CDI CORP.

                              EMPLOYMENT AGREEMENT

     This EMPLOYMENT  AGREEMENT (the  "Agreement") is entered into as of the 8th
day  of  April,  2000  between  CDI  Corp.,  a  Pennsylvania   corporation  (the
"Company"), and Mitchell Wienick ("Executive").

     Executive  has been  employed  by the  Company as its  President  and Chief
Executive  Officer  under the terms of an employment  agreement  dated March 11,
1997 (the "Prior Agreement").  The original term of that agreement expired April
7, 2000.

     The Company  desires to  continue to employ  Executive,  and  Executive  is
willing to remain  employed  by the  Company,  upon the terms and subject to the
conditions hereinafter set forth.

     NOW, THEREFORE,  in consideration of the mutual covenants set forth herein,
and intending to be legally bound hereby, the parties agree as follows:

                                      TERMS

SECTION 1.     EMPLOYMENT.

     The Company hereby  continues  Executive in its  employment,  and Executive
hereby accepts such continued  employment and agrees to continue to serve as the
Company's  President and Chief Executive Officer,  and to render services to the
Company and its  subsidiaries,  divisions and affiliates,  during the Employment
Period set forth in Section 3, subject to the terms and  conditions  hereinafter
set forth.

SECTION 2.     MANAGEMENT & BOARD DUTIES.

     As  President  and  Chief  Executive  Officer  of the  Company  during  the
Employment  Period,  Executive  shall carry out such  duties as are  customarily
associated  with the position of president and chief  executive  officer,  which
duties  shall  however in all cases be subject  to  policies  set by, and at the
direction  and  control  of, the  Company's  Board of  Directors  (the "Board of
Directors").  The Company shall use its best efforts to have Executive nominated
and elected to the Board of Directors during the Employment  Period.  During the
Employment  Period,  Executive  shall be  afforded  the full  protection  of the
indemnifications  generally  available  to  officers  and  directors  under  the
Company's by-laws.

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SECTION 3.     TERM.

     The term of Executive's  employment  under this Agreement (the  "Employment
Period")  shall  commence as of April 8, 2000,  and,  unless  sooner  terminated
pursuant  to  Section 7 of this  Agreement,  shall  continue  until the close of
business on April 7, 2002. At the end of such original  period,  the  Employment
Period  shall be  automatically  extended  thereafter  for  successive  one-year
periods  unless  sooner  terminated  pursuant to Section 7 of this  Agreement or
unless  either party  notifies the other party in writing at least 90 days prior
to the scheduled  expiration of the  Employment  Period that it does not wish to
extend the Employment Period for any additional one-year periods. This Agreement
survives any termination of the Employment Period.

SECTION 4.     EXTENT OF SERVICES.

     During the  Employment  Period,  Executive  shall  devote his full time and
attention and give his best efforts,  skills and  abilities  exclusively  to the
management  and  operations  of the Company and its business and the business of
its subsidiaries, divisions and affiliates. Executive shall perform his services
hereunder at the Company's  offices in  Philadelphia,  Pennsylvania  and at such
other places as are required for the effective management of the Company and its
business and the business of its subsidiaries,  divisions and affiliates. During
the Employment  Period,  Executive  shall,  if elected or appointed,  serve as a
director of the  Company  and as an  executive  officer  and/or  director of any
subsidiary,  division or  affiliate  of the Company and shall hold,  without any
compensation other than that provided for in this Agreement,  the offices in the
Company and in any such  subsidiary,  division or affiliate  to which  Executive
may, at any time or from time to time, be elected or appointed.

SECTION 5.     COMPENSATION AND BENEFITS.

     (a)  Base Salary. During the Employment Period,  Executive shall receive as
compensation  for his  services  a salary  at the rate of Six  Hundred  Thousand
Dollars  ($600,000) per annum payable in equal installments at such intervals as
the Company pays its senior  executive  officers  generally (the "Base Salary").
The Base Salary shall be reviewed  annually by the Board of Directors and may be
increased  if so  determined  by the Board of Directors in its absolute and sole
discretion.

     (b)  Restricted  Stock.  On March 11, 1997,  Executive  was granted  30,000
restricted  shares  of the  Company's  Common  Stock  (the  "Restricted  Stock")
pursuant  to the terms of the  Restricted  Stock  Agreement  attached  hereto as
Exhibit A. Pursuant to Section 6 of the Restricted  Stock  Agreement,  Executive
shall  not be able to  sell,  transfer  or  otherwise  benefit  from  any of the
Restricted Stock until such

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shares vest pursuant to Section 4 of the Restricted  Stock Agreement.
Of the 30,000 shares of Restricted  Stock,  one-half of those shares (15,000) to
the  extent  not  already  vested  or  forfeited  in  accordance  with the Prior
Agreement,  shall  continue to vest pursuant to the bonus awards in Section 5(d)
of this Agreement. Any share of Restricted Stock that does not vest on the first
date that such share was eligible to vest because  Executive did not receive the
Maximum  Bonus Award shall be forfeited  on that date and shall never vest.  The
other half of the 30,000 shares of  Restricted  Stock  (15,000)  shall vest over
time as described in Section 4 of the Restricted Stock Agreement.

     (c) Nonqualified Stock Options.  As of the date hereof,  Executive shall be
granted  non-qualified stock options to purchase 150,000 shares of the Company's
Common Stock pursuant to the terms of the  Non-Qualified  Stock Option Agreement
attached hereto as Exhibit B.

     (d) Bonus Awards. Executive shall be eligible to receive bonus compensation
during  the  Employment  Period.  Such  bonus  awards  shall be  based  upon the
Company's  annual  financial  results,  as  reflected in the  Company's  audited
financial  statements for such period, and shall consist of a cash payment and a
vesting of Restricted  Stock.  The bonus  compensation  shall be determined on a
basis no less  favorable  than  under  the  terms of the  Company's  Annual  and
Performance  Share  bonus  plans  (the  "Bonus  Plans") as in effect on the date
hereof. In addition,  for each calendar year in which the Executive achieves the
threshold  performance  target established for his annual bonus under (i) below,
3,000 shares of the Restricted  Stock described in (b) above shall vest. If that
threshold  performance  target is not achieved in any calendar  year,  the 3,000
shares of Restricted  Stock that would have vested had that  threshold been met,
will be forfeited.  After all 15,000 shares of Restricted Stock have either been
vested or forfeited, the Executives bonuses shall consist solely of awards under
the Bonus Plans,  plus the vesting of any additional  shares of restricted stock
that  the  Board  of  Directors  may in its sole  discretion  determine  to make
available to Executive.  The bonus award during Executive's  employment with the
Company shall be determined as follows:

          (i) Within a mutually  agreeable  time period  before the beginning of
each  calendar  year,  Executive  shall submit to the Board of Directors for its
approval the Company's operational plan, including a fiscal budget, for the next
calendar year. A committee of the Board of Directors,  all of the voting members
of which  shall be outside  directors  as defined in  regulations  issued  under
ss.162(m) of the  Internal  Revenue Code of 1986,  as amended,  shall  establish
goals each year based on the approved operational plan, the budget and the terms
of the  Company's  Bonus Plans.  The goals and  conditions  established  for the
Executive's bonus  opportunities  shall be consistent with those established for
other senior  executives  of the Company.  Provided  that the Board of Directors
then ratifies  those goals,  the Executive  shall receive the  percentage of the
maximum  bonus  award,

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                                     <PAGE>

specified  by the  applicable  bonus plan,  depending on
whether the Company  attains all or a portion of the goals  established for that
year.

