PERSONAL AND CONFIDENTIAL

1.

Your start date will be September 19, 2005.

2.

Your starting base salary will be $300,000 on an annualized basis payable bi-weekly This “base salary” is stated for convenience only and is not intended as an annual contract of employment. Your base salary will be reviewed each year at the time when increases for executives of APAC are considered. At the present time that occurs on or about April 1 of each year.

3.

You will be a participant in APAC’s annual Management Incentive Compensation Plan (“MIP”) as it exists from year to year (copy enclosed). We envision an opportunity of 10%-40%-80% for threshold-target-maximum performance, respectively. The payout of MIP will depend on APAC’s meeting its budgeted financial performance and your meeting your individual and team performance goals that will be established each year between you and the executive to whom you report.

4.

You will be entitled to paid vacation of four (4) weeks and will also be entitled to participate in all employee benefit plans and programs extended to employees at the executive level (Benefits Summary enclosed).

5.

Subject to the approval of the Compensation Committee, you will be granted options to purchase 300,000 shares of APAC stock at an exercise price equal to the mean between the high and low prices at which APAC’s common stock trades on the first day of your employment with the Company, as reported by Bloomberg Financial Markets. These options will vest at the rate of 20% per year during the first five years of your employment. A copy of our option agreement is provided for your re