EMPLOYMENT AGREEMENT

     THIS  AGREEMENT,  made and entered into  February 27, 2001 (the  "Effective
Date"), by and between Norman P. Blake, Jr. (the "Executive") and Comdisco, Inc.
(the "Company");
                                WITNESSETH THAT:
                                ----------------

     WHEREAS,  the parties desire to enter into this Agreement pertaining to the
employment of the Executive by the Company;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth below, it is hereby covenanted and agreed by the Executive and the Company
as follows:

1.   Performance of Services.  The Executive's employment with the Company shall
     be subject to the following:

     (a)  Subject to the terms of this  Agreement,  the Company hereby agrees to
          employ the Executive as its Chairman,  President,  and Chief Executive
          Officer  during  the  Agreement  Term  (as  defined  below),  and  the
          Executive  hereby agrees to remain in the employ of the Company during
          the Agreement  Term.

     (b)  Not later than the Employment  Commencement  Date, the Executive shall
          be elected to the Board of Directors of the Company (the  "Board") and
          to the position of its Chairman and, for the duration of the Agreement
          Term,  while  the  Executive  is  employed  by the  Company,  he shall
          continue to serve as  Chairman of the Board,  and shall be a member of
          the Executive  Committee of the Board.  The Executive  shall provide a
          list of acceptable  candidates  for  nomination to the Board,  and the
          committees of the Board.  The Board shall give full  consideration  to
          such list of  candidates.  A similar  procedure will apply for filling
          vacancies.  The  Company's  by-laws  shall be amended to reflect  this
          procedure  to the extent that such  amendment  is necessary to require
          such procedure.

     (c)  During the  Agreement  Term,  while the  Executive  is employed by the
          Company,  the  Executive  shall  devote  his full time,  energies  and
          talents to serving as its  Chairman,  President,  and Chief  Executive
          Officer.

     (d)  The Executive  agrees that he shall perform his duties  faithfully and
          efficiently  subject to the directions of the Board.  The  Executive's
          duties may  include  providing  services  for both the Company and the
          Subsidiaries (as defined below), as determined by the Board;  provided
          that the Executive shall not,  without his consent,  be assigned tasks
          that would be  inconsistent  with those of  Chairman,  President,  and
          Chief Executive  Officer.  The Executive shall report to the Board and
          shall have such authority,  power,  responsibilities and duties as are
          inherent in his  positions  (and the  undertakings  applicable  to his
          positions)  and  necessary to carry out his  responsibilities  and the
          duties  required of him hereunder.  The Executive will also be subject
          to the Company  policies that are  applicable  to the Company's  other
          senior management employees.  Notwithstanding the foregoing provisions
          of this  paragraph 1, during the  Agreement  Term,  the  Executive may
          devote  reasonable time to activities  other than those required under
          this Agreement, including the supervision of his personal investments,
          and  activities   involving   professional,   charitable,   community,
          educational,  religious and similar types of  organizations,  speaking
          engagements,   membership   on  the  boards  of   directors  of  other
          organizations,  and similar  types of  activities,  to the extent that
          such other activities do not, in the judgment of the Board, inhibit or
          prohibit  the  performance  of  the  Executive's   duties  under  this
          Agreement,  or conflict in any  material  way with the business of the
          Company or any Subsidiary; provided, however, that the Executive shall
          not serve on the board of any business,  render to others  services of
          any  kind  for  compensation,  or hold  any  other  position  with any
          business,  without  the  consent of the  Board.  For  purposes  of the
          preceding  sentence,  Board  approval  is deemed to be  granted to the
          Executive  to  serve  on  the  board  of  directors  of  Owens-Corning
          Corporation and Enron Corporation.

     (e)  Subject to the terms of this  Agreement,  the  Executive  shall not be
          required to perform  services under this  Agreement  during any period
          that he is Disabled.  The  Executive  shall be  considered  "Disabled"
          during  any  period in which he has a  physical  or mental  disability
          which  renders  him  incapable,  after  reasonable  accommodation,  of
          performing his duties under this Agreement.  In the event of a dispute
          as to whether the  Executive  is  Disabled,  the Company may refer the
          same to a licensed  practicing  physician of the Company's choice, and
          the Executive  agrees to submit to such tests and examinations as such
          physician  shall  deem  appropriate.  During  the  period in which the
          Executive is Disabled, the Company may appoint a temporary replacement
          to assume the Executive's responsibilities.

