (a "Shortfall Payment") if
such shortfall arises or results from any variation between the rate of exchange
at which the Currency of Account is converted into the Judgment Currency for the
purposes of such judgment or order and the rate of exchange at which the
Guaranteed Creditors are able, acting in a reasonable manner and in good faith,
to purchase the Currency of Account with the amount of the Judgment Currency
actually received by the Guaranteed Creditors. Any Shortfall Payment due
hereunder shall be due as a separate and independent obligation of the Guarantor
and, until discharged, shall continue in full force and effect. The term "rate
of exchange" includes, without limitation, any premiums and costs of exchange
payable in connection with the purchase of or conversion into the Currency of
Account.

21. The Guarantor shall at all times and from time to time do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged and
delivered all and singular every such further act, deed, transfer, assignment,
assurance, document and instrument as the Agent or any Lender may reasonably
require for the better accomplishing and effectuating of this Guaranty and the
provisions contained herein, and every officer of the Agent and the Lenders and
each of them are irrevocably appointed attorneys or attorney to execute in the
name and on behalf of the Guarantor any document or instrument for the said
purpose.

22. Except as otherwise defined herein, terms used herein and defined in
the Credit Agreement (as hereinafter defined) shall be used herein as so
defined.

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed
and delivered as of the date first above written.
Address:
. . . . . . . . . . . . . . . . .
_______________________________
_______________________________
By
Its

EXHIBIT D

COMPLIANCE CERTIFICATE

This Compliance Certificate is furnished to (the Agent and the Lenders)
pursuant to that certain Credit Agreement dated as of June 3, 1997, by and among
APAC TeleServices, Inc. (the "Company") and you (the "Credit Agreement").
Unless otherwise defined herein, the terms used in this Compliance Certificate
have the meanings ascribed thereto in the Credit Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected _____________________________________ of the
Company;

2. I have reviewed the terms of the Credit Agreement and I have made, or
have caused to be made under my supervision, a detailed review of the
transactions and conditions of the Company and its Subsidiaries during the
accounting period covered by the attached financial statements;

3. The examinations described in paragraph 2 did not disclose, and I have
no knowledge of, the existence of any condition or the occurrence of any event
which constitutes a Default or Event of Default during or at the end of the
accounting period covered by the attached financial statements or as of the date
of this Certificate, except as set forth below;

4. The financial statements required by Section 8.5 of the Credit
Agreement and being furnished to you concurrently with this Certificate are
true, correct and complete as of the date and for the periods covered thereby;
and

5. The Attachment hereto sets forth financial data and computations
evidencing the Company's compliance with certain covenants of the Credit
Agreement, all of which data and computations are, to the best of my knowledge,
true, complete and correct and have been made in accordance with the relevant
Sections of the Credit Agreement.

Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which the Company has taken, is taking, or proposes to
take with respect to each such condition or event:
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________

The foregoing certifications, together with the computations set forth in
the Attachment hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this _________ day of
__________________ 19___.

(Name)(Title)

ATTACHMENT TO COMPLIANCE CERTIFICATE
APAC TELESERVICES, INC.

Compliance Calculations for Credit Agreement
Dated as of June 3, 1997
Calculations as of _____________, 19___
___________________________________________________________________________

A. LEVERAGE RATIO (SECTION 8.7)

1. Total Funded Debt as defined

2. Tangible Net Worth as defined

3. Total Capitalization (Line 1 plus Line 2)

4. Ratio of Total Funded Debt (Line 1)
to Total Capitalization (Line 3)
("Modified Leverage Ratio")
:1

5. As listed in Section 8.7, for the date
of this Certificate, Leverage Ratio
shall not be greater than 0.50:1

6. Company is in compliance?
(Circle yes or no) Yes/No

B. DEBT SERVICE COVERAGE RATIO (SECTION 8.8)

1. Total Funded Debt
as defined . . . .

2. Net Income as defined
for past four quarters . . . .
3. Amounts deducted in arriving
at Net Income
in respect of

(a) Interest Expense . . . .

(b) Taxes imposed on or
measured by income or
excess profits . . . .

(d) Amortization of
intangible assets . . . .

4. Sum of Lines 2, 3(a),
3(b), 3(c) and 3(d) ("EBITDA")

5. Ratio of Total Funded Debt
(Line 1) to EBITDA(Line 4)
("Debt Service Coverage Ratio") ________ :1

6. As listed in Section 8.8, for
the date of this Certificate,
the Debt Service Coverage Ratio
must be in an amount not more than 1.25:1

7. Company is in compliance?
(Circle yes or no) Yes/No

C. FIXED CHARGE COVERAGE RATIO (SECTION 8.9)

1. EBITDA (Line B4 above) . . . .

2. Aggregate amount of principal
payments required to be made
on long-term Indebtedness
for Borrowed Money . . . .

3. Interest Expense . . . .

4. Capital Expenditures . . . .

5. Sum of Lines 2, 3 and 4
("Fixed Charges") __________

6. Ratio of EBITDA (Line 1) to Fixed Charges
(Line 5) ("Fixed Charge Coverage Ratio") ________ :1

7. As listed in Section 8.9, for
the date of this Certificate,
the Fixed Charge Coverage Ratio
must be in an amount not less than :1

8. Company is in compliance?
(Circle yes or no) Yes/No

SCHEDULE 6.2

SUBSIDIARIES

<TABLE>
<CAPTION>
JURISDICTION OF PERCENTAGE
NAME INCORPORATION OWNERSHIP

<S> <C> <C>
APAC TeleServices of Illinois, Inc. Illinois 100%

APAC TeleServices of Michigan, Inc. Michigan 100%

APAC TeleServices of Texas, L.P. Texas
(limited partnership) 100%
(99% Company; 1% APAC
TeleServices General Partner, Inc.)

APAC TeleServices L.L.C. Illinois
(limited liability company) 100%
(99% Company; 1% APAC
TeleServices of Illinois, Inc.)

APAC TeleServices General Partners, Inc. Illinois 100%

APAC Insurance Services Agency, Inc. Illinois 100%

Schechtman Institute L.L.C. Nevada 100%
(99% Company; 1% APAC
TeleServices of Illinois, Inc.)