Any of the Company's  financial results that are used to calculate bonuses under
this  Section  5(d) shall be taken  only from the  Company's  audited  financial
statements for the applicable year.

          (ii)  Payment of Bonuses and  Vesting of  Restricted  Stock.  All cash
bonuses  payable  under this Section 5(d) shall be paid to Executive  within two
weeks after the delivery of audited financial  statements to the Company for the
prior  calendar  year.  Any shares of Restricted  Stock that vest as a result of
Executive  receiving  all or a portion of the maximum  bonus award shall  become
vested on the same date that the cash  bonus is paid to  Executive.  No  bonuses
will be paid to  Executive,  and no shares of  Restricted  Stock shall vest,  if
Executive's employment with the Company has terminated before the bonus has been
paid,  regardless of whether he would have been entitled to a bonus based on the
Company's  financial results for the prior year,  unless the Company  terminates
Executive  without  Cause  after a year has ended but before  the bonus  becomes
payable for such year.

     (e) Employee  Benefits.  During the Employment  Period,  Executive shall be
entitled to participate in all employee  benefit plans and programs  approved by
the Board of Directors as the Company  shall  provide  generally to other senior
executive officers of the Company from time to time, other than any bonus plans.
In addition,  the Company's  contribution  on behalf of Executive  under the CDI
Corporation Excess Benefit Plan in a particular plan year shall be calculated as
if  compensation  under the Excess  Benefit Plan  included any bonus awards made
under  Section 5(d) for that plan year,  including  the fair market value of any
shares of Restricted Stock that became vested (whether  automatically or as part
of a bonus award), as determined as of the date on which they vest, in that plan
year.  Executive shall begin participation in the Company's disability insurance
programs as of the date his employment commences hereunder,  notwithstanding any
terms of such programs to the contrary.

     (f) All payments to Executive or his estate made pursuant to this Agreement
shall be subject to such withholding as may be required by any applicable laws.

SECTION 6.     EXPENSE REIMBURSEMENTS.

     During the Employment Period, the Company shall reimburse Executive for all
reasonable  and  itemized  out-of-pocket  expenses  incurred by Executive in the
ordinary course of the Company's  business,  provided such expenses are properly
reported to the Company in accordance with its accounting procedures.

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                                     <PAGE>

SECTION 7.     TERMINATION.

     (a) The  Employment  Period may be terminated by either the Board on behalf
of the Company or the  Executive  at any time or for any reason,  as provided in
this Section  7(a). In addition to the  scheduled  expiration of the  Employment
Period set forth in Section 3, the  Employment  Period shall  terminate upon the
earliest to occur of the following:

          (i) the Executive's death or Disability;

          (ii)  delivery by the Company to Executive of a written  notice of the
Company's election to terminate Executive's employment hereunder, for any reason
whatsoever; or

          (iii) the close of business on the day which is 90 days after the date
on which the Executive  shall have  delivered to the Company  written  notice of
Executive's election to terminate Executive's employment hereunder.

     (b) For  purposes  of this  Agreement,  "Disability"  shall  have  the same
meaning as "Total  Disability"  under the CDI  Corporation  Long Term Disability
Benefits Program, or such other comparable program as may then be in effect that
provides long term disability coverage to the Company's management employees.

     (c) For purposes of this  Agreement,  "Cause"  means any one or more of the
following bases for termination of Executive's employment with the Company:

          (i) Executive's  commission of a felony or other crime involving moral
turpitude;

          (ii) Executive's refusal to perform such services as may be reasonably
delegated or assigned to Executive,  consistent with his position,  by the Board
of Directors;  provided, however, that a termination under this Section 7(c)(ii)
shall not be for Cause unless the Company  provides  written notice to Executive
of its intention to terminate  Executive for Cause under this Section  7(c)(ii),
and Executive fails, to the reasonable  satisfaction of the Company, to cure the
defects stated in such written notice within ten days after the notice was given
to Executive;

          (iii) Executive's willful misconduct or gross negligence in connection
with  the  performance  of his  duties  under  this  Agreement  that  materially
adversely affects  Executive's  ability to perform his duties for the Company or
materially adversely affects the Company;

          (iv) Executive's  material breach of any of the terms or conditions of
this Agreement;

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                                     <PAGE>

          (v) receipt of notice  from  Executive  of  Executive's  intention  to
terminate his employment with the Company; or

          (vi)  receipt  of  reliable   information   from  another   source  of
Executive's  intention  to  terminate  his  employment  with the Company  unless
Executive  delivers a written  statement to Company  providing  that he does not
intend to terminate his employment with the Company as long as such statement is
delivered  to the  Company no later than 48 hours  after the  Company  has asked
Executive  whether  its  information   regarding  his  intended  termination  is
accurate.

     (d) Following any  termination of  Executive's  employment  hereunder,  all
obligations of the Company under this Agreement shall  terminate  except (i) any
obligations  with respect to the payment of accrued and unpaid salary or expense
reimbursements  under  Sections 5 or 6 hereof  through  the date of  Executive's
termination of employment  hereunder,  and (ii) any  obligations as set forth in
Section 7(e) or 7(h).

     (e) In the  event  of any  termination  of  Executive's  employment  by the
Company  other than for Cause,  by  Executive  for Good Reason,  as  hereinafter
defined,  or as a result of Executive's  death or Disability,  the Company shall
continue to pay Executive his Base Salary in the same intervals and amounts that
were in effect immediately prior to termination, until the later of (i) one year
from the date of such  termination or (ii) the next scheduled  expiration of the
Employment  Period,  without  regard for any  renewals  that would or might have
taken place but for  Executive's  termination of  employment.  The period during
which the Company is required to continue to pay Executive his Base Salary under
this Section 7(e) is referred to as the "Severance Period." During the Severance
Period, the Company shall continue to pay for medical benefit plans and programs
for Executive comparable to those in which Executive  participated and for which
the Company paid  immediately  prior to Executive's  termination  (except to the
extent  Executive   receives   comparable   benefits  from  another   employer).
Notwithstanding  the  above,  no  amounts  shall be paid or  become  payable  to
Executive  during the  Severance  Period  until  Executive  has executed a valid
release and waiver of all claims and  potential  claims  against the Company and
other related parties in a form that is reasonably  satisfactory to the Company,
and any  required  waiting  period under such release and waiver has expired and
Executive has not revoked the release during such waiting period.

