EXHIBIT 10.15


                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE


         This Settlement Agreement and Mutual Release ("Agreement") is effective
April 6, 1998 and as  executed on the date  appearing  below  opposite  relevant
signatures  by and among Robert  Brzustewicz,  Sr.  ("Brzustewicz")  and Anicom,
Inc., a Delaware corporation ("Anicom").
         WHEREAS, Brzustewicz and Anicom entered into an employment agreement as
of March 12,  1996,  wherein  Brzustewicz  was to be employed by Anicom  through
March 12, 2001 ("Brzustewicz Employment Agreement"), and
         WHEREAS,  the parties mutually wish to accelerate the expiration of the
Brzustewicz  Employment  Agreement and to settle and compromise all matters with
respect to the Brzustewicz Employment Agreement.
         THEREFORE, in consideration of the above, the  parties hereto  agree as
         follows:
1.       The foregoing recitals are incorporated by reference herein and  made a
         part hereof as though fully set forth.
2.       Terms not  defined  herein  shall  have the  meaning  given them in the
         Brzustewicz Employment Agreement.
3.       In consideration of the releases contained herein,  Anicom shall pay to
         Brzustewicz  Six  Hundred  Thousand  Dollars  ($600,000)   ("Settlement
         Proceeds");  provided  however,  that  Anicom's  obligation  to pay the
         Settlement Proceeds shall only arise and shall be expressly conditioned
         upon  Brzustewicz  having not elected to revoke this Agreement prior to
         the expiration of the "Revocation Period" as described in Paragraph 14.
         Within twenty four (24) hours after the  expiration  of the  Revocation
         Period, Anicom shall wire transfer the Settlement Proceeds less income,
         FICA and Medicare taxes appropriately withheld in





                                                          

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         connection with such  disbursement  (the "Net Settlement  Proceeds") to
         the Lipson,  Neilson,  Jacobs & Cole,  P.C.  Client Trust  Account (the
         "Transferee Account"). The wire transfer information is as follows:

                Bank:             Huntington Banks of Michigan (Troy, Michigan)
                Routing Code:     # 072410343
                Account No.       # 4250 011 4430

         Upon receipt of the Net Settlement  Proceeds,  Brzustewicz or his legal
counsel  shall  provide  written  confirmation  to Anicom of  receipt of the Net
Settlement  Proceeds.  Anicom shall  promptly  furnish  Brzustewicz or his legal
counsel with a schedule  identifying  the taxes withheld in connection  with the
wire transfer of the Net Settlement Proceeds.  In the event any taxes,  interest
and/or  penalties are assessed against Anicom or Brzustewicz as a result of this
Agreement or with respect to payments made  pursuant  hereto which involve taxes
which are customarily the  responsibility of an employee,  Brzustewicz agrees to
indemnify Anicom for said taxes, interest and/or penalties and to be responsible
for any taxes,  interest and/or penalties  assessed against him. Anicom shall be
responsible  for  payment  of  any  FICA,  FUTA  or  Medicare  employment  taxes
associated  with  payments  made  pursuant  hereto  which  are  customarily  the
responsibility of an employer.
         In the event that  Anicom  shall fail to timely wire  transfer  the Net
Settlement Proceeds to the Transferee Account,  then in such event, Anicom shall
be in  default  hereunder  and  interest  shall  commence  to accrue  (as of the
expiration of the Revocation  Period) on the Settlement  Proceeds at the rate of
Eighteen Percent (18%) per annum,  compounded  monthly,  or at the maximum legal
rate of interest allowed by law if lesser in amount.





                                        2

<PAGE>




         Upon default by Anicom hereunder, Brzustewicz shall furnish Anicom with
notice of such default in the manner and to the person as set forth in paragraph
20 (the "Notice of Default"). If Anicom shall not cure such default hereunder by
payment to Brzustewicz of the Settlement Proceeds (and accrued interest thereon)
within thirty (30) days of the date upon which Brzustewicz  furnished Anicom the
Notice of Default,  then the restrictive covenants set forth in Section 6 of the
Brzustewicz  Employment  Agreement shall terminate and no longer be of any legal
or equitable  force or effect.  The  termination of such  restrictive  covenants
shall  not  constitute  the  sole,  absolute  or  exclusive  right or  remedy of
Brzustewicz  at  law  or  in  equity  and  it  is  expressly  acknowledged  that
Brzustewicz shall be entitled to exercise all other rights or remedies at law or
in equity to receive the  Settlement  Proceeds and such  additional  payments or
benefits  provided to him under this Agreement.  

