EXHIBIT 10(gg)

               EMPLOYMENT AGREEMENT DATED AS OF JANUARY 28, 2001
                   BETWEEN THE COMPANY AND JOHN A. EDWARDSON


                              EMPLOYMENT AGREEMENT

     This Employment  Agreement (this "Agreement") is entered into as of January
28, 2001  between CDW  Computer  Centers,  Inc.,  an Illinois  corporation  (the
"Company"), and John A. Edwardson (the "Executive").

     WHEREAS,  the Company desires to employ the Executive to serve as President
and Chief  Executive  Officer of the Company,  and the  Executive  desires to be
employed by the Company,  upon the terms and subject to the conditions set forth
herein.

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
contained herein, the Company and the Executive hereby agree as follows:

     1.  Employment.  The Company  hereby agrees to employ the Executive and the
Executive hereby agrees to be employed by the Company upon the terms and subject
to the  conditions  contained in this  Agreement.  The term of employment of the
Executive by the Company  pursuant to this  Agreement  shall commence on January
28, 2001 (the  "Effective  Date") and,  unless  earlier  terminated  pursuant to
Section 4 hereof,  shall end on the fifth anniversary of the Effective Date (the
"Initial  Term");  provided  that the term of this  Agreement  shall be extended
automatically  for one additional  year as of each  anniversary of the Effective
Date,  commencing with the fourth  anniversary of the Effective Date,  unless no
later than 90 days prior to any such  renewal date either the Board of Directors
of the Company (the "Board"),  on behalf of the Company,  or the Executive gives
written  notice to the  other  that the term of this  Agreement  shall not be so
extended.  The Initial Term and any  extension  of the Initial Term  pursuant to
this Section 1 shall be referred to herein as the "Employment Period."

     2. Position and Duties;  Responsibilities;  Board Service. (a) Position and
Duties.  The Company shall employ the Executive during the Employment  Period as
its Chief  Executive  Officer.  Until  the  Company's  2001  annual  meeting  of
shareholders,  the  Executive's  title shall be  President  and Chief  Executive
Officer.  Immediately  following the 2001 annual  meeting of  shareholders,  the
Executive shall be elected to the additional  office of Chairman of the Board in
accordance  with, and subject to the  provisions  of,  Section 2(c) hereof.  The
Executive shall report to the Board. During the Employment Period, the Executive
shall  perform  faithfully  and  loyally  and to  the  best  of the  Executive's
abilities the duties  assigned to the  Executive  hereunder and shall devote the
Executive's  full  business  time,  attention  and effort to the  affairs of the
Company  and its  subsidiaries  and shall use the  Executive's  reasonable  best
efforts to promote  the  interests  of the  Company  and its  subsidiaries.  The
Executive may engage in charitable,  civic or community  activities,  manage his
personal  investments,  continue to serve as a director of Focal  Communications
and Household International and, with the prior approval of the Board, may serve
as a director of any other business  corporation,  provided that such activities
or service do not materially  interfere with the Executive's duties hereunder or
violate  the  terms of any of the  covenants  contained  in  Sections  6, 7 or 8
hereof.

     (b) Responsibilities. Subject to the powers, authority and responsibilities
vested  in the  Board  and in duly  constituted  committees  of the  Board,  the
Executive  shall  have the  authority  and  responsibility  for the  management,
operation  and overall  conduct of the  business of the Company.  The  Executive
shall also  perform  such other  duties (not  inconsistent  with the position of
Chief  Executive  Officer) on behalf of the Company and its  subsidiaries as may
from time to time be authorized or directed by the Board.

     (c) Board  Service.  Promptly  following the Effective  Date, the Executive
will be  appointed  as a member  of the  Board.  Provided  that the  Executive's
employment  with the Company has not previously been  terminated,  the Executive
will be nominated  for election as a member of the Board at the  Company's  2001
annual  meeting  of  shareholders  and at  each  subsequent  annual  meeting  of
shareholders during the Employment Period. If so appointed and elected,  (i) the
Executive  agrees  that he will  serve as a member  of the Board and (ii) at the
annual  meeting of the Board  immediately  following the  Company's  2001 annual
meeting of shareholders, the Executive shall be elected to the additional office
of Chairman of the Board.

