EXHIBIT 10.17



                         EXECUTIVE EMPLOYMENT AGREEMENT

                                 BY AND BETWEEN

                                  ANICOM, INC.

                                       AND

                                DONALD C. WELCHKO






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                         EXECUTIVE EMPLOYMENT AGREEMENT


         This EXECUTIVE  EMPLOYMENT  AGREEMENT (this  "Agreement") is made as of
October 1, 1996 by and between Donald C. Welchko ("Executive") and ANICOM, INC.,
a Delaware corporation (the "Company").


                              PRELIMINARY RECITALS


         WHEREAS, the Company desires to employ Executive, and Executive desires
to be employed by the Company,  as Vice President and Chief Financial Officer of
the Company on the terms and conditions set forth in this Agreement.

         WHEREAS,  the  Company  is  engaged  in the  business  of  selling  and
distributing  communication  related  wire,  cable,  fiber  optics and  computer
network and connectivity products (the "Business").

         NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are acknowledged, the Company and Executive agree as follows:

         1. Employment of Executive. The Company hereby employs Executive as the
Company's  Vice  President and Chief  Financial  Officer,  and Executive  hereby
accepts such  employment and agrees to act as Vice President and Chief Financial
Officer of the Company,  all in accordance with the terms and conditions of this
Agreement.

         2. Term of Employment. Executive's employment under this Agreement will
begin on the date of this  Agreement  and will  continue  until the tenth (10th)
anniversary of the date of this Agreement (the "Initial  Employment  Period" and
together with any Renewal Period (as defined), if any, the "Employment Period").
The terms and conditions of this Agreement  shall be  automatically  renewed for
subsequent  terms of ten (10) years (each, a "Renewal  Period")  unless at least
one hundred  twenty (120) days prior to the  commencement  of a Renewal  Period,
either the Company or the Executive shall give notice to the other of its or his
intent to not renew  this  Agreement.  If  notice  of intent  not to renew  this
Agreement  is given by either the  Company  or the  Executive  pursuant  to this
Section 2, such notice shall constitute  termination  without Cause for purposes
of this Agreement,  and any rights of the Executive  arising as a result of such
termination   without  Cause  shall  survive   termination  of  this  Agreement.
Notwithstanding anything to the contrary contained herein, the Employment Period
is subject to termination at any time pursuant to Section 8.

         3.  Offices  and Duties.  Subject to Section 8,  during the  Employment
Period,  Executive will perform the duties of Vice President and Chief Financial
Officer  of the  Company as  described  in the  Company's  Bylaws and such other
duties as the Company's Board of

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Directors  may  prescribe  from time to time.  Executive  agrees that during the
Employment  Period,  he will devote  substantially  all of his business time and
attention to fulfill his duties under this Agreement.

         4.       Compensation

                  (a) Base Salary.  During the  Employment  Period,  the Company
         will pay Executive a base salary (the "Base Salary") in accordance with
         the Company's normal payroll practices for executive officers. The Base
         Salary  during the  Employment  Period will be  determined  in the sole
         discretion of the Company's Board of Directors.

                  (b)  Bonuses.  Executive  will  be  eligible  for,  but is not
         guaranteed to receive,  additional  compensation  ("Bonus Payments") as
         determined  from time to time in the sole  discretion  of the Company's
         Board of Directors.

                  (c) Benefits.  Executive  will be entitled to  participate  in
         group life and  medical  insurance  plans,  profit-sharing  and similar
         plans,  and  other  "fringe   benefits"   (collectively,   "Benefits"),
         comparable  to those made  available by the Company to its other senior
         executive employees, in accordance with the terms of such plans.

                  (d) Withholding.  All compensation  payable to Executive under
         this  Agreement  is stated in gross  amount  and will be subject to all
         applicable withholding taxes, other normal payroll deductions,  and any
         other amounts required by law to be withheld.

                  (e) Expenses. The Company, in accordance with its policies and
         past  practices,  will  pay or  reimburse  Executive  for all  expenses
         (including travel and entertainment  expenses)  reasonably  incurred by
         Executive   during  the  Employment   Period  in  connection  with  the
         performance of Executive's  duties under this Agreement,  provided that
         Executive,  if so requested by the Company's  Board of Directors,  must
         provide to the Company  documentation or evidence of expenses for which
         Executive seeks reimbursement.

