EXHIBIT 10(ll)


                          REGISTRATION RIGHTS AGREEMENT


         This  Registration  Rights  Agreement (this  "Agreement") is made as of
February 5, 2001 between CDW Computer  Centers,  Inc.,  an Illinois  corporation
(the "Company"), and Gregory C. Zeman ("Mr. Zeman").

                                    RECITALS

         WHEREAS,  Mr. Zeman is an officer and employee of the Company, in which
capacity he has been granted  certain  options to acquire  from another  Company
officer  and  employee  shares  (the  "Option  Shares")  of common  stock of the
Company, par value $0.01 per share (the "Common Stock"); and

         WHEREAS,  the Option Shares may, upon vesting and exercise,  be sold in
accordance  with the  provisions of Rule 144 under the Securities Act of 1933 or
pursuant to various exemptions under that Act; and

         WHEREAS,  in order to  provide  another  means by which  Mr.  Zeman may
efficiently dispose of shares of Common Stock he may own at a time or times when
it is in his interest to do so, while  maintaining  an orderly  public market in
the  Common  Stock and not  interfering  with any  material  financing  or other
transactions  in which the Company may  engage,  the parties  wish to enter into
this Agreement to set forth certain of Mr.  Zeman's rights  relating to the sale
of shares of Common Stock owned or to be owned by him.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

SECTION 1.        Definitions and Usage.
                  ---------------------

1.1.     Definitions.  As used in this Agreement:
         -----------

         "Commission" means the Securities and Exchange  Commission or any other
federal agency at the time administering the Securities Act.

         "Common Stock" has the meaning set forth in the Recitals.

         "Continuously  Effective"  with  respect  to a  specified  registration
statement,  means  that  such  registration  statement  shall  not  cease  to be
effective and available for Transfers of Registrable  Securities  thereunder for
longer  than  either  (i) any five (5)  consecutive  business  days,  or (ii) an
aggregate of ten (10) business days during the period  specified in the relevant
provision of this Agreement.

         "Exchange Act" means the Securities  Exchange Act of 1934 and the rules
and regulations of the Commission thereunder, all as the same shall be in effect
at the time.

         "Market  Price"  means,  for  any  given  day,  (i) if the  Registrable
Security  in question  is then  listed on a national  securities  exchange or is
quoted on  NASDAQ  and is  designated  as a  National  Market  System  security,
1.5(cent)  less  than the last  sale  price,  regular  way,  on the  immediately
preceding  trading day on the principal stock exchange or market system on which
such Registrable  Security is then listed or admitted to trading, or, if no such
sale takes place on such day,  the  average of the closing bid and asked  prices
for the  Registrable  Security on such day as reported on such stock exchange or
market system or (ii) if the Registrable Security in question is not then listed
or admitted to trading on any national  securities  exchange or  designated as a
National  Market  System  security  on NASDAQ  but is  traded  over-the-counter,
1.5(cent)  less than the  average of the  closing  bid and asked  prices for the
Registrable  Security on the  immediately  preceding  trading day as reported on
NASDAQ or the  Electronic  Bulletin  Board or in the  National  Daily  Quotation
Sheets, as applicable.

         "Person" means any individual, corporation, partnership, joint venture,
association,    joint-stock   company,   limited   liability   company,   trust,
unincorporated   organization   or  government  or  other  agency  or  political
subdivision thereof.

         "Piggyback Registration" has the meaning set forth in Section 7.

         "Register,  Registered  and  Registration"  refers  to  a  registration
effected by preparing and filing a registration statement or similar document in
compliance  with the  Securities  Act,  and the  declaration  or ordering by the
Commission of effectiveness of such registration statement or document.

         "Registrable  Securities" means: (i) Common Stock owned by Mr. Zeman on
the date hereof,  (ii) Common Stock  issuable upon the exercise of options (both
options  that are  currently  exercisable  and  options  that are not  currently
exercisable)  held by Mr.  Zeman on the date hereof  under the MPK Stock  Option
Plan;  (iii) Common Stock or other  securities  issued as (or issuable  upon the
conversion  or exercise of any warrant,  right or other  security that is issued
as) a dividend  or other  distribution  with  respect  to, or in exchange by the
Company generally for, or in replacement by the Company generally of, the Common
Stock  referred  to in (i) and (ii)  above;  and (iv) any  securities  issued in
exchange for such Common Stock in any merger or  reorganization  of the Company;
provided,  however, that Registrable Securities shall not include any securities
that  after  the date  hereof  have been  registered  and sold  pursuant  to the
Securities  Act or that  have  been  sold to the  public  pursuant  to Rule 144,
including  subsection  (k)  thereof,  or any  similar  rule  promulgated  by the
Commission pursuant to the Securities Act.

         "Registration Expenses" has the meaning set forth in Section 10.1.

         "Repurchase Agreement" has the meaning set forth in Section 3.

         "Repurchase Option" has the meaning set forth in Section 2.3.

         "Securities  Act"  means the  Securities  Act of 1933 and the rules and
regulations  of the Commission  thereunder,  all as the same may be in effect at
the time.

         "Selling  Holder"  means,  with  respect  to a  specified  registration
statement,   a  holder  whose  securities  are  included  in  such  registration
statement.

         "Shelf Registration Statement" has the meaning set forth in Section 4.

