Exhibit 10.2



LOGO



Lee P. Brennan

Vice President

Corporate Banking Credit



February 27, 2006



CDI Corp.

1717 Arch Street 35th Floor

Philadelphia, PA 19103

Attention: Scott J. Salantrie



Dear Scott:



This letter supersedes and replaces our advice of line of credit letter dated October 25, 2005.



We are pleased to advise you that based upon your annual financial statements for the fiscal
year 2004, and your filings of interim information contained in your 10-Q dated as of September 30, 2005 JPMorgan Chase Bank (the Bank) has approved your request for a line of credit in the aggregate amount of $35,000,000.00. Our
officers may, at their discretion, make short term loans to CDI Corporation, on such terms as are mutually agreed upon between us from time to time.



Borrowings under this line are intended to be used to meet your normal short term capital needs and will bear interest at such a rate as shall be mutually agreed upon by
each of us from time to time.



As this line is not a commitment, credit
availability is, in addition, subject to your execution and delivery of such documentation as the Bank deems appropriate and the receipt and continuing satisfaction with current financial information (including without limitation audited annual and
unaudited quarterly financial statements, promptly prepared and received), which information will be furnished to the Bank as it may from time to time reasonably request, and continuing satisfaction with your financial condition, business affairs
and prospects. This line expires on June 30, 2006.



We are pleased to be of
service and trust you will call upon us to assist in any of your banking requirements.



Very truly yours,



/s/ Lee P. Brennan



JPMorgan Chase Bank, N.A.  Commercial Banking  NY1-L332,
277 Park Avenue, 16th Floor, New York, NY 10172



Telephone: 212
622 3623  Facsimile: 646 534 3078

lee.brennan@chase.com



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February 27, 2006



ENDORSEMENT NO. 2



The Promissory Note dated November 16, 2004 (the Note) of CDI CORP. (the Borrower) as amended by Endorsement 1 to which
this Endorsement No. 2 is attached and evidencing a $25,000,000 uncommitted line of credit facility (Line of Credit) extended by JPMORGAN CHASE BANK, N.A., formerly JPMorganChase Bank (the Bank) to the Borrower is
hereby amended by:



| | 1. | deleting $25,000,000 from the caption and in the first paragraph of the Note, and substituting therefor $35,000,000 as the amended principal amount of the
Note and available amount under the Line of Credit;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | deleting February 28, 2006 in the first paragraph of the Note and substituting therefore June 30, 2006 as the amended Maturity Date of the Note and
expiration date for the Line of Credit.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



CDI CORP.By:

/s/ Mark A.
Kerschner                            2/28/06Title:

CFOJPMORGAN CHASE BANK, N.A.By:

/s/ Lee P. BrennanVice President