         5.       Covenant Not to Compete.

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

                  (a)      the Company is currently engaged in the Business;

                  (b) Executive has occupied a position of trust and  confidence
         with the Company prior to the date of this  Agreement and will continue
         to acquire an intimate  knowledge of all proprietary  and  confidential
         information concerning the Business;


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                  (c) the agreements  and covenants  contained in this Section 5
         are essential to protect the Company and the goodwill of the Business;

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

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

                  (f)  Executive  has  a  means  to  support   himself  and  his
         dependents  other  than by  engaging  in the  Business,  or a  business
         similar to the Business,  and the provisions of this Section 5 will not
         impair such ability.

                  5.2 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 date two (2) years after  termination of  Executive's  employment for any
reason,  provided  that,  if a Change  in  Control  occurs  and,  following  the
effective date of the Change in Control,  the  Executive's  employment  with the
Company is terminated by the Executive for Good Reason or by the Company without
Cause,  then the  "Restricted  Period"  shall end on the  effective  date of the
termination of Executive's  employment  unless  otherwise  extended  pursuant to
Section  11  below.  Executive  hereby  agrees  that  at all  times  during  the
Restricted  Period,  Executive 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 the  Company  (the  "Territory");
provided,  however,  that nothing contained herein shall be construed to prevent
Executive from 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  Executive  is not  involved  in the  business  of  said  corporation  and if
Executive  and his  associates  (as such term is  defined  in  Regulation  14(A)
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.

                  5.3  Non-Solicitation.  Without limiting the generality of the
provisions  of Section  5.2  above,  Executive  hereby  agrees  that  during the
Restricted  Period  Executive  will not,  directly or  indirectly,  solicit,  or
participate as employee, agent, consultant, stockholder, director, partner or in
any other individual or representative  capacity in any business which solicits,
business  from (i) any Person which is or was a customer of the Business  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 the  Company,  or  encouraging  any such
Person to  terminate or otherwise  alter his, her or its  relationship  with the
Company,  or (ii)  any  Person  who is or was a  "Prospective  Customer"  of the
Business, for the purpose of marketing, selling or providing any such Person any
services offered by or available from the Company or encouraging any such Person
to terminate or

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otherwise alter his, her or its relationship  with the Company.  For purposes of
this Agreement, "Prospective Customer" shall mean any Person who the Company 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  Executive's  employment  with the  Company,  for the purpose of
developing a relationship relating to the Business.

                  5.4  Interference  with  Employee  Relationships.  During  the
Restricted  Period,  Executive shall not,  directly or indirectly,  as employee,
agent, consultant,  stockholder, director, co-partner or in any other individual
or  representative  capacity,  without the prior written consent of the Company,
employ or engage,  recruit or solicit for employment or  engagement,  any person
who is or becomes  employed  or engaged by the Company  (during  the  Employment
Period or the  Restricted  Period),  or otherwise seek to influence or alter any
such person's relationship with the Company.

                  5.5 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 5 shall  nevertheless  stand,  and the  Restricted  Period shall be
deemed to be the longest period  permissible by law under 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 permissible duration or size.

         6.  Severance  Payments.  Following a Change in Control of the Company,
if, during the  thirty-six  (36) months  following  such Change in Control,  (i)
Executive  is  terminated  by  the  Company  without  Cause  or  (ii)  Executive
terminates  employment  with the Company (or its  successor or assigns) for Good
Reason, the Company shall pay and provide Executive each of the following:

                  (a) Within five (5) business days after the effective  date of
         such termination of employment (the "Effective  Date"), the Company (or
         its  successor or assigns)  will pay  Executive a lump sum cash payment
         equal to the greater of:

                           (i) seven  hundred   and   fifty   thousand   dollars
                 ($750,000);

                           (ii) three (3) times the average annual  compensation
                  that was includible in Executive's gross income during each of
                  the  five  (5)  full  fiscal  years  immediately  prior to the
                  Effective Date.