</TABLE>

SCHEDULE 8.11

PERMITTED DEBT
Lender Lien Amount

E/S Leasing Certain Equipment $23,570

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Share Owners of APAC TeleServices, Inc.:

We have audited the accompanying consolidated balance sheets of APAC
TELESERVICES, INC. (an Illinois corporation) AND SUBSIDIARIES as of December 28,
1997, and December 29, 1996, and the related consolidated statements of
operations, share owners' equity and cash flows for the years ended December 28,
1997, December 29, 1996, and December 31, 1995. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of APAC TeleServices,
Inc. and Subsidiaries as of December 28, 1997, and December 29, 1996, and the
results of their operations and their cash flows for the years ended December
28, 1997, December 29, 1996, and December 31, 1995, in conformity with generally
accepted accounting principles.

As described in Note 3 to the consolidated financial statements, the Company
adopted the provisions of The Emerging Issues Task Force Bulletin No. 97-13,
"Accounting for the Costs Incurred in Connection with a Consulting Contract or
an Internal Project That Combines Business Process Reengineering and Information
Technology Transformation" during 1997.

ARTHUR ANDERSEN LLP

Chicago, Illinois
January 30, 1998

<TABLE>

APAC TELESERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<CAPTION>

DECEMBER 28, 1997 DECEMBER 29, 1996
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 219 $ 141
Receivables:
Trade, less allowance for doubtful accounts
of $447 in 1997 and $360 in 1996 69,455 56,148
Share owner/officer - 300
Other 4,007 3,025
Prepaid expenses 2,473 2,670
Total current assets 76,154 62,284

PROPERTY AND EQUIPMENT:
Building and leasehold improvements 28,041 17,535
Telecommunications equipment and related software 86,510 51,144
Workstations and office equipment 15,277 12,301
Construction in progress 6,463 15,542
Total property and equipment 136,291 96,522
Less-accumulated depreciation and amortization 38,825 18,078
Property and equipment, net 97,466 78,444

OTHER ASSETS:
Goodwill and other intangibles, less accumulated
amortization of $894 12,628 -
Other assets 1,497 653
Total other assets 14,125 653
Total assets $ 187,745 $ 141,381

LIABILITIES AND SHARE OWNERS' EQUITY

CURRENT LIABILITIES:
Current maturities of long-term debt $ 202 $ 146
Revolving credit facility 23,600 15,900
Book overdraft 4,679 5,113
Accounts payable 6,477 11,967
Accrued payroll and related items 14,555 10,670
Accrued expenses 6,126 5,134
Total current liabilities 55,639 48,930

LONG-TERM DEBT, less current maturities 1,863 1,325

DEFERRED INCOME TAXES 5,460 2,920

COMMITMENTS AND CONTINGENCIES

SHARE OWNERS' EQUITY:
Preferred Shares, $0.01 par value; 50,000,000 shares authorized; none issued - -
Common Shares, $0.01 par value; 200,000,000 shares authorized; issued
48,794,367 shares in 1997 and 46,540,057 shares in 1996 488 465
Additional paid-in capital 91,788 54,017
Retained earnings 32,507 33,724
Total share owners' equity 124,783 88,206
Total liabilities and share owners' equity $ 187,745 $ 141,381

The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>

<TABLE>
APAC TELESERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

<CAPTION>
FOR THE FISCAL YEARS ENDED
DECEMBER 28, 1997 DECEMBER 29, 1996 DECEMBER 31, 1995

<S> <C> <C> <C>
NET REVENUE $ 356,390 $ 276,443 $ 101,667

OPERATING EXPENSES:
Cost of services 269,326 193,967 71,982
Selling, general and administrative expenses 48,784 33,397 16,398
Acquired in-process research and development 19,800 - -
Provision for software impairment 3,238 - -
Total operating expenses 341,148 227,364 88,380
Income from operations 15,242 49,079 13,287

INVESTMENT INCOME - 280 284

INTEREST EXPENSE (1,489) (309) (1,088)
Income before income taxes and
cumulative effect of accounting change 13,753 49,050 12,483

INCOME TAXES:
Provision for income taxes on C Corporation income 12,770 18,500 550
Deferred income taxes recorded in
conjunction with termination of
S Corporation election on October 15, 1995 - - 3,780
Total income taxes 12,770 18,500 4,330
Income before cumulative effect of accounting change 983 30,550 8,153

CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
less income taxes of $1,349 (2,200) - -

NET INCOME (LOSS) $ (1,217) $ 30,550 $ 8,153

PRO FORMA INCOME DATA (UNAUDITED):
Net income as reported $ 8,153
Pro forma adjustment to recognize
C Corporation provision for income taxes 670
Pro forma net income $ 7,483

NET INCOME (LOSS) PER SHARE (PRO FORMA
FOR FISCAL 1995):
Basic:
Income before cumulative effect of accounting change $ 0.02 $ 0.66 $ 0.19
Cumulative effect of accounting change (0.05) - -
Net income (loss) $ (0.03) $ 0.66 $ 0.19

Diluted:
Income before cumulative effect of accounting change $ 0.02 $ 0.64 $ 0.18
Cumulative effect of accounting change (0.05) - -
Net income (loss) $ (0.03) $ 0.64 $ 0.18

WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 47,453 46,350 40,425
Diluted 48,505 47,935 41,624

The accompanying notes are an integral part of these consolidated financial
statements.