     3. Compensation. (a) Base Salary. During the Employment Period, the Company
shall pay to the  Executive  a base  salary at the rate of  $600,000  per annum,
payable in accordance with the Company's  executive  payroll  policy.  Such base
salary shall be reviewed  annually,  and shall be subject to such increases (and
not  decreases),  if any, as  determined  by the  Compensation  Committee of the
Board. The Executive's annual base salary in effect from time to time under this
Section 3(a) is hereinafter referred to as "Base Salary."

     (b) Annual Incentive Bonus;  Special Bonus.  Beginning with the 2001 fiscal
year, the Executive  shall be entitled to  participate  in the Company's  Senior
Management Incentive Plan (the "Incentive Plan") in accordance with the terms of
such plan. The target incentive bonus opportunity for the Executive for the 2001
fiscal year under the Incentive  Plan shall be $640,000  (which amount shall not
be  prorated  because the  Effective  Date is later than  January 1, 2001).  The
actual  incentive  bonus payable for 2001 and for any  subsequent  year shall be
based upon  objective  criteria  established  and  approved by the  Compensation
Committee of the Board. In addition to  participation  in the Incentive Plan, if
the  Executive  remains  employed by the Company on December  31, 2001 or if the
Executive's  employment is terminated  prior thereto pursuant to Section 4(d) or
4(f) hereof,  the  Executive  shall  receive a special bonus of $440,000 for the
2001 fiscal year only (the  "Special  Bonus"),  which amount shall be payable as
soon as administratively practicable following the end of such fiscal year.

     (c) Other Benefits.  During the Employment  Period,  the Executive shall be
entitled to  participate  in the  Company's  employee  benefit  plans  generally
available to executives of the Company (such benefits being hereinafter referred
to as the "Employee Benefits"). The Executive shall be entitled to take time off
for vacation or illness in accordance with the Company's policies and to receive
all fringe  benefits  and  perquisites  as are from time to time made  generally
available to senior executives of the Company.

     (d) Stock  Options.  (i) On the  Effective  Date,  in  accordance  with the
approval of the  Compensation  Committee of the Board,  the  Executive  shall be
granted non-qualified stock options (the "Options") to purchase 1,600,000 shares
of common stock,  par value $.01 per share, of the Company (the "Common Stock").
The exercise  price of the Options  shall be the fair market value of the Common
Stock  on the date of  grant,  the  Options  shall  have a term of 10 years  and
one-fifth  of the Options  shall  become  exercisable  on each of the first five
anniversaries of the Effective Date. If the Executive's employment is terminated
pursuant to Section 4(a) or 4(b) hereof,  any Options then  unexercisable  shall
immediately  become  exercisable  and may  thereafter  be  exercised  until  and
including the earlier to occur of (i) the date which is two years  following the
termination  of  employment  or (ii)  the  expiration  date  of the  term of the
Options. If the Executive's employment is terminated pursuant to Section 4(d) or
4(f) hereof, one-half of any Options then unexercisable shall immediately become
exercisable  and may thereafter be exercised  until and including the earlier to
occur of (i) the date which is two years following the termination of employment
or (ii) the  expiration  date of the term of the Options.  The Options  shall be
subject to the terms and provisions of the Company's 2000 Incentive Stock Option
Plan and the Award Notice of Stock Option Grant  ("Award  Notice") and the Stock
Option  Agreement  ("Option  Agreement")  relating to the  Options,  which Award
Notice  and  Stock  Option  Agreement  shall be in the form  attached  hereto as
Exhibit A.

