EXHIBIT 10.16



                  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 Glen M. Nast ("Nast") and Anicom,
Inc., a Delaware corporation ("Anicom").

         WHEREAS,  Nast and Anicom entered into an employment  agreement as
of March 12, 1996,  wherein Nast was to be employed by Anicom through March
12, 2001 ("Nast Employment Agreement"); and

         WHEREAS, the parties mutually wish to accelerate the expiration of
the Nast Employment Agreement and to settle and compromise all matters with
respect to the Nast 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 Nast
     Employment Agreement.

3.   In consideration of the releases contained herein,  Anicom shall pay to
     Nast  Five  Hundred  Forty  Thousand  Dollars  ($540,000)  ("Settlement
     Proceeds");  provided  however,  that  Anicom's.  obligation to pay the
     Settlement Proceeds shall only arise and shall be expressly conditioned
     upon Nast  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,  Nast or his legal
counsel shall provide written  confirmation to Anicom of receipt of the Net
Settlement  Proceeds.  Anicom  shall  promptly  furnish  Nast 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 Nast 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, Nast
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.

                              
                                                  


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         Upon default by Anicom  hereunder,  Nast 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 Nast of the  Settlement  Proceeds  (and
accrued  interest  thereon)  within thirty (30) days of the date upon which
Nast furnished Anicom the Notice of Default, then the restrictive covenants
set forth in Section 6 of the Nast 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 Nast at law or in equity and it is  expressly
acknowledged  that Nast 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
     Nast to purchase up to 5,000  shares of the common  stock of Anicom for
     the  aggregate  option price of $43,750 (on a per share  bases,  for an
     option  price of $8.75  per  share)  pursuant  to a  December  9,  1996
     Nonqualified   Stock  Option   Agreement  shall  be  fully  vested  and
     exercisable  as to  any  or all of  the  entire  5,000  shares  granted
     therein,   notwithstanding   the  expiration  of  the  Nast  Employment
     Agreement.  The expiration of the Nast's  employment by Anicom will not
     impact Nast's ability to exercise any option to purchase shares granted
     by the December 9, 1996 Nonqualified Stock Option Agreement.  Nast, his
     heirs,  beneficiaries,  and/or his assigns,  may exercise  such options
     through  December 9, 2006.  Other than the  clarification  set forth in
     this section,  all other terms of the  aforementioned  December 9, 1996
     Nonqualified Stock Option Agreement shall remain in effect.

                               
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               (a)  Effective upon the Effective  Date,  Nast 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  4.3 of the Nast  Employment
                    Agreement).   It  is  acknowledged  that  the  aggregate
                    account  balance  of  Nast's  in the  Anicom  401K  Plan
                    currently approximates $32,000.00. This Agreement serves
                    as an  acknowledgment  that: (i) Nast 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  Nast  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 Nast to Anicom  in  connection
                    with the submission of the Distribution  Package by Nast
                    to  Anicom  on or before  September  15,  1998 or within
                    thirty (30) days of the  submission of the  Distribution
                    Package by Nast, whichever shall later occur.

5.       In  further  consideration  of the  agreements  set forth  herein,
         Anicom  agrees  to  (i)  continue  to  provide  Nast  with  health
         insurance equivalent to that provided to Nast prior

                           



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         to the expiration of the Nast Employment Agreement,  at no cost to
         Nast,  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 Nast from any and all liability and obligation  related
         to the Nast  Employment  Agreement,  other than any  liability  or
         obligation  arising from the  restrictive  covenants  set forth in
         Sections 5 and 6 of the Nast  Employment  Agreement  together with
         such  remedies  for breach of such  restrictive  covenants  as set
         forth in Section 9 of the Nast Employment Agreement.  The language
         of such  restrictive  covenants and remedies for breach thereof as
         set forth in the Nast Employment Agreement is as follows:

                  5.       Restrictive Covenants.

                           5.1 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
         Senior Executive Vice President of Anicom in Troy,  Michigan after
         the date of this Agreement;

                           (c) the  agreements  and covenants  contained in
         this Section 5 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;


                               
                                                     



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                           (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.

                           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  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
         7(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 (fi)  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.

                           5.3   Non-Solicitation.   Without  limiting  the
         generality of the provisions of Section 5.2 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






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         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.

                           5.4  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.

                           5.5  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.

                           5.6  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  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 a permissible duration or size.

