Exhibit 10.m.

                                   CDI CORP.

                           RESTRICTED STOCK AGREEMENT


     This  Restricted  Stock  Agreement (the  "Agreement") is entered into as of
this 14th day of October,  2002 between CDI Corp.,  a  Pennsylvania  corporation
(the "Company"), and Jay G. Stuart ("Executive").

     SECTION 1. GRANT OF RESTRICTED STOCK.

     The Company  hereby  grants to  Executive  10,000  shares of the  Company's
common  stock par value $.10 per share,  subject to the  restrictions  set forth
herein.  The Company,  following  the  execution of this  Agreement,  will issue
10,000  shares of the Company's  common stock (the  "Stock") to  Executive.  The
Stock shall  consist of four  certificates  of 2,500 shares each,  registered in
Executive's  name (the  "Certificates"),  subject to the  restrictions set forth
herein.

     SECTION 2. CUSTODY OF STOCK.

     The Company will deliver the  Certificates  to the Secretary of the Company
(the  "Secretary"),  to be held in escrow in  accordance  with the terms of this
Agreement. Simultaneously with the delivery of the Certificates,  Executive will
sign and deliver to the Secretary an undated stock power with respect to each of
the   Certificates,   authorizing  the  Secretary  to  transfer  title  to  each
Certificate  to the  Company,  in the event  that  Executive  forfeits  all or a
portion of the Stock in accordance with the terms of this Agreement.

     SECTION 3. RIGHTS TO VOTE STOCK.

     Executive  will be  considered a  shareholder  with respect to the escrowed
Stock and will have all  corresponding  rights,  including the right to vote the
Stock and to receive all dividends and other  distributions  with respect to the
Stock,  except that  Executive will have no right to sell,  exchange,  transfer,
pledge,  hypothecate or otherwise dispose of any escrowed Stock, and Executive's
rights in the  escrowed  Stock will be  subject to  forfeiture  as  provided  in
Section 5 of this Agreement.

     SECTION 4. VESTING OF RESTRICTED STOCK.

     Executive will vest, if at all, in all grants of restricted shares of Stock
at the rate of 25% per year on the  anniversary  date of the original  grant. If
Executive's  employment with the Company terminates for any reason,  none of the
unvested Stock shall ever vest and such shares shall be forfeited to the Company
as of the date that Executive's employment with the Company terminates.  For all
shares of Stock in which Executive becomes vested, the escrow will terminate and
the  Secretary  will  deliver the stock  certificates  to  Executive  as soon as
practicable after such shares vest.

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     SECTION 5. FORFEITURE OF STOCK.

     Executive  shall forfeit all remaining  escrowed Stock upon the termination
of his  service as an employee of the Company for any reason or upon any attempt
by Executive  to sell,  exchange,  transfer,  pledge,  hypothecate  or otherwise
dispose or encumber any of the escrowed Stock.  Title to all forfeited shares of
Stock shall be transferred back to the Company as soon as reasonably practicable
after they are forfeited.

     SECTION 6. COMPLIANCE WITH LAWS.

     All shares of Stock  issued to  Executive  or his  personal  representative
shall be transferred  in accordance  with all  applicable  laws,  regulations or
listing  requirements of any national securities  exchange,  and the Company may
take all actions  necessary  or  appropriate  to comply  with such  requirements
including,  without limitation,  withholding federal income and other taxes with
respect to such Stock;  restricting (by legend or otherwise) such Stock as shall
be  necessary  or  appropriate,  in the opinion of counsel for the  Company,  to
comply with applicable  federal and state securities laws,  including Rule 16b-3
(or  any  similar  rule)  of  the  Securities  and  Exchange  Commission,  which
restrictions  shall continue to apply after the delivery of certificates for the
Stock to Executive or his personal  representative;  and postponing the issuance
or delivery of any Stock. Notwithstanding any provision in this Agreement to the
contrary,  the Company  shall not be  obligated to issue or deliver any Stock if
such action violates any provision of any law or regulation of any  governmental
authority or any national securities exchange.

     SECTION 7. AGREEMENT NOT TO AFFECT RELATIONSHIP WITH COMPANY.

     This Agreement shall not confer upon Executive any right to continue in the
employ or service of the Company.

     SECTION 8. ADJUSTMENT FOR CAPITAL CHANGES.

     The  number  of  shares  of  Stock  subject  to  this  Agreement  shall  be
appropriately   adjusted  in  the  event  of  a  stock  split,  stock  dividend,
recapitalization, or other capital change of the Company.

     SECTION 9. INTERPRETATION.

     The Company  shall have the sole power to interpret  this  Agreement and to
resolve any disputes arising hereunder.

     IN WITNESS  WHEREOF,  the undersigned have executed this Agreement the date
and year first written above.

                                        CDI CORP.


                                        By:  /s/  Roger H. Ballou
                                            ----------------------------------
                                                  Roger H. Ballou
                                                  President and CEO

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                                        EXECUTIVE:


                                                /s/ Jay G. Stuart
                                            ----------------------------------
                                                    Jay G. Stuart