     (ii)  Beginning  with the 2002 fiscal year,  subject to the approval of the
Compensation  Committee of the Board,  the Executive  shall be granted  annually
non-qualified  stock options to purchase 150,000 shares of Common Stock (subject
to adjustment in the event of a stock split,  stock dividend,  recapitalization,
reorganization,   merger,  consolidation,   combination,   exchange  of  shares,
liquidation, spin-off or other similar change in capitalization or event, or any
distribution  to holders of Common  Stock other than a regular  cash  dividend),
each  such  option to have  terms  substantially  similar  to those set forth in
Section 3(d)(i) hereof.

     (e)  Restricted  Stock.  On the  Effective  Date,  in  accordance  with the
approval of the  Compensation  Committee of the Board,  the  Executive  shall be
granted  100,000  shares of restricted  Common Stock on the terms and subject to
the  conditions  set forth in a  Restricted  Stock Award  Agreement  in the form
attached hereto as Exhibit B.

     (f) Expense  Reimbursement.  The Company shall reimburse the Executive,  in
accordance with the Company's  policies and procedures,  for all proper expenses
incurred by the Executive during the Employment Period in the performance of the
Executive's  duties  hereunder.  The Company shall pay the reasonable legal fees
and expenses  incurred by the Executive in connection  with the  negotiation and
preparation of this Agreement in an amount not to exceed $25,000.

     4. Termination.  (a) Death. Upon the death of the Executive,  all rights of
the  Executive  and the  Executive's  heirs,  executors  and  administrators  to
compensation  and other benefits under this Agreement  shall cease  immediately,
except that the Executive's heirs, executors or administrators,  as the case may
be, shall be entitled to:

     (i) accrued  Base Salary  through and  including  the  Executive's  date of
death;

     (ii) the amount of any bonus  earned and  payable  but not yet paid for the
fiscal year prior to the year in which the Executive's termination of employment
occurs;

     (iii) prorated annual  incentive bonus (based on the target bonus under the
Incentive  Plan  or any  successor  plan  for  the  fiscal  year  in  which  the
Executive's   termination  of  employment  occurs)  through  and  including  the
Executive's  date of death and,  in the case of the 2001  fiscal  year  only,  a
prorated Special Bonus through and including the Executive's date of death;

     (iv) other  Employee  Benefits to which the  Executive  was entitled on the
date of death in  accordance  with the terms of the plans  and  programs  of the
Company; and

     (v) the  treatment  of the  options  granted to the  Executive  pursuant to
Section 3(d) hereof in accordance with the terms thereof.

     (b) Disability.  The Company may, at its option,  terminate the Executive's
employment  upon written  notice to the Executive if the  Executive,  because of
physical or mental  incapacity  or  disability,  fails to perform the  essential
functions of the Executive's position, with or without reasonable accommodation,
required of the Executive  hereunder for a continuous  period of 120 days or any
180 days within any 12-month  period.  Upon such  termination,  the  Executive's
entitlement to compensation  and benefits shall cease  immediately,  except that
the Executive shall be entitled to:

     (i) accrued Base Salary  through and including  the  effective  date of the
Executive's termination of employment;

     (ii) the amount of any bonus  earned and  payable  but not yet paid for the
fiscal year prior to the year in which the Executive's termination of employment
occurs;

     (iii) prorated annual  incentive bonus (based on the target bonus under the
Incentive  Plan  or any  successor  plan  for  the  fiscal  year  in  which  the
Executive's   termination  of  employment  occurs)  through  and  including  the
effective date of the Executive's  termination of employment and, in the case of
the 2001 fiscal year only, a prorated  Special  Bonus  through and including the
effective date of the Executive's termination of employment;

     (iv) other  Employee  Benefits  to which the  Executive  is  entitled  upon
termination of employment in accordance with the terms of the plans and programs
of the Company; and

     (v) the  treatment  of the  options  granted to the  Executive  pursuant to
Section 3(d) hereof in accordance with the terms thereof.

In the event of any dispute regarding the existence of the Executive's
incapacity or disability hereunder, the matter shall be resolved by the
determination of a physician selected by the Board and reasonably acceptable to
the Executive. The Executive shall submit to appropriate medical examinations
for purposes of such determination.

