CDI CORP.

                      1998 NON-QUALIFIED STOCK OPTION PLAN

     1. Purpose.  The purpose of this Plan is to provide an effective  method of
compensating  employees,  consultants and directors of the Company, to align the
interests of such individuals  with the interests of the Company's  shareholders
and,  accordingly,  to provide financial rewards which will allow the Company to
(i)  attract  and retain  management  personnel  of  outstanding  ability,  (ii)
strengthen  the Company's  capability  to develop,  maintain and direct a highly
skilled and motivated  management  team,  (iii)  provide an effective  means for
selected  management  personnel to acquire and maintain  ownership of CDI Stock,
(iv) motivate selected  management  personnel to achieve long-range  performance
goals and  objectives,  and (v)  provide  incentive  compensation  opportunities
competitive with those of other major corporations.

     2. Definitions.

          (a)  "Agreement"  means a Stock Option  Agreement,  which is a written
confirmation furnished to an Optionee of the grant of an Option under the Plan.

          (b) "Board" means the board of directors of CDI Corp.

          (c)  "Cause"  shall be deemed to exist,  with  respect to  Independent
Directors, only if the Board determines, in accordance with CDI Corp.'s by-laws,
that  grounds  exist for the removal of the  director.  With respect to Eligible
Employees and Eligible Consultants,  Cause shall have the same meaning as is set
forth in his or her  engagement or  employment  agreement  with the Company.  If
there is no such agreement, then Cause shall mean any of the following:

               (i)  rendering  services  while under the influence of alcohol or
                    illegal drugs;

               (ii) performing  any act of dishonesty  in rendering  services to
                    the Company,  including  falsification  of records,  expense
                    accounts or other reports;

               (iii)conviction,  whether by judgment or plea, of any crime which
                    constitutes  a felony  or which  constitutes  a  misdemeanor
                    involving violence, fraud, embezzlement, or theft;

               (iv) violation of any law or agreement which results in the entry
                    of a judgment or order enjoining or preventing Optionee from
                    such  activities  as are  essential  for Optionee to perform
                    services for the Company;

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               (v)  violation of any of the Company's policies which provide for
                    termination of employment as a possible  consequence of such
                    violation;

               (vi) engaging  in conduct  which is  injurious  (other than to an
                    immaterial extent) to the Company;

               (vii)the  Company's  receipt  of  reliable  information  from any
                    source of an Optionee's  entering into or intending to enter
                    into competition with the Company; or

               (viii) refusal  to perform  such  duties as may be  delegated  or
                    assigned to the  Optionee,  consistent  with the  Optionee's
                    position, by his or her supervisor.

     (d) "CDI Stock" means common  stock,  par value at $0.10 per share,  of CDI
Corp.

     (e)  "Committee"  means  the  CDI  Corp.   Compensation  Committee  or  its
successor.

     (f) "Company", as the context requires,  means CDI Corp., CDI Corp. and its
Subsidiary  Companies or the  individual  Subsidiary  Company  which  employs or
retains an Optionee.

     (g) "Date of  Exercise"  means the date on which  notice of  exercise of an
Option is delivered to the Treasurer of CDI Corp.

     (h) "Date of Grant" means the date on which an Option is granted.

     (i) "Effective Date" means January 1, 1998.

     (j)  "Eligible  Consultant"  means an  individual  who performs  consulting
services for the Company as an  independent  contractor or through a corporation
of which the individual is the sole owner,  and who is designated as eligible to
participate in the Plan by the Committee.

     (k)  "Eligible  Employee"  means  an  employee  or  a  group  of  employees
identified  by job  classification  of the  Company who has been  designated  as
eligible to participate in the Plan by the Committee.

     (l) "Eligible Director" means any Independent Director.

     (m) "Fair  Market  Value"  means the closing  price of actual  sales of CDI
Stock on the New York Stock Exchange composite tape on a given date or, if there
are no such sales on such date,  the closing price of CDI Stock on such Exchange
on the last preceding date on which there was a sale.

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     (n)  "Independent  Director"  means any director of CDI Corp. who is not an
employee of the Company.

     (o)  "Option"  means a  non-qualified  stock  option to purchase  CDI Stock
granted under the Plan.

     (p) "Optionee"  means a person to whom an Option has been granted under the
Plan.

     (q)  "Personal  Representative"  means the person or persons who,  upon the
death or Total and Permanent  Disability of an Optionee,  shall have acquired by
will or by the laws of descent and  distribution  or by other legal  proceedings
the right to exercise an Option granted to such Optionee.

     (r) "Plan" means the CDI Corp. 1998 Non-Qualified Stock Option Plan.

     (s)  "Retainer  Fee" means the annual  retainer fee payable to  Independent
Directors  for their  service as  directors  of CDI Corp.  during a Retainer Fee
Year. A Retainer Fee does not include attendance or committee fees.

