<PAGE>
 
                                                                  EXHIBIT 10(ee)

                          NOTE MODIFICATION AGREEMENT

     NOTE MODIFICATION AGREEMENT made as of November 30, 1998 (the "Agreement"),
between MACFARLAN REALTY PARTNERS, L.L.C., a Texas limited liability company
having its principal place of business at 3838 Oak Lawn Avenue, Suite 400,
Dallas, Texas  75219, referred to herein as the "Borrower," and COMPUCOM
SYSTEMS, INC.,  a Delaware corporation having its principal place of business at
7171 Forest Lane, Dallas, Texas 75230, referred to herein as the "Lender."

                                R E C I T A L S
                                - - - - - - - -

     A.  The Lender has extended the Borrower a term loan which is presently
evidenced by a Promissory Note in the original principal sum of $7,840,000 made
by the Borrower payable to the order of the Lender dated December 30, 1997 (the
"Note").

     B.  The Note and all of the obligations of the Borrower thereunder and all
documents and instruments and agreements executed in connection therewith are
secured by, among other things, liens against certain real property commonly
known as 10100 North Central Expressway, Dallas, Texas, pursuant to the terms of
a Deed of Trust (with Security Agreement, Assignment of Rents and Leases and
Financing Statement) made by the Borrower in favor of Frederick J. Fowler, as
trustee for the use and benefit of the Lender dated as of December 30, 1997 (the
"Deed of Trust"), which has been recorded at Volume 98001, Page 6731 of the Deed
of Trust records of the Dallas County, Texas.

     C.  The Lender is the holder and beneficial owner of the Note and the Deed
of Trust.

     D.  The Note matured on October 31, 1998.  The parties have agreed (a) to
extend the maturity date of the Note as hereinafter provided, and (b) to modify
the terms of payment as hereinafter provided.

     NOW THEREFORE, in consideration of the above recitals and the mutual
covenants and agreements of the parties hereto and for other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

     1.  Extension of Maturity Date of Note.  The maturity date of the Note is
         ----------------------------------                                   
hereby changed and extended to March 30, 1999.

     2.  Amendment of Payment Provision of Note.  Section 3 of the Note is
         --------------------------------------                           
hereby amended to read in its entirety as it follows:

          "3.  Payment of Principal and Interest.  The principal and accrued
               ---------------------------------                            
     interest of this Note shall be due and payable in one installment on March
     30, 1999.  The principal and interest due hereunder shall be evidenced by
     the Lender's records which, absent



NOTE MODIFICATION AGREEMENT - Page 1
---------------------------
<PAGE>
 
     manifest error, shall be conclusive evidence of the computation of
     principal and interest balances owed by the Borrower to the Lender."

     3.   Acknowledgment of Payment of Interest.  The Lender acknowledges that
          -------------------------------------                               
the Borrower has paid interest on the Note through November 30, 1998.

     4.  Limitation on Agreements.  The agreements set forth herein are limited
         ------------------------                                              
precisely as written and shall not be deemed (i) to be a waiver or waivers of or
a consent or consents to the modification of or deviation from any other term or
condition of the Note or of any of the other instruments or agreements referred
to therein, or (ii) to prejudice any right or rights which the Lender may now
have or may have in the future under or in connection with the Note or any of
the other instruments, agreements or other documents referred to therein.

     5.   Confirmation of Continued Effectiveness of Security.  The Borrower
          ---------------------------------------------------               
hereby confirms and agrees that the Deed of Trust shall continue to secure, in
the same manner and to the same extent provided therein, the payment and
performance of the Note as modified by this Agreement.  The Borrower further
confirms that the Deed of Trust is hereby renewed in favor of the trustee
thereunder for the use and benefit of the Lender and in favor of the Lender.

     6.  Representation and Warranties.  The Borrower hereby represents and
         -----------------------------                                     
warrants that (a) it is the sole legal and beneficial owner of the property
described in the Deed of Trust; (b) the lien, security interest and rights under
the Deed of Trust constitute a first lien security interest and right against
the property therein described; (c) the Borrower has the full power and
authority to make the agreements contained in this instrument without the
joinder or consent of any other person or entity, and the execution hereof by
the Borrower has been authorized by all required action; (d) the execution,
delivery and performance of this Agreement will not contravene or constitute a
default under any agreement to which the Borrower is a party or by which the
Borrower or any of its property is or may be bound; and (e) there exists no
default under the Note or the Deed of Trust (other than the payment default as
of October 31, 1998, which has been cured by the execution of this Agreement).
The Borrower agrees to indemnify and hold the Lender harmless from and against
any loss, claim, damage, liability, or expense (including without limitation
attorneys' fees) incurred as a result of any representation or warranty made by
it herein proving to be untrue or incorrect in any material respect.

