Amendment to

                              Consulting Agreement

     This  is  an   amendment   ("Amendment")   to  the   consulting   agreement
("Agreement")  which was entered into as of April 7, 1997  between CDI Corp.,  a
Pennsylvania  corporation  ("CDI")  and Walter R.  Garrison  ("Garrison").  This
Amendment is entered into as of April 12, 2000.

                                   Background

     A. Pursuant to the terms of the Agreement  (copy  attached as Exhibit "A"),
Garrison  agreed (i) to perform  certain  consulting  services for CDI,  (ii) to
refrain from competing with CDI and (iii) to release CDI from certain claims.

     B. Also pursuant to the terms of the  Agreement,  CDI agreed to pay certain
amounts to Garrison.

     C.  Garrison  and CDI both  desire  to  change  certain  provisions  of the
Agreement and, accordingly, enter into this Amendment.

                                      Terms

     NOW,  THEREFORE,  for  and in  consideration  of the  mutual  promises  and
undertakings set forth below, the sufficiency of which is hereby acknowledged by
both parties,  and intending to be legally bound hereby,  CDI and Garrison agree
as follows:

          1. Section 1 of the Agreement is amended as follows:  subparagraph (a)
is changed to provide  that the  Consulting  Term "shall  terminate on the fifth
anniversary  of the  Effective  Date"  instead of "shall  terminate on the third
anniversary of the Effective Date."

          2. Section 2 of the Agreement, first paragraph, is amended as follows:

               (a) the following is added to the end of the first sentence: "...
and up to sixty  (60) days of  consulting  services  to CDI  during  each of the
fourth and fifth years of the Consulting Term."

               (b) the phrase in the last  sentence that reads "... CDI will pay
Garrison  $450,000 per year during the  Consulting  Term..." is restated to read
"... CDI will pay Garrison $450,000 per year during the first three years of the
Consulting  Term and  $175,000 per year during the fourth and fifth years of the
Consulting Term...."

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                                     <PAGE>

          3.  Section  2 of the  Agreement,  second  paragraph,  is  amended  as
follows:  the date at the beginning of the fourth  sentence which reads "Through
April 6, 2002..." is changed to read "Through April 6, 2004...."

          4. Section 3 of the Agreement,  is amended to add the following to the
end of the second  sentence "... except that for any such term that begins in or
after May,  2000  Garrison will be eligible to receive the Retainer Fee which is
paid to outside  directors in addition to the compensation  provided to Garrison
under this Agreement."

     Other than the  provisions of the Agreement that are  specifically  amended
through this Amendment, all other terms of the Agreement remain unchanged and in
full force and effect.

     The parties have  executed  this  Amendment  below as of the date set forth
above, intending to be legally bound by it.

Attest:                                 CDI Corp.


/s/ Joseph R. Seiders            By:/s/ Mitch Wienick
    Joseph R. Seiders                   Mitch Wienick
      Secretary                         President and CEO



____________________________            /s/ Walter R. Garrison
          Witness                           Walter R. Garrison

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                                     <PAGE>

                              CONSULTING AGREEMENT

                                  EXHIBIT (A)

     THIS IS A CONSULTING  AGREEMENT  (hereinafter  referred to as  "Agreement")
made as of this 7th day of April, 1997, by and between CDI Corp., a Pennsylvania
corporation  (hereinafter  referred to as "CDI"; as the context requires in this
Agreement, "CDI" will also refer to CDI Corp.'s subsidiary, CDI Corporation) and
Walter R. Garrison (hereinafter referred to as "Garrison").

                                   Background

     A. Garrison currently serves as chairman of CDI Corp.'s Board of Directors,
as its Chief Executive Officer and President and as a director and/or officer of
numerous CDI subsidiaries; and

     B.  Garrison  and CDI entered into an  employment  agreement on May 1, 1973
(hereinafter referred to as the "Employment Agreement"), which governs the terms
of Garrison's employment with CDI; and

     C. Garrison will retire from CDI and its  subsidiaries  as of April 7, 1997
and the Employment Agreement will terminate at that time; and

     D.  Garrison  and  CDI  desire  to set  forth  in  writing  the  consulting
arrangement to which Garrison and CDI have agreed,  Garrison's  agreement not to
compete with CDI, and Garrison's release and waiver of claims against CDI.