     (f)  The "Agreement Term" shall be the period beginning on the February 27,
          2001 (the "Employment Commencement Date") and ending on the three-year
          anniversary  of the  Employment  Commencement  Date.  Thereafter,  the
          Agreement  Term  will  be  automatically   extended  for  twelve-month
          periods,  unless  one  party  to this  Agreement  provides  notice  of
          non-renewal  to the other at least 60 days  before the last day of the
          Agreement Term.

     (g)  For purposes of this Agreement,  the term "Subsidiary"  shall mean any
          corporation,  partnership,  joint  venture or other entity  during any
          period in which at least a fifty  percent  interest  in such entity is
          owned,  directly or indirectly,  by the Company (or a successor to the
          Company).

2.   Compensation.  Subject to the terms of this Agreement, during the Agreement
     Term,  while the  Executive is employed by the Company,  the Company  shall
     compensate him for his services as follows:

     (a)  Salary.  The Executive shall receive,  for each  12-consecutive  month
          period  beginning  on  the  Employment   Commencement  Date  and  each
          anniversary  thereof,  in substantially equal monthly or more frequent
          installments,  an annual  base salary of not less than  $700,000  (the
          "Salary").  The Executive's Salary rate shall be reviewed by the Board
          on or about  October 1 of each year during the Agreement  Term,  while
          the  Executive  is employed by the Company,  to  determine  whether an
          increase  in the amount of Salary is  appropriate.  The salary rate of
          the Executive shall not be reduced.

     (b)  Annual  Bonus.  The  Executive  shall  participate  in an annual bonus
          program. The bonus program shall provide for a maximum bonus amount of
          200% of the Executive's  annual salary. The performance goals shall be
          established  by the  Board  after  consultation  with  the  Executive.
          Notwithstanding  the foregoing  provisions of this  paragraph (b), for
          the performance  period beginning on the Employment  Commencement Date
          and ending September 30, 2001, the Executive's bonus shall not be less
          than $700,000.

     (c)  Options.  The Executive shall be granted  non-statutory  stock options
          covering shares of common stock of the Company  ("Stock"),  subject to
          the following:

          (i)  As of the Employment  Commencement  Date, the Executive  shall be
               granted a stock option  covering  600,000  shares of Stock.  Such
               option shall be granted under the Company's  Amended and Restated
               1998 Long-Term Stock Ownership Incentive Plan (the "Stock Plan"),
               and shall  have an  exercise  price of $11.72 per share of Stock.
               The terms of such option for 600,000 shares shall be reflected in
               the  Notice of Grant of Stock  Options  and Award  Agreement  set
               forth as  Supplement 1A to this  Agreement,  which is attached to
               and  forms  a  part  of  this  Agreement.  As of  the  Employment
               Commencement  Date, the Executive  shall be granted an additional
               option covering 406,500 shares of Stock, subject to substantially
               the same  terms as the terms  applicable  to the  option  granted
               under the Stock Plan for the 600,000  share  option  described in
               the  preceding  sentence,  and shall  have an  exercise  price of
               $10.90 per share of Stock.  The terms of such  option for 406,500
               shares shall be reflected in the Notice of Grant of Stock Options
               and Award Agreement set forth as Supplement 1B to this Agreement,
               which is attached to and forms a part of this Agreement.

          (ii) As of the one-year  anniversary  of the  Employment  Commencement
               Date, the Executive shall be granted an option  covering  500,000
               shares of Stock. As of the two-year anniversary of the Employment
               Commencement  Date,  the  Executive  shall be  granted  an option
               covering  an  additional  500,000  shares of Stock.  The  options
               granted  pursuant to this  paragraph  (ii) shall be granted under
               the Stock  Plan or a  successor  to that plan (or,  to the extent
               that no such plan is available for such grants, such grants shall
               be made outside of any plan). The terms of each such option shall
               be  reflected  in the Notice of Grant of Stock  Options and Award
               Agreement set forth as Supplement 1C to this Agreement,  which is
               attached  to and forms a part of this  Agreement.  If a Change in
               Control   occurs  prior  to  the  two-year   anniversary  of  the
               Employment  Commencement  Date,  then, as of the date immediately
               prior to the Change in Control, the Executive shall be granted an
               option covering the excess of 1,000,000  shares of Stock over the
               number of shares covered by options previously granted under this
               paragraph (ii) (which shall be in lieu of any  additional  grants
               under this  paragraph  (ii)).  The  exercise  price for each such
               option granted under this paragraph (ii) shall be the fair market
               value of the  Stock as of the date of grant for the  option.  The
               obligation  under this paragraph (ii) to grant an option covering
               500,000  shares  of  Stock  on  each  of  the  first  and  second
               anniversaries of the Employment  Commencement  Date, and to grant
               an option on a Change in  Control,  shall be adjusted in the same
               manner as is required under section 24 of the Stock Plan.