</TABLE>

<TABLE>
APAC TELESERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHARE OWNERS' EQUITY
(In thousands, except share data)

<CAPTION> Additional Total
Common Shares Paid-In Retained Share Owners'
Issued Amount Capital Earnings Equity

<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1995 39,600,000 $396 $ - $5,326 $5,722
Net income - - - 8,153 8,153
S Corporation distributions paid or accrued - - - (9,374) (9,374)
Capitalization of undistributed S Corporation
earnings in conjunction with termination of
S Corporation election on October 15, 1995 - - 898 (898) -
Issuance of Common Shares in connection
with initial public offering 6,600,000 6 48,174 (33) 48,207

BALANCE, DECEMBER 31, 1995 46,200,000 462 49,072 3,174 52,708
Net income - - - 30,550 30,550
Exercise of employee stock options,
including related tax benefits 273,558 2 4,607 - 4,609
Issuance of Common Shares through
employee stock purchase plan 12,059 - 339 - 339
Issuance of Common Shares in
connection with the acquisition of
The Shechtman Group 54,440 1 (1) - -

BALANCE, DECEMBER 29, 1996 46,540,057 465 54,017 33,724 88,206
Net loss - - - (1,217) (1,217)
Exercise of employee stock options,
including related tax benefits 228,232 2 5,246 - 5,248
Issuance of Common Shares through
employee stock purchase plan 34,693 1 654 - 655
Issuance of Common Shares in
connection with the acquisition of
Paragren Technologies, Inc. 1,991,385 20 31,871 - 31,891

BALANCE, DECEMBER 28, 1997 48,794,367 $488 $91,788 $32,507 $124,783

The accompanying notes are an integral part of these consolidated financial
statements.

</TABLE>

<TABLE>
APAC TELESERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

<CAPTION> FOR THE FISCAL YEARS ENDED
DECEMBER 28, 1997 DECEMBER 29, 1996 DECEMBER 31, 1995

<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ (1,217) $ 30,550 $ 8,153
Depreciation and amortization 22,861 10,784 4,072
Deferred income taxes 760 640 3,060
Acquired in-process research and development 19,800 - -
Provision for software impairment 3,238 - -
Cumulative effect of accounting change, net of income taxes 2,200 - -
47,642 41,974 15,285
Changes in operating assets and liabilities:
Receivables (11,623) (40,738) (8,696)
Prepaid expenses 208 (2,070) (1,717)
Other assets (844) (653) -
Accounts payable (5,647) 9,745 1,950
Accrued expenses 2,282 3,809 8,378
Net cash provided by operating activities 32,018 12,067 15,200

INVESTING ACTIVITIES:
Sale (purchase) of short-term investments - 26,000 (26,000)
Purchase of property and equipment, net of disposals (44,127) (64,417) (16,626)
Paragren Technologies, Inc. acquisition, net of cash acquired (832) - -
Net cash used by investing activities (44,959) (38,417) (42,626)

FINANCING ACTIVITIES:
Net proceeds from sale of Common Shares through initial
public offering - - 48,207
Net borrowings under credit facilities 7,700 15,900 11,787
Proceeds from initial public offering used to repay credit
facilities - - (11,787)
Proceeds from long-term debt - - 6,702
Payments on long-term debt (150) (847) (15,423)
Increase (decrease) in book overdraft (434) 5,113 (1,310)
Exercise of employee stock options, including related tax
benefits 5,248 4,609 -
Proceeds from employee stock purchase plan 655 339 -
S Corporation distributions paid - (2,809) (6,565)
Net cash provided by financing activities 13,019 22,305 31,611

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 78 (4,045) 4,185
CASH AND CASH EQUIVALENTS:
Beginning of year 141 4,186 1
End of year $ 219 $ 141 $ 4,186

SUPPLEMENTAL DISCLOSURES:
Cash flow information:
Cash payments for interest, net of amounts capitalized $ 1,381 $ 408 $ 1,099
Cash payments for income taxes 8,955 17,013 -
Non-cash investing and financing activities:
Capital lease obligations used to purchase equipment 742 - -
Fair market value of Common Shares and employee
stock options issued in connection with the
acquisition of Paragren Technologies, Inc. 31,891 - -
Fair market value of Common Shares issued in connection
with the acquisition of The Shechtman Group - 2,613 -
Distribution payable to S Corporation share owners
representing undistributed taxable income prior to
conversion to a C Corporation on October 16, 1995 - - 2,809

The accompanying notes are an integral part of these consolidated financial
statements.

</TABLE>

APAC TELESERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 28, 1997, DECEMBER 29, 1996, AND DECEMBER 31, 1995

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

INDUSTRY INFORMATION

APAC TeleServices, Inc. and Subsidiaries (the "Company") provides high volume
telephone-based sales, marketing and customer management solutions for corporate
clients operating in the business and consumer products, parcel delivery,
financial services, insurance, retail, technology, telecommunications and
utilities industries throughout the United States.

SIGNIFICANT CLIENTS

The nature of the industry is such that the Company is dependent on several
large clients for a significant portion of its annual net revenue. The Company
had clients which individually accounted for more than 10% of the Company's net
revenue for the fiscal years ended December 28, 1997, December 29, 1996, and
December 31, 1995, respectively. For the years ended (1) December 28, 1997, two
clients accounted for 25% and 17% of the Company's net revenue; (2) December 29,
1996, two clients accounted for 39% and 18% of the Company's net revenue; and
(3) December 31, 1995, two clients accounted for 16% and 14% of the Company's
net revenue, respectively. The loss of one or all of these major clients could
have a materially adverse effect on the Company's business.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All significant intercompany transactions and
balances have been eliminated in consolidation. The results of operations of the
business combination accounted for as a purchase have been included in the
consolidated financial statements for all periods subsequent to the date of
acquisition.

MANAGEMENT'S ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent liabilities at the date of the financial statements and
reported amounts of revenue and expenses during the reporting period. Actual
results could differ from these estimates.

FISCAL YEAR

The Company operates on a 52-/53-week fiscal year that ends on the Sunday
closest to December 31. All periods presented in these consolidated financial
statements consist of 52 weeks.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash in banks and overnight securities.

TRADE RECEIVABLES

Concentration of credit risk is limited to trade receivables and is subject to
the financial conditions of certain major clients described under Significant
Clients in Note 1. The Company does not require collateral or other security to
support clients' receivables. The Company conducts periodic reviews of its
clients' financial condition and vendor payment practices to minimize collection
risks on trade receivables.