         "Shelf Registration Option" has the meaning set forth in Section 2.3.

         "Stock Purchase Agreement" means that certain Stock Purchase Agreement,
entered into as of February 2, 2001 between the Company and Mr. Zeman.

         "Transfer" means and includes the act of selling, giving, transferring,
creating a trust  (voting or  otherwise),  assigning or  otherwise  disposing of
(other than  pledging,  hypothecating  or otherwise  transferring  as security);
provided  however,  that any transfer or other  disposition  upon foreclosure or
other exercise of remedies of a secured creditor after an event of default under
or with respect to a pledge,  hypothecation  or other transfer as security shall
constitute a "Transfer".

         "Underwriters'  Representative" means the managing underwriter,  or, in
the case of a co-managed  underwriting,  the managing underwriter  designated as
the Underwriters' Representative by the co-managers.

         "Underwritten  Offering  Option"  has the  meaning set forth in Section
2.3.

         "Underwritten  Offering  Registration"  has the  meaning  set  forth in
Section 5.

         "Underwritten  Offering  Registration  Statement"  has the  meaning set
forth in Section 5.

         "Violation" has the meaning set forth in Section 11.1.

1.2.     Usage.
         -----

(i) References to a Person are also  references to its assigns and successors in
interest (by means of merger,  consolidation or sale of all or substantially all
the assets of such Person or otherwise, as the case may be).

(ii)  References to  Registrable  Securities  "owned" by Mr. Zeman shall include
Registrable Securities  beneficially owned by him but that are held of record in
the name of a nominee, trustee, custodian, or other agent.

(iii)  References  to a document  are to it as  amended,  waived  and  otherwise
modified  from time to time and  references  to a statute or other  governmental
rule  are to it as  amended  and  otherwise  modified  from  time to  time  (and
references  to any provision  thereof shall include  references to any successor
provision).

(iv) References to Sections are to sections hereof, unless the context otherwise
requires.

(v) The definitions set forth herein are equally applicable both to the singular
and plural  forms and the  feminine,  masculine  and  neuter  forms of the terms
defined.

(vi) The term  "including" and correlative  terms shall be deemed to be followed
by "without  limitation"  whether or not followed by such words or words of like
import.

(vii) The term "hereof" and similar terms refer to this Agreement as a whole.

(viii) The "date of" any  notice or request  given  pursuant  to this  Agreement
shall be determined in accordance with Section 15.2.

SECTION 2.        Registration Demands.
                  --------------------

2.1.  Registration Demands. Mr. Zeman shall have the right, subject to the terms
and conditions stated herein, to present a written demand to the Company that it
register for sale under the  Securities  Act a specified  number of  Registrable
Securities (each such demand, a "Registration Demand");  provided, however, that
the Company shall not be obligated to honor more than one Registration Demand in
each of calendar year 2001, 2002 and 2003 and provided  further that the Company
shall not be obligated to honor any Registration Demand that is presented at any
time when the Company's  registration  or purchase  obligations  pertaining to a
previously-presented  Registration  Demand  have  not yet  been  completed.  Any
Registration Demand shall be in writing, addressed to the Company at the address
set forth in Section  15.2 below,  and shall  specify the number of  Registrable
Securities  subject  to the  Registration  Demand.  Mr.  Zeman  may  withdraw  a
previously-presented  Registration  Demand at any time prior to the  Transfer of
the Registrable  Securities  subject to such Registration  Demand, but upon such
withdrawal the Company will be deemed to have honored such  previously-presented
Registration  Demand  and  the  Company  shall  not be  required  to  honor  any
additional Registration Demands made during the same calendar year.

2.2. Previous Intent to Register Securities.  The Company shall not be obligated
to  honor a  Registration  Demand  if,  within  15 days  after  the date of such
Registration Demand, the Company notifies Mr. Zeman that, prior to the Company's
receipt  of such  Registration  Demand,  the  Company  had a plan  or  intention
promptly to register equity securities under the Securities Act. Mr. Zeman shall
have rights to  participate  in any such  registration  on the terms provided in
Section 7 hereof.  If the Company invokes its right pursuant to Section 2.2 with
respect to a particular  Registration Demand, Mr. Zeman shall not be deemed, for
purposes  of  Section  2.1,  to have made such  Registration  Demand  during the
relevant calendar year.

2.3.  Company  Option.  If the Company has not provided the notice  specified in
Section 2.2 hereof,  then within 15 days  following  the date of a  Registration
Demand, the Company will reply (the "Company Reply") to Mr. Zeman and notify him
as to whether  it has  elected  to  repurchase  the  Registrable  Securities  in
accordance  with  Section 3 hereof (the  "Repurchase  Option"),  to file a Shelf
Registration   Statement  in  accordance  with  Section  4  hereof  (the  "Shelf
Registration Option") or to file an Underwritten Offering Registration Statement
in accordance with Section 5 hereof (the "Underwritten Offering Option"). In the
event the Company  shall fail to reply  within such 15-day  period,  it shall be
deemed to have elected the Shelf Registration  Option. The Company Reply will be
in writing,  addressed  to Mr.  Zeman at the  address set forth in Section  15.2
hereof.