                  (b) Executive and his dependents  shall continue to be covered
         for  thirty-six  (36) months after the  Effective  Date by all survivor
         rights, insurance and benefit programs of the Company (or its successor
         or assigns) in type and amount at least  equivalent to that provided to
         him and his dependents by the Company  immediately  prior to the Change
         of Control;  provided that if  participation in any one or more of such
         arrangements  is not possible under the terms thereof,  the Company (or
         its successor or assigns) will provide substantially identical benefits
         outside of the programs.  The cost of this coverage will be paid by the
         Company (or its successor or assigns).


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                  (c) If all or any portion of the amounts  payable to Executive
         under this  Section 6,  either  alone or together  with other  payments
         which  Executive has the right to receive from the Company,  constitute
         "excess parachute  payments" (within the meaning of Section 280G of the
         Internal  Revenue  Code of 1986,  as  amended  (the  "Code"),  that are
         subject  to the excise  tax  imposed  by  Section  4999 of the Code (or
         similar  tax and/or  assessment),  the  Company  (or its  successor  or
         assigns)  shall increase the amounts  payable  pursuant to Section 6(a)
         above to the extent  necessary to place Executive in the same after-tax
         position as he would have been in had no such  excise tax been  imposed
         on the payments hereunder.  The determination of the amount of any such
         excise taxes shall initially be made by the independent accounting firm
         employed by the Company immediately prior to the Change in Control. If,
         at a later  date,  it is  determined  that the  amount of excise  taxes
         payable  by  Executive   is  greater  than  the  amount   initially  so
         determined,  then the Company (or its  successor or assigns)  shall pay
         Executive  an  amount  equal to the sum of (i) such  additional  excise
         taxes,  (ii) any  interest,  fines and  penalties  resulting  from such
         underpayment, plus (iii) an amount necessary to reimburse Executive for
         any income,  excise or other taxes payable by Executive with respect to
         the  amount  specified  in (i) and (ii)  above,  and the  reimbursement
         provided by this (iii).

         Upon the  occurrence  of a Change in Control of the Company,  if during
the six (6)  months  following  such  Change in  Control,  Executive  terminates
employment  with the Company (or its successor or assigns)  without Good Reason,
then within five (5) business days after the Effective  Date,  the Company shall
pay to Executive an amount equal to twenty percent (20%) of the amount described
in Section 6(a) above.

         7.  Confidential  Information.  During the term of this  Agreement  and
thereafter,  Executive shall keep secret and retain in strictest confidence, and
shall not,  without the prior  written  consent of the  Company,  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 reasonably
necessary to carry out Executive's duties and  responsibilities  to the Company.
As used in this Section 7, "Confidential Information" shall mean any information
relating to the Business or affairs of the Company, 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 the Company in connection with
the Business of the Company;  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  Executive.  Executive
acknowledges that the Confidential Information is vital, sensitive, confidential
and proprietary to the Company.

         8.       Termination

                  (a) The  Company  may  terminate  the  Executive's  employment
         hereunder  at any time,  without  Cause (as defined in Section 9), upon
         not less than sixty (60) days notice to the Executive.


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                  (b) The Company may terminate Executive's employment hereunder
         at any time for  Cause by  providing  to  Executive  written  notice of
         termination  stating the grounds for termination for Cause. Upon notice
         of  termination of employment  for Cause,  the  Employment  Period will
         immediately  end and  Executive  will not be  entitled  to receive  any
         further  compensation  (whether  in the  form  of  Base  Salary,  Bonus
         Payments,  or Benefits or otherwise) other than accrued but unpaid Base
         Salary.