          (iii)Subject to the  provisions  of  paragraph  4, the  options  shall
               become  vested and  exercisable  as to  one-third  of the covered
               shares on the one-year anniversary of the Employment Commencement
               Date,  and the options shall become vested and  exercisable as to
               an  additional  1/36th of the  covered  shares on the last day of
               each calendar  month  following the one-year  anniversary  of the
               Employment  Commencement Date, provided that the Executive's Date
               of  Termination  has not then  occurred.  It is recited here, for
               purposes of avoiding ambiguity,  that by reason of this paragraph
               (iii),  the options  granted under  paragraph (ii) above shall be
               partially  vested on the date of grant.  In the event of a Change
               in Control, all options granted under the foregoing provisions of
               this paragraph (c) shall become fully vested.

          (iv) Subject to the  provisions of paragraph 4, the options shall have
               a ten-year term beginning on the  respective  grant date for each
               option.

          (v)  The  options  shall  be  registered  on a Form  S-8  registration
               statement  which  shall  remain  effective  for  the  term of the
               options.

               The  options  granted  under  the  foregoing  provisions  of this
               paragraph  (c) shall be  treated  as a hiring  bonus,  and are an
               inducement  essential  to  the  Executive's  entering  into  this
               Agreement.  In addition to the Options  granted as a hiring bonus
               in accordance  with  paragraphs  (i) and (ii) above,  the Company
               will make annual grants of Stock  options to the Executive  based
               on  performance  and  consistent   with  the  Company's   regular
               compensation  practices  for  executive  officers,   taking  into
               account the Executive's position relative to other executives. In
               determining  the  amount  of  the  annual  option  grant  to  the
               Executive  in any year,  the Company will not consider the hiring
               bonus options granted to the Executive  under  paragraphs (i) and
               (ii) above.  Except as otherwise  provided by this paragraph (c),
               the  Stock  options  shall  be  subject  to  such  terms  as  are
               comparable  to the  terms of  options  granted  to  other  senior
               executive officers.


     (d)  Physical Examination.  The Company will reimburse the Executive for an
          annual  physical  examination  for the Executive and for his wife. The
          Executive  shall be entitled to a Tax  Gross-Up  with  respect to such
          reimbursement.

     (e)  Automobile. The Executive shall be provided, at the Company's expense,
          with the use of an  automobile  in the location  around the  Company's
          headquarters,  and shall be entitled to a Tax Gross-Up with respect to
          the provision of such vehicle.

     (f)  Location.   The   Executive's   office  shall  be  in  the   Company's
          headquarters.  As of  the  Effective  Date,  such  headquarters  is in
          Rosemont, Illinois.  Thereafter, the headquarters shall be at Rosemont
          or  such  other   location  as  is   determined  by  the  Board  after
          consultation  with the  Executive.  During  the  Agreement  Term,  the
          Executive  may  reside  in  Carmel,  Indiana.  The  Executive  will be
          provided with the use of Company jet or helicopter  (as  determined by
          the Executive) for commuting to Carmel,  Indiana.  The Executive shall
          be entitled to a Tax Gross-Up  with  respect to the  provision of such
          transportation.

     (g)  Apartment.  The Company  will provide the  Executive  with a furnished
          apartment in the vicinity of the Company's headquarters. The Executive
          shall be entitled to a Tax Gross-Up  with respect to the  provision of
          such apartment.

     (h)  Spousal Travel.  The  Executive's  wife will be permitted to accompany
          him  on  any  business-related  travel,  and  the  Executive  will  be
          reimbursed  by the  Company  for  the  expenses  of such  travel.  The
          Executive  shall be entitled to a Tax  Gross-Up  with  respect to such
          reimbursement of his wife's travel expenses.

     (i)  Financial  Planning.  The  Executive  shall  be  reimbursed  for up to
          $15,000 per year for  personal  financial  and tax  planning  expenses
          while the Executive is employed by the Company. The Executive shall be
          entitled to a Tax Gross-Up with respect to such reimbursement.