SECTION 3.        Repurchase Option.
                  -----------------

                  If,  following  the  receipt  of a  Registration  Demand,  the
Company timely notifies Mr. Zeman that it has chosen the Repurchase  Option, the
Company shall purchase from Mr. Zeman the Registrable  Securities  identified in
such  Registration  Demand.  The closing of such purchase  shall take place on a
date (the "Closing Date")  mutually-agreed  upon by the parties, but which shall
in no event be later  than 10 days  after  the date of the  Company  Reply.  The
parties shall enter into an agreement (the "Repurchase Agreement") to effectuate
the purchase.  The per share price of the  Registrable  Securities  shall be the
Market Price as of the date of the Company  Reply and the  Repurchase  Agreement
shall have such other terms as are  substantially  the same as the terms  (other
than the terms as to price and quantity) in the Stock Purchase Agreement.

SECTION 4.        Shelf Registration Option.
                  -------------------------

                  If,  following  the  receipt  of a  Registration  Demand,  the
Company timely  notifies or is deemed to notify Mr. Zeman that it has chosen the
Shelf Registration  Option, the Company shall, within 45 days of the date of the
Registration  Demand,  cause to be  filed  with the  Commission  a  registration
statement in accordance  with the Securities Act for an offering on a delayed or
continuous  basis  pursuant  to Rule 415  under  the  Securities  Act (a  "Shelf
Registration  Statement" and the related registration,  a "Shelf Registration"),
and the Company shall include therein the Registrable  Securities  identified in
such  Registration  Demand.  The  Company  shall  keep such  Shelf  Registration
Statement Continuously Effective for no less than 30 calendar days or until such
earlier  date as of  which  all the  Registrable  Securities  under  such  Shelf
Registration Statement shall have been disposed of in a manner described in such
Shelf Registration  Statement.  Notwithstanding the foregoing, if for any reason
the effectiveness or utilization of a Shelf Registration  Statement is suspended
as  permitted  by Section  6.1,  the  foregoing  period shall be extended by the
aggregate number of days of such suspension or postponement.

SECTION 5.        Underwritten Offering Option.
                  ----------------------------
5.1. General.  If, following the receipt of a Registration  Demand,  the Company
timely notifies Mr. Zeman that it has chosen the  Underwritten  Offering Option,
the Company shall, within 75 days of the of the Registration Demand, cause to be
filed with the Commission a registration  statement under the Securities Act (an
"Underwritten Offering Registration Statement",  and the related registration an
"Underwritten Offering  Registration") and the Company shall include therein the
Registrable Securities identified in such Registration Demand.  Thereafter,  the
Company shall use its reasonable best efforts to have the Underwritten  Offering
Registration  Statement  declared  effective under the Securities Act as soon as
reasonably practicable.

5.2.  Marketing  Campaign.  The offering  relating to an  Underwritten  Offering
Registration  shall be underwritten.  The Company shall cooperate with Mr. Zeman
and the  underwriter  or  underwriters  for  such  offering  in  developing  and
conducting  an  organized  marketing  campaign  and "road show" (the  "Marketing
Campaign") relating to such Underwritten  Offering  Registration.  The Marketing
Campaign shall be of such  intensity and duration,  and have such other features
as  are  deemed  appropriate,  taking  into  account  the  market  value  of the
Registrable Securities to be offered, by the Underwriter's  Representative.  The
Company will make available its officers, accountants,  counsel, premises, books
and records for the purpose of developing the Marketing Campaign.

5.3.  Effectiveness.  The Company shall use its reasonable  best efforts to keep
the Underwritten Offering Registration  Statement  Continuously Effective for up
to 60 calendar  days or until such earlier date as of which all the  Registrable
Securities under the  Underwritten  Offering  Registration  Statement shall have
been  disposed  of  in  the  manner  described  in  the  Underwritten   Offering
Registration  Statement.  Notwithstanding  the foregoing,  if for any reason the
effectiveness of a Underwritten Offering Registration  Statement is suspended or
postponed as permitted by Section 6.1, the foregoing period shall be extended by
the aggregate number of days of such suspension or postponement.

SECTION 6.        Restrictions Applicable To All Registration Statements.

6.1.  Postponement Due to Material Nonpublic  Information.  The Company shall be
entitled for up to 100 days to postpone the filing, effectiveness, supplementing
or amending of any registration  statement otherwise required to be prepared and
filed pursuant to this Agreement or to suspend the utilization  thereof,  if the
Board of  Directors of the Company  determines  that such  registration  and the
Transfer of Registrable Securities contemplated thereby would interfere with any
material   financing,   acquisition,   disposition,   reorganization   or  other
transaction  involving the Company or any of its  subsidiaries  or would require
premature disclosure of any material information relating to the Company and the
Company promptly gives Mr. Zeman notice of such determination.  Mr. Zeman hereby
acknowledges  that any notice given by the Company  pursuant to this Section 6.1
shall  constitute  material  non-public  information  and that the United States
securities  laws  prohibit  any Person who has material  non-public  information
about a company from  purchasing  or selling  securities of such company or from
communicating such information to any other Person under  circumstances in which
it is reasonably foreseeable that such Person is likely to purchase or sell such
securities.

6.2.  Underwriters.   If  a  Shelf  Registration  or  an  Underwritten  Offering
Registration  pursuant  to this  Agreement  involves  an  underwritten  offering
(whether on a "firm  commitment",  "best  efforts" or "all  reasonable  efforts"
basis or otherwise),  the Company shall select the underwriter or underwriter to
conduct the offering,  subject to Mr. Zeman's approval;  provided,  however that
such approval shall not be unreasonably withheld.