DEFERRED PREOPERATING COSTS

The Company has entered into contracts to provide telephone-based services for
periods of up to five years. The Company has incurred preoperating costs
directly associated with these contracts. Preoperating costs, classified as
prepaid expenses, include payroll and other costs associated with hiring and
training new personnel dedicated to providing service under the contracts during
their term. The costs are amortized over a 12-month period beginning on the date
the facility to which they relate is staffed and ready for operation.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less accumulated depreciation. Major
improvements are capitalized and charged to expense through depreciation.
Repairs and maintenance are charged to expense as incurred. Upon sale or
retirement, the related cost and accumulated depreciation are removed from the
accounts, and any gain or loss is recorded in the statement of operations.
Interest is capitalized on major build-outs of new facilities during the period
of construction. During the years ended December 28, 1997, and December 29,
1996, the Company capitalized $483,000 and $196,000 of interest, respectively.

Depreciation is determined using the straight-line method for financial
reporting purposes and accelerated methods for income tax reporting purposes.
Leasehold improvements are amortized on a straight-line basis over the shorter
of the estimated useful life of the asset or the lease term. Lives used for
calculating depreciation and amortization are 2 to 39 years for building and
leasehold improvements; 3 to 7 years for telecommunications equipment and
related software; and 5 to 7 years for workstations and office equipment.

CAPITALIZED SOFTWARE COSTS

The Company capitalizes the cost of third-party computer software and costs
related to the installation of such software. These costs are amortized over
their estimated useful lives of five years.

The Company also capitalizes certain software costs related to software products
sold to third parties and costs incurred while providing services to its
customers in accordance with Statement of Financial Accounting Standards No. 86,
"Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise
Marketed." Costs associated with the planning and design phase of the software
development, including coding and testing activities necessary to establish
technological feasibility, are expensed as incurred. Once technological
feasibility has been determined, additional costs incurred in development,
including coding, testing and product quality assurance, are capitalized when
material. During the years ended December 28, 1997, and December 29, 1996, the
Company capitalized $2,278,000 and $1,937,000 of such costs, respectively, which
are amortized over the period in which revenue directly attributable to such
costs is expected to be generated.

The carrying value of capitalized software is regularly reviewed by the Company,
and a loss is recognized if net realizable value falls below unamortized costs.
During the year ended December 28, 1997, the Company recorded a provision for
software impairment of $3,238,000 as a result of plans to replace software
platforms used by the Company with technologies acquired through the Paragren
Technologies, Inc. purchase.

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill, noncompete covenants and workforce resulting from the Company's
business combination are amortized over their estimated useful lives which range
from 6 to 15 years using the straight-line method and are periodically reviewed
for impairment based upon an assessment of future operations to ensure that they
are appropriately valued.

REVENUE RECOGNITION

The Company recognizes teleservices revenue on programs as services are
performed for its clients, generally based upon hours incurred. Software revenue
is recognized upon shipment, or if under contract, when customer acceptance is
obtained and other contract-specific requirements have been completed.

TRAINING COSTS

The Company maintains ongoing training programs for its employees. The cost of
this training is expensed as incurred. In addition, certain contracts require
clients to reimburse the Company for specific training. These costs are billed
to clients as incurred.

ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company currently utilizes Accounting Principles Board Opinion No. 25 in its
accounting for stock options. In October 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 123
("SFAS No. 123"), "Accounting for Stock-Based Compensation." The accounting
method as provided in the pronouncement is not required to be adopted; however,
it is encouraged. The Company has adopted the disclosure-only provisions of SFAS
No. 123 with respect to options issued to employees. Expense associated with
stock options issued to non-employees and non-directors is recorded in
accordance with SFAS No. 123.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of current assets and current liabilities reasonably
approximates their fair value because of the short-term maturity periods. The
carrying value of debt obligations reasonably approximates their fair value as
the stated interest rate approximates current market rates of debt with similar
terms.

3. ACCOUNTING PRONOUNCEMENTS ADOPTED DURING 1997

NET INCOME PER SHARE

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 ("SFAS No. 128"), "Earnings per Share."
SFAS No. 128 changed the methodology of calculating earnings per share and
renamed the two calculations, basic earnings per share and diluted earnings per
share. The calculations differ by excluding any common stock equivalents (such
as stock options, warrants and convertible preferred stock) from basic earnings
per share and changes certain calculations when computing diluted earnings per
share. The Company has adopted the provisions of SFAS No. 128 in December 1997,
and retroactively restated all periods presented.

Net income as reported is used to compute both basic and diluted earnings per
share for all periods presented. The difference between basic and diluted
weighted average shares outstanding is Common Share equivalents related to
outstanding stock options. Options to purchase 1,815,837 shares of Common Shares
at price ranges from $13.43 to $38.13 were outstanding during the year; however,
they were not included in the computation of diluted earnings per share because
the options' exercise price was greater than the average market price of the
Common Shares. These options expire in approximately 9 years.

REENGINEERING COSTS

On November 20, 1997, The Emerging Issues Task Force, a subcommittee of the
Financial Accounting Standards Board, issued Bulletin No. 97-13 ("EITF No. 97-
13"), "Accounting for the Costs Incurred in Connection with a Consulting
Contract or an Internal Project That Combines Business Process Reengineering and
Information Technology Transformation." EITF No. 97-13 provides specific
guidelines on defining business process reengineering costs and requires such
costs to be expensed as incurred. Unamortized reengineering costs at November
20, 1997, are also required to be expensed and reported as a cumulative effect
of accounting change. The Company had been capitalizing such costs related to
the installation of internal computer systems. As prescribed by the literature,
the Company adopted the provisions of EITF No. 97-13 in the fourth quarter of
1997 and recorded a charge of $2,200,000 as the cumulative effect of accounting
change, which is net of applicable income taxes of $1,349,000.

4. INCOME TAXES

Prior to the initial public offering of the Company's Common Shares completed on
October 16, 1995, the Company included its income and expenses with those of its
share owners for Federal and certain state income tax purposes (an S Corporation
election). In connection with the Company's initial public offering in October,
1995, the Company terminated its S Corporation election and accordingly recorded
a deferred income tax liability (arising from a change in the Company's tax
status and a change from the cash basis to the accrual basis of accounting for
income tax purposes) and corresponding income tax expense of $3,780,000. On
October 16, 1995, the Company began providing for deferred income taxes under
the asset and liability method of accounting. This method requires the
recognition of deferred income taxes based upon the tax consequences of
"temporary differences" by applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.

