##### 



EXHIBIT 10 (tt)

NONCOMPETITION AGREEMENT

This Noncompetition Agreement (this Agreement) is entered into as of
December , 2002 between CDW Computer Centers, Inc., an Illinois corporation
(together with its successors and assigns, the Company), and  (the
Employee).

WHEREAS, the Company and its subsidiaries are currently engaged in the
business of marketing and selling multi-brand computers and related technology
products (including hardware, software and accessories) and services to
business customers, consumers and the public sector (comprised of federal,
state and local government and educational institutions), it being acknowledged
that the scope of the Companys business will evolve over time;

WHEREAS, the Employee acknowledges that in the course of the Employees
employment with the Company or its subsidiaries, the Employee has and will
become familiar with trade secrets and other confidential information
concerning the Company and its subsidiaries and that the Employees services
will be of special, unique and extraordinary value to the Company and its
subsidiaries;

WHEREAS, the Board of Directors of the Company has approved the Employees
participation in the Companys Compensation Protection Plan For Executives (the
Plan);

WHEREAS, the Board of Directors of the Company has also approved a
Transitional Compensation Agreement with the Employee (the TCA); and

WHEREAS, as a condition to the Employee being entitled to participate in
the Plan and become a party to the TCA, the Employee is required to execute
this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, in the Plan, in the TCA and in the overall employment
relationship between the Company and the Employee, the adequacy and sufficiency
of which are hereby acknowledged, the Company and the Employee hereby agree as
follows:

1. Noncompetition; Nonsolicitation. (a) The Employee agrees that for the
period commencing on the date on which the Employees employment with the
Company or its subsidiaries terminates for any reason (the Termination Date)
and ending on either (i) the eighteen month anniversary of the Termination
Date if the Employee is eligible, as of the Termination Date, to receive
severance payments pursuant to Section 3 of the Plan or pursuant to Section 2
of the TCA, or (ii) the twelve-month anniversary of the Termination Date if the
Employee is not eligible, as of the Termination Date, to receive any such
payments, the Employee will abide by the restrictions contained in Sections
1(a)(1) and 1(a)(2).



---



##### 





| |  | (1) The Employee will not engage in any Business (as defined
in Section 1(a)(3)) being conducted or planned by the Company or
any of its subsidiaries as of the Termination Date in any
geographic area in which the Company or any of its subsidiaries is
conducting such Business or plans to conduct such Business as of
the Termination Date. The restriction contained in this Section
1(a)(1) shall apply to the Employee engaging in any such Business
either directly or indirectly through any person, firm,
corporation, partnership or other enterprise, or as an officer,
director, stockholder, partner, investor, employee or consultant
thereof, or otherwise. Without limiting the foregoing
restriction, but by way of illustration of its application, the
Employee will not engage in any such Business by becoming an
officer, director, stockholder, partner, investor, employee or
consultant of any of the corporations or other enterprises set
forth in Schedule I hereto (including any affiliate of such
corporations or other enterprises), it being acknowledged that (i)
Schedule I is only a representative list of the Companys current
competitors and is not intended to include all of the Companys
current competitors and (ii) new competitors of the Company may
emerge over time.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | (2) The Employee will not directly or indirectly (i) 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 the restriction contained in Section 1(a)(l) applies, call
on, service, solicit or otherwise do business with any customer of
the Company or any of its subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | (3) For purposes of Section 1(a)(1), Business shall mean
any business conducted or planned by the Company or any of its
subsidiaries if the Employee, while employed by the Company or any
of its subsidiaries, was involved in such business or had
knowledge of such business. The Employee will be deemed to have
knowledge of a Business if the Employee received or was otherwise
in possession of Confidential Information (as defined in Section
2) regarding such Business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

(b) Nothing in this Section 1 shall prohibit the Employee from being (i)
a stockholder in a mutual fund or a diversified investment company or (ii) a
passive 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 Employee has no active participation in the business of such corporation.

(c) If, at any time of enforcement of this Section 1, a court 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 shall be allowed to revise
the restrictions contained herein to cover the maximum period, scope and area
permitted by law.