6.3.  Registration of Multiple Classes of Registrable  Securities.  Whenever the
Company  shall  effect  an  Underwritten   Offering   Registration  or  a  Shelf
Registration  pursuant  to  this  Agreement,  if Mr.  Zeman  has  requested  the
inclusion  therein  of more than one  class of  Registrable  Securities  and the
Underwriters'  Representative  advises  Mr.  Zeman  that,  in its  opinion,  the
inclusion  of more  than one class of  Registrable  Securities  would  adversely
affect  such  offering,  Mr.  Zeman  shall  decide  which  class of  Registrable
Securities   shall  be  included  therein  in  such  offering  and  the  related
registration and the other class shall be excluded.

SECTION 7.        Piggyback Registration.

7.1. If at any time the Company  proposes  to  register  Common  Stock under the
Securities Act in connection with a public offering solely for cash on Form S-1,
S-2 or S-3 (or any replacement or successor  forms),  the Company shall promptly
give Mr. Zeman written notice of such registration.  Upon the written request of
Mr.  Zeman  given as  promptly as  practicable  but in any event  within 20 days
following  the date of such  notice,  the Company  shall cause to be included in
such  registration  statement  and use its  reasonable  efforts to be registered
under the Securities  Act all the  Registrable  Securities  that Mr. Zeman shall
have requested to be registered  (any such  registration  in which Mr. Zeman may
participate  pursuant  to this  Section 7.1 being  referred  to as a  "Piggyback
Registration");  provided, however, that such right of inclusion shall not apply
to any  registration  statement  covering an offering of securities  convertible
into or exchangeable for Common Stock. The Company shall have the absolute right
to delay,  withdraw or cease to prepare or file any  registration  statement for
any offering referred to in this Section 7.1 without any obligation or liability
to Mr. Zeman, it being  understood that any  Registrable  Securities  previously
included  in any such  withdrawn  Registration  Statement  shall not cease to be
Registrable  Securities by reason of such  inclusion or withdrawal  and it being
further understood that Mr. Zeman's rights under Section 2.1 hereof shall not be
affected thereby or by an exclusion of his Registrable  Securities under Section
7.2.

7.2. If the Underwriters'  Representative  shall advise the Company that, in its
opinion,  the amount or type of Registrable  Securities requested to be included
in such  registration  would  adversely  affect  such  offering,  or the  timing
thereof,  then the Company will include in such  registration,  to the extent of
the amount and class which the Company is so advised  can be sold  without  such
adverse effect in such offering:  first,  all securities  proposed to be sold by
the Company for its own account; second, the Registrable Securities requested to
be  included  in such  registration  pursuant  to this  Section 7, and all other
securities  being  registered  pursuant to the  exercise of  contractual  rights
comparable  to the  rights  granted  in this  Section  7, pro rata  based on the
estimated gross proceeds from the sale thereof;  and third, all other securities
requested to be included in such registration.

SECTION  8.       Registration  Procedures.  Whenever  required  under  this
Agreement to effect the registration of any Registrable Securities,  the Company
shall:

8.1.  Furnish copies to one firm of counsel for Mr. Zeman,  prior to filing,  of
any documents relating to the registration of any Registrable Securities, in the
form substantially as proposed to be filed with the Commission.

8.2.  Prepare and file with the Commission  such  amendments and  supplements to
such  registration  statement and the  prospectus  used in connection  with such
registration  statement as may be necessary to comply with the provisions of the
Securities  Act and rules  thereunder  with  respect to the  disposition  of all
securities  covered by such registration  statement.  Subject to Section 6.1, if
the  registration is for an underwritten  offering,  the Company shall amend the
registration  statement or supplement  the prospectus  whenever  required by the
terms of the underwriting agreement related to such offering. Subject to Section
6.1, if the  registration  statement  is for a Shelf  Registration,  the Company
shall amend the  registration  statement or supplement the prospectus so that it
will remain current and in compliance  with the  requirements  of the Securities
Act for the period  specified  in Section 4, and if during such period any event
or  development  occurs  as a result  of which  the  registration  statement  or
prospectus  contains  a  misstatement  of a  material  fact or  omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  the Company shall promptly notify Mr. Zeman,  amend the
registration statement or supplement the prospectus so that each will thereafter
comply  with the  Securities  Act and  furnish  to Mr.  Zeman  such  amended  or
supplemented prospectus, which Mr. Zeman shall thereafter use in the Transfer of
Registrable Securities covered by such registration statement.  Pending any such
amendment  or  supplement  described  in this Section 8.2, Mr. Zeman shall cease
making  offers  or  Transfers  of  Registrable  Shares  pursuant  to  the  prior
prospectus.  If any Registrable  Securities included in a registration statement
subject  to, or  required  by, this  Agreement  remain  unsold at the end of the
period  during which the Company is obligated to use its  reasonable  efforts to
maintain the effectiveness of such registration statement,  the Company may file
a  post-effective  amendment to the  registration  statement  for the purpose of
removing such Registrable Securities from registered status.