In connection with the initial public offering, the Company and certain of its
share owners entered into a tax agreement. The agreement provides that the
Company will indemnify such share owners against additional income taxes
resulting from adjustments made to the taxable income reported by the Company as
an S Corporation for the periods prior to the initial public offering, but only
to the extent those adjustments result in a decrease in income taxes otherwise
payable by the Company.

The unaudited pro forma income tax data below and in the accompanying
consolidated statements of operations provides information as if the Company had
been treated as a C Corporation for income tax purposes for the entire year
ended December 31, 1995. The provision for income taxes for the years ended
December 28, 1997, December 29, 1996, and December 31, 1995, consists of the
following:

<TABLE>
<CAPTION>
1995
1997 1996 Actual Pro forma
(In thousands)
<S> <C> <C> <C> <C>
Current:
Federal $ 10,470 $ 15,772 $ 920 $ 4,136
State 1,540 2,088 350 564
Total current provision 12,010 17,860 1,270 4,700
Deferred:
Federal 670 571 (582) 270
State 90 69 (138) 30
Total deferred provision 760 640 (720) 300
Initial recognition of deferred
income taxes resulting
from change in tax status - - 3,780 -
Total income tax
provision $ 12,770 $ 18,500 $4,330 $ 5,000

</TABLE>

A reconciliation of the statutory Federal tax rate to the actual effective
income tax rate for the years ended December 28, 1997, December 29, 1996, and
December 31, 1995, is as follows:

<TABLE>
<CAPTION> 1995
1997 1996 Actual Pro forma

<S> <C> <C> <C> <C>
Statutory rate 35.0% 35.0% 35.0% 35.0%
State taxes, net of Federal
benefit and state credits 4.0 3.0 1.7 5.3
Tax-exempt investment income - (0.4) (0.6) (0.6)
Income taxes recognized as a
result of a change in tax status - - 30.3 -
S Corporation income taxed
to its share owners - - (33.2) -
Goodwill and other intangibles 1.3 - - -
Other 3.4 0.1 1.5 0.4
Subtotal 43.7 37.7 34.7 40.1
Acquired in-process research
v and development 49.2 - - -
Effective rate 92.9% 37.7% 34.7% 40.1%

</TABLE>

The significant components of deferred income tax assets and liabilities as of
December 28, 1997, and December 29, 1996, are as follows:

<TABLE>
<CAPTION>
1997 1996
(In thousands)

<S> <C> <C>
Deferred income tax assets:
Payroll and related items $ 1,130 $ 788
Allowance for doubtful accounts 280 156
Other 390 10
Total deferred income tax assets 1,800 954
Deferred income tax liabilities:
Change in tax accounting method
(cash to accrual) 765 1,683
Prepaid expenses 400 689
Property and equipment 4,860 1,745
Goodwill and other intangibles 658 -
Other 377 537
Total deferred income tax liabilities 7,060 4,654
Net deferred income tax liabilities $ 5,260 $ 3,700

</TABLE>

No valuation allowance for deferred income tax assets at December 28, 1997, and
December 29, 1996, has been recorded as the Company believes it is more likely
than not the deferred tax assets will be realized in the future.

5. DEBT

In June 1996, the Company entered into an unsecured line-of-credit facilities
agreement (the "Credit Facility") with a syndicate of banks, and repaid amounts
outstanding under prior line-of-credit facilities. In June 1997, the Company
amended its Credit Facility increasing the total available line-of-credit from
$40,000,000 to $80,000,000. The Company has two separate line-of-credit
facilities in place consisting of a revolving facility of $60,000,000 (the
"Revolving Facility") and a $20,000,000 revolving credit facility which may be
converted into a term loan (the "Convertible Revolving Facility"). As of
December 28, 1997, the Company had outstanding borrowings under the Revolving
Facility totaling $23,600,000, which bear an effective interest rate of 7.0%.
Such amounts are classified as current indebtedness because amounts outstanding
fluctuate based upon the working capital position of the Company. The Revolving
Facility matures in June 2000, with two one-year renewal options, which are
subject to the lender's acceptance.

The Convertible Revolving Facility expires in June 2002, unless converted to a
term loan ("A or B"). At any time during the term of the Convertible Revolving
Facility, the Company may elect to convert all or part of the outstanding draws
into a term loan which matures in quarterly installments beginning on the last
day of the calendar quarter during which the term loan was made and terminates
the earlier of the third anniversary of the relevant commencement date or May
31, 2001. The minimum amount which can be converted at any one time is $100,000
and $5,000,000, for term loan A and B, respectively. As of December 28, 1997,
the Company had no outstanding obligations under the Convertible Revolving
Facility.

The Company has several interest rate options available under the Credit
Facility. The options include a domestic rate, an adjusted LIBOR rate, a
treasury rate and a fixed rate. The actual interest rate charged is based on the
existing market rate at the time the rate is selected by the Company, plus a
specified level of basis points, depending on the maintenance of certain
financial covenants. The Company is required to maintain certain financial
covenants, and is restricted in its ability to pay dividends on Common Shares
under terms of the Credit Facility. At December 28, 1997, the Company was in
compliance with all financial covenants.

Long-term debt at December 28, 1997, and December 29, 1996, consists of the
following:

<TABLE>
<CAPTION>
1997 1996
(In thousands)

<S> <C> <C>
Industrial Revenue Bonds, collateralized by a building,
payable in varying monthly installments through
June 2008, bearing interest at 7.0% adjustable semiannually
thereafter to 71% of the average yield rate of U.S. Treasury
Bonds with a floor of 7.0% (7.0% in 1997 and 1996) $ 1,323 $ 1,398
Capital lease obligations, secured by related equipment, payable
in varying monthly installments through 2002, with a weighted
average interest rate of 8.5% 742 73
Total long-term debt 2,065 1,471
Less-current maturities 202 146
Long-term debt, net $ 1,863 $ 1,325

</TABLE>

The principal payments of long-term debt mature as follows (in thousands):

<S> <C>
1999 $ 220
2000 238
2001 259
2002 285
2003 and thereafter 861
Total payments $ 1,863

</TABLE>

6. BUSINESS COMBINATIONS

PARAGREN TECHNOLOGIES, INC.