4.       Effective  upon the Effective  Date,  the options  granted by Anicom to
         Brzustewicz to purchase up to 300,000  (originally  150,000)  shares of
         the common stock of Anicom for the aggregate option price of $1,856,250
         (on a  per-share  bases,  for an option  price of  $6.1875  per  share)
         pursuant to a March 12, 1996 Nonqualified  Stock Option Agreement shall
         be fully vested and  exercisable as to any or all of the entire 300,000
         shares  granted   therein,   notwithstanding   the  expiration  of  the
         Brzustewicz  Employment Agreement.  The expiration of the Brzustewicz's
         employment by Anicom will not impact Brzustewicz's  ability to exercise
         any  option  to  purchase   shares   granted  by  the  March  12,  1996
         Nonqualified   Stock   Option   Agreement.   Brzustewicz,   his  heirs,
         beneficiaries,  and/or his assigns,  may exercise such options  through
         March 12, 2006. Other than the clarification


                                                      




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<PAGE>




         set forth in this section,  all other terms of the aforementioned March
         12, 1996 Nonqualified Stock Option Agreement shall remain in effect.

                                    (a)     Effective  upon the Effective  Date,
                                            Brzustewicz shall be fully vested in
                                            all account balances  established or
                                            maintained   with   respect  to  any
                                            Anicom  Qualified Plan (as such term
                                            is  defined in such  Section  5.3 of
                                            the      Brzustewicz      Employment
                                            Agreement).  It is acknowledged that
                                            the  aggregate  account  balance  of
                                            Brzustewicz's  in  the  Anicom  401K
                                            Plan     currently      approximates
                                            $47,000.00. This Agreement serves as
                                            an    acknowledgment    that:    (i)
                                            Brzustewicz  is fully vested in such
                                            Qualified Account Plan Balance; (ii)
                                            that Anicom will,  within sixty (60)
                                            days  of  the   expiration   of  the
                                            Revocation      Period,      provide
                                            Brzustewicz   with   the   customary
                                            distribution   package  provided  to
                                            Qualified  Plan   participants  upon
                                            occurrence  of a "break in  service"
                                            (the  "Distribution  Package");  and
                                            (iii)  that  Anicom  will  fully and
                                            completely  implement  the elections
                                            and    directions    furnished    by
                                            Brzustewicz  to Anicom in connection
                                            with   the    submission    of   the
                                            Distribution  Package by Brzustewicz
                                            to Anicom on or before September 15,
                                            1998 or within  thirty  (30) days of
                                            the submission of the


                                                      

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<PAGE>




                                            Distribution Package by Brzustewicz,
                                            whichever shall later occur.

5.       In further  consideration  of the agreements  set forth herein,  Anicom
         agrees to (i)  continue to provide  Brzustewicz  with health  insurance
         equivalent to that provided to  Brzustewicz  prior to the expiration of
         the Brzustewicz Employment Agreement, at no cost to Brzustewicz,  until
         March 1, 2001,  and (ii) after  March 1,  2001,  to provide  applicable
         COBRA benefits thereafter through the applicable COBRA coverage period.