8.3.  Furnish  to Mr.  Zeman,  without  charge,  such  numbers  of copies of the
registration statement,  any pre-effective or post-effective  amendment thereto,
the  prospectus,  including  each  preliminary  prospectus and any amendments or
supplements  thereto,  in each case in conformity  with the  requirements of the
Securities  Act, and such other  related  documents as Mr. Zeman may  reasonably
request in order to facilitate the disposition of Registrable  Securities  owned
by him.

8.4.  Use its  reasonable  efforts  (i) to register  and qualify the  securities
covered by such  registration  statement under such other securities or Blue Sky
laws of such states where an exemption from registration is not available and as
shall be reasonably  requested by any Underwriters'  Representative  and (ii) to
obtain  the  withdrawal  of  any  order   suspending  the   effectiveness  of  a
registration  statement,  or the lifting of any suspension of the  qualification
(or  exemption  from  qualification)  of the  offer and  transfer  of any of the
Registrable Securities in any state, at the earliest possible moment;  provided,
however,  that the Company shall not be required in connection therewith or as a
condition  thereto to qualify to do business or to consent to general service of
process in any state.

8.5. In the event of any underwritten  offering,  use its reasonable  efforts to
enter  into  and  perform  its  obligations  under  an  underwriting   agreement
(including  indemnification  and contribution  obligations of underwriters),  in
usual and customary form, with the managing  underwriter or underwriters of such
offering.

8.6.  Promptly  notify Mr.  Zeman of any stop order issued or  threatened  to be
issued by the Commission in connection therewith and take all reasonable actions
required to prevent the entry of such stop order or to remove it if entered.

8.7. Make available for inspection by Mr. Zeman,  any underwriter  participating
in such  offering and the  representatives  of Mr.  Zeman and the  Underwriter's
Representative,  all  financial  and other  information  as shall be  reasonably
requested by them, and provide Mr. Zeman, any underwriter  participating in such
offering  and  the   representatives   of  Mr.   Zeman  and  the   Underwriters'
Representative the reasonable opportunity to discuss the business affairs of the
Company  with  its  principal   executives  and  with  the  independent   public
accountants who have certified the audited financial statements included in such
registration statement, in each case all as necessary to enable them to exercise
their due diligence responsibility under the Securities Act; provided,  however,
that  information  that the Company  determines to be confidential  and that the
Company  advises such Person in writing is  confidential  shall not be disclosed
unless such Person signs a confidentiality  agreement reasonably satisfactory to
the  Company  and  agrees  to  be  responsible   for  such  Person's  breach  of
confidentiality on terms reasonably satisfactory to the Company.

8.8. Use its reasonable  efforts to obtain a so-called "comfort letter" from the
independent public accountants of the Company,  and legal opinions of counsel to
the Company  addressed to Mr. Zeman, in customary form and covering such matters
of the type  customarily  covered by such  letters,  and in a form that shall be
reasonably  satisfactory  to Mr. Zeman.  Delivery of any such comfort  letter or
opinion   shall  be   subject  to  the   recipient   furnishing   such   written
representations  or  acknowledgements  as are  customarily  provided  by selling
shareholders who receive such comfort letters or opinions.

8.9. Use its reasonable  efforts to cause the Registrable  Securities covered by
such  registration  statement  (i) if then  listed on a  securities  exchange or
included  for  quotation in a recognized  trading  market,  to continue to be so
listed or included for a reasonable period of time after the offering,  and (ii)
to be  registered  with or  approved  by  such  other  United  States  or  state
governmental  agencies  or  authorities  as may be  necessary  by  virtue of the
business and  operations  of the Company to enable Mr. Zeman to  consummate  the
disposition of such Registrable Securities.

8.10. Take such other actions as are reasonably required in order to expedite or
facilitate  the  disposition  of  Registrable  Securities  included in each such
registration.

SECTION 9.        Mr. Zeman's Obligations.  It shall be a condition precedent to
the obligation of the Company to take any action pursuant to this Agreement with
respect to Mr. Zeman's Registrable Securities that he shall:

9.1. Furnish to the Company such information  regarding  himself,  the number of
Registrable  Securities  owned by him, and the intended method of disposition of
such  securities  as  shall  be  required  to  effect  the  registration  of his
Registrable  Securities,  and to  cooperate  fully with the Company in preparing
such registration.

9.2. In the event of a  Piggyback  Registration,  agree to sell his  Registrable
Securities to the underwriters at the same price and on  substantially  the same
terms and  conditions as the Company has agreed to sell its  securities,  and to
execute the underwriting agreement agreed to by the Company.

SECTION 10.         Expenses of Registration.  Expenses in connection with
registrations pursuant to this Agreement shall be allocated and paid as follows:

10.1.  With  respect  to  each  Underwritten  Offering  Registration  and  Shelf
Registration, the Company shall bear and pay all expenses incurred in connection
with any registration,  filing, or qualification of Registrable  Securities with
respect to such  Registration,  including all registration,  filing and National
Association of Securities Dealers, Inc. fees, all fees and expenses of complying
with securities or blue sky laws, all printing expenses,  messenger and delivery
expenses,  the fees and  disbursements  of counsel for the  Company,  and of the
independent  public  accountants  for the  Company,  including  the  expenses of
"comfort"  letters  required by or incident to such  performance  and compliance
(the  "Registration   Expenses"),   but  excluding  underwriting  discounts  and
commissions relating to Registrable Securities,  Commission filing fees relating
to  Registrable  Securities  and all fees and expenses of counsel for Mr. Zeman,
which expenses shall be paid by Mr. Zeman;  provided,  however, that the Company
shall not be required to pay for any  expenses  of any  registration  proceeding
begun pursuant to this Agreement if the  registration is subsequently  withdrawn
at Mr. Zeman's request (in which case Mr. Zeman shall bear such expenses).