          (i) "Good  Reason"  exists  if the  Executive  voluntarily  terminates
employment  with the  Company  following  a Change in  Control,  as  hereinafter
defined,  because  (A)  Executive  is  assigned  duties  that are  demeaning  or
otherwise  materially  inconsistent  with  the  duties  currently  performed  by
Executive,  or (B)  Executive's  place of  employment  with the Company is moved
outside the Philadelphia  metropolitan area. Before the Executive terminates for
Good Reason, he must notify the Company in writing of his intention to terminate
and the

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Company shall have 15 days after receiving such written notice to remedy
the situation, if possible.

          (ii)  "Change in  Control"  shall mean a change in control of a nature
that  would  be  required  to be  reported  in  response  to Item 1 of Form  8-K
promulgated  under the Securities  Exchange Act of 1934, as amended (the "Act"),
provided, that, without limitation,  such a change in control shall be deemed to
have  occurred if (A) any "person"  (as such term is used in Sections  13(d) and
14(d) of the Act), other than (1) the Company,  (2) any "person" who on the date
hereof is a director or officer of the Company, (3) any "person" who on the date
hereof  is the  beneficial  owner  of 5% or  more  of the  voting  power  of the
Company's  outstanding  securities  or an  affiliate of any such person or (4) a
trust established under an employee benefit plan for employees of the Company of
its  subsidiaries,  is or becomes  the  "beneficial  owner," (as defined in Rule
13d-3  under the Act),  directly or  indirectly,  of  securities  of the Company
representing  more than 50% of the combined  voting power of the Company's  then
outstanding securities; or (B) during any period of two consecutive years during
the term of this  Agreement,  individuals  who at the  beginning  of such period
constitute the Board (the "Incumbent  Board") cease for any reason to constitute
at least a majority of the Board,  unless the election of each  director who was
not a director at the  beginning of such period has been  approved in advance by
directors  representing  at least a majority of the directors then in office who
were  members of the  Incumbent  Board or whose  election  was  approved  by the
Incumbent Board.

     (f)  Any  termination  by  the  Company  or  by  Executive  of  Executive's
employment hereunder shall be communicated by written notice.

     (g) Except as provided in (h) below, any severance  compensation granted in
this Section 7 shall be the sole and  exclusive  compensation  or benefit due to
Executive upon termination of Executive's employment.

     (h) If  Executive's  employment  is  terminated  for any reason  other than
Cause,  following a Change in Control then,  in addition to any other  benefits,
including  pursuant to option  agreements and employee  benefit plans,  to which
Executive  may be entitled  following  such a Change in Control,  the  Executive
shall be entitled to:

          (i) a payment equal to the excess of twice the Executive's Base Salary
paid during that year of the  Employment  Period  during which the greatest Base
Salary  was paid over the  amount of  severance  pay to which the  Executive  is
entitled under Section 7(e);

          (ii) a bonus  payment  in an  amount  determined  by the  Compensation
Committee of the Company's Board of Directors, as constituted immediately before
the  effective  date of the  Change in  Control,  up to a  maximum  of

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twice the Executive's  highest  bonus  payments  made during  that year of the
Employment Period in which the greatest aggregate bonuses were paid;

          (iii)  vesting of the  Restricted  Stock  described  in  Section  5(b)
immediately  upon the Executive's  satisfaction  of his non-compete  obligations
under Section 9(i) hereof;

          (iv)  release  from  any  restrictions  on the  sale by  Executive  of
Restricted  Stock  granted  to him  under  this  Agreement  and its  predecessor
immediately  upon the Executive's  satisfaction  of his non-compete  obligations
under Section 9(i) hereof ,

provided that the payments to be made under this Section 7(h), together with all
payments  otherwise  to be made to the  Executive  on  account  of the Change in
Control,  shall  be  limited  to the  maximum  amount  that  can be  paid to the
Executive  without  the  imposition  on such  payments  of any  excise tax under
section 4999 of the Code or any loss of deduction by the Company  under  section
280G of the Code. If it shall be finally  determined  that payments in excess of
those limits have been made to the Executive,  such payments shall be considered
to have been a loan to the  Executive  by the Company and shall be repaid,  with
interest at the short term annual rate  established  under  section  1274 of the
code, upon demand by the Company.

SECTION 8.     REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS OF EXECUTIVE.

     (a) Executive  represents and warrants that his experience and capabilities
are such that the  provisions of Section 9 will not prevent him from earning his
livelihood,  and  acknowledges  that it would  cause  the  Company  serious  and
irreparable  injury and cost if Executive  were to use his ability and knowledge
in competition with the Company or to otherwise breach the obligations contained
in Section 9.

     (b)  Executive  acknowledges  that  (i)  during  the  term  of  Executive's
employment with the Company,  Executive has had and will continue to have access
to Confidential Information;  (ii) such Confidential Information is proprietary,
material and important to the Company and its non-disclosure is essential to the
effective and successful conduct of the Company's business;  (iii) the Company's
business,  its customers'  business and the  businesses of other  companies with
which the  Company  may have  commercial  relationships  could be damaged by the
unauthorized use or disclosure of this Confidential Information;  and (iv) it is
essential to the protection of the Company's  goodwill and to the maintenance of
the Company's  competitive  position that the  Confidential  Information be kept
secret,  and that Executive not disclose the Confidential  Information to others
or use the Confidential Information to Executive's advantage or the advantage of
others.

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     (c) Executive  acknowledges  that as the Company's Chief Executive  Officer
and  President,  Executive has been and will continue to be put in a position of
trust and confidence and have access to Confidential Information,  will continue
to supervise the operations and employees of the Company, will continue to be in
contact with customers and prospective  customers,  will continue to participate
in the  preparation  and  submission  of bids and  proposals  to  customers  and
prospective  customers,  and will continue to be responsible for the formulation
and implementation of the Company's strategic plans.

     (d) Executive  acknowledges  that as the Company's Chief  Executive,  it is
essential for the Company's  protection  that Executive be restrained  following
the  termination of Executive's  employment  with the Company from soliciting or
inducing any of the  Company's  officers and  management  employees to leave the
Company's employ,  hiring or attempting to hire any of the Company's officers or
management  employees,  soliciting  the Company's  customers and suppliers for a
competitive  purpose,  and competing against the Company for a reasonable period
of time.

     (e) Executive  represents  and warrants that  Executive is not bound by any
other agreement, written or oral, which would preclude Executive from fulfilling
all the  obligations,  duties and covenants in this  Agreement.  Executive  also
represents  and warrants that  Executive  will not use, in  connection  with his
employment  under this  Agreement,  any  materials  which may be construed to be
confidential to a prior employer or other persons or entities. In the event of a
breach of this Section 8 which results in damage to the Company,  Executive will
indemnify and hold the Company harmless with respect to such damage.