     (t) "Retainer Fee Option" means an Option  granted to an Eligible  Director
in full or partial payment of such Eligible  Director's Retainer Fee pursuant to
Paragraph 6.

     (u)  "Retainer  Fee Year"  means the one year  period  between  consecutive
annual meetings of the shareholders of CDI Corp.

     (v) "Retirement" means an Optionee's leaving the employ of the Company:

               (i)  on or after the date that the Optionee  satisfies one of the
                    following  combinations of age and years of service with the
                    Company:

                         -    60 years of age and 20 years of service;

                         -    62 years of age and 15 years of service; or

                         -    65  years of age and 5 years of service.

               (ii) at such earlier date as may be approved by the Committee, in
                    its sole discretion.

     (w) "Subsidiary  Company" means any corporation  controlled by CDI Corp. or
by a subsidiary  controlled by CDI Corp. ("control" having the meaning set forth
in Section 368(c) of the Internal  Revenue Code or  corresponding  provisions of
successor laws),  provided that if the corporation is controlled by a subsidiary
of CDI Corp.,  either CDI Corp.  must own 100% of the stock of the subsidiary or
the subsidiary must own 100% of the stock of the corporation.

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     (x) "Termination Date" means, unless otherwise determined by the Committee,
the earliest of the following:

               (i)  ten years following the Date of Grant;

               (ii) in the event an Optionee's employment or engagement with the
                    Company is terminated by the Company for Cause,  the date of
                    such termination;

               (iii)in the event an Optionee's  employment  or  engagement  with
                    the Company is terminated through the Optionee's resignation
                    or by the  Company  for  reasons  other than for Cause,  two
                    weeks following the date of such termination; or

               (iv) in the event an Optionee's employment or engagement with the
                    Company is terminated as a result of the  Optionee's  death,
                    Total and  Permanent  Disability or  Retirement,  six months
                    following such event.

(y) "Total and Permanent Disability" means a medically  determinable  disability
of a  permanent  nature as a result of which an  Optionee is entitled to receive
and is receiving disability benefits under the Social Security Act.

     3. CDI Stock  Subject to the Plan.  Not more than  1,600,000  shares of CDI
Stock may be delivered,  in the  aggregate,  pursuant to the exercise of Options
under the Plan and the  exercise  of options  under the CDI Corp.  Non-Qualified
Stock Option and Stock  Appreciation  Rights Plan. The CDI Stock delivered under
the Plan may,  at the  election of the  Company,  be either  treasury  shares or
shares originally issued for the purpose.  When an Option is granted, the number
of shares of CDI Stock subject to such Option shall be reserved for issuance out
of the shares of CDI Stock  remaining  available for issuance under the Plan. If
Options  granted under the Plan terminate or expire  without being  exercised in
whole or in part,  other Options may be granted covering the shares of CDI Stock
not delivered.  No individual shall be eligible to receive,  in any one calendar
year,  Options  with  respect to more than  400,000  shares of CDI Stock  (which
number is subject to adjustment as provided in Paragraph 14 hereof).

     4.  Rights to be  Granted.  Non-qualified  stock  options,  which  give the
Optionee the right for a specified time period to purchase a specified number of
shares  of CDI  Stock at a  specified  price  shall be  granted  under the Plan,
subject to the discretion of the Committee.

     5.  Administration.  The Plan shall be administered  by the Committee.  The
Committee  shall have all necessary  powers to administer  the Plan,  including,
without limitation,  the authority to determine the term and vesting schedule of
Options or holding  period,  if any,  applicable to shares of CDI Stock received
pursuant to the exercise of an

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Option.  The  Committee  will be  composed  entirely  of persons who are both an
"Outside  Director"  (as such term is defined or  interpreted  for  purposes  of
Section  162(m)  of the  Internal  Revenue  Code of  1986,  as  amended)  and an
"Independent  Director" (as such term is defined or interpreted  for purposes of
Rule 16b-3 under the Securities  Exchange Act of 1934, as amended).  Except with
respect to Retainer Fee Options,  the Committee may determine  from time to time
which  eligible  persons shall be granted  Options under the Plan, the number of
shares  of CDI  Stock to be  subject  to the  Option  in each case and the other
substantive provisions of each Option. However, any Options, other than Retainer
Fee  Options,  granted  to a member of the  Board  must  also be  approved  by a
majority of the Board not including the recipient.