     7.  Counterpart Execution.  This Agreement may be executed in one or more
         ---------------------                                                
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.

     8.   Notice of Final Agreement.  THIS WRITTEN AGREEMENT REPRESENTS THE
          -------------------------                                        
FINAL AGREEMENT BETWEEN THE BORROWER AND THE LENDER AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE
BORROWER AND THE LENDER.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
BORROWER AND THE LENDER.



NOTE MODIFICATION AGREEMENT - Page 2
---------------------------
<PAGE>
 
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.


                              MACFARLAN REALTY PARTNERS, L.L.C.



                              By  /s/ D. Dean MacFarlan
                                 -------------------------------------
                                 D. Dean MacFarlan
                                 Chairman and Chief Executive Officer



STATE OF TEXAS      (S)
                    (S)
COUNTY OF DALLAS    (S)

     This instrument was acknowledged before me on the 30th day of November,
1998, by D. Dean MacFarlan, the Chairman and Chief Executive Officer of
MacFarlan Realty Partners, L.L.C., a Texas limited liability company, on behalf
of said limited liability company.



                                    /s/ Margaret A. Koch
                                    Notary Public, State of Texas















NOTE MODIFICATION AGREEMENT - Page 3
---------------------------
<PAGE>
 
                              COMPUCOM SYSTEMS, INC.




                              By  /s/ Daniel L. Celoni
                                 ------------------------------
                                 Daniel L. Celoni
                                 Vice President, Finance



STATE OF TEXAS      (S)
                    (S)
COUNTY OF DALLAS    (S)

     This instrument was acknowledged before me on the 30th day of November,
1998, by Daniel L. Celoni, Vice President Finance of Compucom Systems, Inc., a
Delaware corporation on behalf of said corporation.



                                    /s/ Shelly K. Christenson
                                    Notary Public, State of Texas
 










SETTLEMENT AGREEMENT - Page 4
<PAGE>
 
                             SETTLEMENT AGREEMENT



     SETTLEMENT AGREEMENT made as of November 30, 1998 (the "Agreement"),
between MACFARLAN REALTY PARTNERS, L.L.C., a Texas limited liability company
having its principal place of business at 3838 Oak Lawn Avenue, Suite 400,
Dallas, Texas  75219, referred to herein as the "Borrower," and COMPUCOM
SYSTEMS, INC., a Delaware corporation having its principal place of business at
7171 Forest Lane, Dallas, Texas 75230, referred to herein as the "Lender."

                                R E C I T A L S
                                - - - - - - - -

     A.  The Lender has extended the Borrower a term loan which is presently
evidenced by a Promissory Note in the original principal sum of $7,840,000 made
by the Borrower payable to the order of the Lender dated December 30, 1997 (the
"Note").

     B.  The Note and all of the obligations of the Borrower thereunder and all
documents and instruments and agreements executed in connection therewith are
secured by, among other things, liens against certain real property commonly
known as 10100 North Central Expressway, Dallas, Texas (the "Property"),
pursuant to the terms of a Deed of Trust (with Security Agreement, Assignment of
Rents and Leases and Financing Statement) made by the Borrower in favor of
Frederick J. Fowler, as trustee for the use and benefit of the Lender dated as
of December 30, 1997 (the "Deed of Trust"), which has been recorded at Volume
98001, Page 6731 of the Deed of Trust records of the Dallas County, Texas.

     C.  The Lender is the holder and beneficial owner of the Note and the Deed
of Trust.

     D.  The Note matured on October 31, 1998. The Borrower did not pay the Note
at maturity, and the Lender posted the Property for a Tuesday, December 1, 1998,
foreclosure sale pursuant to the provisions of the Deed of Trust.  The parties
have now reached agreement to extend the maturity of the Note and modify the
terms of payment thereof and provide additional security therefore, all as
hereinafter provided.