                  (c)   Notwithstanding   anything  to  the   contrary  in  this
         Agreement,  the  Employment  Period  will  terminate  upon the death or
         Disability of Executive.  In the case of  termination  by the Executive
         for Good Reason or Disability,  termination shall be effective upon the
         date of service of notice by either the  Executive or the  Company.  In
         the case of death,  termination shall become effective immediately upon
         the death of Executive.  Upon termination by the Company without Cause,
         termination  by the  Executive  for Good Reason,  death or  Disability,
         Executive  will be  entitled to receive (i) all accrued but unpaid Base
         Salary as of the date of such  termination,  (ii) a pro rata portion of
         the  Bonus  Payments  (if any) for the year in which  such  termination
         occurs,  and (iii) any amounts payable  pursuant to Section 6(a) above,
         but all other  obligations  of the Company to pay Executive any further
         compensation,  whether in the form of Base Salary,  Bonus Payments,  or
         Benefits  (other  than  death  and  Disability  benefits,  if  any)  or
         otherwise, will terminate.

         9.       Definitions.  As used in this Agreement:

         "Affiliate"   means   any   individual,    corporation,    partnership,
association,  joint-stock company,  trust,  unincorporated  association or other
entity (other than the Company) that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, the
Company  including,  without  limitation,  any member of an affiliated  group of
which the Company is a common parent  corporation as provided in Section 1504 of
the Code.

         "Anixter  Family" means Alan B. Anixter,  William R. Anixter,  Scott C.
Anixter,  their  spouses,  heirs and any group  (within  the  meaning of Section
13(d)(3) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"),  of which  any of the  foregoing  persons  is a member  for  purposes  of
acquiring,  holding  or  disposing  of  securities  of the  Company,  any  trust
established  by or for the benefit of any of the  foregoing and any other entity
controlled by or for the benefit of any of the foregoing.

         "Cause"  means  (a) an act of fraud or  dishonesty  by  Executive  that
results in gain or personal  enrichment of Executive at the  Company's  expense,
(b)  Executive's  conviction of a felony-class  crime or any act involving moral
turpitude,  (c) any  material  breach  by  Executive  of any  provision  of this
Agreement  that has not been cured by  Executive  within  thirty days of written
notice of such breach from the Company,  (d) the Executive's willful engaging in
gross misconduct  materially injurious to the Company that has not been cured by
Executive  within thirty days of written notice  specifying the alleged  willful
gross  misconduct  and  material  injury,  or (e) any  intentional  act or gross
negligence that has a material, detrimental effect on the reputation or Business
of the Company. The decision to terminate Executive's employment for

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Cause,  to take other action or to take no action in response to such occurrence
shall be in the sole and exclusive discretion of the Company.

         "Change in Control" means the happening of any of the following events:

                  (a) (i) An  acquisition  by any  individual,  entity  or group
         (within  the meaning of Section  13(d)(3)  or 14(d)(2) of the  Exchange
         Act) (a "Person") of the  beneficial  ownership  (within the meaning of
         Rule 13d-3  promulgated  under the Exchange Act) of fifty percent (50%)
         or more of the then  outstanding  shares of common stock of the Company
         (the  "Outstanding  Company  Common Stock") or (ii) the approval by the
         stockholders of the Company of a reorganization, merger, consolidation,
         complete  liquidation  or  dissolution  of the  Company,  the  sale  or
         disposition of all or substantially all of the assets of the Company or
         similar corporate transaction (in each case referred to in this Section
         9(a)  as  a  "Corporate  Transaction")  or,  if  consummation  of  such
         Corporate  Transaction  is  subject,  at the time of such  approval  by
         stockholders,  to the consent of any government or governmental agency,
         the  obtaining  of  such  consent  (either  explicitly  or  implicitly)
         provided such  acquisition or beneficial  ownership would result in any
         other Person's  beneficially  owning fifty percent (50%) or more of the
         Outstanding Company Common Stock;  excluding,  however,  the following:
         (A) any  acquisition by the Company or by an employee  benefit plan (or
         related trust)  sponsored or maintained by the Company or an Affiliate,
         (B) any  acquisition  by a member  of the  Anixter  Family,  or (C) any
         acquisition  by or  consummation  of a  Corporate  Transaction  with an
         Affiliate.