     (j)  Relocation.  The  Company  will  purchase  the  Executive's  house  in
          Colorado Springs, Colorado, if he is unsuccessful in selling the house
          within 90 days  after  date of  listing of the house with a broker for
          sale.  The purchase  price paid by the Company shall be the greater of
          (i) the  Executive's  cost for the house plus the cost of improvements
          made by the  Executive  or (ii)  the  appraised  value  of the  house.
          Subject  to the  foregoing  provisions  of  this  paragraph  (j),  the
          Executive  shall  be  entitled  to   relocation-related   benefits  in
          accordance with the relocation  policies of the Company  applicable to
          its senior executive officers.

     (k)  Expenses. The Executive is authorized to incur reasonable expenses for
          entertainment,   traveling,   meals,  lodging  and  similar  items  in
          promoting  the  Company's  business.  The Company will  reimburse  the
          Executive for all reasonable expenses so incurred,  provided that such
          expenses  are  incurred  and  accounted  for in  accordance  with  the
          reasonable policies and procedures established by the Company.

     (l)  Vacation.  The Executive shall be eligible for four weeks vacation per
          year.

     (m)  Change in Control. Following a Change in Control, the Company shall to
          provide  compensation  (including bonus opportunities) and benefits to
          the  Executive  which,  on an  aggregate  basis,  equal or exceed  the
          compensation  (including bonus  opportunities)  and benefits in effect
          immediately before the Change in Control.

     (n)  Fringe  Benefits.  Except as  otherwise  specifically  provided to the
          contrary in this  Agreement,  the Executive shall be provided with the
          welfare  benefits and other fringe  benefits to the same extent and on
          the same terms as those benefits are provided by the Company from time
          to time to the Company's other senior management employees;  provided,
          however,  that  if any  such  benefits  are  adjusted  to  reflect  an
          executive's position,  the Executive's benefits shall be adjusted in a
          manner  commensurate  with his position.  The Executive  shall also be
          entitled  to  the  perquisites   that  are  customarily   provided  in
          connection  with his position.  Nothing in this paragraph (m) shall be
          construed  to prevent  the  Company  from  revising  the  benefits  or
          perquisites  generally  provided  to  executives  from  time to  time.
          However,  the Company shall not be required to provide a benefit under
          this paragraph (n) if such benefit would duplicate (or otherwise be of
          the same type as) a benefit specifically required to be provided under
          another provision of this Agreement.  The Executive shall complete all
          forms and physical examinations,  and otherwise take all other similar
          actions to secure coverage and benefits described in this paragraph 2,
          to  the  extent  determined  to be  necessary  or  appropriate  by the
          Company.

     (o)  Tax  Gross-Up.  The term "Tax  Gross-Up"  with  respect to any benefit
          means  a  payment  in an  amount  equal  to the  aggregate  amount  of
          additional  Federal,  state and local income  taxes and payroll  taxes
          payable by the Executive from time to time by reason of the receipt of
          that benefit, and by reason of his receipt of the gross-up payment.

3.   Termination.  The  Executive's  employment  with  the  Company  during  the
     Agreement  Term may be terminated  by the Company or the Executive  without
     any breach of this  Agreement  only under the  circumstances  described  in
     paragraphs 3(a) through 3(f):


     (a)  Death.  The Executive's  employment  hereunder will terminate upon his
          death.

     (b)  Permanent  Disability.  The  Company  may  terminate  the  Executive's
          employment during any period in which he is Permanently Disabled.  The
          Executive shall be considered "Permanently Disabled" during any period
          in which he is Disabled;  provided,  however, that the Executive shall
          not  be  considered  to  be  "Permanently  Disabled"  unless  (i)  the
          Executive,  as a  result  of  a  physical  or  mental  disability,  is
          incapable,   after   reasonable   accommodation,   of  performing  any
          substantial  portion of the Executive's duties under this Agreement on
          a permanent,  full-time  basis; and (ii) such disability is determined
          by the Board to be of a long-term nature. In the event of a dispute as
          to whether the  Executive  is  Permanently  Disabled,  the Company may
          refer the same to a mutually acceptable licensed practicing physician,
          and the Executive  agrees to submit to such tests and  examination  as
          such physician shall deem appropriate.