References in this Section 8 to the Company shall include the Company, its
subsidiaries, divisions and affiliates.

SECTION 9.     EXECUTIVE'S COVENANTS AND AGREEMENTS

     (a)  Executive  agrees  to  maintain  full  and  complete  records  of  all
transactions and of all services performed by Executive on behalf of the Company
and to submit  this  information  to the  Company in the manner and at the times
that the Company may, from time to time, direct.

     (b) Executive agrees to devote  Executive's entire productive time, ability
and  attention  to the  Company's  business  during the term of this  Agreement.
Executive further agrees not to, directly or indirectly,  render any services of
a  business,   commercial  or  professional   nature  to  any  other  person  or
organization, whether for compensation or otherwise, without the Company's prior
written consent.

     (c) Executive  agrees to abide by and comply with all personnel and company
practices and policies applicable to Executive.

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                                     <PAGE>

     (d) Executive shall promptly and completely disclose to the Company and the
Company  or its  customers  will  own all  rights,  title  and  interest  to any
Inventions  made,  recorded,  written,  first  reduced to practice,  discovered,
developed,  conceived,  authored or obtained by Executive, alone or jointly with
others,  during the term of Executive's  employment with the Company (whether or
not such  Inventions  are made,  recorded,  written,  first reduced to practice,
discovered, developed, conceived, authored or obtained during working hours) and
for one year after  termination  of  Executive's  employment  with the  Company.
Executive  agrees  to take  all  such  action  during  the  term of  Executive's
employment  with the  Company  or at any time  thereafter  as may be  necessary,
desirable  or  convenient  to assist the  Company or its  customers  in securing
patents, copyright registrations, or other proprietary rights in such Inventions
and in defending and enforcing the Company's or such  customer's  rights to such
Inventions,  including  without  limitation  the  execution  and delivery of any
instruments of assignments or transfer,  affidavits, and other documents, as the
Company or its  customers may request from time to time to confirm the Company's
or its customers' ownership of the Inventions. Executive represents and warrants
that as of the date hereof there are no works, software, inventions, discoveries
or  improvements  (other  than  those  included  in a  copyright  or  patent  of
application therefor) which were recorded, written, conceived, invented, made or
discovered by Executive  before entering into this Agreement and which Executive
desires to be removed from the provisions of this Agreement.

     (e)  For  purposes  of  this   Agreement,   "Inventions"   means  concepts,
developments,   innovations,   inventions,   information,   techniques,   ideas,
discoveries,   designs,  processes,  procedures,   improvements,   enhancements,
modifications (whether or not patentable),  including, but not limited to, those
relating to hardware, software, languages, models, algorithms and other computer
system components,  and writings,  manuals,  diagrams,  drawings, data, computer
programs, compilations and pictorial representations and other works (whether or
not copyrightable). Inventions does not include those which are made, developed,
conceived,  authored or obtained by Executive  without the use of the  Company's
resources  and which do not  relate to any of the  Company's  past,  present  or
prospective activities.

     (f) During and after the term of Executive's  employment  with the Company,
Executive  will  hold  all  of the  Confidential  Information  in the  strictest
confidence  and will not use any  Confidential  Information  for any purpose and
will not  publish,  disseminate,  disclose or  otherwise  make any  Confidential
Information  available  to  any  third  party,  except  as may  be  required  in
connection with the performance of Executive's duties hereunder.

     (g) For purposes of this Agreement,  "Confidential  Information"  means all
information, data, know-how, systems and procedures of a technical, sensitive or
confidential  nature  in any form  relating  to the  Company  or its

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customers,  including  without  limitation  about  Inventions,  all business and
marketing plans,  marketing and financial information,  pricing,  profit margin,
cost and sales information,  operations  information,  forms,  contracts,  bids,
agreements, legal matters, unpublished written materials, names and addresses of
customers  and  prospective  customers,  systems  for  recruitment,  contractual
arrangements,  market research data, information about employees,  suppliers and
other  companies  with which the Company has a commercial  relationship,  plans,
methods,   concepts,   computer  programs  or  software  in  various  stages  of
development, passwords, source code listings and object code.

     (h) All  files,  records,  reports,  programs,  manuals,  notes,  sketches,
drawings,   diagrams,   prototypes,   memoranda,   tapes,   discs,   and   other
documentation,  records and  materials in any form that in any way  incorporate,
embody or  reflect  any  Confidential  Information  or  Inventions  will  belong
exclusively  to the Company and its customers and Executive will not remove from
the Company's or its customers'  premises any such items under any circumstances
without the prior written consent of the party owning such item.  Executive will
deliver to the Company all copies of such materials in Executive's  control upon
the Company's  request or upon  termination of Executive's  employment  with the
Company and, if  requested  by the Company,  will state in writing that all such
materials were returned.

     (i) For (1) the period  during which the Executive is entitled to severance
payments under Section 7, other than Section 7(h), if the Executive's employment
is  terminated  by the Company  other than for Cause,  or (2) for a period which
extends to the later of two years immediately following Executive's  termination
or the  date of  which  the  Employment  Period  was  scheduled  to  expire,  if
Executive's employment is terminated by the Executive for any reason,  including
resignation by Executive or by the Company, with Cause, Executive agrees not to:

          (i) own, manage,  operate,  finance,  join, control, or participate in
the ownership, management,  operation, financing or control of, or be connected,
directly or indirectly, as proprietor, partner, shareholder,  director, officer,
executive, employee, agent, creditor, consultant,  independent contractor, joint
venturer, investor,  representative,  trustee or in any other capacity or manner
whatsoever  with,  any entity that engages or intends to engage in any Competing
Business anywhere in the world. "Competing Business" means any business or other
enterprise which engages in the staffing business; and

          (ii) directly or  indirectly,  solicit,  interfere  with or attempt to
entice away from the Company, any officer or management employees of the Company
or anyone who was one of the Company's  officers or management  employees within
12 months prior to such contact, solicitation, interference or enticement; and

                                       11

                                     <PAGE>

          (iii) contact, solicit,  interfere with or attempt to entice away from
the Company, any customer on behalf of a Competing Business.

References  in this  Section 9 to the Company  shall  include the  Company,  its
subsidiaries, divisions and affiliates.

SECTION 10.    REMEDIES.