                  (b) A change in the  composition  of the  Board  such that the
         individuals  who, as of the date of the Initial  Public  Offering  (the
         "Public   Offering"),   constitute  the  Board  (such  Board  shall  be
         hereinafter  referred to as the "Incumbent Board") cease for any reason
         to constitute at least a majority of the Board; provided,  however, for
         purposes of this Section 9(b), that any individual who becomes a member
         of the Board  subsequent to the date of the Company's  Public  Offering
         whose   election,   or   nomination   for  election  by  the  Company's
         stockholders,  was  approved  by a vote of at least a majority of those
         individuals  who are members of the Board and who were also  members of
         the Incumbent  Board (or deemed to be such pursuant to this  provision)
         shall be  considered  as though  such  individual  were a member of the
         Incumbent Board; but, provided, further, that any such individual whose
         initial  assumption of office occurs as a result of either an actual or
         threatened  election  contest (as such terms are used in Rule 14a-11 of
         Regulation 14A  promulgated  under the Exchange Act) or other actual or
         threatened  solicitation  of proxies or  consents  by or on behalf of a
         Person other than the Board shall not be so  considered  as a member of
         the Incumbent Board.

         "Disability" will be deemed to have occurred whenever the Executive has
suffered  physical  or  mental  illness,  injury,  or  infirmity  that  prevents
Executive from fulfilling his duties under this Agreement for a period of ninety
(90) consecutive days in the manner ordinarily  required of him as an officer of
the Company and precludes him from actively  participating  in the management of
the Business of the Company.


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         "Good  Reason" means the  occurrence  of any of the  following  events,
unless (i) such event occurs with the Executive's express prior written consent,
(ii) the event is an isolated, insubstantial or inadvertent action or failure to
act which was not in bad faith and which is  remedied  by the  Company  promptly
after  receipt  of notice  thereof  given by the  Executive,  or (iii) the event
occurs in connection  with the  termination  of the  Executive's  employment for
Cause, Disability or death:

                  (a) the  assignment  to the  Executive  by the  Company of any
         duties  which are  inconsistent  with,  a  diminution  of or an adverse
         change in the Executive's position, duty, title, office, responsibility
         or  status  with  the  Company,   including  without  limitation,   any
         diminution  of  the  Executive's  position  or  responsibility  in  the
         decision   or   management   processes   of  the   Company,   reporting
         relationships,  job  description,  duties,  responsibilities,   or  any
         removal of the Executive  from, or any failure to reelect the Executive
         to, such position;

                  (b) a reduction by the Company in the Executive's rate of Base
         Salary during the Employment Period;

                  (c) any  failure to either  continue  in effect  any  material
         Benefits or to substitute and continue other plans, policies,  programs
         or  arrangements  providing the Executive  with  substantially  similar
         benefits,  or the taking of any action  which would  substantially  and
         adversely affect the Executive's  participation in or materially reduce
         the Executive's Benefits or compensation;

                  (d) any failure by any successor or assignee of the Company to
         continue this  Agreement in full force and effect or any breach of this
         Agreement by the Company (or any successor or assignee of the Company),
         unless  such  breach is cured  within  thirty  (30)  days of  receiving
         written notice of the breach from the Executive.

         "Person"  means any  individual,  corporation,  trust,  proprietorship,
association, governmental body, agency or subdivision or other entity.

         10. Remedies.  Executive acknowledges and agrees that the covenants set
forth in  Sections 5 and 7 of this  Agreement  (collectively,  the  "Restrictive
Covenants")  are  reasonable  and necessary for the  protection of the Company's
business  interests,  that  irreparable  injury  will  result to the  Company if
Executive  breaches any of the terms of the Restrictive  Covenants,  and that in
the event of  Executive's  actual or threatened  breach of any such  Restrictive
Covenants,   the  Company  will  have  no  adequate  remedy  at  law.  Executive
accordingly  agrees that in the event of any actual or threatened  breach by him
of any of the Restrictive Covenants,  the Company 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  the Company 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.


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         11. Extension of Restricted Period. If a Change in Control occurs, and,
following the effective  date of the Change in Control,  Executive's  employment
with the  Company  is  terminated  by the  Executive  for Good  Reason or by the
Company  without  Cause,  Executive  shall  have the  option  of  extending  the
Restricted  Period for an  additional  term of two (2) years after the Effective
Date by giving  written notice thereof to the Company on or before the twentieth
(20th) day following the Effective Date (the "Extension  Option").  If Executive
exercises  the  Extension  Option,   the  Company  shall  pay  to  Executive  in
consideration  for the extension of the Restricted Period an amount equal to two
(2)  times  Executive's  highest  annual  compensation  that was  includible  in
Executive's  gross  income  during  any  of  the  five  (5)  full  fiscal  years
immediately  prior to the Effective Date. The foregoing  amount shall be payable
within  fifteen (15)  business  days of  Executive's  exercise of the  Extension
Option.