     (c) Cause.  (i) The Company may, at its option,  terminate the  Executive's
employment under this Agreement for Cause (as hereinafter  defined) upon written
notice to the Executive (the "Cause  Notice").  The Cause Notice shall state the
particular  action(s) or inaction(s)  giving rise to termination  for Cause.  No
action(s) or inaction(s) will constitute  Cause unless (1) a resolution  finding
that Cause  exists has been  approved by a majority of all of the members of the
Board at a meeting at which the  Executive  is allowed to appear  with his legal
counsel and (2) where remedial action is feasible, the Executive fails to remedy
the action(s) or inaction(s) within 10 days after receiving the Cause Notice. If
the  Executive  so effects a cure to the  satisfaction  of the Board,  the Cause
Notice shall be deemed rescinded and of no force or effect.

     (ii) As used in this Agreement, the term "Cause" shall mean any one or more
of the following:

     (A) any willful refusal by the Executive to follow lawful directives of the
Board which are consistent with the scope and nature of the  Executive's  duties
and responsibilities as set forth herein;

     (B) the Executive's conviction of, or plea of guilty or nolo contendere to,
a felony or of any crime involving moral turpitude, fraud or embezzlement;

     (C) any gross negligence or willful  misconduct of the Executive  resulting
in a material loss to the Company or any of its subsidiaries, or material damage
to the reputation of the Company or any of its subsidiaries;

     (D)  any  material  breach  by the  Executive  of any  one or  more  of the
covenants contained in Section 6, 7 or 8 hereof; or

     (E) any  violation  of any  statutory  or common law duty of loyalty to the
Company or any of its subsidiaries.

     (iii) The exercise of the right of the Company to terminate  this Agreement
pursuant to this  Section  4(c) shall not abrogate the rights or remedies of the
Company in respect of the breach giving rise to such termination.

     (iv) If the Company  terminates the Executive's  employment for Cause,  the
Executive's  entitlement to compensation  and benefits shall cease  immediately,
except  that the  Executive  shall be  entitled  to the  payments  and  benefits
specified in Sections 4(b)(i), 4(b)(ii) and 4(b)(iv) hereof.

     (d) Termination  Without Cause.  The Company may, at its option,  terminate
the  Executive's  employment  under this  Agreement  upon written  notice to the
Executive  for a reason other than a reason set forth in Section  4(a),  4(b) or
4(c).  Any such  termination  shall be authorized  by the Board.  If the Company
terminates  the  Executive's  employment  for any such reason,  the  Executive's
entitlement to compensation  and benefits shall cease  immediately,  except that
the Executive shall be entitled to:

     (i) the  payments  and  benefits  specified  in  Sections  4(b)(i)  through
4(b)(iv) hereof, inclusive;

     (ii) the  treatment  of the options  granted to the  Executive  pursuant to
Section 3(d) hereof in accordance with the terms thereof; and

     (iii) a lump sum cash payment  equal to the product of (x) two, and (y) the
sum of the Base Salary and the Prior Bonus (as defined below).

     As used in this Agreement, the term "Prior Bonus" shall mean the average of
the annual  incentive  bonus earned under the Incentive  Plan or any  comparable
bonus earned under any successor  plan  (including  any bonus earned and payable
but not yet paid) for the last three full fiscal years (or such  shorter  period
during which the Executive has been an employee of the Company);  provided that,
(x) if the  Executive is not  employed by the Company on December 31, 2001,  the
Prior  Bonus  for the 2001  fiscal  year  only  shall  be the sum of the  target
incentive bonus for such year and the Special Bonus for such year and (y) if the
Executive has been  continuously  employed by the Company  through  December 31,
2001,  for purposes of  calculating  Prior  Bonus,  the Prior Bonus for the 2001
fiscal  year  shall be the sum of the  incentive  bonus  for  such  year and the
Special Bonus for such year.