10.2.  The  Company  shall bear and pay all  Registration  Expenses  incurred in
connection with any Piggyback  Registrations pursuant to Section 7 but excluding
underwriting discounts and commissions relating to Registrable  Securities,  the
portion of the Commission filing fee attributable to the Registrable  Securities
and all fees and expenses of counsel for Mr. Zeman, which expenses shall be paid
by Mr. Zeman.

SECTION 11.         Indemnification; Contribution. If any Registrable Securities
are included in a registration statement under this Agreement:

11.1. To the extent permitted by applicable law, the Company shall indemnify and
hold harmless Mr. Zeman against any and all losses, claims, damages, liabilities
and  expenses  (joint or  several),  including  reasonable  attorneys'  fees and
disbursements and reasonable  expenses of investigation,  incurred by such party
pursuant to any actual or threatened action, suit,  proceeding or investigation,
or to which any of the foregoing  Persons may otherwise become subject under the
Securities Act, the Exchange Act or other federal or state laws, insofar as such
losses, claims, damages, liabilities and expenses arise out of or are based upon
any of  the  following  statements,  omissions  or  violations  (collectively  a
"Violation"):

(i) Any  untrue  statement  or  alleged  untrue  statement  of a  material  fact
contained in such registration  statement,  including any preliminary prospectus
or final prospectus contained therein, or any amendments or supplements thereto;
or

(ii) The omission or alleged  omission to state therein a material fact required
to  be  stated  therein,  or  necessary  to  make  the  statements  therein  not
misleading; provided, however, that the indemnification required by this Section
11.1  shall not apply to amounts  paid in  settlement  of any such loss,  claim,
damage,  liability or expense if such settlement is effected without the consent
of the Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim,  damage,  liability
or expense to the extent that it arises out of or is based upon a Violation that
occurs in reliance upon and in conformity with information  furnished in writing
to the Company by the  indemnified  party  expressly for use in connection  with
such registration.

11.2. To the extent  permitted by applicable  law, Mr. Zeman shall indemnify and
hold  harmless the Company,  each of the  directors of the Company,  each of the
officers of the Company who shall have signed the registration  statement,  each
Person,  if any, who controls the Company  within the meaning of the  Securities
Act, any other Selling Holder,  any controlling Person of any such other Selling
Holder and each officer,  director,  partner, and employee of such other Selling
Holder and such controlling Person, against any and all losses, claims, damages,
liabilities and expenses (joint and several),  including  reasonable  attorneys'
fees and  disbursements and reasonable  expenses of  investigation,  incurred by
such party  pursuant to any actual or  threatened  action,  suit,  proceeding or
investigation,  or to which any of the foregoing  Persons may  otherwise  become
subject  under the  Securities  Act, the Exchange Act or other  federal or state
laws, but only insofar as such losses, claims, damages, liabilities and expenses
arise out of or are based upon any  Violation,  in each case to the extent  that
such Violation arises out of or is based upon information furnished by Mr. Zeman
in writing  expressly for use in connection  with such  registration;  provided,
however,  that (x) any  indemnification  required by this Section 11.2 shall not
apply to amounts paid in settlement of any such loss, claim,  damage,  liability
or expense if such  settlement  is effected  without  the  consent of Mr.  Zeman
(which consent shall not be unreasonably withheld) and (y) in no event shall the
amount of any indemnity  under this Section 11.2 exceed the gross  proceeds from
the applicable offering received by Mr. Zeman.