     Executive  acknowledges  that  his  promised  services  hereunder  are of a
special, unique, unusual,  extraordinary and intellectual character,  which give
them  peculiar  value  the loss of which  cannot  be  reasonably  or  adequately
compensated in an action of law, and that, in the event there is a breach hereof
by Executive, the Company will suffer irreparable harm, the amount of which will
be impossible to ascertain. Accordingly, the Company shall be entitled, if it so
elects,  to  institute  and  prosecute  proceedings  in any  court of  competent
jurisdiction, either at law or in equity, to obtain damages for any breach or to
enforce  specific  performance  of the  provisions or to enjoin  Executive  from
committing  any act in breach of this  Agreement.  The  remedies  granted to the
Company  in this  Agreement  are  cumulative  and are in  addition  to  remedies
otherwise  available  to the  Company  at law or in  equity.  If the  Company is
obliged to resort to the courts for the  enforcement  of any of the covenants of
Executive  contained in Section 9 hereof,  each such covenant  shall be extended
for a period of time equal to the period of such breach, if any, which extension
shall  commence on the later of (i) the date on which the original  (unextended)
term of such  covenant is  scheduled  to terminate or (ii) the date of the final
court order (without further right of appeal) enforcing such covenant.

SECTION 11.         WAIVER OF BREACH.

     The waiver by the Company of a breach of any provision of this Agreement by
Executive  shall  not  operate  or be  construed  as a  waiver  of any  other or
subsequent  breach  by  Executive  of such or any other  provision.  No delay or
omission by the Company or Executive in  exercising  any right,  remedy or power
hereunder  or  existing  at law or in  equity  shall  be  construed  as a waiver
thereof,  and any such right, remedy or power may be exercised by the Company or
Executive from time to time and as often as may be deemed expedient or necessary
by the Company or Executive in its or his sole discretion.

SECTION 12.    NOTICES.

     All notices  required or  permitted  hereunder  shall be made in writing by
hand-delivery,   certified  or  registered  first-class  mail,  or  air  courier
guaranteeing overnight delivery to the other party at the following addresses:

                                       12

                                     <PAGE>


                  To the Company:

                  CDI Corp.
                  3500 Bell Atlantic Tower
                  1717 Arch Street
                  Philadelphia, PA 19103
                  Attention: Board of Directors

                  with a required copy to:

                  CDI Corp.
                  3500 Bell Atlantic Tower
                  1717 Arch Street
                  Philadelphia, PA 19103
                  Attention: General Counsel

                  To Executive:

                  Mitchell Wienick
                  941 Summit Road
                  Penn Valley, PA  19072

or to such other  address as either of such  parties may  designate in a written
notice served upon the other party in the manner  provided  herein.  All notices
required or permitted  hereunder  shall be deemed duly given and  received  when
delivered by hand, if personally delivered; on the third day next succeeding the
date of mailing if sent by certified or registered  first-class mail; and on the
next business day, if timely delivered to an air courier guaranteeing  overnight
delivery.

SECTION 13.    SEVERABILITY.

     If any term or provision of this  Agreement or the  application  thereof to
any  person  or  circumstance   shall,  to  any  extent,   be  held  invalid  or
unenforceable  by a court  of  competent  jurisdiction,  the  remainder  of this
Agreement  or the  application  of any such  term or  provision  to  persons  or
circumstances  other than those as to which it is held invalid or unenforceable,
shall not be affected  thereby,  and each term and  provision of this  Agreement
shall be valid and enforceable to the fullest extent permitted by law. If any of
the provisions  contained in this  Agreement  shall for any reason be held to be
excessively  broad as to  duration,  scope,  activity  or  subject,  it shall be
construed by limiting and reducing it, so as to be valid and  enforceable to the
extent  compatible  with the applicable law or the  determination  by a court of
competent jurisdiction.

                                       13

                                     <PAGE>

SECTION 14.    GOVERNING LAW; EXCLUSIVE CHOICE OF FORUM.

     The  implementation  and interpretation of this Agreement shall be governed
by and enforced in accordance with the laws of the  Commonwealth of Pennsylvania
without  giving effect to the conflicts of law provisions  thereof.  The parties
hereby submit to the exclusive  jurisdiction  of, and waive any venue objections
against,   the  United  States  District  Court  for  the  Eastern  District  of
Pennsylvania and the state and local courts of the Commonwealth of Pennsylvania,
Philadelphia County, for any litigation arising out of this Agreement.

SECTION 15.    BINDING EFFECT AND ASSIGNABILITY.

     The rights and obligations of both parties under this Agreement shall inure
to the benefit of and shall be binding upon their heirs, successors and assigns.
Executive's  rights  under  this  Agreement  shall  not,  in  any  voluntary  or
involuntary manner, be assignable and may not be pledged or hypothecated without
the prior written consent of the Company.

SECTION 16.    COUNTERPARTS; SECTION HEADINGS.

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original,  but all of which together  shall  constitute
one and the same  instrument.  The section  headings of this  Agreement  are for
convenience of reference only.

SECTION 17.    SURVIVAL.

     Notwithstanding the termination of this Agreement or Executive's employment
hereunder for any reason,  Sections 8, 9, 10, 13, 14 and 17 hereof shall survive
any such termination.

SECTION 18.    ENTIRE AGREEMENT.

     This  instrument  constitutes  the  entire  agreement  with  respect to the
subject  matter  hereof  between the parties  hereto  and,  except as  specified
herein,  replaces and supersedes as of the date hereof any and all prior oral or
written agreements and understandings between the parties hereto. This Agreement
may only be modified by an agreement in writing  executed by both  Executive and
the Company.

                                       14

                                     <PAGE>

SECTION 19.    COUNSEL.

     Executive  acknowledges  that he has been  advised to consult  with counsel
concerning this Agreement,  has had ample opportunity to consult with counsel of
his own selection and has so consulted to the extent Executive  determined to be
necessary or appropriate.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement this 12th
day of June, 2000, effective as of the date and year first written above.

                                        COMPANY:

                                        CDI CORP.


                                        By:/s/ John Coleman



                                        EXECUTIVE:


                                        /s/ Mitchell Wienick


                                       15

                                     <PAGE>

                                   (EXHIBIT A)

                                    CDI CORP.

                           RESTRICTED STOCK AGREEMENT

     This  RESTRICTED  STOCK  AGREEMENT (the  "Agreement") is entered into as of
this 11th day of March, 1997 between CDI Corp., a Pennsylvania  corporation (the
"Company"), and Mitchell Wienick ("Executive").

SECTION 1.     GRANT OF RESTRICTED STOCK.

     The Company  hereby  grants to  Executive  30,000  shares of the  Company's
common stock par value $.10 per share, subject to restrictions set forth herein.
The Company,  immediately following the execution of this Agreement,  will issue
or transfer 30,000 shares of the Company's  common stock ("Stock") to Executive.
The Stock shall consist of 10  certificates  of 3,000 shares each  registered in
Executive's  name (the  "Certificates"),  subject to the  restrictions set forth
herein.

SECTION 2.     CUSTODY OF STOCK.

     The Company will deliver the  Certificates  to the Secretary of the Company
("Secretary"),  to be held in  escrow  in  accordance  with  the  terms  of this
Agreement. Simultaneously with the delivery of the Certificates,  Executive will
sign and deliver to the Secretary an undated stock power with respect to each of
the   Certificates,   authorizing  the  Secretary  to  transfer  title  to  each
Certificate  to the  Company,  in the event  that  Executive  forfeits  all or a
portion of the Stock in accordance with the terms of this Agreement.