6.       Effective  upon  the  Effective   Date,   Anicom  hereby  releases  and
         discharges  Brzustewicz  from  any and  all  liability  and  obligation
         related  to  the  Brzustewicz  Employment  Agreement,  other  than  any
         liability or  obligation  arising from the  restrictive  covenants  set
         forth  in  Sections  6 and 7 of the  Brzustewicz  Employment  Agreement
         together with such remedies for breach of such restrictive covenants as
         set forth in Section 10 of the Brzustewicz  Employment  Agreement.  The
         language of such restrictive  covenants and remedies for breach thereof
         as set forth in the Brzustewicz Employment Agreement is as follows:

                  6.       Restrictive Covenants

                           6.1 Employee's  Acknowledgment.  Employee  agrees and
         acknowledges that in order to assure Anicom that Anicom will retain its
         value as a going concern,  it is necessary that Employee  undertake not
         to utilize his special  knowledge of the Business and his relationships
         with customers and suppliers to compete with Anicom.  Employee  further
         acknowledges that:

                                    (a)     Anicom is currently engaged  in  the
         Business;

                                    (b)     Employee has occupied a  position of


         trust and confidence with Northern prior to the date of this  Agreement
         and will acquire an intimate  knowledge of proprietary and confidential
         information concerning Anicom and the Business as a


                                                       

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<PAGE>




         Senior Executive Vice President of Anicom in Troy, Michigan  after  the
         date of this Agreement;

                                    (c) the agreements  and covenants  contained
         in this Section 6 are  essential to protect  Anicom and the goodwill of
         the Business;

                                    (d) Anicom would be  irreparably  damaged if
         Employee were to provide  services to any person or entity or otherwise
         act in violation of the provisions of this Agreement;

                                    (e)   the   scope   and   duration   of  the
         Restrictive  Covenants are reasonably designed to protect a protectable
         interest of Anicom and are not excessive in light of the circumstances;
         and

                                    (f)   Employee    acknowledges    that   the
         Restrictive  Covenants are being entered into as a condition to, and in
         connection with, a sale of substantially  all of the assets of Northern
         to a wholly-owned subsidiary of Anicom.

                           6.2 Non-Compete. The "Restricted Period" for purposes
         of this  Agreement  shall be the period of time  commencing on the date
         hereof and ending on the second  anniversary  of the effective  date of
         the termination of Employee's  employment by either Anicom or Employee,
         for any  reason,  provided  that  Anicom may not  terminate  Employee's
         employment  hereunder  during the  Initial  Employment  Period  without
         "Cause" (as defined in Section  8(d)).  Employee  hereby agrees that at
         all times during the Restricted Period, Employee shall not, directly or
         indirectly,  as employee,  agent,  consultant,  stockholder,  director,
         co-partner or in any other individual or representative  capacity, own,
         operate,  manage,  control,  engage in, invest in or participate in any
         manner in, act as a  consultant  or advisor  to,  render  services  for
         (alone or in association with any person, firm, corporation or entity),
         or  otherwise  assist  any  person or entity  that  engages in or owns,
         invests in,  operates,  manages or controls  any venture or  enterprise
         that  directly  or  indirectly  engages  or  proposes  to engage in the
         Business  anywhere  within thirty (30) miles of any office of Anicom or
         Purchaser  existing as of the earlier of the date of determination  and
         the  effective  date  of  the  termination  of  Employee's   employment
         (collectively,  the  "Territory");   provided,  however,  that  nothing
         contained  herein  shall be  construed  to  prevent  Employee  from (i)
         engaging in a business in which the sale of wire and cable is ancillary
         to the conduct of the business and such  business does not compete with
         Anicom,  or (ii)  investing in the stock of any  competing  corporation
         listed   on  a   national   securities   exchange   or  traded  in  the
         over-the-counter  market,  but only if Employee is not  involved in the
         business of said  corporation and if Employee and his  "associates" (as
         such term is defined in Regulation 14A promulgated under the Securities
         Exchange Act of 1934, as in effect on the date hereof, collectively, do
         not own more  than an  aggregate  of two  percent  of the stock of such
         corporation.