     (e) Voluntary Termination. Upon 60 days prior written notice to the Company
(or such shorter  period as may be permitted by the Board),  the  Executive  may
voluntarily  terminate  the  Executive's  employment  with the  Company  for any
reason.  If the Executive  voluntarily  terminates  the  Executive's  employment
pursuant to this Section 4(e), the Executive's  entitlement to compensation  and
benefits shall cease immediately, except that the Executive shall be entitled to
the payments and benefits  specified in Sections 4(b)(i),  4(b)(ii) and 4(b)(iv)
hereof.

     (f) Termination  for Good Reason.  (i) Upon 30 days prior written notice to
the Company  (or such  shorter  period as may be  permitted  by the Board),  the
Executive may voluntarily terminate the Executive's  employment with Good Reason
(as  hereinafter  defined).   If  the  Executive   voluntarily   terminates  the
Executive's   employment   pursuant  to  this  Section  4(f),  the   Executive's
entitlement to compensation  and benefits shall cease  immediately,  except that
the Executive shall be entitled to:

     (A) the  payments  and  benefits  specified  in  Sections  4(b)(i)  through
4(b)(iv) hereof, inclusive;

     (B) the  treatment  of the  options  granted to the  Executive  pursuant to
Section 3(d) hereof in accordance with the terms thereof; and

     (C) a lump sum cash  payment  equal to the product of (x) two,  and (y) the
sum of the Base Salary and the Prior Bonus.

     (ii) As used in this  Agreement,  the term "Good  Reason" shall mean during
the Employment Period, without the written consent of the Executive,  any one or
more of the following,  provided that an isolated,  insubstantial or inadvertent
action not taken in bad faith or failure  not  occurring  in bad faith  which is
remedied by the Company  promptly  after receipt of notice  thereof given by the
Executive shall not constitute Good Reason:

     (A) the assignment to the Executive of any duties  materially  inconsistent
in any respect with the Executive's position (including status,  offices, titles
and  reporting   requirements),   authority,   duties  or   responsibilities  as
contemplated by this Agreement;

     (B) any failure by the Company to comply with the  provisions  of Section 3
hereof;

     (C) any requirement by the Company that the Executive's principal office be
located more than 50 miles outside of the greater Chicago metropolitan area;

     (D) the failure to elect the Executive to the additional office of Chairman
of the  Board  immediately  following  the  Company's  2001  annual  meeting  of
shareholders  and  immediately  following  each  subsequent  annual  meeting  of
shareholders during the Employment Period; or

     (E) any other material breach by the Company of this Agreement.

     5. Federal and State Withholding. The Company shall deduct from the amounts
payable to the Executive  pursuant to this  Agreement the amount of all required
federal,  state and local  withholding  taxes in accordance with the Executive's
Form W-4 on file with the Company, and all applicable federal employment taxes.

     6. Noncompetition; Nonsolicitation. (a) General. The Executive acknowledges
that in the course of the Executive's  employment with the Company the Executive
has  and  will  become  familiar  with  trade  secrets  and  other  confidential
information concerning the Company and its subsidiaries and that the Executive's
services will be of special,  unique and extraordinary  value to the Company and
its subsidiaries.

     (b)  Noncompetition.  The  Executive  agrees  that during the period of the
Executive's employment with the Company and for a period of two years thereafter
(the "Noncompetition  Period"), the Executive shall not in any manner,  directly
or indirectly,  through any person, firm or corporation, alone or as a member of
a partnership or as an officer, director,  stockholder,  investor or employee of
or consultant to any other corporation or enterprise or otherwise,  engage or be
engaged, or assist any other person, firm, corporation or enterprise in engaging
or being  engaged,  in any business,  in which the Executive was involved or had
knowledge,  being  conducted  by, or being planned by, the Company or any of its
subsidiaries  as of  the  termination  of  the  Executive's  employment  in  any
geographic  area  in  which  the  Company  or any of its  subsidiaries  is  then
conducting such business.

     (c)   Nonsolicitation.   The  Executive  further  agrees  that  during  the
Noncompetition  Period the  Executive  shall not (i) in any manner,  directly or
indirectly,  induce or attempt to induce any  employee  of the Company or any of
its  subsidiaries  to terminate or abandon his or her employment for any purpose
whatsoever  or (ii) in  connection  with  any  business  to which  Section  6(b)
applies, call on, service, solicit or otherwise do business with any customer of
the Company or any of its subsidiaries.