          NOW THEREFORE, in consideration of the above recitals and the mutual
covenants and agreements of the parties hereto and for other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

     1.   Definitions.  When used herein, the following terms have the
          -----------                                                 
respective meanings set forth below or in the section or recital referred to:

          "Bill of Sale" means a blanket conveyance, bill of sale and assignment
     of assets in the form of Exhibit B executed by the Borrower conveying to
                              ---------                                      
     the Lender all Personal Property located on the Property and not owned by
     tenants of the Property, and the other personal property therein described.


SETTLEMENT AGREEMENT - Page 5
--------------------           
<PAGE>
 
          "Conveyance Date":  See Section 12.

          "Conveyance Documents" mean the General Warranty Deed and the Bill of
     Sale.

          "Deed of Trust":  See Recital B.

          "Escrow Agreement" means that certain escrow agreement among the
     Borrower, the Lender and Strasburger & Price, L.L.P. dated as of November
     30, 1998, in the form of Exhibit D attached hereto.
                              ---------                 

          "General Warranty Deed" means a general warranty deed in the form of
                                                                              
     Exhibit A attached hereto, executed by the Borrower conveying to the Lender
     ---------                                                                  
     good and indefeasible fee simple title to the Property, subject only to the
     permitted encumbrances therein specified.

          "Loan Documents" mean the Note and Deed of Trust.

          "Modification Papers" mean this Agreement, the Note Modification
     Agreement, the General Warranty Deed, the Bill of Sale, the Release, the
     Escrow Agreement, and all of the other documents, certificates and
     instruments executed or delivered in connection with the transactions
     contemplated by this Agreement.

          "Note": See Recital A.

          "Note Modification Agreement": See Section 3.

          "Personal Property" means all personal property located on the
     Property and not owned by tenants of the Property, and all of the
     Borrower's rights, title and interest in and to all warranties and
     guaranties relating to any portion of the Property or the Personal
     Property.

          "Release" means a release in the form of Exhibit C attached hereto.
                                                   ---------                 

     2.   Payment of Interest Due on Note.  Simultaneously with its execution of
          -------------------------------                                       
this Agreement, the Borrower has paid the Lender the sum $489,301.92  which
represents the interest due and payable under the Note at the rate of 6.8% per
annum for the period from December 30, 1997 through and including November 30,
1998.

     3.   Note Modification Agreement.  Simultaneously with their execution of
          ---------------------------                                         
this Agreement, the parties have executed an agreement of even date herewith
(the "Note Modification Agreement") which extends the maturity date of the Note
to March 30, 1999, and which provides for payment of principal and interest in
one installment on such date.

     4.   Payment of Taxes.  Simultaneously with its execution of this
          ----------------                                            
Agreement, the Borrower has delivered to the Lender receipts evidencing full and
final payment by the Borrower



SETTLEMENT AGREEMENT - Page 6
--------------------
<PAGE>
 
of $215,878.63, which represents the aggregate of all city, county and school
taxes assessed against the Property for 1998.

     5.  Payment of the Lender's Legal Fees and Expenses.  Simultaneously with
         -----------------------------------------------                      
its execution of this Agreement, the Borrower has delivered to the Lender the
sum of $11,500, which represents reimbursement to the Lender of the reasonable
fees and out-of-pocket expenses incurred by the Lender through the date hereof
in connection with posting of the Property for foreclosure and the negotiation,
execution and delivery of the Modification Papers.

     6.  Waiver of Default Interest.  The Note provides that all past due
         --------------------------                                      
payments of principal and interest are entitled to bear interest at the rate of
15% per annum from maturity until paid.  Accordingly, the Borrower is obligated
to pay the Lender interest at the default rate of 15% per annum commencing
November 1, 1998.  The Lender hereby irrevocably waives the obligation of the
Borrower to pay and the right of the Lender to collect interest at the default
rate of 15% per annum for the period from November 1, 1998 through November 30,
1998.

     7.  Conveyance Documents.  Simultaneously with their execution of this
         --------------------                                              
Agreement, the parties and Strasburger & Price, L.L.P., have entered into the
Escrow Agreement.  Simultaneously with its execution of this Agreement, the
Borrower has executed and delivered to the Escrow Agent the Conveyance
Documents.  The parties agree that if the Borrower defaults in the payment of
the Note:

          (a) The Lender shall be entitled to direct the Escrow Agent to deliver
     the Conveyance Documents to the Lender.

