CONSULTING AND NON-COMPETITION AGREEMENT
                                       AND
                          RELEASE AND WAIVER OF CLAIMS


         This is a Consulting and Non-Competition Agreement and Release and
Waiver of Claims (hereinafter referred to as "Agreement") made this 4th day of
June, 2001, by and between CDI Corporation (hereinafter referred to as
"Company") and Brian J. Bohling (hereinafter referred to as "Employee") which is
entered into in connection with the termination of Employee's employment with
Company as of August 3, 2001 (hereinafter referred to as the "Termination
Date").

  1. AS CONSIDERATION for Employee's promises and undertakings set forth in this
 Agreement, Company hereby agrees to:

          (a) Continue  to pay  Employee  his salary and  benefits  through  the
              Termination  Date.  Company  and  Employee  agree,  however,  that
              Employee  will not be required  to render  services on a full-time
              basis between the date of this Agreement and the Termination  Date
              but, rather,  Employee will be available to, and will perform such
              specific  projects  and render such  services  as are  directed by
              Company's Chief Executive Officer.

          (b) Pay Employee the amount of $256,680.00 in biweekly installments of
              $9,872.31 each over the one year period from the Termination  Date
              through August 3, 2002 ("the Consulting Term").

          (c) Pay Employee promptly following the Termination Date the amount of
              $32,085.00  representing  twenty-five  percent (25%) of Employee's
              target  bonus for 2001.  In the event the actual  bonus that would
              otherwise have been paid to Employee for 2001 exceeds this amount,
              the difference will be paid to Employee in March 2002.

          (d) Pay Employee  promptly  following the Termination  Date for all of
              Employee's PDOs that are earned but unused through the Termination
              Date.

          (e) Pay Employee promptly following the Termination Date the amount of
              $15,000.00 for outplacement services.

          (f) Beginning on the Termination Date, pay on Employee's  behalf,  the
              same  portion  of  the  insurance  premium  for  Employee's  COBRA
              insurance  coverage as Company  was paying  toward the premium for
              Employee's  group  insurance  coverage  immediately  prior  to the


<PAGE>

              Termination  Date.  These  payments are  contingent  upon Employee
              electing  COBRA coverage and will continue for so long as Employee
              maintains COBRA coverage but not beyond August 3, 2002.

          (g) Permit  Employee to keep the Company  laptop  computer he has been
              using as of the date hereof.  Additionally,  Employee's  telephone
              extension at  Company's  headquarters  office will  continue to be
              answered  in  Employee's   name  until  November  30,  2001.  Also
              Employee's   cell  phone  service  through  the  Company  will  be
              continued until November 30, 2001.

          (h) Permit  Employee to use the  Company's  condominium  in Park City,
              Utah as  previously  planned  from June 27, 2001  through July 10,
              2001.

  Such consideration will be paid to Employee provided that (i) Employee has
  executed this Agreement, (ii) the seven (7) day revocation period provided in
  Section 10, below, has expired and (iii) Employee has not exercised the right
  of revocation.

     2. IN  EXCHANGE  for such  consideration,  Employee  hereby,  on  behalf of
Employee,  Employee's  descendants,  ancestors,  dependents,  heirs,  executors,
administrators,  assigns  and  successors,  covenants  not to make any  claim or
initiate any lawsuit,  and fully and forever releases and discharges Company and
its  parent,  subsidiaries,  affiliates,  divisions,  successors,  and  assigns,
together  with its and  their  past and  present  directors,  officers,  agents,
attorneys, insurers, employees,  stockholders and representatives,  from any and
all claims, wages, demands,  rights, liens,  agreements,  contracts,  covenants,
actions,  suits,  causes  of  action,   obligations,   debts,  costs,  expenses,
attorneys' fees, damages, judgments, orders or liabilities of whatsoever kind or
nature in law, equity or otherwise,  whether now known or unknown,  suspected or
unsuspected which Employee now owns or holds or has at any time heretofore owned
or held  against  said  Company,  arising  out of or in any way  connected  with
Employee's  employment  relationship  with Company,  or the  termination of that
employment,  or any other  transactions,  occurrences,  acts or omissions or any
loss, damage or injury whatsoever,  known or unknown,  suspected or unsuspected,
resulting  from any act or  omission by or on the part of Company  committed  or
omitted  prior to the date of this  Agreement,  including,  but not  limited  to
claims under Title VII of the Civil Rights Act of 1964,  the Age  Discrimination
in  Employment  Act, any state statute  which deals with  discrimination  or any
claim for severance pay, bonus,  salary,  overtime pay, sick leave, holiday pay,
vacation pay, stock options or any other stock related compensation or programs,
life  insurance,  health  or  medical  insurance  or any other  fringe  benefit,
workers'  compensation  or disability  benefit or any claim under the Employment
Agreement between Employee and Company dated July 8, 1997 or any other agreement
entered  into  between  Company  and  Employee  during the period of  Employee's
employment with Company.