     (c)  Cause. The Company may terminate the Executive's  employment hereunder
          at any  time for  Cause.  For  purposes  of this  Agreement,  the term
          "Cause" shall mean:

          (i)  the  willful  and   continued   failure  by  the   Executive   to
               substantially perform his material duties with the Company (other
               than any  such  failure  resulting  from  the  Executive's  being
               Disabled),  within a  reasonable  period of time  after a written
               demand for substantial  performance is delivered to the Executive
               by the Board, which demand specifically  identifies the manner in
               which the Board believes that the Executive has not substantially
               performed his duties;

          (ii) the  willful  engaging  by the  Executive  in  conduct  which  is
               demonstrably and materially injurious to the Company,  monetarily
               or otherwise; or

          (iii)the engaging by the Executive in egregious  misconduct  involving
               serious moral turpitude and the Company's  Board, in the exercise
               of  reasonable   judgment,   determines   that  the   Executive's
               credibility  and  reputation no longer conform to the standard of
               the Company's executives. For purposes of this Agreement, no act,
               or  failure  to act,  on the  Executive's  part  shall be  deemed
               "willful"  unless done,  or omitted to be done,  by the Executive
               not  in  good  faith  and  without  reasonable  belief  that  the
               Executive's  action or omission  was in the best  interest of the
               Company. "Cause" shall not include (i) bad judgment, (ii) failure
               of the Company to meet financial performance objectives, or (iii)
               any act or omission of which any member of the Board who is not a
               party to such act or  omission  has had actual  knowledge  for at
               least twelve months.

     (d)  Constructive  Discharge.  If (I) the Executive provides written notice
          to the Company of the  occurrence  of Good  Reason (as defined  below)
          within a  reasonable  time after the  Executive  has  knowledge of the
          circumstances   constituting   Good   Reason,   which   notice   shall
          specifically identifies the circumstances which the Executive believes
          constitute  Good  Reason;  (II)  the  Company  fails  to  correct  the
          circumstances  within 30 days after  receiving such notice;  and (III)
          the Executive resigns within a reasonable time after the Company fails
          to correct such circumstances;  then the Executive shall be considered
          to have been subject to a Constructive  Discharge by the Company.  For
          purposes of this  Agreement,  "Good  Reason"  shall mean,  without the
          Executive's  express  written  consent (and except in consequence of a
          prior  termination of the Executive's  employment),  the occurrence of
          any of the following circumstances:

          (i)  A  material  adverse  change  in the  status,  title,  authority,
               responsibilities  or perquisites  of the  Executive.  Following a
               material transaction  involving the Company,  "Good Reason" shall
               be deemed to exist under this  paragraph  (i) if the Executive is
               not the  Chief  Executive  Officer  and  Chairman  of the  parent
               company of the surviving entity.

          (ii) The failure to nominate or elect the Executive as Chairman of the
               Board or as a member of the  Executive  Committee of the Board in
               accordance  with  paragraph  1,  or his  removal  from  any  such
               position.

          (iii)A  change  in  Executive's   reporting   relationship   from  the
               reporting relationship required in accordance with paragraph 1.

          (iv) Assignment of duties materially inconsistent with the Executive's
               position as President and Chief Executive Officer.

          (v)  The failure to comply with the  procedures set forth in paragraph
               1(b) with respect to nomination and  appointment of Board members
               or failure to amend the by-laws of the  Company to reflect  those
               procedures.

          (vi) The  failure  of the Board to give  consideration  to the list of
               candidates  recommended by the Executive for Board  nomination as
               required by the provisions of paragraph 1(b).

          (vii)A reduction by the Company in the Executive's  salary or benefits
               to an amount that is less than required under paragraph 2.

          (viii)  Following   a  Change  in  Control,   failure  of  to  provide
               compensation  and  benefits to the  Executive  as required  under
               paragraph 2(l).

          (ix) The  failure of the  Company to obtain a  satisfactory  agreement
               from any successor to assume and agree to perform this Agreement.

          (x)  Any purported termination of the Executive's  employment which is
               not effected  pursuant to a Notice of Termination  satisfying the
               requirements  of paragraph  (g) below (and,  if  applicable,  the
               requirements  of paragraph  (b) above),  and for purposes of this
               Agreement, no such purported termination shall be effective.

          (xi) Any  material  breach  of  this  Agreement  by  the  Company  not
               described in paragraphs (i) through (x) next above.

               The  Executive's  right to terminate his  employment  pursuant to
               this paragraph (d) shall not be affected by his incapacity due to
               physical or mental illness.