          (b) The conveyance of the Property and the Personal Property to the
     Lender in accordance with the Conveyance Documents is an absolute
     conveyance of all of the right, title and interest of the Borrower in and
     to the Property and the Personal Property and is not intended as a deed of
     trust, mortgage, trust conveyance, or other security agreement of any
     nature whatsoever, and the Borrower shall not have any further interest
     (specifically including, without limitation, any right of redemption) or
     claims in and to the Property, the Personal Property or the rents, issues
     or profits or other proceeds that may be derived therefrom.

          (c) The Conveyance Documents are being executed and delivered to the
     Escrow Agent and the conveyances effected upon their release to the Lender
     will be accepted by the Lender in lieu of a foreclosure upon the Property.
     The Conveyance Documents shall be interpreted and construed the same as a
     foreclosure, and as an absolute conveyance to the Lender of the Property
     and the Personal Property, including specifically without limitation any
     equity or rights of redemption of the Borrower therein or thereto.

          (d) Notwithstanding the cancellation and extinguishment of the
     indebtedness evidenced by the Note, the Lender's liens in the Property,
     including without limitation, the lien of the Deed of Trust, are NOT
     RELEASED or RELINQUISHED in any manner



SETTLEMENT AGREEMENT - Page 7
<PAGE>
 
     or respect to whatsoever. All liens against the Property benefitting the
     Lender shall remain valid and continuous and in full force and effect,
     unless and until released by written agreement executed by the Lender
     recorded in the real property records of Dallas County, Texas, which
     release may be made as, if and when the Lender shall determine in the
     exercise of its sole discretion.

          (e) Neither the Lender nor the Borrower intend that there shall be,
     and there shall not in any event be, a merger of any liens benefitting the
     Lender against the Property or the title or other interest of the Lender in
     the Property by virtue of the conveyance to be evidenced by the General
     Warranty Deed and Bill of Sale, and the parties expressly provide that the
     liens against the Property benefitting the Lender on the one hand and title
     on the other, shall be and remain at all times SEPARATE and DISTINCT.

          (f) For purposes of priority as between intervening or inferior liens
     or encumbrances, if any, on or against the Property, and liens against the
     Property benefitting the Lender, any and all rights of the Lender to
     exercise its remedies by foreclosure by private power of sale pursuant to
     non-judicial foreclosure or by judicial foreclosure and all other remedies
     are expressly preserved hereby and for purposes of limitations and any
     other applicable time bar defense, are expressly extended by this
     instrument.

          (g) The priority of liens against the Property benefitting the Lender
     is intended to be and shall remain in full force and effect and nothing
     herein or in any instrument executed in connection herewith shall be
     construed to subordinate the priority of those liens from any other liens
     or encumbrances whatsoever.

          (h) Subject to the provisions of this Agreement, the Lender will
     accept the General Warranty Deed and Bill of Sale from the Escrow Agent in
     cancellation, full satisfaction and extinguishment of indebtedness of the
     Borrower under the Note, the Note Modification Agreement and the Deed of
     Trust.

     8.   Bankruptcy, Avoidance, Etc.  The Borrower waives its right to seek
          --------------------------                                        
protection from any bankruptcy court to block the conveyance of the Property to
the Lender described above.  Notwithstanding the foregoing, in the event a
petition commencing a voluntary case or an involuntary case concerning the
Borrower under any chapter of the United States Bankruptcy Code is filed, the
Borrower agrees in any such proceeding not to oppose any motion the Lender may
file to lift or modify the automatic stay of actions against a debtor or
debtor's estate provided by 11 U.S.C. (S) 362 either (a) to permit the Lender to
foreclose its lien against the Property, or (b) to permit the Escrow Agent to
deliver, and the Lender to accept, the Conveyance Documents pursuant to the
terms of this Agreement.  If the conveyance of the Property and the Personal
Property from the Borrower to the Lender pursuant to the Conveyance Documents is
voided, avoided, or set aside for any reason whatsoever whether on account of
any action taken or caused to be taken by the Borrower or anyone claiming by,
through, or under the Borrower, or otherwise (a) the indebtedness and the liens
evidenced by the Note and the Deed of Trust will automatically be revived and
reinstated if the same shall have been previously released by the



SETTLEMENT AGREEMENT - Page 8
<PAGE>
 
Lender, (b) the Lender shall have the right to foreclose the liens and take such
other action as is permitted under the Note and Deed of Trust and applicable
law, and (c) all costs incurred by the Lender in connection with this Agreement
and any other costs of enforcement of the rights or remedies of the Lender
hereunder or under the Note, the Deed of Trust or any of the Modification Papers
may, at the Lender's sole discretion, be deemed part of the indebtedness
evidenced and secured by the Deed of Trust and shall be due and payable by the
Borrower upon the demand of the Lender.