                                      -2-

<PAGE>

     This Agreement shall not, however, release any rights to (i) those items to
be paid as  consideration  hereunder  and  specifically  set forth  above,  (ii)
payments or rights to which  Employee  would  otherwise  be  entitled  under any
Company benefit or compensation  plan or program - the benefits under which will
be paid in  accordance  with the  terms  of such  plans  or  programs,  or (iii)
reimbursement of any business  expenses  incurred by Employee in connection with
the  Company's  business and in  accordance  with the  Company's  policy for the
reimbursement of such expenses.

     In  connection  with  section (ii) of the  previous  paragraph,  Employee's
previously  granted  stock  options  will  continue to vest  according  to their
vesting  schedules  during the  Consulting  Term per the terms of the 1998 Stock
Option Plan and vested options will be exercisable  until August 3, 2002 per the
terms of the Executive Severance Program. Additionally, Employee will, as of the
Termination   Date,  be  100%  vested  in  his  Retirement  Plan  account,   his
Supplemental Retirement Agreement account and his Excess Benefit Plan account.

     3. During the Consulting Term,  Employee will render up to twenty (20) days
of consulting services to CDI. These services will be rendered at the request of
the  Company's  Chief  Executive  Officer  at  times  reasonably  convenient  to
Employee.

     4. Employee also agrees to perform  certain  actions that may be reasonably
necessary in the Company's  defense or  prosecution  of disputes,  claims and/or
lawsuits that involve matters or events which occurred during  Employee's period
of employment with the Company.  Such actions would include  reviewing files and
records,  attending meetings,  giving  depositions,  attending and testifying at
trials and performing  similar  actions.  Company  agrees to provide  reasonable
notice,  and as much  notice  as is  practicable  under  the  circumstances,  to
Employee  before  requesting  him to perform any such actions.  Company  further
agrees to attempt to schedule all such actions at times reasonably convenient to
Employee.

     5. Employee also agrees as follows:

          (a) For the two year period beginning on the Termination Date, he will
              not:

               i)  own, manage, operate,  finance, join, control, or participate
                   in the ownership, management, operation, financing or control
                   of, or be connected,  directly or indirectly,  as proprietor,
                   partner, shareholder, director, officer, executive, employee,
                   agent, creditor,  consultant,  independent contractor,  joint
                   venturer, investor,  representative,  trustee or in any other
                   capacity or manner  whatsoever  with, any entity that engages
                   or intends to engage in any  Competing  Business  anywhere in
                   the world.  "Competing  Business" means any business or other
                   enterprise which engages in the staffing business; and

                                      -3-
<PAGE>



               ii) directly or indirectly, solicit, interfere with or attempt to
                   entice  away from the  Company,  any  officer  or  management
                   employees  of  the  Company  or  anyone  who  was  one of the
                   Company's  officers or management  employees within 12 months
                   prior  to  such  contact,   solicitation,   interference   or
                   enticement; and

               iii)contact,  solicit,  interfere  with or attempt to entice away
                   from the  Company,  any  customer  on behalf  of a  Competing
                   Business.

          (b) He will hold all of the Company's Confidential  Information in the
              strictest confidence and will not use any Confidential Information
              for any purpose  and will not  publish,  disseminate,  disclose or
              otherwise make any Confidential Information available to any third
              party.  "Confidential  Information"  means all information,  data,
              know-how,  systems and  procedures  of a  technical,  sensitive or
              confidential  nature in any form  relating  to the  Company or its
              customers,   including,   without  limitation,  all  business  and
              marketing  plans,  marketing and financial  information,  pricing,
              profit margin, cost and sales information, operations information,
              forms, contracts, bids, agreements,  legal matters, information or
              plans regarding mergers and/or  acquisitions,  unpublished written
              materials,  names  and  addresses  of  customers  and  prospective
              customers,  systems  for  recruitment,  contractual  arrangements,
              market research data,  information about employees,  suppliers and
              other   companies   with  which  the  Company  has  a   commercial
              relationship,  plans,  methods,  concepts,  computer  programs  or
              software in various stages of development,  passwords, source code
              listings and object code.