On August 19, 1997, the Company acquired all of the common and preferred stock
of Paragren Technologies, Inc. ("Paragren"), a specialist in software-based
marketing products that help its clients analyze market, customer and sales data
on a real-time basis. In addition to its software solutions, systems integration
and consulting services, Paragren designs, develops and manages consumer-panel
research.

In consideration for the common and preferred stock of Paragren, the Company
issued to Paragren share owners 1,991,385 shares of its Common Shares and
converted existing Paragren stock options into stock options for an additional
189,199 shares of the Company's Common Shares. The acquisition has been
accounted as a purchase. The purchase price of approximately $32,900,000 has
been allocated to the assets acquired and the liabilities assumed based upon
their estimated fair values as determined by an independent appraisal resulting
in the assignment of $19,800,000 to in-process research and development;
$1,500,000 to noncompete covenants and workforce; and $12,000,000 to goodwill.

The following unaudited pro forma information has been prepared as if the
acquisition had occurred at the beginning of fiscal 1996. The pro forma results
include adjustments for the write-off of in-process research and development,
amortization of goodwill and other intangible assets valued in the acquisition
and income taxes. The pro forma results are not necessarily indicative of what
actually would have occurred if the acquisition had been completed as of the
beginning of fiscal 1996, nor are they necessarily indicative of future
consolidated results.

(In thousands, except per share data) 1997 1996
(Unaudited)
<S> <C> <C>
Net revenue $ 357,393 $ 277,610
Income before cumulative effect
of accounting change 18,603 29,065
Net income 16,403 29,065
Per share data:
Basic:
Income before cumulative effect
of accounting change $ 0.38 $ 0.60
Net income $ 0.34 $ 0.60
Diluted:
Income before cumulative effect
of accounting change $ 0.37 $ 0.58
Net income $ 0.33 $ 0.58

</TABLE>

THE SHECHTMAN GROUP

In January 1996, the Company hired The Shechtman Group, a management consulting
firm, to provide various human resource consulting related services. On November
29, 1996, the Company issued 54,440 Common Shares in exchange for a 100% equity
interest in The Shechtman Group. This transaction has been accounted for as a
pooling of interests. All intercompany transactions have been eliminated. The
chief executive officer and managing director of The Shechtman Group is also a
director of the Company.

7. COMMITMENTS AND CONTINGENCIES

LEASE COMMITMENTS

The Company leases its Customer Optimization Centers and administrative offices.
Rent expense for the fiscal years ended December 28, 1997, December 29, 1996,
and December 31, 1995, was $5,631,000, $3,187,000 and $1,567,000, respectively.

Minimum future rent payments under non-cancelable operating and capital leases
at December 28, 1997, are as follows:

<TABLE>
<CAPTION>
Operating Capital
Leases Leases
(In thousands)

<S> <C> <C>
1998 $ 5,026 $ 178
1999 3,310 178
2000 1,673 178
2001 955 178
2002 758 178
Total payments $ 11,722 890
Less-amount representing interest at a
weighted average effective rate of 8.5% 148
Present value of net minimum rent payments 742
Less-amounts due within one year 129
Amounts due after one year $ 613

</TABLE>

The gross cost of equipment capitalized under capital lease obligations at
December 28, 1997, is $742,000.

LEGAL PROCEEDINGS

The Company, certain of its officers and directors and the lead underwriters of
certain public offerings of the Company's securities have been named as
defendants in three purported class action lawsuits alleging violations of the
federal securities laws in connection with the Company's November 1996
Prospectus and other public statements. The complaints seek, among other things,
unspecified compensatory damages and an award of attorney's fees, costs and
expenses. The Company denies all allegations of wrongdoing asserted against it
in the complaints and believes that it has meritorious defenses.

Additionally, the Company is subject to occasional lawsuits, investigations and
claims arising out of the normal conduct of its business. Management does not
believe the outcome of any pending claims will have a material adverse impact on
the Company's consolidated financial position.

TRAINING BONDS

At December 28, 1997, and December 29, 1996, the Company had guaranteed the
repayment of approximately $1,807,000 and $733,000, respectively, of the
remaining outstanding community college bond obligations, which were issued in
connection with various job-training agreements. At December 28, 1997, the
Company estimates that the deposits made into escrow will be adequate to cover
the cost of the maturing bonds.

8. SHARE OWNERS' EQUITY

On September 8, 1995, the Company completed a 3.3-for-1 stock split. On May 15,
1996, the Company completed a 2-for-1 stock split in the form of a stock
dividend. All per share information included in these consolidated financial
statements has been adjusted to retroactively reflect these splits.

On October 16, 1995, the Company issued 6,600,000 Common Shares in connection
with an initial public offering.

As of December 31, 1995, the Company had accrued distributions of $2,809,000,
based upon the undistributed taxable income attributable to the Company's tax
status as an S Corporation prior to the initial public offering. These
distributions were paid in fiscal 1996 to the Company's S Corporation share
owners of record prior to its initial public offering when the Company finalized
its corporate income tax returns.