     6. Retainer Fee Options.

          (a) All or a portion of the Retainer Fee payable to Eligible Directors
may, at the election of the Director,  be paid in the form of Options.  Prior to
the  beginning of each Retainer Fee Year,  each  Eligible  Director may elect to
receive  Options in lieu of all or a portion of the cash  Retainer Fee that such
Director would  otherwise be paid for his/her  service as a Director during such
Retainer  Fee Year.  On the first  business  day of each  Retainer Fee Year each
Director who has made such an election will be granted an Option for that number
of shares of CDI Stock which will result in the Option  having the value  chosen
by the Director,  using a Black-Scholes valuation as of such date of grant. Such
number of shares will be subject to adjustment as provided in Paragraph 14.

          (b) The  Committee  may  determine  from time to time the terms of the
Retainer Fee Options,  provided such terms are consistent  with the terms of the
Plan.  Unless  otherwise  determined by the Committee,  (i) Retainer Fee Options
shall  vest (and  therefore  will be  exercisable)  upon the  completion  of the
Retainer Fee Year for which the Retainer Fee Options have been granted,  (ii) if
an Eligible Director ceases to be a member of the Board for any reason, unvested
Retainer Fee Options  shall expire and be  unexercisable  and the portion of the
Eligible  Director's  Retainer  Fee earned as of the date of  cessation  that is
represented  by such  unvested  Retainer  Fee Options  shall be paid in cash and
(iii) vested Retainer Fee Options will not terminate until the expiration of the
options'  full terms  notwithstanding  an earlier  termination  of a  Director's
service as a Director of the Company.

     7.  Eligibility.  The  Committee  may,  from time to time,  subject  to the
provisions  of the Plan and such  terms  and  conditions  as the  Committee  may
prescribe,  award Options to any Eligible Employee or Eligible Consultant.  Only
Eligible Directors shall be eligible to receive Retainer Fee Options pursuant to
Paragraph 6.

     8. Option Exercise Price.

          (a) The price at which CDI Stock may be  purchased  on  exercise of an
Option shall be  determined in each case by the  Committee,  but may not be less
than 100% of the Fair  Market  Value of the CDI Stock on the last  trading  date
immediately  preceding the Date of Grant;  provided,  however, that the price at
which CDI Stock may

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be purchased on exercise of a Retainer Fee Option shall be the Fair Market Value
of CDI Stock on the last trading day immediately preceding the Date of Grant.

          (b) Upon  exercise of any Option  granted  pursuant  to the Plan,  the
Optionee shall pay the Option price in cash or, in whole or in part, through the
transfer  to the  Company  of  shares  of CDI  Stock  that have been held by the
Optionee  for at least six  months.  In the event such  Option  price is paid in
whole or in part with shares of CDI Stock,  the  portion of the Option  price so
paid shall be equal to the Fair  Market  Value of CDI Stock on the last  trading
day immediately preceding such date of exercise.

     9. Issuance of Certificates; Payment of Cash.

          (a) Upon  payment  of the  Option  price and  satisfaction  of the tax
payment  obligation set forth in Paragraph 9(b), a certificate for the number of
whole shares of CDI Stock to which the  Optionee is entitled  shall be delivered
to such Optionee by CDI Corp.

          (b) The Company shall not issue or transfer CDI Stock upon exercise of
an  Option  until  the  Option  price  is  fully  paid  and the tax  withholding
obligations with respect to the exercise of the Option have been satisfied.  The
Optionee  may  satisfy any  statutory  amounts  required  to be  withheld  under
applicable federal, state and local income, payroll, social security and similar
tax laws in effect from time to time by remitting the required amount of cash to
the Company or by electing to have the Company withhold that number of shares of
CDI Stock being  purchased  through the exercise of the Option which have a Fair
Market Value equal to the amount of tax to be paid.

     10. Term.  Unless  otherwise  determined by the Committee,  Options granted
under the Plan shall not be exercisable after the Termination Date.

     11. Vesting. Unless otherwise determined by the Committee,  Options granted
under the Plan will vest as follows:

          (a) Subject to the accelerated  vesting  provision of Paragraph 11(b),
Options  will  vest  at the  rate of 20% per  year  on  each of the  first  five
anniversaries of the Date of Grant;

          (b) If an  Optionee's  employment  with the  Company  terminates  as a
result of the Optionee's  Retirement,  death or Total and Permanent  Disability,
the Option will vest as to all unvested shares as of the date of such event.

     12. Exercise of Options. Unless otherwise determined by the Committee,  the
vested  portion of an Option  may be  exercised  in whole or in part  during its
term, but only as to whole shares,  provided that an Option shall be exercisable
only by an Optionee during his lifetime,  by his Personal  Representative in the
event of the  Optionee's  death or Total  and  Permanent  Disability,  or by any
permitted transferee under Paragraph 13.

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     13.  Transferability of Options. No Option may be transferred,  in whole or
in part,  unless the Option is transferred (i) by will or the applicable laws of
descent and  distribution,  or (ii) to the extent allowed under the terms of the
Agreement,  to the spouse or  descendant  of an  Optionee  or to a trust for the
benefit of the spouse or descendant of an Optionee.