11.3.  Promptly after receipt by an  indemnified  party under this Section 11 of
notice of the  commencement of any action,  suit,  proceeding,  investigation or
threat thereof made in writing for which such indemnified party may make a claim
under this Section 11, such indemnified  party shall deliver to the indemnifying
party a written notice thereof and the  indemnifying  party shall have the right
to participate in, and, to the extent the indemnifying party so desires, jointly
with any other  indemnifying  party  similarly  noticed,  to assume the  defense
thereof with counsel mutually  satisfactory to the parties;  provided,  however,
that an indemnified  party shall have the right to retain its own counsel,  with
the fees and disbursements and expenses to be paid by the indemnifying party, if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a reasonable  time following the  commencement of any
such action, if prejudicial to its ability to defend such action,  shall relieve
such  indemnifying  party of any liability to the  indemnified  party under this
Section  11  to  the  extent  of  such  prejudice  but  shall  not  relieve  the
indemnifying  party of any liability that it may have to any  indemnified  party
otherwise  than  pursuant to this Section 11. Any fees and expenses  incurred by
the indemnified  party  (including any fees and expenses  incurred in connection
with  investigating  or preparing to defend such action or proceeding)  shall be
paid to the indemnified  party, as incurred,  within thirty (30) days of written
notice thereof to the indemnifying party (regardless of whether it is ultimately
determined  that  an  indemnified  party  is  not  entitled  to  indemnification
hereunder).  Any such indemnified  party shall have the right to employ separate
counsel  in any such  action,  claim or  proceeding  and to  participate  in the
defense thereof, but the fees and expenses of such counsel shall be the expenses
of such indemnified  party unless (i) the  indemnifying  party has agreed to pay
such fees and  expenses  or (ii) the  indemnifying  party  shall have  failed to
promptly  assume the defense of such action,  claim or  proceeding  or (iii) the
named parties to any such action,  claim or proceeding  (including any impleaded
parties)  include both such indemnified  party and the  indemnifying  party, and
such indemnified  party shall have been advised by counsel that there may be one
or more legal defenses available to it that are different from or in addition to
those  available  to the  indemnifying  party  and  that the  assertion  of such
defenses  would create a conflict of interest such that counsel  employed by the
indemnifying  party could not  faithfully  represent the  indemnified  party (in
which case, if such indemnified party notifies the indemnifying party in writing
that it elects to employ  separate  counsel at the  expense of the  indemnifying
party, the indemnifying  party shall not have the right to assume the defense of
such action,  claim or proceeding on behalf of such indemnified  party, it being
understood,  however,  that the indemnifying party shall not, in connection with
any one such action,  claim or proceeding or separate but substantially  similar
or related actions,  claims or proceedings in the same jurisdiction  arising out
of the same general  allegations or circumstances,  be liable for the reasonable
fees and expenses of more than one separate  firm of  attorneys  (together  with
appropriate local counsel) at any time for all such indemnified parties,  unless
in the reasonable  judgment of such indemnified party a conflict of interest may
exist between such indemnified  party and any other of such indemnified  parties
with  respect  to  such  action,  claim  or  proceeding,   in  which  event  the
indemnifying  party  shall be  obligated  to pay the fees and  expenses  of such
additional counsel or counsels).

11.4. If the  indemnification  required by this Section 11 from the indemnifying
party is unavailable to an indemnified party hereunder in respect of any losses,
claims, damages, liabilities or expenses referred to in this Section 11:

(i) The  indemnifying  party, in lieu of indemnifying  such  indemnified  party,
shall  contribute to the amount paid or payable by such  indemnified  party as a
result  of  such  losses,  claims,  damages,  liabilities  or  expenses  in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party and  indemnified  parties in connection  with the actions that resulted in
such losses,  claims,  damages,  liabilities  or expenses,  as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified parties shall be determined by reference to, among other things,
whether any Violation has been committed by, or relates to information  supplied
by, such indemnifying  party or indemnified  parties,  and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such Violation. The amount paid or payable by a party as a result of the losses,
claims,  damages,  liabilities and expenses referred to above shall be deemed to
include,  subject to the limitations set forth in Section 11.1 and Section 11.2,
any  legal  or other  fees or  expenses  reasonably  incurred  by such  party in
connection with any investigation or proceeding.

(ii) The  parties  hereto  agree  that it would  not be just  and  equitable  if
contribution  pursuant  to  this  Section  11.4  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in Section 11.4(i). No Person guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act) shall be entitled to  contribution  from any Person who was not
guilty of such fraudulent misrepresentation.

11.5. If  indemnification  is available under this Section 11, the  indemnifying
parties shall  indemnify each  indemnified  party to the full extent provided in
this Section 11 without regard to the relative fault of such indemnifying  party
or indemnified party or any other equitable consideration referred to in Section
11.4.

11.6.  The  obligations of the Company and Mr. Zeman under this Section 11 shall
survive the termination of this Agreement.

SECTION 12.  Holdback.  (a) Mr.  Zeman,  if so  requested  by the  Underwriters'
Representative  in connection  with an offering of any  securities  covered by a
registration  statement filed by the Company,  whether or not his securities are
included  therein,  shall not effect any public sale or  distribution  of Common
Stock or any securities  convertible  into or  exchangeable  or exercisable  for
Common  Stock,  including a sale pursuant to Rule 144 under the  Securities  Act
(except as part of such  underwritten  registration),  during the 15-day  period
prior to, and during the 90-day period beginning on, the date such  registration
statement is declared  effective under the Securities Act by the Commission.  In
order to enforce the foregoing covenant, the Company shall be entitled to impose
stop-transfer  instructions with respect to Mr. Zeman's  Registrable  Securities
until the end of such period.  Mr. Zeman shall have the right to  participate in
any such registration on the terms provided in Section 7 hereof.

                  (b) The  Company  agrees  not to  effect  any  public  sale or
distribution of its equity  securities,  or any securities  convertible  into or
exchangeable or exercisable for such securities,  during the 15-day period prior
to and during the 90-day  period  beginning on the  effective  date of any Shelf
Registration  Statement or Underwritten Offering Registration  Statement (except
pursuant  to  (i)  registrations  on  Form  S-8  or  any  successor  form,  (ii)
registrations  on Form S-4 or any  successor  form and  (iii)  registrations  of
securities in connection with a dividend reinvestment plan on form(s) applicable
to such  securities)  unless  the  Underwriter's  Representative  for such Shelf
Registration or Underwritten Offering Registration otherwise agrees.

SECTION 13.         Amendment, Modification and Waivers; Further Assurances.


(i) This Agreement may be amended only with the express  written  consent of the
Company and Mr. Zeman.