2. Confidentiality. The Employee shall not, at any time during the
Employees employment with the Company or its subsidiaries or thereafter, make
use of or disclose, directly

2



---



##### 



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
(the information in clauses (i) and (ii) being collectively referred to herein
as 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 Employee, or (b) is required to be disclosed by any law, regulation or
order of any court or regulatory commission, department or agency, provided
that the Employee gives prompt notice of such requirement to the Company to
enable the Company to seek an appropriate protective order. Promptly following
the termination of the Employees employment with the Company or any of its
subsidiaries, the Employee 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 Employee
may then possess or have under the Employees control (together with all copies
thereof).

3. Intellectual Property. The Employee 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 Employee or by the Company or any of
its affiliates. All Intellectual Property that is conceived, devised, made,
developed or perfected by the Employee, alone or with others, during the
Employee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 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 Employee hereby assigns to the
Company all of the Employee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
Employees employment with the Company, the Employee 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 Employee 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 or any of its affiliates was used and which was developed entirely on
the Employees own time, unless (i) the invention relates (A) to the business
of the Company or (B) to the Companys or any of its affiliates actual or
demonstrably anticipated research and development, or (ii) the invention
results from any work performed by the Employee for the Company. [for
Illinois employees only]

3



---



##### 



4. Enforcement. The parties hereto agree that the Company and its
subsidiaries would be damaged irreparably in the event that any provision of
Section 1, 2 or 3 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 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 Employee agrees that the Employee will submit himself or
herself to the personal jurisdiction of the courts of the State of Illinois in
any action by the Company to enforce the provisions of this Agreement.

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

If to the Company, to:



| |  |  | CDW Computer Centers, Inc.
200 North Milwaukee Avenue
Vernon Hills, IL 60061
Attention: General Counsel
| |  |  | -------------------------------------------------------------------------------------------------------

with a copy to:



| |  |  | Sidley Austin Brown & Wood
Bank One Plaza
10 South Dearborn Street
Chicago, IL 60603
Attention: Thomas A. Cole
| |  |  | --------------------------------------------------------------------------------------------------------------

If to the Employee, to last known address of the Employee in the records
of the Company.

6. 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.

4



---



##### 



7. Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter hereof and
supersedes and preempts 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.

8. Successors and Assigns. This Agreement shall be enforceable by the
Employee and his heirs, executors, administrators and legal representatives,
and by the Company and its successors and assigns. In the event of the
consummation of a transaction initiated by the Company involving the formation
of a direct or indirect holding company of the Company for an internal legal or
business purpose in which the holders of the outstanding voting securities of
the Company become the holders of the outstanding voting securities of such
holding company in substantially the same proportions, all references to the
Company herein shall be deemed to be references to the new holding company.

9. 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.

10. Amendment and Waiver. The provisions of this Agreement may be
amended or waived only by the written agreement of the Company and the
Employee, 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.

11. Employee Acknowledgment.The Employee acknowledges that the
restrictions contained herein are reasonable and necessary to protect the
legitimate business interests of the Company and its subsidiaries and to
prevent damage or loss to the Company and its subsidiaries. The Employee
further acknowledges that adhering to the restrictions contained herein will
not unduly restrict his or her post-employment opportunities.

12. 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.

5



---



##### 



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

| |                           |                                                        |  | 
| | ------------------------- | ------------------------------------------------------ |  | 
| | CDW COMPUTER CENTERS, INC |                                                        | 
| |                           |                                                        |  | 
| | By:                       | John A. Edwardson
Chairman and Chief Executive Officer
| |                           |                                                        |  | 
| | EMPLOYEE                  |                                                        | 

6



---



##### 



SCHEDULE I



| |  |  | CompuCom Systems, Inc.                     
| |  |  | -------------------------------------------
|
| |  |  | Dell Computer Corporation                  
|
| |  |  | Gateway, Inc.                              
|
| |  |  | GTSI Corp.                                 
|
| |  |  | Hewlett-Packard Company                    
|
| |  |  | International Business Machines Corporation
|
| |  |  | Insight Enterprises, Inc.                  
|
| |  |  | MicronPC, LLC                              
|
| |  |  | Micro Warehouse, Inc.                      
|
| |  |  | Office Depot, Inc.                         
|
| |  |  | PC Connection, Inc.                        
|
| |  |  | PC Mall, Inc.                              
|
| |  |  | Softchoice Corporation                     
|
| |  |  | Sotfware House International, Inc.         
|
| |  |  | Staples, Inc.                              
|
| |  |  | Zones, Inc.