         12.      Miscellaneous.

                  (a) Notices.  All notices and other communication  between the
         parties  pursuant  to this  Agreement  must be in  writing  and will be
         deemed given when delivered in person, one (1) business day after being
         dispatched by a nationally recognized overnight courier service,  three
         (3) business days after being deposited in the U.S. Mail, registered or
         certified mail, return receipt requested, or one (1) business day after
         being sent by facsimile (with receipt acknowledged),  to the Company at
         the  address  of  its  principal   office  in  the  Chicago,   Illinois
         metropolitan  area and to  Executive  (or his  representatives)  at his
         address  as  shown  on  the  Company's   records.   Executive  (or  his
         representatives)   may  change  his  address  for  notice  purposes  by
         delivering notice to the Company in accordance with this Section 12(a).
         All  notices  sent to the  Company  shall also be  delivered  to Katten
         Muchin & Zavis, 525 West Monroe Street,  Suite 1600, Chicago,  Illinois
         60661-3693, Attention: Jeffrey R. Patt, Esq., Facsimile No.:
         (312-902-1061).

                  (b)  Governing  Law.  This  Agreement  will be  subject to and
         governed  by the  laws of the  State of  Illinois,  without  regard  to
         principles of conflicts of laws.

                  (c) Binding  Effect.  This  Agreement will be binding upon and
         inure to the benefit of the parties and their respective  heirs,  legal
         representatives,  executors,  administrators,  successors, and assigns,
         subject to the limitations on assignment in Section 12(h).

                  (d) Entire  Agreement.  This Agreement  constitutes the entire
         Agreement  between the parties  with  respect to the subject  matter of
         this  Agreement and supersedes  any other  agreements,  whether oral or
         written, between the parties with respect to the subject matter of this
         Agreement.

                  (e) Modification.  No change or modification of this Agreement
         will  be  valid  unless  it is in  writing  and  signed  by both of the
         parties.  No waiver of any  provision of this  Agreement  will be valid
         unless in writing and signed by the person or party to be charged.


                                       -9-

<PAGE>



                  (f)  Severability.  If any provision of this Agreement is, for
         any reason, invalid or unenforceable,  the remaining provisions of this
         Agreement will nevertheless be valid and enforceable and will remain in
         full force and effect.  Any  provision of this  Agreement  that is held
         invalid or unenforceable by a court of competent  jurisdiction  will be
         deemed  modified  to  the  extent   necessary  to  make  it  valid  and
         enforceable and as so modified will remain in full force and effect.

         (g)  Headings.   The  headings  in  this  Agreement  are  inserted  for
convenience  only  and  are  not  to be  considered  in  the  interpretation  of
construction of the provisions of this Agreement.

                  (h)  Assignability.  This  Agreement  may not be  assigned  by
         either  party  without the prior  written  consent of the other  party,
         except  that the  Company  may  assign  its  rights  to,  and cause its
         obligations under this Agreement to be assumed by, any person or entity
         to whom or to  which  the  Company  simultaneously  transfers  by sale,
         merger, or otherwise all or substantially all of its assets.

                  (i)  No  Strict  Construction.   The  language  used  in  this
         Agreement will be deemed to be the language chosen by Executive and the
         Company  to  express  their  mutual  intent,  and  no  rule  of  strict
         construction will be applied against Executive or the Company.


                                      -10-

<PAGE>


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


                                 ANICOM, INC.


                                 By:      /s/  Scott C. Anixter
                                          ------------------------------------
                                 Its:     Chairman and Chief Executive Officer


                                 EXECUTIVE:


                                 /s/  Donald C. Welchko
                                 ----------------------
                                 DONALD C. WELCHKO












                                      -11-