                                   Agreement

     NOW,  THEREFORE,  for  and in  consideration  of the  mutual  promises  and
undertakings set forth below, the sufficiency of which is hereby acknowledged by
both parties,  and intending to be legally bound hereby,  CDI and Garrison agree
as follows:

     1. Term; Termination of Employment Agreement.

          (a) The  consulting  term of this Agreement  (the  "Consulting  Term")
shall  commence as of April 7, 1997 (the  "Effective  Date") and,  unless sooner
terminated  in  accordance   with  Section  8,  shall  terminate  on  the  third
anniversary of the Effective Date.


          (b)  Effective as of the  Effective  Date,  Garrison  will retire from
employment with CDI, and will resign as Chief Executive Officer and President of
CDI and as a

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                                     <PAGE>

director and officer of all direct and indirect subsidiaries of CDI
(but not as a director  of CDI Corp.).  Garrison  will remain an employee of CDI
through April 6, 1997 under the current terms and  conditions of the  Employment
Agreement.   CDI  and  Garrison  agree  that  Garrison's  employment  under  the
Employment Agreement will terminate on 12:01 a.m. April 7, 1997.

          (c) CDI shall pay to Garrison on or before June 6, 1997,  the bonus to
which  he is  entitled  under  Section  5(a) of the  Employment  Agreement.  For
purposes of such Section 5(a), the last complete  accounting period shall be the
period  ending on March 31, 1997.  In addition,  CDI shall pay to Garrison on or
before June 6, 1997, an amount equal to two and  three-quarters  percent (2.75%)
of twenty percent (20%) of Earnings (as defined in the Employment Agreement) for
the month of April 1997.

          (d) Following Garrison's termination of employment from CDI, Garrison,
with  such  assistance  from  CDI  as he  may  reasonably  request,  may  choose
supplemental  Medicare  coverage  (the  "Insurance  Policy")  at a cost  that is
reasonably  acceptable to CDI.  During the  Consulting  Term, CDI will reimburse
Garrison for the same portion of the premiums for the Insurance  Policy that CDI
contributed  toward Garrison's  medical  insurance  coverage under the CDI group
health insurance plan in effect for CDI's active employees  immediately prior to
his termination of employment from CDI.

     2. Consulting Services. During the Consulting Term, Garrison will render up
to sixty (60) days of  consulting  services  to CDI during the first year of the
Consulting  Term, and up to forty-five  (45) days of consulting  services to CDI
during each of the second and third years of the Consulting Term. These services
will be rendered at the  request of the then Chief  Executive  Officer of CDI at
times reasonably  convenient to Garrison.  In  consideration  for the consulting
services and for Garrison's  agreement not to compete  contained in Section 5(b)
of this Agreement, CDI will pay Garrison $450,000 per year during the Consulting
Term, such amount to be payable in equal monthly installments with such payments
to begin on or about May 7, 1997.

     To aid in the provision of these consulting services, during the Consulting
Term  CDI  will  arrange  for  both  adequate   office  space  for  Garrison  at
Pennsylvania  Institute  of  Technology  ("PIT")  and  secretarial  support  for
Garrison.  All  costs of the  office  space at PIT and the  secretarial  support
provided to Garrison  pursuant to this Section 2 shall be borne by CDI. CDI will
reimburse  Garrison for his  necessary  and  reasonable  out of pocket  expenses
incurred  in  connection  with his  performance  of these  consulting  services.
Through April 6, 2002,  Garrison also will attend World Presidents  Organization
("WPO"),  Philadelphia Presidents Organization ("PPO") and World Affairs Council
("WAC") conferences and seminars on CDI's behalf as he did while employed by CDI
and will give  reports  to CDI  regarding  these  conferences  and  seminars  as
reasonably  requested  by CDI.  CDI also  will  reimburse  his WPO,  PPO and WAC
membership  fees and his travel  (business  class for travel  outside the United

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                                     <PAGE>

States),  lodging, meals and related expenses associated with attendance at WPO,
PPO and WAC  conferences  and seminars in accordance with CDI's past practice of
reimbursing such expenses to Garrison.

     3. Board Service. Garrison agrees to continue to serve as a director of CDI
Corp. for the term to which he has been elected.  Should  Garrison be elected to
serve on the Board of Directors of CDI Corp.  at any time during the  Consulting
Term,  Garrison  agrees to serve on the Board of Directors of CDI Corp.  for the
term for which  elected  and for no  compensation  other  than the  compensation
provided by this  Agreement.  Days of service with the Board of Directors or any
committee of the Board of Directors  shall count as days of  consulting  service
for purposes of Section 2.