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<PAGE>




                           6.3 Non-Solicitation. Without limiting the generality
         of the  provisions of Section 6.2 above,  Employee  hereby agrees that,
         during  the  Restricted   Period,   Employee  will  not,   directly  or
         indirectly,  as employee,  agent,  consultant,  stockholder,  director,
         partner or in any other individual or  representative  capacity solicit
         business  from,  or  otherwise  seek to  alter  or  influence  Anicom's
         relationship  with,  (a) any Person who is or was a customer  of Anicom
         during the Restricted  Period, or from any successor in interest to any
         such Person,  for the purpose of  marketing,  selling or providing  any
         such  Person any  services  or products  offered by or  available  from
         Anicom,  or encouraging any such Person to terminate or otherwise alter
         his, her or its relationship  with Anicom,  or (b) any Person who is or
         was a "Prospective  Customer" of Anicom,  for the purpose of marketing,
         selling  or  providing  any such  Person  any  services  offered  by or
         available  from Anicom or  encouraging  any such Person to terminate or
         otherwise alter his, her or its relationship with Anicom.  For purposes
         of this  Agreement,  "Prospective  Customer"  shall mean any Person who
         either Northern or Anicom has contacted (orally or in writing),  during
         the  one  year  period  prior  to  the  earlier  of  (i)  the  date  of
         determination  or  (ii)  the  effective  date  of  the  termination  of
         Employee's  employment  with  Anicom,  with  the  goal of  such  Person
         becoming a customer of Northern or Anicom.

                           6.4 Interference with Employee Relationships.  During
         the Restricted Period,  Employee shall not, directly or indirectly,  as
         employee, agent consultant stockholder,  director, co-partner or in any
         other individual or  representative  capacity,  other than as expressly
         authorized  by Anicom to act on behalf  of  Anicom,  employ or  engage,
         recruit or solicit for employment or  engagement,  any person who is or
         becomes employed or engaged by Anicom during the Restricted  Period, or
         otherwise  seek to  influence or alter any such  Person's  relationship
         with Anicom.

                           6.5 Interference with Supplier Relationships.  During
         the Restricted Period,  Employee shall not, directly or indirectly,  as
         employee, agent consultant stockholder,  director, co-partner or in any
         other individual or  representative  capacity,  other than as expressly
         authorized  by Anicom to act on behalf of Anicom,  seek to influence or
         alter  Anicom's  relationship  with  (a)  any  Person  who  is or was a
         supplier  or vendor of Anicom  during  the  Restricted  Period,  or any
         successor in interest to any such  Person,  or (b) any Person who is or
         was a "Prospective Supplier" of Anicom. For purposes of this Agreement,
         "Prospective Supplier" shall mean any Person who Northern or Anicom has
         contacted  (orally or in writing)  during the one year period  prior to
         the earlier of (i) the date of determination or (ii) the effective date
         of the termination of Employee's  employment with Anicom, with the goal
         of such Person becoming a supplier or vendor of Northern or Anicom.

                           6.6   Blue-Pencil.   If  any   court   of   competent
         jurisdiction  shall at any time deem the term of this  Agreement or any
         particular  Restrictive  Covenant  too  lengthy  or the  Territory  too
         extensive,  the other  provisions of this Section 6 shall  nevertheless
         stand,  and the  Restricted  Period  shall be deemed to be the  longest
         period permissible by law under


                                                       


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<PAGE>




         the  circumstances  and the  Territory  shall be deemed to comprise the
         largest territory permissible by law under the circumstances. The court
         in each case shall reduce the Restricted Period and/or the Territory to
         a permissible duration or size.

                  7. Confidential Information. During the term of this Agreement
         and  thereafter,  Employee  shall keep  secret and retain in  strictest
         confidence, and shall not, without the prior written consent of Anicom,
         furnish,  make  available or disclose to any third party or use for the
         benefit of himself or any third party,  any  Confidential  Information,
         except to the  extent  reasonable  necessary  to carry  out  Employee's
         duties  and  responsibilities  to  Anicom.  As used in this  Section 7,
         "Confidential  Information" shall mean any information  relating to the
         Business or affairs of Anicom, including but not limited to information
         relating to financial statements, business plans, forecasts, purchasing
         plans, customer identities,  potential customers, employees, suppliers,
         equipment,  programs,  strategies  and  information,  analyses,  profit
         margins or other  proprietary  information used by Anicom in connection
         with the conduct of the Business,  provided, however, that Confidential
         Information  shall not -include any information  which is in the public
         domain or becomes known in the industry  through no wrongful act on the
         part  of  Employee.   Employee   acknowledges   that  the  Confidential
         Information  is  vital,  sensitive,  confidential  and  proprietary  to
         Anicom.