     9.   Release of the Lender.  Simultaneously with its execution of this
          ---------------------                                            
Agreement, the Borrower has executed the Release.

     10.  Leases, Contracts, Security Deposits, Etc.  The Borrower acknowledges
          -----------------------------------------                            
that the Bill of Sale covers, among other things, the rights of the Borrower in
all leases and contracts affecting the Property, all security deposits from or
relating to the Property and all escrow accounts of any nature for ad valorem
taxes, and casualty and other insurance premiums and hold backs.  Promptly
following its execution of this Agreement, the Borrower shall deposit with the
Escrow Agent executed originals of all leases, contracts, commitments and
agreements relating to the Property and shall furnish the Escrow Agent with a
complete listing of all security deposits held by the Borrower as of the date
hereof.  As long as the Escrow Agreement is in force and effect, the Borrower
shall furnish to the Escrow Agent to hold pursuant to the provisions of this
Agreement the executed originals of all leases, contracts, commitments and
agreements relating to the Property which are entered into after the date
hereof, and the Borrower shall also furnish the Lender with any updated list of
security deposits and escrows held by the Borrower from time to time.

     11.  Representations and Warranties of the Borrower.  As an inducement to
          ----------------------------------------------                      
the Lender to enter into this Agreement, the Borrower represents and warrants to
the Lender as follows:

          A.  Authority.  The Borrower is duly authorized to execute and deliver
              ---------                                                         
     this Agreement,  the other Modification Papers, Conveyance Documents and
     each of the other related documents and instruments, and to consummate the
     transactions and perform the obligations contemplated hereby and thereby.

          B.  Binding Authority; No Breach.  This Agreement constitutes the
              ----------------------------                                 
     legal, valid and binding obligation of the Borrower enforceable in
     accordance with its terms, except as may be limited by bankruptcy,
     insolvency, reorganization, moratorium or other similar laws or by legal or
     equitable principles relating to or limiting creditors' rights generally.
     Neither the execution and delivery of this Agreement, nor the consummation
     of the transactions contemplated hereby will (i) violate any judgment,
     order, ruling, injunction, decree or award of any court, administrative
     agency or governmental body against, or binding upon, the Borrower; or (ii)
     constitute a violation by the Borrower of any law or regulation of any
     jurisdiction as such law or regulation relates to or affects the Borrower
     or its properties or businesses.



SETTLEMENT AGREEMENT - Page 9
<PAGE>
 
          C.  Mechanics' Liens.  To the Borrower's best knowledge and belief, no
              ----------------                                                  
     action has been taken, suffered or permitted by or on behalf of the
     Borrower, the effect of which would be to establish or cause the inception
     or priority of any mechanics' or materialmen's lien, statutory,
     constitutional or otherwise, or other lien, charge or encumbrance upon the
     Property or any part thereof or interest therein, other than the liens
     evidenced by the Deed of Trust in favor of the Lender.

          D.  Advice of Counsel.  This Agreement and the Conveyance Documents
              -----------------                                              
     were reviewed by the Borrower who acknowledges and agrees that it (i)
     understands fully the terms of the Modification Papers and the Conveyance
     Documents and the consequences of the issuance hereof and thereof, (ii) has
     been afforded an opportunity to have the Modification Papers and the
     Conveyance Documents, reviewed by, and to discuss all such documents with
     its counsel, and (iii) has entered the Modification Papers and executed and
     delivered the Conveyance Documents of its own free will and accord and
     without threat or duress.

          E.  Full Disclosure.  No representation or warranty by the parties
              ---------------                                               
     contained in the Modification Papers, the Conveyance Documents or any other
     instrument in connection herewith, delivered on behalf of the Borrower,
     contains any untrue statement of any material fact or omits any material
     fact or statement necessary to make the facts or statements contained
     herein or therein not false or misleading.

          F.  True and Correct.  All information and documents furnished to the
              ----------------                                                 
     Lender pursuant to the Modification Papers, are true, accurate and
     complete.

          G.  Title.  The Borrower owns record and beneficial indefeasible title
              -----                                                             
     in fee simple absolute, in and to the Property, free and clear of any
     encumbrances, encroachments, overlaps, special assessments, claims, leases,
     tenancies, other adverse interest or defects upon or affecting the Property
     other than those permitted by the Deed of Trust.