     4.   Confidentiality.   Garrison  acknowledges  that  during  his  term  of
employment  with CDI he has had  access to  confidential  information  of both a
technical nature and of a sensitive nature relating to CDI and its customers and
will  continue to have such access during the term of this  Agreement.  Garrison
acknowledges  that such  confidential  information is proprietary,  material and
important  to CDI and its  non-disclosure  is  essential  to the  effective  and
successful conduct of CDI's business.  Garrison agrees that during and after the
term of this Agreement he will hold all of this confidential  information in the
strictest  confidence  and will not use any of it for any  purpose  and will not
publish,   disseminate,   disclose  or  otherwise  make  any  such  confidential
information  available  to  any  third  party,  except  as may  be  required  in
connection with the performance of the consulting  contemplated  under Section 2
of this  Agreement,  or if CDI gives Garrison prior written  consent to use such
confidential information.  Garrison further agrees to return to CDI upon request
all CDI  property  and any other  items that in any way  incorporate,  embody or
reflect any confidential information.

     5.  Non-Competition.  Garrison  represents and warrants that his experience
and capabilities are such that the provisions of this Section 5 will not prevent
him from  earning  his  livelihood,  and  acknowledges  that it would  cause CDI
serious and irreparable  injury and cost if Garrison were to use his ability and
knowledge  in  competition  with  CDI or to  otherwise  breach  the  obligations
contained in this Section 5.

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

          (b) For a  period  of  time  from  the  Effective  Date  to the  fifth
anniversary of the Effective Date, Garrison agrees not to:

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                                     <PAGE>

               (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; but ownership of not more than
one-tenth of one percent (.1%) of the  outstanding  stock of any publicly traded
company will not constitute a violation of this provision.  "Competing Business"
means any business or other enterprise  which engages in any business  conducted
by CDI now or at any time during the Consulting Term; and

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

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

          (c)  References  in this  Section  5 to CDI  shall  include  CDI,  its
subsidiaries, divisions and affiliates.

          (d) Garrison acknowledges that in the event of a breach or threat of a
breach  of any  portion  of  this  Section  5,  CDI's  remedies  at law  will be
inadequate,  and in any such  event CDI will be  entitled  to an  injunction  to
prevent  breaches of this Agreement and to enforce  specifically  the provisions
hereof,  in addition to any other  remedy to which CDI may be entitled at law or
equity.

     6.  Release.  Garrison  hereby,  on behalf  of  himself,  his  descendants,
ancestors, dependents, heirs, executors, administrators, assigns and successors,
covenants  not to make any claim or initiate any lawsuit,  and fully and forever
releases  and  discharges  CDI  and  its  subsidiaries,  affiliates,  divisions,
successors, and assigns, together with its past and present directors, officers,
agents,  attorneys,  insurers,  employees,   stockholders,  and  representatives
(hereinafter  collectively  referred  to as the "CDI  Group"),  from any and all
claims,  wages,  demands,  rights,  liens,  agreements,   contracts,  covenants,
actions,  suits,  causes  of  action,   obligations,   debts,  costs,  expenses,
attorneys' fees, damages, judgments, orders or liabilities of whatsoever kind or
nature in law, equity or otherwise,  whether now known or unknown,  suspected or
unsuspected which Garrison now owns or holds or has at any time heretofore owned
or held  against  the CDI Group,  arising  out of or in any way  connected  with
Garrison's  employment or consulting  relationship with CDI, or the cessation of
that  employment  or  consulting   relationship,   or  any  other  transactions,
occurrences,  acts or omissions or any loss, damage or injury whatsoever,  known
or unknown,  suspected or unsuspected,  resulting from any act or omission by or
on the part of the CDI  Group  committed  or

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                                     <PAGE>

omitted  prior to the date of this Agreement,  including,  but not  limited to
claims  under Title VII of the Civil Rights Act of 1964, the Age Discrimination
in Employment Act, any other federal, state or local statute or ordinance which
deals with discrimination or any claim for severance pay, bonus,  salary,  sick
leave,  holiday pay, vacation pay, life insurance, health or medical insurance
or any other fringe benefit or disability benefit.  This  release and waiver of
claims will not apply with  respect to (i) amounts payable to Garrison with
respect to his employment through April 6, 1997 under the Employment Agreement,
(ii) any vested benefits due Garrison under any CDI Corp.  benefit  plan,  or
(iii) any amounts  payable to Garrison  under this Agreement.