9. STOCK OPTIONS

The Company has granted options to purchase Common Shares under several plans.
In 1995, the Company adopted an Incentive Stock Plan and a Nonemployee Director
Stock Option Plan. Officers, key employees and nonemployee consultants may be
granted nonqualified stock options, incentive stock options, stock appreciation
rights, performance shares and stock awards under the Incentive Stock Plan. A
committee of the Board of Directors administers the Incentive Stock Plan. The
committee is authorized to determine the key employees to whom, and the times at
which, the options and other benefits are to be granted; the number of shares
subject to each option; the applicable vesting schedule; and the exercise price
provided that the exercise price may not be less than 100% and 85% of the fair
market value of the Common Shares at the date of grant for incentive stock
options and non-qualified stock options, respectively. The Nonemployee Director
Stock Option Plan provides for annual grants of non-qualified stock options to
each non-affiliated director of the Company. The option will allow such
directors to purchase 5,000 Common Shares at an amount equal to the fair market
value of the Common Shares on the date of grant. These options vest equally over
a three-year period. Options under both plans expire at periods between 5 and 15
years after issuance. As of December 28, 1997, the Company had reserved
5,915,034 Common Shares for issuance in connection with the exercise of stock
options or purchases under the Company's employee stock purchase plan.

On May 26, 1995, the Company granted an officer an option to purchase 565,034
Common Shares at an aggregate price of $1,765,000 with an average exercise price
of $3.12 per share. Upon sale of all or substantially all its assets or stock
prior to May, 1998, the officer has the right to sell this option back to the
Company for an amount determined with reference to the amount received in such
sale. The option vests 20% on May 31 of each year through 2000 and has a term of
10 years. The weighted average fair value of this option at the date of grant
was $1.83 per share, based upon the assumptions described below using the Black-
Scholes option pricing model. At December 28, 1997, 226,013 of these options
were vested.

Stock option activity under the Company's Incentive and Nonemployee Director
stock option plans for the years ended December 28, 1997, December 29, 1996, and
December 31, 1995, is as follows:

<TABLE>
<CAPTION>
Weighted
Average
Exercise
Shares Price Range Price
<S> <C> <C> <C>
Outstanding as of
January 1, 1995 - - -
Granted 1,342,784 $6.31 $15.44 $6.46
Outstanding as of
December 31, 1995 1,342,784 $6.31 $15.44 $6.46
Granted 1,185,711 $22.43 $51.75 $28.70
Exercised (273,558) $6.31 $28.63 $6.79
Canceled (228,667) $6.31 $42.88 $12.86
Outstanding as of
December 29, 1996 2,026,270 $6.31 $51.75 $18.79
Granted 1,872,474 $0.97 $19.31 $14.69
Exercised (228,232) $0.97 $38.13 $13.69
Canceled (720,715) $6.31 $51.75 $18.68
Outstanding as of
December 28, 1997 2,949,797 $0.97 $38.13 $13.05
Stock options exercisable
at December 28, 1997 386,616 $ 9.10

</TABLE>

Additional information with respect to options outstanding under the Company's
stock option plans at December 28, 1997, includes:

<TABLE>
<CAPTION>
Exercise Price Ranges Total
$0.97 to $6.31 $8.00 to $14.06 $14.53 to $38.13 $0.97 to $38.13
<S> <C> <C> <C> <C>
Number outstanding at December 28,
1997 793,027 556,002 1,600,768 2,949,797
Remaining life 7.9 years 9.0 years 9.2 years 8.8 years
Weighted average exercise price $5.11 $11.67 $17.47 $13.05
Number exercisable at December 28,
1997 229,054 95,969 61,593 386,616
Weighted average exercise price $5.67 $12.09 $17.26 $9.10

</TABLE>

The fair value of each option issued during fiscal years 1995, 1996 and 1997,
has been estimated on the date of grant based on the Black-Scholes option
pricing model assuming, among other things, no dividend yield, a risk-free
interest rate of 6.5%, expected volatility of 70% and an expected life of 7.5
years. The weighted average fair value of options issued during fiscal year 1997
was $11.50.

Had the Company accounted for its stock options in accordance with SFAS No. 123,
pro forma net income (loss) and pro forma net income (loss) per diluted share
would have been approximately $(6,539,000) and $(0.13) in 1997; $29,830,000 and
$0.63 in 1996; and $7,310,000 and $0.18 in 1995, respectively. The pro forma
disclosure is not likely to be indicative of pro forma results which may be
expected in future years because of the fact that options vest over several
years, compensation expense is recognized as the options vest and additional
awards may also be granted.

10. BENEFIT PLANS

In October 1995, the Company adopted a 401(k) savings plan. Employees meeting
certain eligibility requirements, as defined, may contribute up to 15% of pretax
gross wages, subject to certain restrictions. The Company makes matching
contributions of 25% of the first 6% of employee wages contributed to the plan.
Company matching contributions vest 20% per year over a five-year period. For
the years ended December 28, 1997, December 29, 1996, and December 31, 1995, the
Company made matching contributions of approximately $250,000, $102,000 and
$16,000 to the plan, respectively.

In 1996, share owners of the Company adopted an employee stock purchase plan.
The plan is administered by the compensation committee and permits eligible
employees to purchase an aggregate of 600,000 Common Shares at 85% of the lesser
of the current market closing price of the Company's Common Shares at the
beginning or end of a quarter. Employees may annually purchase Common Shares up
to the lesser of 15% of their gross wages or $25,000. During 1997 and 1996,
34,693 and 12,059 Common Shares were issued to employees under this plan,
respectively.

11. TRANSACTIONS WITH RELATED PARTIES

Several share owners of the Company sold an aggregate of 6,770,000 and 4,600,000
Common Shares in February 1996 and October 1996, respectively, in an
underwritten public offering pursuant to a registration rights agreement which
was entered into by the Company and such share owners prior to the Company's
initial public offering. Costs of the February, 1996 offering totaling $360,000
have been included as selling, general and administrative expenses for the year
ended December 29, 1996. The selling share owners of the October 1996 public
offering have agreed to reimburse the Company for costs it incurred on their
behalf. At December 29, 1996, the Company had a receivable from these share
owners totaling $300,000 which was paid off during 1997.

The Company paid distributions in the amount of $2,809,000 in 1996 to its S
Corporation share owners of record prior to the Company's initial public
offering. Such payments related to share owner tax obligations and undistributed
S Corporation taxable income.