     (d) Exceptions. Nothing in this Section 6 shall prohibit the Executive from
being (i) a stockholder in a mutual fund or a diversified  investment company or
(ii) an owner of not more than two percent of the outstanding stock of any class
of a corporation,  any securities of which are publicly  traded,  so long as the
Executive has no active participation in the business of such corporation.

     (e) Reformation.  If, at any time of enforcement of this Section 6, a court
or an arbitrator  holds that the  restrictions  stated  herein are  unreasonable
under  circumstances  then  existing,  the parties hereto agree that the maximum
period,  scope or geographical area reasonable under such circumstances shall be
substituted  for the  stated  period,  scope  or area  and  that  the  court  or
arbitrator shall be allowed to revise the restrictions contained herein to cover
the maximum  period,  scope and area permitted by law. This Agreement  shall not
authorize a court or arbitrator  to increase or broaden any of the  restrictions
in this Section 6.

     7.  Confidentiality.  The  Executive  shall  not,  at any time  during  the
Employment  Period  or  thereafter,   make  use  of  or  disclose,  directly  or
indirectly,  any (i) trade secret or other confidential or secret information of
the Company or of any of its  subsidiaries  or (ii) other  technical,  business,
proprietary  or  financial   information  of  the  Company  or  of  any  of  its
subsidiaries  not available to the public generally or to the competitors of the
Company  or to  the  competitors  of  any  of  its  subsidiaries  ("Confidential
Information"),  except to the  extent  that such  Confidential  Information  (a)
becomes a matter of public  record or is published  in a newspaper,  magazine or
other  periodical  or on  electronic  or other  media  available  to the general
public,  other than as a result of any act or omission of the Executive,  (b) is
required  to be  disclosed  by any law,  regulation  or  order  of any  court or
regulatory commission,  department or agency,  provided that the Executive gives
prompt notice of such  requirement  to the Company to enable the Company to seek
an appropriate  protective  order, or (c) is required to be used or disclosed by
the Executive to perform  properly the Executive's  duties under this Agreement.
Promptly following the termination of the Employment Period, the Executive shall
surrender to the Company all records, memoranda, notes, plans, reports, computer
tapes and software and other  documents and data which  constitute  Confidential
Information  which the Executive may then possess or have under the  Executive's
control (together with all copies thereof).

     8.  Intellectual  Property.  The Executive  shall not, at any time, have or
claim any  right,  title or  interest  in any  trade  name,  patent,  trademark,
copyright,  trade secret,  intellectual property,  methodologies,  technologies,
procedures, concepts, ideas or other similar rights (collectively, "Intellectual
Property")  belonging to the Company or any of its affiliates and shall not have
or claim any right,  title or  interest  in or to any  material or matter of any
kind  prepared for or used in  connection  with the business or promotion of the
Company or any of its  affiliates,  whether  produced,  prepared or published in
whole or in part by the  Executive  or by the Company or any of its  affiliates.
All  Intellectual  Property  that is  conceived,  devised,  made,  developed  or
perfected  by the  Executive,  alone  or with  others,  during  the  Executive's
employment that is related in any way to the Company's or any of its affiliates'
business or is devised,  made,  developed  or perfected  utilizing  equipment or
facilities of the Company or its affiliates  shall be promptly  disclosed to the
Board, are works for hire and become the sole,  absolute and exclusive  property
of the  Company.  If and to the extent  that any of such  Intellectual  Property
should be  determined  for any reason not to be a work for hire,  the  Executive
hereby assigns to the Company all of the Executive's  right,  title and interest
in and to such Intellectual  Property.  At the reasonable request and expense of
the Company but without  charge to the  Company,  whether  during or at any time
after the Executive's employment with the Company, the Executive shall cooperate
fully with the Company  and its  affiliates  in the  securing of any trade name,
patent,  trademark,  copyright  or  intellectual  property  protection  or other
similar rights in the United States and in foreign countries,  including without
limitation,  the execution and delivery of assignments,  patent applications and
other documents or papers.  In accordance with the Illinois Employee Patent Act,
765 ILCS 1060, the Executive is hereby notified by the Company, and understands,
that  the  foregoing  provisions  do not  apply  to an  invention  for  which no
equipment,  supplies,  facilities or trade secret information of the Company was
used and which was developed  entirely on the Executive's  own time,  unless (i)
the invention relates (A) to the business of the Company or (B) to the Company's
actual  or  demonstrably  anticipated  research  and  development,  or (ii)  the
invention results from any work performed by the Executive for the Company.