     7. Taxes.  The parties  agree that  Garrison  will  perform the  consulting
services  contemplated  by  Section  2  of  this  Agreement  as  an  independent
contractor,  and that the parties  will not take a position on their tax returns
(both federal and state, income and employment) inconsistent with this position.
Garrison warrants and agrees that he is responsible for any federal,  state, and
local  taxes which may be owed by him by virtue of the receipt of any portion of
the  consideration  paid  hereunder  and agrees to fully  indemnify CDI from and
against any and all claims by any governmental  authority relating to Garrison's
failure to fully pay such taxes.

     8.  Termination.  The Consulting  Term shall  automatically  terminate upon
Garrison's death or his inability to perform the consulting  services  requested
of him due to his complete or partial disability.  CDI shall also have the right
to  terminate  this  Agreement,  by the vote of CDI's Board of  Directors  to so
terminate, if Garrison breaches the provisions of this Agreement in any material
respect;  provided,  however,  that a termination of this Agreement by CDI shall
not be effective unless CDI provides written notice to Garrison of its intention
to terminate this Agreement due to Garrison's  breach and Garrison fails, to the
reasonable  satisfaction  of CDI,  to cure the  defects  stated in such  written
notice within thirty (30) days after the notice was given to Garrison.

     9. Legal Advice.  Garrison acknowledges that he has been encouraged to seek
the advice of an  attorney of his choice in regard to this  Agreement.  Garrison
hereby  acknowledges  that he understands the  significance  and consequences of
this  Agreement  and  represents  that the  terms of this  Agreement  are  fully
understood and voluntarily accepted by him.

     10.  Drafting.  Both  Garrison and CDI have  cooperated in the drafting and
preparation of this  Agreement.  Hence,  in any  construction to be made of this
Agreement,  the same shall not be construed  against any party on the basis that
the party was the drafter.

     11.  Revocation  Period.  Garrison  acknowledges that he was given at least
twenty-one (21) days to consider (while  remaining free to execute the Agreement
at an earlier  point in time) the terms of this  Agreement  prior to his signing
it. Garrison  further

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                                     <PAGE>

understands that he may revoke this Agreement any time up to seven (7) days
following the date he signs the  Agreement by giving  written notice of such
revocation  to CDI.  Such notice must be dated no later than the seventh  (7th)
day  following the date on which he signed the Agreement and must be received
promptly thereafter by CDI.

     12. 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.

     13. Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
concerning all subject matters addressed herein.  This Agreement  supersedes and
replaces all prior negotiations. All agreements,  proposed or otherwise, whether
written or oral,  concerning all subject matters covered herein are incorporated
into this  Agreement.  If any  provision of this  Agreement is determined by any
court of competent  jurisdiction to be  unenforceable by reason of its extending
for too long a period of time or over too large a geographical area or by reason
of its being too extensive in any other respect,  it will be deemed  reformed to
extend  only over the  longest  period of time for which it may be  enforceable,
and/or  over the  largest  geographical  area as to which it may be  enforceable
and/or  to the  maximum  extent  in all  other  respects  as to  which it may be
enforceable,  all  as  determined  by  such  court  in  such  action.  Any  such
determination of unenforceability or subsequent  reformation will not affect any
other  provision  or  application  of this  Agreement  which can be given effect
without the unenforceable or reformed provision and will not invalidate,  render
unenforceable  or  require  the  reformation  of  such  provision  in any  other
jurisdiction.  The time period for Garrison's obligations contained in Section 5
of this Agreement will be extended beyond the time period  specified  therein by
the length of time, if any, during which he has been in breach (as determined by
a court of competent jurisdiction in a final,  nonappealable judgment, ruling or
order or by an arbitration) of the provisions in Section 5.

     14. 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:

         To CDI:         CDI Corp.
                         Bell Atlantic Tower - 35th Floor
                         1717 Arch Street
                         Philadelphia, PA  19103
                         Attention:  General Counsel

         To Garrison:    Mr. Walter R. Garrison
                         238 Sycamore Mills Road
                         Rose Tree, PA  19063

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                                     <PAGE>

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  fourth  (4th)  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.

     15.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.

          WITNESS                       CDI CORP.


          _____________________         By:___________________


          Dated:_______________         Dated:________________


          _____________________         ______________________
                                        Walter R. Garrison


          Dated:_______________         Dated:________________

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