          H.  Good Faith.  This Agreement and each of the Modification Papers
              ----------                                                     
     and Conveyance Documents and all information furnished to the Lender, is
     made and furnished in good faith, for value and valuable consideration, and
     have not been made under or induced by any fraud, duress or undue influence
     exercised by the Lender or any other person.

          I.  Currently Subsisting Liens.  The liens of the Loan Documents are
              --------------------------                                      
     currently valid and subsisting liens, and are in full force and effect.  To
     the knowledge of the Borrower, there are no liens, security interests, or
     other encumbrances of any nature intervening between the Loan Documents and
     the Conveyance Documents.

          J.  Taxes.  No federal, state or municipal taxes are due with respect
              -----                                                            
     to the Property or the Personal Property and no liens for such taxes are in
     effect against the Property or the Personal Property.



SETTLEMENT AGREEMENT - Page 10
<PAGE>
 
          K.  Expenses. The Borrower has paid all taxes and expenses relating to
              --------                                                          
     the Property and the Personal Property and/or the operation and maintenance
     thereof, that have been billed through the date hereof.

          L.  Affirmations Concerning Covenants, Etc.  To the best of the
              ---------------------------------------                    
     Borrower's knowledge and belief, there have been no violations of any
     covenants, conditions, exceptions, encumbrances, restrictions, restrictive
     covenants, zoning or land use ordinances, environmental laws and
     regulations, or other reservations which pertain to or affect the Property.

     12.  Pre-Conveyance Claims.  The Borrower agrees that the Lender's
          ---------------------                                        
acceptance of title to the Property and Personal Property under the Conveyance
Documents will not create any liability on the Lender's part to third parties
that have claims of any kind against the Borrower in connection with the
Property or the Personal Property.  The Lender does not, under this Agreement,
the Conveyance Documents, or otherwise, assume or agree to discharge any
liabilities pertaining to the Property or Personal Property that accrued prior
to the date the Conveyance Documents are delivered by the Escrow Agent to the
Lender (the "Conveyance Date").  The Borrower agrees to indemnify and hold the
Lender harmless and defend the Lender, from and against any losses, damages or
expenses (including attorneys' fees and court costs) pertaining to claims
arising out of the Property, and arising from events that occurred prior to the
Conveyance Date.  This Agreement does not confer any third party benefits on
persons not a signatory to this Agreement.

     13.  Misrepresentation.  The Borrower shall indemnify and hold the Lender
          -----------------                                                   
harmless and defend the Lender from and against any losses, damages, costs or
expenses (including attorneys' fees) incurred by the Lender as a direct or
indirect result of (i) breach of any representation or warranty of the Borrower
contained in this Agreement, or (ii) any breach or default by the Borrower under
any of the covenants or agreements contained in this Agreement to be performed
by the Borrower, all of which shall survive the Conveyance Date.

     14.  Other Indemnified Expenses.  The Borrower shall indemnify and hold the
          --------------------------                                            
Lender harmless and defend the Lender from and against any and all liability,
loss, cost, damage, or expense, including reasonable attorneys' fees, arising
out of or in connection with any of the following:  (i) the breach of any
warranties of title set forth in the Modification Papers or the Conveyance
Documents; (ii) any lien, charge, or encumbrance on the Property in existence as
of the Conveyance Date; (iii) the breach of any representation or warranty of
the Borrower set forth in this Agreement; (iv) the failure of the Borrower to
perform any covenant or agreement of the Borrower set forth in this Agreement;
and (v) any and all claims of third parties relating to claims arising out of
the Property, and from events that occurred prior to the Conveyance Date,
including, without limitation, any claim, by whoever asserted, arising from the
deposit, disposal, spillage, leakage or storage of any hazardous substance or
hazardous waste (as such terms, or similar terms, are used or defined under or
pursuant to the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended ("CERCLA"), the Resource



SETTLEMENT AGREEMENT - Page 11
<PAGE>
 
Conservation and Recovery Act of 1976, as amended ("RCRA"), the Texas Solid
Waste Disposal Act, the Texas Water Code, and under other applicable
environmental laws).

     15.  Survival.  All representations, warranties, covenants and agreements
          --------                                                            
of the parties made in this Agreement shall survive the execution and delivery
hereof and the Conveyance Date  hereunder.