          (e)  Termination  by  Executive.   The  Executive  may  terminate  his
               employment  hereunder  at any time for any  reason by giving  the
               Company  prior  written  Notice of  Termination  (as  defined  in
               paragraph 3(g)),  which Notice of Termination  shall be effective
               not less than 60 days after it is given to the Company,  provided
               that nothing in this  Agreement  shall  require the  Executive to
               specify a reason for any such termination. However, to the extent
               that the procedures specified in paragraph 3(d) are required, the
               procedures of this  paragraph 3(e) may not be used in lieu of the
               procedures required under paragraph 3(d).

          (f)  Termination by Company. The Company may terminate the Executive's
               employment  hereunder  at any time for any reason,  by giving the
               Executive  prior written Notice of  Termination,  which Notice of
               Termination shall be effective immediately, or such later time as
               is specified in such notice. The Company shall not be required to
               specify a reason for the  termination  under this  paragraph (f),
               provided that  termination of the  Executive's  employment by the
               Company shall be deemed to have occurred under this paragraph (f)
               only if it is not for reasons  described in paragraph 3(b), 3(c),
               3(d), or 3(e).

          (g)  Notice  of  Termination.   Any  termination  of  the  Executive's
               employment  by  the  Company  or  the  Executive  (other  than  a
               termination pursuant to paragraph 3(a)) must be communicated by a
               written  Notice of  Termination  to the other party  hereto.  For
               purposes of this  Agreement,  a "Notice of  Termination"  means a
               dated notice which indicates the Date of Termination (not earlier
               than  the  date on which  the  notice  is  provided),  and  which
               indicates the specific  termination  provision in this  Agreement
               relied on and which sets forth in reasonable detail the facts and
               circumstances, if any, claimed to provide a basis for termination
               of the Executive's employment under the provision so indicated.

          (h)  Date of Termination. "Date of Termination" means the last day the
               Executive  is  employed  by  the  Company,   provided   that  the
               Executive's  employment  is  terminated  in  accordance  with the
               foregoing provisions of this paragraph 3.

          (i)  Effect  of  Termination.  If,  on the  Date of  Termination,  the
               Executive is a member of the Board of Directors of the Company or
               any of the  Subsidiaries,  or holds any other  position  with the
               Company and the Subsidiaries  (other than the position  described
               in  paragraph  1(a)),  the  Executive  shall resign from all such
               positions as of the Date of Termination.

4.   Rights Upon  Termination.  The  Executive's  right to payment and  benefits
     under this  Agreement  for periods after his Date of  Termination  shall be
     determined in accordance with the following provisions of this paragraph 4:

     (a)  General.  If the  Executive's  Date of  Termination  occurs during the
          Agreement Term for any reason, the Company shall pay to the Executive:

          (i)  The  Executive's  Salary  for the  period  ending  on the Date of
               Termination.

          (ii) Payment for unused  vacation  days,  as  determined in accordance
               with Company policy as in effect from time to time.

          (iii)If the Date of Termination  occurs after the end of a performance
               period  for the  annual  bonus,  and prior to the  payment of the
               annual bonus (as described in paragraph  2(b)) for the year,  the
               Executive  shall  be paid  such  bonus  amount  at the  regularly
               scheduled time.

          (iv) The  Executive  and any of his  dependents  shall be eligible for
               medical  continuation  coverage  under the  provisions of section
               4980B of the Internal Revenue Code or section 601 of the Employee
               Retirement   Income   Security  Act   (sometimes   called  "COBRA
               coverage") to the extent required by applicable law.

          (v)  Any other payments or benefits to be provided to the Executive by
               the  Company   pursuant  to  any   employee   benefit   plans  or
               arrangements  adopted by the Company,  to the extent such amounts
               are due from the Company.

               Except as may otherwise be expressly  provided to the contrary in
               this  Agreement,  nothing in this Agreement shall be construed as
               requiring  the Executive to be treated as employed by the Company
               for  purposes  of  any  employee   benefit  plan  or  arrangement
               following the date of the Executive's Date of Termination.

     (b)  Death.  If the  Executive's  Date of  Termination  occurs  during  the
          Agreement Term by reason of the Executive's  death,  then, in addition
          to the amounts payable in accordance with paragraph 4(a):

          (i)  The Executive's estate shall receive payment of the bonus for the
               performance period in which his Date of Termination occurs, based
               on actual  performance for the entire period,  and payable at the
               same time as it is payable  for other  participants  in the bonus
               plan; provided,  however,  that it shall be subject to a pro-rata
               reduction for the portion of the performance period following the
               Date of Termination.