                  10.  Employee  acknowledges  and agrees that the covenants set
         forth  in  Section  6  and  7  of  this  Agreement  (collectively,  the
         "Restrictive   Covenants")   are   reasonable  and  necessary  for  the
         protection of Anicom's business interests, that irreparable injury will
         result  to  Anicom  if  Employee  breaches  any  of  the  terms  of the
         Restrictive  Covenants,  and that in the event of Employee's  actual or
         threatened breach of any such Restrictive  Covenants,  Anicom will have
         no  adequate  remedy at law.  Employee  accordingly  agrees that in the
         event  of  any  actual  or  threatened  breach  by  him  of  any of the
         Restrictive Covenants,  Anicom shall be entitled to immediate temporary
         injunctive  and other  equitable  relief,  without bond and without the
         necessity of showing  actual  monetary  damages,  subject to hearing as
         soon  thereafter  as  possible.   Nothing  contained  herein  shall  be
         construed  as  prohibiting  Anicom  from  pursuing  any other  remedies
         available to it for such breach or  threatened  breach,  including  the
         recovery of any damages which it is able to prove.

         Brzustewicz   hereby  reaffirms  the  above  covenants  and  provisions
appearing  in the  Brzustewicz  Employment  Agreement.  It is  agreed  that  the
restrictive  covenant  set  forth in  Section  6 of the  Brzustewicz  Employment
Agreement  duplicated above terminates March 12, 2003 and will not extend beyond
March 12, 2003.







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<PAGE>




7.       Brzustewicz   acknowledges   and  understands  that  the  payments  and
         commitments  provided for him under this Agreement are in consideration
         of Brzustewicz  waiving and otherwise releasing Anicom and its past and
         present parent and subsidiary companies, affiliates, owners, directors,
         officers, agents, employees, successors, heirs and assigns (the "Anicom
         Group"), from certain claims, demands, rights, liabilities,  and causes
         of action.  Accordingly,  by the  execution of this  Agreement,  and in
         return  for the  consideration  given to  Brzustewicz  as  detailed  in
         paragraphs  3,  4 and 5 of  this  Agreement,  Brzustewicz  does  hereby
         release,  waive,  forever discharge and covenants not to sue or to file
         administrative charges against the Anicom Group with respect to any and
         all claims, demands, rights,  liabilities,  and causes of action of any
         kind or  nature  arising  out of or in  connection  with  Brzustewicz's
         employment  relationship  with Anicom or his separation from employment
         with Anicom,  and any and all other  claims,  known and unknown,  which
         Brzustewicz has or may have against  Anicom,  other than the "Surviving
         Claims" as defined in  Section 8. In  conjunction  with the  foregoing,
         Brzustewicz  agrees to sign the  attached  Release of Claims,  which is
         incorporated herein by this reference.

8.       It is  acknowledged  and  agreed  that  the  terms  and  provisions  of
         paragraph 7 which provide for a general  release by  Brzustewicz of the
         Anicom  Group  shall not apply to one or more of the  following  claims
         (collectively the "Surviving Claims"):

                                             (i)         The    obligations   of
                                                         Anicom  to  Brzustewicz
                                                         as   set    forth    in
                                                         Agreement           and
                                                         specifically paragraphs
                                                         3,  4  and  5  of  this
                                                         Agreement;


                                                       




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<PAGE>




                                             (ii)        The    obligation    to
                                                         indemnify   Brzustewicz
                                                         with   respect  to  any
                                                         liability or obligation
                                                         which is covered by any
                                                         insurance        policy
                                                         obtained  by  Anicom in
                                                         which   Anicom   and/or
                                                         Brzustewicz are or were
                                                         insured    or   covered
                                                         parties,  including but
                                                         not      limited     to
                                                         directors'and officers'
                                                         liability insurance;

                                             (iii)       Any     liability    or
                                                         obligation of Anicom to
                                                         Brzustewicz  under that
                                                         certain Indemnification
                                                         Agreement  dated  March
                                                         12,    1996     between
                                                         Brzustewicz  and Anicom
                                                         or  otherwise  pursuant
                                                         to  Article  XII of the
                                                         Restated Certificate of
                                                         Incorporation        of
                                                         Anicom,    Inc.    with
                                                         respect              to
                                                         Brzustewicz's   service
                                                         as   a   director    or
                                                         officer of Anicom; or

                                             (iv)        Any  and  all   claims,
                                                         demands,        rights,
                                                         liabilities, and causes
                                                         of  action  of any kind
                                                         or  nature   whatsoever
                                                         which  arise or  accrue
                                                         with  respect to events
                                                         occurring subsequent to
                                                         the  execution  date of
                                                         this Agreement.