     9.  Enforcement.  The  parties  hereto  agree  that  the  Company  and  its
subsidiaries  would be damaged  irreparably  in the event that any  provision of
Section 6, 7 or 8 of this  Agreement  were not performed in accordance  with its
terms or were  otherwise  breached and that money damages would be an inadequate
remedy for any such nonperformance or breach.  Accordingly,  the Company and its
successors and permitted assigns shall be entitled,  in addition to other rights
and remedies  existing in their favor,  to seek an injunction or  injunctions to
prevent any breach or threatened breach of any of such provisions and to enforce
such provisions  specifically  (without posting a bond or other  security).  The
Executive agrees that the Executive will submit to the personal  jurisdiction of
the courts of the State of  Illinois  in any action by the Company to enforce an
arbitration award against the Executive or to obtain interim injunctive or other
relief pending an arbitration decision.

     10.  Representations.  The Executive represents and warrants to the Company
that (a) the  execution,  delivery  and  performance  of this  Agreement  by the
Executive  does not and will  not  conflict  with,  breach,  violate  or cause a
default under any contract, agreement,  instrument, order, judgment or decree to
which the  Executive  is a party or by which  the  Executive  is bound,  (b) the
Executive is not a party to or bound by any employment agreement, noncompetition
agreement  or  confidentiality  agreement  with any other  person or entity that
would interfere with the execution, delivery or performance of this Agreement by
the Executive,  and (c) upon the execution and delivery of this Agreement by the
Company,  this  Agreement  shall be the  valid  and  binding  obligation  of the
Executive, enforceable in accordance with its terms.

     11.  Survival.  This Agreement shall survive and continue in full force and
effect in accordance  with its terms,  notwithstanding  any  termination  of the
Employment Period.

     12.  Arbitration.  Except as otherwise  set forth in Section 9 hereof,  any
dispute or controversy  between the Company and the Executive,  whether  arising
out of or  relating  to  this  Agreement,  the  breach  of  this  Agreement,  or
otherwise,  shall be settled by arbitration in Chicago, Illinois administered by
the  American  Arbitration  Association,  with any such  dispute or  controversy
arising  under this  Agreement  being so  administered  in  accordance  with its
Commercial  Rules then in effect,  and  judgment  on the award  rendered  by the
arbitrator  may be  entered  in  any  court  having  jurisdiction  thereof.  The
arbitrator  shall have the  authority to award any remedy or relief that a court
of competent jurisdiction could order or grant,  including,  without limitation,
the issuance of an injunction.  However, either party may, without inconsistency
with this arbitration  provision,  apply to any court having  jurisdiction  over
such dispute or controversy  and seek interim  provisional,  injunctive or other
equitable  relief until the arbitration  award is rendered or the controversy is
otherwise  resolved.  Except as necessary in court  proceedings  to enforce this
arbitration  provision  or an award  rendered  hereunder,  or to obtain  interim
relief, neither a party nor an arbitrator may disclose the existence, content or
results of any  arbitration  hereunder  without the prior written consent of the
Company and the Executive.  The Company and the Executive  acknowledge that this
Agreement evidences a transaction involving interstate commerce. Notwithstanding
any choice of law  provision  included  in this  Agreement,  the  United  States
Federal  Arbitration Act shall govern the interpretation and enforcement of this
arbitration provision.