SECTION 3.     RIGHTS TO VOTE STOCK.

     Executive  will be  considered a  shareholder  with respect to the escrowed
Stock and will have all  corresponding  rights,  including the right to vote the
Stock and to receive all dividends and other  distributions  with respect to the
Stock,  except that  Executive will have no right to sell,  exchange,  transfer,
pledge,  hypothecate or otherwise dispose of any escrowed Stock, and Executive's
rights in the  escrowed  Stock will be  subject to  forfeiture  as  provided  in
Section 5 of this Agreement.

                                       16

                                     <PAGE>

SECTION 4.     VESTING OF RESTRICTED STOCK.

     Executive  will vest,  if at all,  in  one-half  of the number of shares of
Stock (15,000  shares)  pursuant to the terms of Section 5(d) of the  Employment
Agreement  between  Executive  and  the  Company,  dated  March  11,  1997  (the
"Employment Agreement").  Executive will vest in the other half of the shares of
Stock (the  "15,000  Time-Vesting  Shares") as follows:  (i) 3,000 shares on the
first anniversary of the date of the Employment Agreement,  (ii) 3,000 shares on
the second  anniversary  of the date of the  Employment  Agreement,  (iii) 3,000
shares on the third  anniversary of the date of the Employment  Agreement,  (iv)
3,000 shares on the fourth anniversary of the date of the Employment  Agreement,
and (v)  3,000  shares on the fifth  anniversary  of the date of the  Employment
Agreement.  If Executive is terminated by the Company other than for Cause or as
a result of Executive's death or Disability, or if Executive terminates for Good
Reason, as such terms are defined in the Employment  Agreement,  Executive shall
continue  to vest in the  15,000  Time-Vesting  Shares for the  duration  of the
Severance  Period,  as such term is  defined  in the  Employment  Agreement.  If
Executive's  employment with the Company terminates for any other reason than as
specified in the  immediately  preceding  sentence,  none of the unvested 15,000
Time-Vesting  Shares  shall ever vest and such shares  shall be forfeited to the
Company as of the date that Executive's  employment with the Company  terminates
for any other reason than as specified in the  immediately  preceding  sentence,
none of the unvested 15,000  Time-Vesting Shares shall ever vest and such shares
shall be  forfeited  to the Company as of the date that  Executive's  employment
with the Company terminates.  For all shares of Stock in which Executive becomes
vested,  the escrow will  terminate  and the  Secretary  will  deliver the stock
certificates to Executive as soon as practicable after such shares vest.

SECTION 5.     FORFEITURE OF STOCK.

     Executive  shall forfeit all remaining  escrowed Stock upon the termination
of his  service  as an  employee  of the  Company  for any  reason  other than a
termination  of his  service by the  Company  without  Cause,  as defined in the
Employment  Agreement,  or upon any  attempt  by  Executive  to sell,  exchange,
transfer,  pledge,  hypothecate  or  otherwise  dispose or  encumber  any of the
escrowed  Stock.  Executive shall also forfeit any shares of escrowed Stock that
were subject to vesting  under  Section 5(d) of the  Employment  Agreement,  but
which did not vest thereunder in a given year because Executive was not entitled
to the Maximum Bonus Award for that year. Title to all forfeited shares of Stock
shall be transferred back to the Company as soon as reasonably practicable after
they are forfeited.

                                       17

                                     <PAGE>

SECTION 6.     RESTRICTION ON TRANSFER RIGHTS OF SHARES.

     Whenever  shares of Stock  vest  under  this  Agreement  or the  Employment
Agreement,  one-half  of those  shares of Stock  may not be sold or  transferred
until the second  anniversary  of their  respective  vesting date, and the other
half may be sold or transferred at any time on or after their respective vesting
date.  With  respect  to any  shares of Stock the sale or  transfer  of which is
restricted  under this Section 6,  Executive  may not engage in any  transaction
designed to provide him with  substantially  the same economic benefit of a sale
of any  shares of Stock so  restricted,  such as a short sale or a sale of a put
option.  Certificates  representing  any shares of Stock so  restricted  will be
inscribed with an appropriate legend prohibiting such transfer.

SECTION 7.     COMPLIANCE WITH LAWS.

     All shares of Stock  issued to  Executive  or his  personal  representative
shall be transferred  in accordance  with all  applicable  laws,  regulations or
listing  requirements of any national securities  exchange,  and the Company may
take all actions  necessary  or  appropriate  to comply  with such  requirements
including,  without limitation,  withholding federal income and other taxes with
respect to such Stock;  restricting (by legend or otherwise) such Stock as shall
be  necessary  or  appropriate,  in the opinion of counsel for the  Company,  to
comply with applicable  federal and state securities laws,  including Rule 16b-3
(or  any  similar  rule)  of  the  Securities  and  Exchange  Commission,  which
restrictions  shall continue to apply after the delivery of certificates for the
Stock to Executive or his personal  representative;  and postponing the issuance
or delivery of any Stock. Notwithstanding any provision in this Agreement to the
contrary,  the Company  shall not be  obligated to issue or deliver any Stock if
such action violates any provision of any law or regulation of any  governmental
authority or any national securities exchange.

SECTION 8.     AGREEMENT NOT TO AFFECT RELATIONSHIP WITH COMPANY.

     This Agreement shall not confer upon Executive any right to continue in the
employ or service of the Company.

SECTION 9.     ADJUSTMENT FOR CAPITAL CHANGES.

     The  number  of  shares  of  Stock  subject  to  this  Agreement  shall  be
appropriately   adjusted  in  the  event  of  a  stock  split,  stock  dividend,
recapitalization, or other capital change of the Company.

                                       18

                                     <PAGE>

SECTION 10.INTERPRETATION.

     The Company  shall have the sole power to interpret  this  Agreement and to
resolve any disputes arising hereunder.

     IN WITNESS  WHEREOF,  the undersigned have executed this Agreement the date
and year first written above.

                                        Company:

                                        CDI CORP.



                                        By: /s/ Walter R. Garrison
                                        President and Chief Executive Officer


                                        EXECUTIVE:



                                        /s/ Mitchell Wienick

                                       19

                                     <PAGE>

                                   (EXHIBIT B)

                                    CDI CORP.

                      NON-QUALIFIED STOCK OPTION AGREEMENT

SECTION 1.     GRANT OF OPTION.

     The CDI Corp. Board of Directors' Stock Option  Committee,  pursuant to the
authority granted to it under the CDI Corp. Non-Qualified Stock Option and Stock
Appreciation  Rights Plan,  as amended (the  "Plan")  hereby  grants to Mitchell
Wienick (the  "Optionee")  an option (the "Option" when reference is made to the
right to purchase  all of the  Shares) to  purchase up to 150,000  shares of CDI
Corp.  common stock (the "Shares" when  reference is made to all or a portion of
the shares  subject to the Option),  according to the terms and  conditions  set
forth herein and in the Plan.