                                    (a)     It is also  agreed  that the neither
                                            the execution of this  Agreement nor
                                            the  Release  of  Claims   described
                                            herein shall


                                                      




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<PAGE>




                                            affect, modify,  enlarge,  diminish,
                                            impact,  amend,  terminate,  create,
                                            revoke or otherwise change or alter
                                             the following:

                                             (i)         The    obligation    of
                                                         Anicom to make the last
                                                         $1,133,768  payment  to
                                                         Northern  Wire & Cable,
                                                         Inc.   (now   known  as
                                                         Northern    Liquidation
                                                         Company)  on March  12,
                                                         1999,  pursuant  to the
                                                         March     12,      1996
                                                         NonNegotiable      Note
                                                         executed  by  Anicom as
                                                         maker  originally given
                                                         to   Northern   Wire  &
                                                         Cable,  Inc.;  or  

                                             (ii)        Any  right,  privilege,
                                                         immunity    or    power
                                                         inherent to,  attendant
                                                         with    or    otherwise
                                                         associated   with   the
                                                         capital stock in Anicom
                                                         (or  any  successor  in
                                                         interest   of   Anicom)
                                                         which   is   owned   by
                                                         Brzustewicz, his heirs,
                                                         personal
                                                         representatives,
                                                         transferees, successors
                                                         or assigns,  regardless
                                                         of whether such capital
                                                         stock  is now  owned or
                                                         hereafter acquired.


9.       As part  of  this  Agreement,  Brzustewicz  also  agrees  (a) to  waive
         reinstatement  and not to seek future employment in any  position with 
         Anicom, or any of its parents,


                                                       


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<PAGE>




         subsidiaries  or  affiliates,  and  (b)  to  refrain  from  making  any
         unfavorable comments,  in writing or verbally,  about Anicom, its staff
         or its policies or procedures.
10.      This  Agreement  does  not  constitute  an  admission  by  Anicom  of a
         violation of any contract, law, order, regulation,  enactment or public
         policy,   and  Anicom   specifically   denies  any  such  violation  or
         wrongdoing. This Agreement, its execution, and implementation shall not
         in any  respect  be  construed,  and  shall  not be  admissible  in any
         proceeding,  as evidence of (1) an admission of an unlawful  employment
         practice under any federal, state or local statute, regulation,  order,
         or public  policy,  or (2) an admission by Anicom of a violation of the
         common  law or public  policy of the State of  Michigan  or that of any
         other State,  relating to the discharge of employees or the termination
         of the employment  relationship  between employer and employee,  or (3)
         any tort or breach of contract by Anicom;  provided however,  that none
         of  the  foregoing   restrictions   shall  prohibit   Brzustewicz  from
         introducing  this  Agreement  into evidence in connection  with a legal
         proceeding  enforcing  the terms of this  Agreement or seeking  damages
         resulting from a breach thereof by Anicom.
11.      The  parties  agree to return any  property in their  possession  which
         belongs  to  the  other  party  on or  before  the  expiration  of  the
         Revocation Period.
12.      The parties agree that any press release or internal  communication  to
         be issued  relating to the  expiration  of the  Brzustewicz  Employment
         Agreement  shall  state that  Brzustewicz's  motivation  in leaving the
         employment of Anicom was his desire to pursue  charitable  activity and
         business pursuits unrelated to the business activity of Anicom and that
         Anicom was willing to honor Brzustewicz's  desires.  Anicom, for itself
         and on behalf


                                                      