(ii) No waiver of any term or condition  of this  Agreement  shall  operate as a
waiver of any  other  breach of such  term and  condition  or any other  term or
condition,  nor shall any failure to enforce any provision  hereof  operate as a
waiver of such  provision or of any other  provision  hereof.  No written waiver
hereunder, unless it by its own terms explicitly provides to the contrary, shall
be construed to effect a continuing waiver of the provisions being waived and no
such waiver in any instance  shall  constitute a waiver in any other instance or
for any other  purpose or impair the right of the party against whom such waiver
is claimed in all other  instances  or for all other  purposes  to require  full
compliance with such provision.

(iii) Each of the parties hereto shall execute all such further  instruments and
documents  and take all such  further  action  as any  other  party  hereto  may
reasonably  require  in order to  effectuate  the  terms  and  purposes  of this
Agreement.

SECTION 14.         Assignment.  Neither  party  shall  assign  its  rights  and
obligations under this agreement without the express written consent of the
other party.

SECTION 15.         Miscellaneous.

15.1.  Governing Law. This  Agreement,  and the  application  or  interpretation
thereof,  shall be governed exclusively by its terms and by the internal laws of
the State of  Illinois,  without  regard to  principles  of conflicts of laws as
applied in the State of Illinois or any other  jurisdiction  which,  if applied,
would result in the  application of any laws other than the internal laws of the
State of Illinois.

15.2.  Notices.  All notices and requests given pursuant to this Agreement shall
be in writing and shall be made by  hand-delivery,  first-class mail (registered
or certified,  return receipt  requested),  confirmed facsimile or overnight air
courier  guaranteeing  next  business  day  delivery  to  the  relevant  address
specified  below.  Except as otherwise  provided in this Agreement,  the date of
each such notice and  request  shall be deemed to be, and the date on which each
such notice and request  shall be deemed given shall be: at the time  delivered,
if  personally  delivered  or  mailed;  when  receipt is  confirmed,  if sent by
facsimile;  and the next business day after timely  delivery to the courier,  if
sent by overnight air courier guaranteeing next business day delivery.

                  If to the Company, to:

                  CDW Computer Centers, Inc.
                  200 North Milwaukee Ave.
                  Vernon Hills, IL 60061
                  Attention:  Chief Financial Officer
                  Facsimile No.: (847) 465-6826

                  with a copy to:

                  Sidley & Austin
                  Bank One Plaza
                  10 South Dearborn Street
                  Chicago, IL 60603
                  Attn: Thomas A. Cole
                  Facsimile No.: (312) 853-7036

                  If to Mr. Zeman, to:

                  Gregory C. Zeman
                  4472 Wellington Drive
                  Long Grove, IL 60047
                  Facsimile No.: (847) 478-0995

                  with a copy to:

                  Godfrey & Kahn, S.C.
                  780 North Water Street
                  Milwaukee, WI 53202
                  Attn: Randall J. Erickson
                  Facsimile: (414) 273-5198

15.3.  Entire  Agreement;  Integration.  This  Agreement  supersedes  all  prior
agreements  between  or among any of the  parties  hereto  with  respect  to the
subject  matter   contained   herein  and  therein,   and  embodies  the  entire
understanding among the parties relating to such subject matter.

15.4.  Section Headings.  Section headings are for convenience of reference only
and shall not affect the meaning of any provision of this Agreement.

15.5.   Counterparts.   This   Agreement  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be an  original,  and all of  which  shall
together  constitute one and the same instrument.  All signatures need not be on
the same counterpart.

15.6.  Severability.  If any  provision  of this  Agreement  shall be invalid or
unenforceable, such invalidity or unenforceability shall not affect the validity
and  enforceability  of the remaining  provisions of this Agreement,  unless the
result  thereof would be  unreasonable,  in which case the parties  hereto shall
negotiate in good faith as to appropriate amendments hereto.

15.7.  Termination.  This  Agreement  may be terminated at any time by a written
instrument  signed by the Company and Mr.  Zeman.  Unless  sooner  terminated in
accordance with the preceding  sentence,  this Agreement (other than Section 11)
shall  terminate  in its  entirety  on the  earlier of (a) the date on which Mr.
Zeman shall no longer hold any  Registrable  Securities and (b) the later of (i)
December 31, 2003 and (ii) the completion of  transactions  contemplated  by any
Registration Demand presented during calendar year 2003.

15.8. Submission to Jurisdiction. Each of the parties hereto irrevocably submits
and consents to the  jurisdiction  of the United States  District  Court for the
Northern  District  of  Illinois  in  connection  with any action or  proceeding
arising  out of or  relating  to this  Agreement,  and  irrevocably  waives  any
immunity from  jurisdiction  thereof and any claim of improper venue,  forum non
conveniens or any similar  basis to which it might  otherwise be entitled in any
such action or proceeding.



<PAGE>


                  IN WITNESS  WHEREOF,  this Agreement has been duly executed by
the parties hereto as of the date first written above.

                           CDW COMPUTER CENTERS, INC.



                           By:   /s/ Harry J. Harczak
                                 --------------------
                           Name: Harry J. Harczak
                           Its:  Chief Financial Officer,
                                 Treasurer and Secretary




                                 /s/ Gregory C. Zeman
                                 --------------------
                                 Gregory C. Zeman