SECTION 2.     OTHER DEFINITIONS.

     (a) "Board" means the board of directors of the Company.

     (b) "Cause" means  termination  of Optionee's  employment  with the Company
resulting from any one or more of the following events:

          (i) Optionee's  commission of a felony or other crime  involving moral
turpitude;

          (ii) Optionee's  refusal to perform such services as may be reasonably
delegated or assigned to Optionee, consistent with his position, by the Board of
Directors;  provided,  however,  that a termination  under this Section 2(b)(ii)
shall not be for Cause unless the Company provides written notice to Optionee of
its intention to terminate  Optionee for Cause under this Section 2(b)(ii),  and
Optionee  fails,  to the  reasonable  satisfaction  of the Company,  to cure the
defects stated in such written notice within ten days after the notice was given
to Optionee;

          (iii) Optionee's  willful misconduct or gross negligence in connection
with the  performance  of his duties  under his  Employment  Agreement  with the
Company  dated  April 8,  2000  (the  "Employment  Agreement")  that  materially
adversely  affects  Optionee's  ability to perform his duties for the Company or
materially adversely affects the Company;

          (iv)  Optionee's  material breach of any of the terms or conditions of
the Employment Agreement;

                                       20

                                     <PAGE>

          (v)  receipt  of notice  from  Optionee  of  Optionee's  intention  to
terminate his employment with the Company; or

          (vi) receipt of reliable information from another source of Optionee's
intention to terminate his employment with the Company unless Optionee  delivers
a written  statement to Company  providing  that he does not intend to terminate
his  employment  with the Company as long as such  statement is delivered to the
Company no later than 48 hours after the Company has asked Optionee  whether its
information regarding his intended termination is accurate.

     (c)  "Change in  Control"  shall mean a change in control of a nature  that
would be required  to be reported in response to Item 1 of Form 8-K  promulgated
under the  Securities  Exchange Act of 1934,  as amended (the "Act"),  provided,
that,  without  limitation,  such a change  in  control  shall be deemed to have
occurred if (A) any "person"  (as such term is used in Sections  13(d) and 14(d)
of the Act), other than (1) the Company, (2) any "person" who on the date hereof
is a director  or officer of the  Company,  (3) any  "person"  (for  example,  a
beneficiary  of a trust or  trusts  created  by Walter R.  Garrison  that  holds
Company Stock) who on the date hereof is the  beneficial  owner of 5% or more of
the voting power of the Company's outstanding  securities or an affiliate of any
such  person  or (4) a trust  established  under an  employee  benefit  plan for
employees  of the Company of its  subsidiaries,  is or becomes  the  "beneficial
owner,"  (as defined in Rule 13d-3 under the Act),  directly or  indirectly,  of
securities  of the Company  representing  more than 50% of the  combined  voting
power of the Company's then outstanding securities;  or (B) during any period of
two consecutive years during the term of this Agreement,  individuals who at the
beginning of such period constitute the Board (the "Incumbent  Board") cease for
any reason to constitute  at least a majority of the Board,  unless the election
of each director who was not a director at the beginning of such period has been
approved  in  advance  by  directors  representing  at least a  majority  of the
directors  then in  office  who were  members  of the  Incumbent  Board or whose
election was approved by the Incumbent Board.

     (d) "Committee" means the Compensation Committee of the Board.

     (e) "Company" means CDI Corp.

     (f) "Date of Exercise"  means the date on which the written notice required
by Section 8 below is received by the Treasurer of the Company.

     (g) "Date of Grant"  means  April 8, 2000,  the date on which the Option is
awarded pursuant to the Plan and this Agreement.

     (h) "Disability"  shall have the same meaning as "Total  Disability"  under
the CDI  Corporation  Long  Term  Disability  Benefits  Program,  or such  other
comparable  program as may then be in effect that provides long term  disability
coverage to the Company's management employees.

                                       21

                                     <PAGE>

     (i) "Fair  Market  Value" of a share of Stock  means the  closing  price of
actual  sales of shares on the New York  Stock  Exchange  on a given date or, if
there are no such sales on such date,  the closing  price of the shares of Stock
on such  exchange on the last date on which there was a sale,  in either case as
reported  on the New York  Stock  Exchange  consolidated  transaction  reporting
system.

     (j) "Good Reason" exists if the Optionee voluntarily  terminates employment
with the  Company  following  a Change in Control  because  (i) the  Optionee is
assigned duties that are demeaning or otherwise materially inconsistent with the
duties  currently  performed by the Optionee,  or (ii) the  Optionee's  place of
employment with the Company is moved outside the Philadelphia metropolitan area.
Before the Optionee  terminates  for Good Reason,  he must notify the Company in
writing of his  intention to terminate  and the Company shall have 15 days after
receiving such written notice to remedy the situation, if possible.

     (k) "Option Price" means $21.625,  representing  the Fair Market Value of a
share of Stock on the last trading date immediately preceding the Date of Grant.

     (l) "Stock" means the Company's common stock, par value $.10 per share.

     (m) "Termination Date" means the earliest of:

          (i)  the  date  on  which  Optionee's   employment  with  the  Company
terminates  if such  termination  is by the  Company  for  Cause or by  Optionee
without Good Reason;

          (ii) in the  event of  termination  of  Optionee's  employment  by the
Company  without Cause or by Optionee for Good Reason,  the date two weeks after
the date of such termination;

          (iii) in the event of the death or  Disability  of the  Optionee,  the
date six months after the date of the Optionee's death or Disability; or

          (iv) 12:00 a.m. April 8, 2010.

SECTION 3.     TIME OF EXERCISE.

     No Option shall be exercisable with respect to any Shares unless the Option
has vested with respect to such Shares in accordance  with Section 4 hereof.  If
vested,  the  Option  may be  exercised  at any time  after  vesting  until  the
Termination Date in whole or in part.

                                       22

                                     <PAGE>

SECTION 4.     OPTION VESTING.

     Subject to the accelerated vesting and exercise provisions of Section 5(d),
the Option will vest as follows:

     (a) With  respect  to  50,000  Shares,  the  Option  will vest on the first
anniversary of the Date of Grant;

     (b) With respect to an additional  50,000  Shares,  the Option will vest on
the second anniversary of the Date of Grant; and

     (c) With  respect to the final 50,000  shares,  the Option will vest on the
third anniversary of the Date of Grant.

Notwithstanding  the above,  no portion of the Option  will vest on or after the
Termination Date, except as provided in Section 5(d) below.

SECTION 5.     OPTION EXERCISE.