          (ii) If  the  Date  of  Termination   occurs  prior  to  the  two-year
               anniversary of the Employment  Commencement Date, then, as of the
               date immediately prior to the Date of Termination,  the Executive
               shall be  granted  an option  covering  the  excess of  1,000,000
               shares of Stock  over the  number of shares  covered  by  options
               granted under  paragraph  2(c)(ii).  The exercise  price for each
               such option  granted under this  paragraph (ii) shall be the fair
               market value of the Stock as of the date of grant for the option.
               The vesting of such option shall be determined  under the vesting
               provisions  of  paragraph  2(c)(iii)  based  on  the  Executive's
               service to the Date of Termination. The term of such option shall
               be determined under paragraph 2(c)(iv). The obligation under this
               paragraph  (ii) to grant an option  shall be adjusted in the same
               manner as is required under section 24 of the Stock Plan.

          (iii)To the  extent  that any  outstanding  Stock  options  previously
               granted to the  Executive  (including,  without  limitation,  any
               option been granted  immediately prior to the Date of Termination
               in  accordance   with   paragraph  (ii)  above)  are  vested  and
               exercisable  immediately  prior to the Date of Termination,  each
               such option  shall  remain  exercisable  until the date fixed for
               expiration   of  the  option   (determined   without   regard  to
               Executive's  termination of  employment),  and to the extent that
               any such Stock option is not vested and  exercisable  immediately
               prior to the Date of Termination,  it shall terminate immediately
               on the Date of Termination.

     (c)  Disability.  If the Executive's Date of Termination  occurs during the
          Agreement  Term  under  circumstances   described  in  paragraph  3(b)
          (relating to Executive's being Permanently Disabled) then, in addition
          to the amounts payable in accordance with paragraph 4(a):

          (i)  The  Executive  shall  receive  payment  of  the  bonus  for  the
               performance period in which his Date of Termination occurs, based
               on actual  performance for the entire period,  and payable at the
               same time as it is payable  for other  participants  in the bonus
               plan; provided,  however,  that it shall be subject to a pro-rata
               reduction for the portion of the performance period following the
               Date of Termination.


          (ii) If  the  Date  of  Termination   occurs  prior  to  the  two-year
               anniversary of the Employment  Commencement Date, then, as of the
               date immediately prior to the Date of Termination,  the Executive
               shall be  granted  an option  covering  the  excess of  1,000,000
               shares of Stock  over the  number of shares  covered  by  options
               granted under  paragraph  2(c)(ii).  The exercise  price for each
               such option  granted under this  paragraph (ii) shall be the fair
               market value of the Stock as of the date of grant for the option.
               The vesting of such option shall be determined  under the vesting
               provisions  of  paragraph  2(c)(iii)  based  on  the  Executive's
               service to the Date of Termination. The term of such option shall
               be determined under paragraph 2(c)(iv). The obligation under this
               paragraph  (ii) to grant an option  shall be adjusted in the same
               manner as is required under section 24 of the Stock Plan.

          (iii)To the  extent  that any  outstanding  Stock  options  previously
               granted to the  Executive  (including,  without  limitation,  any
               option been granted  immediately prior to the Date of Termination
               in  accordance   with   paragraph  (ii)  above)  are  vested  and
               exercisable  immediately  prior to the Date of Termination,  each
               such option  shall  remain  exercisable  until the date fixed for
               expiration   of  the  option   (determined   without   regard  to
               Executive's  termination of  employment),  and to the extent that
               any such Stock option is not vested and  exercisable  immediately
               prior to the Date of Termination,  it shall terminate immediately
               on the Date of Termination.  If, at the Date of Termination under
               circumstances  described in paragraph  3(b), the Executive is not
               eligible  for income  replacement  benefits  under the  Company's
               long-term  disability  plan  or  another  arrangement   providing
               substantially  similar  benefits,  then, in lieu of receiving any
               benefits under such plan or  arrangement,  the  Executive,  for a
               period of two years after the Date of Termination, shall continue
               to receive  monthly or more frequent  payments at his salary rate
               in effect immediately prior to the Date of Termination.

