AGREEMENT


         THIS IS AN AGREEMENT ("Agreement") between Roger H. Ballou and
Georgeann Ballou (collectively referred to as "the Ballous") and CDI Corporation
("CDI") made this 14th day of March, 2002.

                                   Background

A. Roger Ballou became President and Chief Executive Officer of CDI on
October  1,  2001.  As part of his  Employment  Agreement,  he was  required  to
relocate his residence from Washington, DC to Philadelphia, PA.

B. The Ballous have located a new residence in Philadelphia ("the Philadelphia
property") and will close on the purchase of that property on March 15, 2002.
CDI has agreed to provide a bridge loan ("the Bridge Loan") to the Ballous to
assist them in the purchase of the Philadelphia property. A condition of the
Bridge Loan is that it be repaid no later than July 31, 2001.

C. The Ballous have also entered into a contract ("the Current Sale Contract")
for the sale of their Washington, DC residence ("the Washington property") and
are scheduled to close on the sale of that property on June 20, 2002.

D. The Ballous desire to eliminate the uncertainty associated with the
possibility that the Current Sale Contract may not close and the proceeds from
such sale would, in such event, not be available to repay the Bridge Loan.

E. CDI is willing to assist the Ballous to remove this uncertainty by taking
the steps set forth in this Agreement.

                                    Agreement

     NOW, THEREFORE, in consideration of their respective undertakings set forth
herein, the Ballous and CDI hereby agree as follows:

     1. As of the date hereof, the Ballou's assign to CDI, and CDI assumes,  the
financial  risk  and/or  reward  associated  with  the  sale  of the  Washington
property.  The  intent  of this  assignment  and  assumption  is for CDI and the
Ballous to experience as close as possible the same financial  outcome as if the
Ballous  had  transferred,  as of the  date of this  Agreement,  the  Washington
property to CDI under the terms of the CDI Corporation Guidelines for Relocation
of and Reimbursements to New Executive Officers ("the Guidelines").

     2. To carry  out the  intent  of  Section  1,  above,  CDI may elect at its
option, any of the following alternatives:

          (a)  to have the Ballous  continue to perform  under the Current  Sale
               Contract.  At the  closing of such  contract,  the  Ballous  will
               receive $4,187,500 (i.e., the average of two appraisals that have
               been performed on the Washington  property) minus the amount then
               payable to CDI under the Bridge Loan which amount will be paid to
               CDI. The remaining net proceeds of this sale will be paid to CDI;

          (b)  if the Current Sale Contract  does not close,  CDI will, no later
               than  July 31,  2002,  pay to the  Ballous  $4,187,500  minus the
               amount  then owed to CDI under the  Bridge  Loan and the  Ballous
               will transfer the Washington property per CDI's instructions; or

          (c)  at any time after the date hereof and prior to the closing  under
               the Current Sale Contract,  CDI may pay to the Ballous $4,187,500
               minus the amount  then owed to CDI under the Bridge  Loan and the
               Ballous  will   transfer  the   Washington   property  per  CDI's
               instructions.
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     3. All  miscellaneous  costs  will be paid as set  forth in the  Guidelines
based on the particular approach selected.

     4. The Ballous may continue to reside at the Washington property until such
time as they move to the  Philadelphia  property.  During  such time the Ballous
will continue to pay the mortgage,  maintain the current  homeowner's  insurance
and generally maintain the Washington property, and their costs of doing so will
be considered to be appropriate rent for the property.

     5. Following  their move out of the Washington  property,  the Ballous will
continue to pay the costs of the  mortgage,  insurance and  maintenance  on such
property  until the property is titled in a new owner and CDI will reimburse the
Ballous for such costs.

     Intending to be legally bound,  the parties have executed this Agreement as
of the date set forth above.

Attest:                                        CDI Corporation


By:                                            By:
   --------------------------------               ----------------------------


   --------------------------------            -------------------------------
               Witness                                  Roger H. Ballou

   --------------------------------            -------------------------------
               Witness                                  Georgeann Ballou