     14.  Adjustment  on  Change  in  Capitalization.  In  case  the  number  of
outstanding  shares of CDI  Stock is  changed  as a result of a stock  dividend,
stock split, recapitalization,  combination,  subdivision, issuance of rights or
other similar corporate change, and unless the Board determines otherwise, there
shall be an automatic  adjustment in (a) the  aggregate  number of shares of CDI
Stock  which  may be  issued  under  the  Plan,  (b) the per  individual  annual
limitation  set forth in Paragraph 3 above,  and (c) the number of shares of CDI
Stock subject to, and the Option price of, any then outstanding Options.

     15. Certain Corporate  Transactions.  If during the term of any Option, CDI
Corp. or any  Subsidiary  Company shall be merged into or  consolidated  with or
otherwise  combined with or acquired by another person or entity,  or there is a
divisive  reorganization  or a liquidation or partial  liquidation of CDI Corp.,
CDI Corp.  may (but shall not be required to) take any of the following  courses
of action:

          (a) Not  less  than 10 days nor  more  than 60 days  prior to any such
transaction,  all Optionees shall be notified that their Options shall expire on
the 10th day after the date of such notice,  in which event all Optionees  shall
have the right to exercise  all of their  Options  prior to such new  expiration
date; or

          (b) CDI Corp.  shall provide in any agreement with respect to any such
merger,  consolidation,  combination or acquisition  that the surviving,  new or
acquiring  corporation shall grant options to the Optionees to acquire shares in
such corporation provided that the excess of the fair market value of the shares
of  such  corporation   immediately  after  the  consummation  of  such  merger,
consolidation,  combination or acquisition  over the option price,  shall not be
less than the excess of the Fair  Market  Value of CDI Stock  over the  exercise
price  of  Options,  immediately  prior  to the  consummation  of  such  merger,
consolidation, combination or acquisition; or

          (c) CDI  Corp.  shall  take  such  other  action  as the  Board  shall
determine to be reasonable under the  circumstances in order to permit Optionees
and Eligible  Directors to realize the value of rights granted to them under the
Plan.

     16. Plan Not to Affect Relationship With the Company.  Neither the Plan nor
any Option  shall confer upon any person any right to continue in the service of
the Company.

     17.  Cancellation  of Options and Repayment of Gains.  Notwithstanding  any
other  provision of this Plan, the Board may, in its sole  discretion and to the
extent allowed in an Optionee's  Agreement,  cancel the outstanding Options held
by such  Optionee  and/or  require the  Optionee to pay to the Company an amount
equal to any

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gains  derived  from the  exercise  of any  Options  previously  granted  to and
exercised by such Optionee if the Board, in its sole discretion, determines that
such  Optionee  has entered into or intends to enter into  competition  with any
member of the Company.

     18. Shareholder Rights and Privileges.  An Optionee shall have no rights as
a shareholder with respect to any shares of CDI Stock covered by an Option until
the issuance of a stock certificate to the Optionee representing such shares.

     19.  Amendment.  The Board may at any time  terminate the Plan or make such
changes  therein as it shall deem  advisable.  No  outstanding  Option  shall be
affected by any such  amendment  without the written  consent of the Optionee or
other person then entitled to exercise such Option.

     20.  Securities  Laws.  The Committee  shall make each grant under the Plan
subject to such  conditions  as shall  cause both the grant and  exercise  of an
Option to  comply  with the  then-existing  requirements  of Rule  16b-3 (or any
similar rule) of the Securities and Exchange Commission.

     21.  Performance-Based  Compensation.  Unless  otherwise  provided  by  the
Committee  in its  discretion,  it is  intended  that  all  compensation  income
recognized  by Eligible  Employees as the result of the exercise of Options,  or
the  disposition  of CDI  Stock  acquired  on  exercise  of  Options,  shall  be
considered   performance-based   compensation   excludable  from  such  Eligible
Employee's  "applicable employee  remuneration" pursuant to section 162(m)(4)(C)
of the Internal Revenue Code of 1986, as amended.

     22.  General.  Each  Option  granted  shall be  evidenced  by an  Agreement
containing  such  terms and  conditions  not  inconsistent  with the Plan as the
Committee may determine.  The issuance of CDI Stock on the exercise of an Option
shall be  subject  to all of the  applicable  requirements  of the  Pennsylvania
Business  Corporation  Law and other  applicable  laws.  Among other things,  an
Optionee may be required to deliver an investment  representation to the Company
in connection with any exercise of an Option or to agree to refrain from selling
or otherwise disposing of the CDI Stock acquired for a specified period of time.

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