     16.  Successors and Assigns.  This Agreement shall be binding upon and
          ----------------------                                           
shall insure to the benefit of the parties hereto and their respective heirs,
successors and assigns.  No assignment of this Agreement or the rights hereunder
may be made by the Borrower without the written consent of the Lender.  No
assignment of this Agreement or of any rights hereunder by the Borrower shall be
effective unless and until said assigning party receives the prior written
consent of the Lender to such assignment, and no such assignment shall relieve
such assigning party of any of its obligations or liabilities hereunder.

     17.  Modifications and Waivers.  No delay on the part of the Lender in
          -------------------------                                        
exercising any right, power or privilege hereunder, shall operate as a waiver
thereof, nor shall any waiver of any right, power or privilege hereunder operate
as a waiver of any other right, power of privilege hereunder.  All rights and
remedies herein provided are cumulative and are not exclusive of any rights or
remedies which the parties hereto may otherwise have at law or in equity.  The
Lender shall have the right to waive any of the conditions precedent to its
obligations under this Agreement.  No such waiver, or modification, discharge or
amendment of this Agreement, will be valid in the absence of the written and
signed consent of the party against which enforcement of such is sought.

     18.  Notices.  All notices, consents, waivers and other communications
          -------                                                          
under this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt), (b)
sent by telecopier (with written confirmation of receipt) provided that a copy
is mailed by registered mail, return receipt requested, or (c) when received by
the addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and telecopier
numbers set forth below (or to such other addresses and telecopier numbers as a
party may designate by notice to the other parties):

     If to the Borrower:    MacFarlan Realty Partners, L.L.C.
                            3838 Oak Lawn Avenue, Suite 400
                            Dallas, Texas 75219
                            Telecopier No. 214-559-4606

     with a copy to:        Frederick J. Rerko, Esq.
                            Jones, Day, Reavis & Pogue
                            2300 Trammell Crow Center
                            2001 Ross Avenue
                            Dallas, Texas 75201
                            Telecopier No. 214-969-5100




SETTLEMENT AGREEMENT - Page 12
--------------------
<PAGE>
 
     If to the Lender:      CompuCom Systems, Inc.
                            7171 Forest Lane
                            Dallas, Texas 75230
                            Telecopier No. 972-856-5395

     with a copy to:        Frederick J. Fowler, Esq.
                            Strasburger & Price, L.L.P.
                            901 Main Street, Suite 4300
                            Dallas, Texas 75202
                            Telecopier No. 214-651-4330

     19.  Captions.  All section titles or captions contained in this Agreement,
          --------                                                              
in any exhibit annexed hereto, or in any schedule referred to herein are for
convenience only, shall not be deemed a part of this Agreement, and shall not
affect the meaning or interpretation of this Agreement.

     20.  Exhibits and Schedules.  All exhibits referred to herein are hereby
          ----------------------                                             
incorporated and made a part of this Agreement as if set forth in full herein.

     21.  Governing Law.  This Agreement shall be construed in accordance with
          -------------                                                       
the applicable laws of the State of Texas and applicable federal law.

     22.  Counterpart Execution.  This Agreement may be executed in one or more
          ---------------------                                                
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.

     23.  Written Agreement.  THIS WRITTEN AGREEMENT REPRESENTS THE FINAL
          -----------------                                              
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



                    [The next page is the signature page.]




SETTLEMENT AGREEMENT - Page 13
--------------------
<PAGE>
 
     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.


                              LENDER:

                              COMPUCOM SYSTEMS, INC.



                              By: /s/ Daniel L. Celoni
                                 -------------------------------------------
                                 Daniel L. Celoni
                                 Vice President, Finance



                              BORROWER:

                              MACFARLAN REALTY PARTNERS, L.L.C.



                              By: /s/ D. Dean MacFarlan
                                 ------------------------------------------
                                 D. Dean MacFarlan
                                 Chairman and Chief Executive Officer
   













SETTLEMENT AGREEMENT - Page 14
--------------------
<PAGE>
 
                               LIST OF EXHIBITS
 
 
  A  ..........  General Warranty Deed................................. (S)1

  B  ..........  Bill of Sale ......................................... (S)1

  C  ..........  Release............................................... (S)1

  D  ..........  Escrow Agreement...................................... (S)1
 














SETTLEMENT AGREEMENT - Page 15
--------------------