          (c) He has returned, or will promptly after the date hereof return, to
              the Company all copies of any Company files,  records or materials
              that Employee had in his possession except for materials needed by
              Employee  to work on  projects  at the  direction  of the  Company
              through the Termination  Date and during the Consulting  Term. All
              such materials will promptly be returned to the Company as work on
              each such project has been completed.

          (d) In the event  there is a breach  of any of the above  restrictions
              and obligations by Employee,  the Company will suffer  irreparable
              harm,  the  amount  of  which  will be  impossible  to  ascertain.
              Accordingly,  the Company shall be entitled,  if it so elects,  to
              institute  and  prosecute  proceedings  in any court of  competent
              jurisdiction,  either at law or in equity,  to obtain  damages for
              any breach or to enforce specific performance of the provisions or
              to  enjoin  Employee  from  committing

                                      -4-

<PAGE>

            any act in  breach  of this  Agreement.  The  Company  will  also be
            entitled to discontinue any remaining payments to be made under this
            Agreement  and Employee will  immediately  reimburse the Company for
            all payments already made under this Agreement.

References in this Section 5 to the Company shall include the Company, its
subsidiaries, divisions and affiliates.

     6.  Employee  warrants and agrees that he is  responsible  for any federal,
state,  and local taxes which may be owed by him by virtue of the receipt of any
portion of the consideration  herein provided.  Company will, however,  make any
appropriate withholdings on amounts to be paid hereunder, as required by law.

     7. Employee  acknowledges that he has been encouraged to seek the advice of
an attorney  of his choice in regard to this  Agreement.  Company  and  Employee
represent  that they have  relied  upon the advice of their  attorneys,  who are
attorneys of their own choice,  or they have  knowingly and willingly not sought
the advice of their attorneys.  Employee hereby understands and acknowledges the
significance and consequences of such an Agreement and represents that the terms
of this Agreement are fully understood and voluntarily accepted by him.


     8.  Both  Employee  and  Company  have   cooperated  in  the  drafting  and
preparation of this  Agreement.  Hence,  in any  construction to be made of this
Agreement,  the same shall not be construed  against any party on the basis that
the party was the drafter.

     9. Employee  acknowledges  that he has had at least twenty-one (21) days to
consider  the terms of this  Agreement  prior to  signing  it. If  Employee  has
executed  this  Agreement   prior  to  the  end  of  such  twenty-one  (21)  day
consideration  period,  Employee  acknowledges  that such  decision to waive any
portion of the twenty-one day (21)  consideration  period was done knowingly and
voluntarily.

     10. Employee  further  understands that he may revoke this Agreement within
seven (7) days  following his signing of the Agreement by giving  written notice
of such  revocation to Company.  Such notice must be dated within such seven day
time period and must be received promptly thereafter by Company.

     11.  This  Agreement   constitutes  the  entire  agreement  concerning  the
termination of Employee's  employment and all other subjects  addressed  herein.
This Agreement  supersedes and replaces all prior negotiations.  All agreements,
proposed or otherwise,  whether written or oral,  concerning all subject matters
covered herein are incorporated into this Agreement.

     12. If one or more of the provisions of this Agreement shall for any reason
be held  invalid,  illegal or  unenforceable  in any respect,  such  invalidity,
illegality or

                                      -5-
<PAGE>


unenforceability  shall  not  affect  or  impair  any  other  provision  of this
Agreement,  but this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had not been contained herein.

     13.  Employee and Company agree to maintain the terms of this  Agreement as
confidential  and not to  disclose  such  terms to any  party  except  legal and
financial  advisors and, in Employee's case, his immediate  family.  Company and
Employee  also  agree  that  they  will not make any  negative,  disparaging  or
defamatory comments about each other.





CDI Corporation



By:      /s/ Allen M. Levantin                         /s/ Brian J. Bohling
   ---------------------------------------  -----------------------------------
      Allen M. Levantin                                 Brian J. Bohling
      President and Chief Executive Officer