                  6.  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  patty,
         any  Confidential  Information,  except to the  extent  reasonable
         necessary to carry out Employee's duties and  responsibilities  to
         Anicom.  As used in this  Section  6,  "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,

                              
                              


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         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.

                  9.  Employee  acknowledges  and agrees that the covenants
         set forth in Section 5 and 6 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.

         Nast hereby reaffirms the above covenants and provisions appearing
in the  Nast  Employment  Agreement.  It is  agreed  that  the  restrictive
covenant set forth in Section 5 of the Nast Employment Agreement duplicated
above  terminates March 12, 2003 and will not extend beyond March 12, 2003.



7.   Nast  acknowledges  and  understands  that the payments and commitments
     provided  for him under this  Agreement  are in  consideration  of Nast
     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 Nast as detailed in paragraphs 3, 4 and
     5 of this Agreement, Nast does hereby release,

                              
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     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 Nast's  employment
     relationship with Anicom or his separation from employment with Anicom,
     and any and all other claims, known and unknown,  which Nast has or may
     have against  Anicom,  other than the "Surviving  Claims" as defined in
     Section 8. In conjunction  with the foregoing,  Nast 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 Nast 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 Nast as set forth in
                         Agreement and specifically paragraphs 3, 4 and 5 of
                         this Agreement;

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

                              
                              



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                    (iii)Any  liability  or  obligation  of  Anicom  to Nast
                         pursuant to Article XII of the Restated Certificate
                         of  Incorporation  of Anicom,  Inc. with respect to
                         Nast's service as an 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 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

                              
                                                       

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                    (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 Nast,  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,  Nast  also  agrees  (a)  to  waive
         reinstatement  and not to seek future  employment  in any position
         with Anicom,  or any of its parents,  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

                              
                                                       

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         prohibit Nast 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.      Except as provided in paragraph  12,  below,  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.      Upon expiration of the Revocation  Period,  Nast shall  relinquish
         his use of the automotive  vehicle furnished to him by Anicom (the
         "Vehicle").  At that  time,  Nast shall  drive the  Vehicle to the
         parking  facilities  at 2301  W.  Big  Beaver,  Suite  525,  Troy,
         Michigan  48084.  All sets of keys for the  Vehicle  shall be left
         with  Lipson,  Neilson,  Jacobs & Cole,  P.C.  Representatives  of
         Anicom shall  promptly  send  personnel to take  possession of the
         keys to the Vehicle and to take  possession of the Vehicle.  It is
         understood that the foregoing protocol is for convenience purposes
         only  and no  bailment  relationship  has  been  established  with
         respect to the Vehicle  among Anicom and Nast,  or with respect to
         either  of them  and any  other  person.  Upon  expiration  of the
         Revocation  Period,  all tangible personal  property  currently or
         formerly  contained within Nast's desk at Anicom  facilities which
         is  currently  within the  custody  or control of Anicom  shall be
         promptly delivered to Lipson, Neilson, Jacobs & Cole, P.C.

13.      The parties agree that any press release or internal communication
         to be issued  relating to the  expiration  of the Nast  Employment
         Agreement  shall  state that  Nast'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

                              
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         was willing to honor  Nast's  desires.  Anicom,  for itself and on
         behalf  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 Nast.

14.      Nast,   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 Nast.
         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".  Nast,
         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 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 Nast do hereby acknowledge as follows:

                    (a)  Nast  acknowledges  that he fully  understands this
                         Agreement;

                    (b)  Nast  acknowledges  that  this  Agreement  and  his
                         release and waiver of claims as expressly provided

                               



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                         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)  Nast 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;

                    (e)  Nast 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 Nast until
                         expiration  of the  Revocation  Period.  16.  It is
                         further  agreed  that Nast will not  encourage  any
                         employee or former employee of Anicom in litigating
                         claims or  filing  administrative  charges  against
                         Anicom, and/or its

                              
                                                    


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<PAGE>




                         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 Nast.

17.  Both Nast and Anicom agree to keep the nature, terms, and conditions of
     this  Agreement  confidential.  Anicom  and  Nast 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 Nast 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,  Nast 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.  Nast 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

                              
                                                       

                                     15

<PAGE>




     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 Nast and Anicom.

20.  Nast 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.

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.

                              
                                                      

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<PAGE>




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.


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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



                                                GLEN. M. NAST


Dated:__________________________                __________________________  
                                                Glen M. Nast



























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