     13.  Notices.  All notices and other  communications  required or permitted
hereunder  shall be in  writing  and shall be deemed  given  when (a)  delivered
personally or by overnight  courier to the following  address of the other party
hereto (or such other  address  for such party as shall be  specified  by notice
given pursuant to this Section) or (b) sent by facsimile,  with the confirmatory
copy  delivered  by overnight  courier to the address of such party  pursuant to
this Section 13:

                  If to the Company, to:

                           CDW Computer Centers, Inc.
                           200 North Milwaukee Avenue
                             Vernon Hills, IL 60061
                           Attention:  Chief Financial Officer

                  with a copy to:

                           Sidley & Austin
                           Bank One Plaza
                            10 South Dearborn Street
                           Chicago, Illinois  60603
                           Attention:  Thomas A. Cole, Esq.

                  If to the Executive, to the last known mailing address for the
                  Executive contained in the records of the Company, with a copy
                  to:

                         Vedder Price Kaufman & Kammholz
                            222 North LaSalle Street
                           Suite 2600
                           Chicago, Illinois  60601
                           Attention:  Robert J. Stucker, Esq.

     14. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision  of  this  Agreement  is held to be  invalid,  illegal  or
unenforceable in any respect under  applicable law or rule in any  jurisdiction,
such invalidity,  illegality or unenforceability  shall not affect the validity,
legality or  enforceability  of any other  provision  of this  Agreement  or the
validity,   legality  or   enforceability   of  such   provision  in  any  other
jurisdiction,  but this Agreement  shall be reformed,  construed and enforced in
such  jurisdiction as if such invalid,  illegal or  unenforceable  provision had
never been contained herein.

     15.  Change in Control.  Simultaneously  with the execution and delivery of
this  Agreement,  the parties also are executing and  delivering a  Transitional
Compensation Agreement in the form attached hereto as Exhibit C. In the event of
a "Change in Control," as defined in the  Transitional  Compensation  Agreement,
the  Transitional  Compensation  Agreement shall  exclusively  govern,  and this
Agreement shall not govern, the employment  relationship between the Company and
the Executive after such Change in Control.

     16.  Entire  Agreement.   This  Agreement,  the  exhibits  hereto  and  the
agreements in the form of the exhibits  hereto  constitute the entire  agreement
and understanding  between the parties with respect to the subject matter hereof
or thereof and  supersede  and preempt any prior  understandings,  agreements or
representations  by or between  the  parties,  written  or oral,  which may have
related in any manner to the subject matter hereof or thereof.

     17. No  Mitigation.  In no event shall the  Executive  be obligated to seek
other  employment  or take any other action by way of  mitigation of the amounts
payable to the Executive under any of the provisions of this Agreement, and such
amounts  shall  not be  reduced  whether  or not  the  Executive  obtains  other
employment.

     18.  Successors  and Assigns.  This  Agreement  shall be enforceable by the
Executive  and  the  Executive's  heirs,  executors,  administrators  and  legal
representatives, and by the Company and its successors and assigns.

     19.  Governing Law. This  Agreement  shall be governed by and construed and
enforced in accordance  with the internal laws of the State of Illinois  without
regard to principles of conflict of laws.

     20.  Amendment and Waiver.  The provisions of this Agreement may be amended
or waived only by the written agreement of the Company and the Executive, and no
course of  conduct  or  failure or delay in  enforcing  the  provisions  of this
Agreement shall affect the validity,  binding effect or  enforceability  of this
Agreement.

     21. Counterparts.  This Agreement may be executed in two counterparts, each
of which  shall be deemed to be an  original  and both of which  together  shall
constitute one and the same instrument.



<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.





                                               CDW COMPUTER CENTERS, INC.


                                               By:    /s/ Michael P. Krasny
                                               -----------------------------
                                               Name:  Micheal P. Krasny
                                               Title: Chairman of the Board


                                               EXECUTIVE

                                               /s/ John A. Edwardson
                                               -----------------------------
                                               John A. Edwardson