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<PAGE>




         of its parents, subsidiaries,  affiliates, owners, directors, officers,
         agents, employees, successors, heirs and assigns agrees to refrain from
         making  any  unfavorable  comments,  in  writing  or  verbally,   about
         Brzustewicz.
13.      Notwithstanding  Brzustewicz'  s  entitlement  to  election to Anicom's
         Board of Directors pursuant to Section 3 of the Brzustewicz  Employment
         Agreement (or any other  agreement  related to the March 12, 1996 Asset
         Purchase  Agreement  between  Anicom and Northern  Wire & Cable,  Inc.,
         inter alia), it is agreed that upon payment of the Settlement Proceeds,
         Brzustewicz will execute and deliver to Anicom the corporate resolution
         in the form delivered  concurrently  herewith  which  nominates Alan B.
         Anixter  to be a  Director  of  Anicom  in the  place  of  Brzustewicz.
         Brzustewicz  further  relinquishes  any  right  or  entitlement  to  be
         nominated or elected to Anicom's Board of Directors in the future.
14.      Brzustewicz,  Anicom  and  their  respective  legal  counsel  expressly
         recognize  that this  Agreement  shall be  revocable  for the seven (7)
         calendar  day  period   following   execution  of  this   Agreement  by
         Brzustewicz.  Accordingly, this Agreement shall not become effective or
         enforceable until 5:00 p.m. EDT of the eighth day immediately following
         the date of this Agreement (the "Effective  Date").  The period of time
         between the execution of this  Agreement  and the Effective  Date shall
         constitute  the  "Revocation  Period".  Brzustewicz,  Anicom  and their
         respective  legal  counsel  further   expressly   recognize  that  upon
         expiration  of  the  Revocation  Period,  this  Agreement  will  become
         irrevocable.  In any action to enforce this Agreement, the terms of the
         Agreement  shall be  binding,  and the  reneging  party  expressly  and
         irrevocably waives any right to contest or


                                                      




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<PAGE>




         collaterally attack its terms on any basis, including  but not  limited
         to ignorance or mistake.   This acknowledgment is not a mere recital by
          the parties.

15.      In  compliance  with The Older  Workers  Benefit  Protection  Act (P.L.
         101-433), Anicom and Brzustewicz do hereby acknowledge as follows:

                                    (a)         Brzustewicz acknowledges that he
                                                fully      understands      this
                                                Agreement:
                                    (b)         Brzustewicz   acknowledges  that
                                                this  Agreement  and his release
                                                and    waiver   of   claims   as
                                                expressly  provided  under  this
                                                Agreement   and   the   attached
                                                Release  of Claims  specifically
                                                applies  to any rights or claims
                                                he may have  against  Anicom  or
                                                any party released  herein under
                                                the Federal  Age  Discrimination
                                                in  Employment  Act of 1967,  as
                                                amended;
                                    (c)         This  Agreement does not purport
                                                to waive  rights or claims  that
                                                may  arise  from  acts or events
                                                occurring  after  the date  that
                                                this  Agreement  is  executed by
                                                the parties;
                                    (d)         Brzustewicz   acknowledges  that
                                                the  consideration  provided for
                                                in   this   Agreement   and  the
                                                provisions of this  paragraph is
                                                in  addition  to any  amounts to
                                                which he is already entitled;


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<PAGE>




                                    (e)         Brzustewicz further acknowledges
                                                that he has been  advised of his
                                                right   to   consult   with   an
                                                attorney  prior to signing  this
                                                Agreement  and  that he has been
                                                given a  period  of  twenty  one
                                                (21)   days   within   which  to
                                                consider  whether  to sign  this
                                                Agreement; and
                                    (f)         This    Agreement    shall    be
                                                revocable by  Brzustewicz  until
                                                expiration  of  the   Revocation
                                                Period.