12. NEW ACCOUNTING PRONOUNCEMENTS

COMPREHENSIVE INCOME

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, ("SFAS No. 130") "Reporting
Comprehensive Income," which establishes standards for reporting of
comprehensive income. This pronouncement requires that all items recognized
under accounting standards as components of comprehensive income, as defined in
the pronouncement, be reported in a financial statement that is displayed with
the same prominence as other financial statements. Comprehensive income includes
all changes in equity during a period except those resulting from investments by
share owners and distributions to share owners. The financial statement
presentation required under SFAS No. 130 is effective for all fiscal years
beginning after December 15, 1997. The Company will adopt SFAS No. 130 in 1998.
As of December 28, 1997, the impact of adopting this pronouncement has not been
determined.

SEGMENT REPORTING

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, ("SFAS No. 131") "Disclosure about
Segments of an Enterprise and Related Information," which establishes standards
of reporting by publicly-held business enterprises and disclosure of information
about operating segments in annual financial statements issued to share owners.
Operating segments, as defined in the pronouncement, are components of an
enterprise about which separate financial information is available that is
evaluated regularly by the Company in deciding how to allocate resources and in
assessing performance. The financial information is required to be reported on
the basis that is used internally for evaluating segment performance and
deciding how to allocate resources to segments. The disclosures required by SFAS
No. 131 are effective for all fiscal years beginning after December 15, 1997.
The Company will adopt SFAS No. 131 in 1998. This pronouncement will have an
effect on the Company's reporting in the subsequent periods, however, as of
December 28, 1997, the impact of adopting this pronouncement has not been
determined.

13. QUARTERLY DATA (UNAUDITED)

First Second Third Fourth Full
For The Fiscal Years Ended Quarter Quarter Quarter Quarter Year
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
December 28, 1997(a):
Net revenue $ 90,318 $ 91,586 $ 79,841 $ 94,645 $ 356,390
Gross profit 24,955 25,550 15,841 17,480 83,826
Net income (loss) 8,473 8,613 2,018 (20,321) (1,217)
Net income (loss) per share:
Basic $ 0.18 $ 0.18 $ 0.04 $ (0.42) $ (0.03)
Diluted $ 0.18 $ 0.18 $ 0.04 $ (0.42) $ (0.03)
December 29, 1996(b):
Net revenue $ 48,145 $ 65,098 $ 75,361 $ 87,839 $ 276,443
Gross profit 13,758 19,311 22,989 26,418 82,476
Net income 4,715 7,120 8,620 10,095 30,550
Net income per share:
Basic $ 0.10 $ 0.15 $ 0.19 $ 0.22 $ 0.66
Diluted $ 0.10 $ 0.15 $ 0.18 $ 0.21 $ 0.64

a. Net loss for 1997 includes special charges of $23,038,000 and the
cumulative effect of accounting change totaling $2,200,000, net of income
taxes of $1,349,000. Special charges, recorded in the fourth quarter of
1997, reflect the write-off of acquired in-process research and development
in connection with the Paragren Technologies, Inc. purchase of $19,200,000
and a provision for software impairment of $3,238,000 as a result of plans
to replace the software platforms used by the Company with technologies
being developed by Paragren. The cumulative effect of accounting change,
also recorded in the fourth quarter of 1997, reflects the adoption of EITF
Bulletin No. 97-13, which requires that previously capitalized and
unamortized business process reengineering costs be expensed as described
in Note 3.

b. In 1996, the Company reduced its annual effective tax rate in the fourth
quarter from 39.0% to 37.7% as a result of tax planning strategies, which
have reduced state income taxes payable. This change resulted in an
effective rate of 34.9% for the fourth quarter.

</TABLE>

Exhibit 21.1

List of APAC TeleServices, Inc. subsidiaries

APAC Insurance Services Agency, Inc

APAC TeleServices General Partner, Inc.

APAC TeleServices of Illinois, Inc.

APAC TeleServices of Michigan, Inc.

APAC TeleServices of Texas, L.P.

APAC TeleServices, L.L.C.

The Shechtman Group, L.L.C.

Paragren Technologies, Inc.

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
of our reports included in this Form 10-K, into the Company's previously filed
Registration Statement File No. 333-01718 on Form S-8, Registration Statement
File No. 333-23575 on Form S-3, and Registration Statement File No. 333-40167.

ARTHUR ANDERSEN LLP

Chicago, Illinois
March 27, 1998

<ARTICLE> 5
<LEGEND>
This schedule contains the fifty-two week summary financial information
extracted from APAC TeleServices, Inc. and Subsidiaries 1997 Form 10-K and is
qualified in its entirety by reference to such Form 10-K filing.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-28-1997 DEC-29-1996 DEC-31-1995
<PERIOD-END> DEC-28-1997 DEC-29-1996 DEC-31-1995
<CASH> 219 141 4,186
<SECURITIES> 0 0 26,000
<RECEIVABLES> 69,902 56,508 18,738
<ALLOWANCES> 447 360 240
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 76,154 62,284 50,716
<PP&E> 136,291 96,522 32,105
<DEPRECIATION> 38,825 18,078 8,489
<TOTAL-ASSETS> 187,745 141,381 74,332
<CURRENT-LIABILITIES> 55,639 48,930 17,671
<BONDS> 1,863 1,325 1,474
0 0 0
0 0 0
<COMMON> 488 465 462
<OTHER-SE> 124,295 87,741 52,245
<TOTAL-LIABILITY-AND-EQUITY> 187,745 141,381 74,332
<SALES> 0 0 0
<TOTAL-REVENUES> 356,390 276,443 101,667
<CGS> 0 0 0
<TOTAL-COSTS> 272,564 193,967 71,982
<OTHER-EXPENSES> 68,284 33,277 16,152
<LOSS-PROVISION> 300 120 246
<INTEREST-EXPENSE> 1,489 309 1,088
<INCOME-PRETAX> 13,753 49,050 12,483
<INCOME-TAX> 12,770 18,500 4,330
<INCOME-CONTINUING> 983 30,550 8,153
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> (2,200) 0 0
<NET-INCOME> (1,217) 30,550 8,153
<EPS-PRIMARY> (0.03) 0.66 0.19
<EPS-DILUTED> (0.03) 0.64 0.18

</TABLE>