     (a) With respect to 50,000 Shares,  the Option will become exercisable upon
the earlier of (1) the first date during the period April 8, 2000 through  April
7, 2001,  that the closing price of the Stock on the New York Stock Exchange (or
if the Stock ceases to be traded on the New York Stock Exchange, on the relevant
exchange) has averaged $30 or more for 90 consecutive days or (2) April 7, 2007.

     (b)  With  respect  to a second  50,000  Shares,  the  Option  will  become
exercisable  when (1) the  closing  price of the  Stock,  on the New York  Stock
Exchange (or if the Stock ceases to be traded on the New York Stock Exchange, on
the relevant  exchange) has averaged $35 or more for 90 consecutive  days during
the period April 8, 2001 through  April 7, 2002 or (2) April 7, 2007,  whichever
first occurs.

     (c) With  respect to the third  50,000  Shares,  the  Option  will vest and
become  exercisable  (1) when the  closing  price of the Stock,  on the New York
Stock  Exchange  (or if the Stock  ceases  to be  traded  on the New York  Stock
Exchange,  on the relevant exchange) has averaged $40 or more for 90 consecutive
days  during the period  April 8, 2002  through  April 7, 2003,  or (2) April 7,
2007, whichever first occurs.

Notwithstanding  the above,  no portion  of the Option  will vest,  nor will the
Option be  exercisable  with  respect to any Shares  covered by a portion of the
Option that has previously  vested,  on or after the Termination  Date except as
provided in Section 5(d) below.

                                       23

                                     <PAGE>

     (d) Accelerated  Vesting.  In addition to the vesting provisions above, the
Option shall  immediately  vest in full upon the  termination  of the Optionee's
employment with the Company following a Change in Control of the Company if such
termination is by the Company  without Cause or by the Optionee for Good Reason,
and  to  the  extent  then  exercisable,  shall  remain  exercisable  until  the
Termination Date.

     (e) Accelerated  Exercise.  Further, if the Change in Control is the result
of the purchase of voting  securities of the Company  representing more than 50%
of the then outstanding combined voting power of the Company's  securities,  the
price conditions on exercise set out in Sections 5(b) and 5(c) will be deemed to
have been satisfied if the price at which such  securities were purchased (or if
more than one  purchase  occurred,  the most  recent  such price) is equal to or
greater than the price  condition  established by Section 5(b), 5(c) or both, as
applicable.

     (f) If the Company  terminates  Optionee's  employment  without Cause,  any
portion  of  the  Option  which  has  vested,  but  which  has  not  yet  become
exercisable,  shall  remain  outstanding  and shall  become  exercisable  if the
exercise  conditions of Section 5(a), (b) or (c), as  applicable,  are satisfied
before April 7, 2003. For purposes of  determining  the period during which such
portion(s) of the Option may be exercised,  Optionee's Termination Date shall be
deemed  to be the last day of the  original  term of his  Employment  Agreement.
Expiration of the Employment Agreement without renewal shall not be considered a
termination by the Company, either with or without Cause.

SECTION 6.     PAYMENT FOR SHARES BY THE OPTIONEE.

     Full payment for Shares  purchased upon the exercise of the Option shall be
made by check or bank draft or by any other method  allowed by the Plan,  on the
terms and conditions specified in the Plan.

SECTION 7.     NONTRANSFERABILITY OF OPTION.

     The Option may not be transferred,  in whole or in part,  except by will or
the applicable laws of descent and distribution. The Option may not be exercised
by any person other than the Optionee or, in the case of the  Optionee's  death,
by the  person  to whom the  Optionee's  rights  have  passed  by will or by the
applicable laws of descent and distribution.

SECTION 8.     MANNER OF EXERCISE.

     The Option shall be exercised by giving  written  notice of exercise to the
Company's Treasurer,  at 1717 Arch St., 35th Floor,  Philadelphia,  Pennsylvania

                                       24

                                     <PAGE>

19103-2768.  Such  notice must state the number of Shares as to which the Option
is  exercised.  Each such notice  shall be  irrevocable  once  given.  Notice of
exercise must be accompanied by full payment in accordance with Section 6.

SECTION 9.     SECURITIES LAWS.

     The Committee  may from time to time impose any  conditions on the exercise
of the Option as it deems  necessary  or  advisable  to ensure  that all options
granted  under the Plan,  and the exercise  thereof,  satisfy Rule 16b-3 (or any
similar rule) of the Securities  and Exchange  Commission.  Such  conditions may
include, without limitation,  the partial or complete suspension of the right to
exercise the Option.

SECTION 10.    ISSUANCE OF CERTIFICATES; PAYMENT OF TAXES.

     (a) The  Option can only be  exercised  as to whole  shares of Stock.  Upon
exercise of the Option and payment of the Option Price,  a  certificate  for the
number of shares of Stock  purchased  through  the  exercise  will be issued and
delivered  by the  Company  to the  Optionee,  provided  that  unless  otherwise
satisfied by the method of payment  determined under the Plan and Section 6, the
Optionee  has  remitted to the  Company an amount,  determined  by the  Company,
sufficient to satisfy the applicable  requirements to withhold  federal,  state,
and  local  taxes,  or  made  other   arrangements  with  the  Company  for  the
satisfaction of such withholding requirements.

     (b)  Subject to the  provisions  of Section 8 above,  the  Company may also
condition  delivery of  certificates  for shares of Stock upon the prior receipt
from the Optionee of any undertakings  that it determines are required to ensure
that the  certificates  are being  issued in  compliance  with federal and state
securities laws.

SECTION 11.    RIGHTS PRIOR TO ISSUANCE OF CERTIFICATES.

     Neither the  Optionee  nor the person to whom the  Optionee's  rights shall
have passed by will or by the laws of descent and distribution shall have any of
the rights of a  shareholder  with respect to any shares of Stock  issuable upon
exercise  of the  Option  until  the  date  of  issuance  to the  Optionee  of a
certificate for such shares as provided in Section 10 above.

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                                     <PAGE>

SECTION 12.    OPTION NOT TO AFFECT RELATIONSHIP WITH COMPANY.

     The Option  shall not confer upon the Optionee any right to continue in the
employ or service of the Company.

SECTION 13.    ADJUSTMENT FOR CAPITAL CHANGES.

     In case the number of outstanding  shares of the Company's capital stock is
changed  as a  result  of  a  stock  dividend,  stock  split,  recapitalization,
combination,  subdivision, issuance of rights or other similar corporate change,
the Board shall make an appropriate adjustment in the aggregate number of Shares
subject to, and the Option Price of, any then outstanding Option.

SECTION 14.    INTERPRETATION.

     The Committee  shall have the sole power to interpret this Agreement and to
resolve any disputes arising hereunder.

     Intending to be legally  bound,  the parties have executed  this  Agreement
effective as of the Date of Grant.

For the Compensation Committee of the             OPTIONEE
Board of Directors of CDI Corp.

By:/s/ John Coleman                               /s/ Mitchell Wienick
   John Coleman                                   Mitchell Wienick

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