16.      It is further agreed that  Brzustewicz  will not encourage any employee
         or  former   employee  of  Anicom  in   litigating   claims  or  filing
         administrative    charges   against   Anicom,   and/or   its   parents,
         subsidiaries,   affiliates,   owners,  agents,   officers,   directors,
         shareholders,  or employees,  unless  required to provide  testimony or
         documents  pursuant to a lawful  subpoena or as  otherwise  required by
         law.  Further,  Anicom shall not encourage the prosecution of any third
         party claims against Brzustewicz.
17.      Both  Brzustewicz  and  Anicom  agree to keep the  nature,  terms,  and
         conditions of this Agreement  confidential.  Anicom and Brzustewicz may
         disseminate  the  Agreement  as necessary  for internal  administrative
         purposes,  or as  required  by lawful  subpoena,  litigation  discovery
         request,  government-regulatory inquiry or request for information, and
         the parties may share  information  concerning the Agreement with their
         legal  counsel and tax advisors as  necessary  for purposes of legal or
         tax advice.  Anicom and  Brzustewicz  agree to instruct all individuals
         whom they  inform  of the  nature,  terms,  and/or  conditions  of this
         Agreement,  of the confidential nature of the Agreement. In response to
         any  inquiry  from third  persons  not  otherwise  referred  to in this
         paragraph concerning this Agreement,





                                       15

<PAGE>




         Brzustewicz  agrees to limit his response  solely to a statement he has
         resigned  and that the  matter  has been  resolved  or words of similar
         effect.
18.      This  Agreement  and the attached  Release of Claims shall be construed
         without  regard  to  the  identity  of the  person  who  drafted  their
         provisions  and their  provisions  shall be construed as if each of the
         parties participated in its drafting.  Any rules of construction that a
         document is to be construed  against the drafting party shall not apply
         to this Agreement.
19.      Brzustewicz states that he has read and understands that this Agreement
         and the  attached  Release  of  Claims  is  meant as a  settlement  and
         release,  releasing  Anicom from any and all claims he may have against
         it other than the Surviving Claims,  that he voluntarily  agrees to the
         terms herein,  that he knowingly  and  willingly  intends to be legally
         bound by the same,  that he was given adequate  opportunity to consider
         this Settlement Agreement and Release of Claims, and that the terms and
         conditions  hereof were determined by negotiation  between  Brzustewicz
         and Anicom.
20.      Brzustewicz   acknowledges  that  any  purported   revocation  of  this
         Agreement  must be in writing  and signed by him,  directed to Anicom's
         Vice  President  &  General  Counsel  and  received  by  Anicom's  Vice
         President & General Counsel prior to the end of the Revocation Period.
21.      This  Agreement  shall be governed by and construed in accordance  with
         the laws of the State of Michigan.


                                                        



                                       16

<PAGE>




22.      If any action is brought to interpret or enforce any  provision of this
         Agreement or the rights or  obligations  of any party to the Agreement,
         the prevailing party shall be entitled to recover reasonable attorneys'
         fees and costs from the losing party in opposition.
23.      No provisions of this Agreement may be modified,  amended or terminated
         except by a written  agreement  executed  by all of the parties to this
         Agreement.
24.      This  Agreement  and the  attached  Release of Claims  constitutes  and
         contains the entire  agreement  and  understanding  between the parties
         concerning  the subject  matter of this  Agreement,  and supersedes all
         prior negotiations,  proposed  agreements and  understandings,  if any,
         between the parties.
25.      This Agreement may be executed in counterparts,  each of which shall be
         deemed an original but all of which together  shall  constitute one and
         the same document.
26.      All of the terms and conditions of this Agreement shall be binding upon
         and inure to the  benefit of the  parties  hereto and their  respective
         heirs, successors and assigns.
27.      Each person executing this Agreement warrants and represents that he is
         duly  authorized  to execute the  Agreement on behalf of and to legally
         bind, the party for whom he is signing.

                   [BALANCE OF PAGE LIFT BLANK INTENTIONALLY]



                                                       















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<PAGE>



         IN  WITNESS  WHEREOF,  the  Agreement  is duly  executed  on the  dates
appearing below.

                                            ANICOM, INC.


Dated:________________________              By_______________________________ 
                                                     Donald C. Welchko,
                                                     Chief Financial Officer



                                            ROBERT BRZUSTEWICZ, SR.


Dated:________________________              _________________________________   
                                            Robert Brzustewicz, Sr.































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