     (d)  Cause.  If the  Executive's  Date of  Termination  occurs  during  the
          Agreement  Term  under  circumstances   described  in  paragraph  3(c)
          (relating to the Executive's  termination  for Cause) then,  except as
          otherwise expressly provided in this Agreement, the Company shall have
          no obligation  to make payments  under the Agreement for periods after
          the Executive's Date of Termination,  and any outstanding Stock option
          shall terminate immediately upon the Date of Termination regardless of
          the vested status of the option.

     (e)  Resignation.  If the Executive's Date of Termination occurs during the
          Agreement  Term  under  circumstances   described  in  paragraph  3(e)
          (relating to the Executive's  resignation),  then, except as otherwise
          expressly provided in this Agreement, the Company shall otherwise have
          no obligation  to make payments  under the Agreement for periods after
          the Executive's Date of Termination;  provided that to the extent that
          any outstanding  Stock option  previously  granted to the Executive is
          vested and exercisable  immediately  prior to the Date of Termination,
          it  shall  remain  exercisable  until  the  earlier  of  the  ten-year
          anniversary of the Employment  Commencement Date or the eighteen-month
          anniversary  of the Date of  Termination,  and to the extent  that any
          such Stock option is not vested and exercisable  immediately  prior to
          the Date of Termination, it shall terminate immediately on the Date of
          Termination.

     (f)  Termination   without  Cause  and  Constructive   Discharge.   If  the
          Executive's Date of Termination occurs during the Agreement Term under
          circumstances  described in paragraph 3(d)  (relating to  Constructive
          Discharge) or paragraph  3(f)  (relating to termination by the Company
          without Cause) then, in addition to the amounts  payable in accordance
          with paragraph 4(a):

          (i)  The Executive shall receive, in a lump sum payment, the sum of:

               (A)  All of the salary that would be payable to the  Executive if
                    he continued  in the employ of the Company  until the End of
                    the  Severance  Period  and  received  the rate of salary in
                    effective immediately prior to his Date of Termination.

                    plus

               (B)  The  total  bonus  payments  he would  have  received  if he
                    remained in the employ of the  Company  until the End of the
                    Severance  Period,  with the rate of bonus payment to be not
                    less than the  greater of  $700,000  per year or the highest
                    annual  bonus  payment  received by the  Executive  from the
                    Company for his period of  employment;  provided that if the
                    End of the Severance  Period occurs on a date other than the
                    last day of a  performance  period,  the bonus  deemed to be
                    earned under this paragraph (B) for the  performance  period
                    in which the End of the Severance Period occurs shall be the
                    amount  determined in accordance with this paragraph (B) for
                    the period,  but subject to a pro rata  reduction to reflect
                    the portion of the performance  period  following the End of
                    the Severance Period.

                    The "End of the Severance  Period" shall be the date that is
                    the later of the  three-year  anniversary  of the Employment
                    Commencement Date or the two-year anniversary of the Date of
                    Termination.

          (ii) The Company  will provide the  Executive  with medical and dental
               benefits with respect to the Executive and his  dependents to the
               extent  that  such  benefits  would  have  been  provided  to the
               Executive  (with  respect to the  Executive  and his  dependents)
               under the  Company's  medical and dental plans  applicable to the
               Company's  senior  executives (as those plans may be amended from
               time to time in  accordance  with  their  terms)  as  though  the
               Executive  remained  employed by the Company until the end of the
               Agreement  Term.  The  period of  coverage  under  the  foregoing
               provisions  of this  paragraph  (ii) shall be counted  toward the
               Company's  obligation  to provide COBRA  coverage.  The period of
               coverage required under this paragraph (ii) shall cease as of the
               first day on which the  Executive  has medical  benefit  coverage
               from his employer  (including a new employer or a prior employer)
               after the Date of Termination.  The Executive  agrees that during
               any  period  after  the Date of  Termination  during  which he is
               eligible to obtain medical benefit  coverage (with respect to the
               Executive or his dependents)  from the Executive's  employer,  or
               other  person  to  whom  the  Executive  provides  service,   the
               Executive  will file  such an  application,  and take such  other
               steps as may be necessary to obtain such coverage  (including the
               payment of premiums).  The Executive shall receive a Tax Gross-Up
               with respect to the coverage  provided by the Company  under this
               paragraph (ii).


          (iii)If  the  Date  of  Termination   occurs  prior  to  the  two-year
               anniversary of the Employment  Commencement Date, then, as of the
               date immediately prior to the Date of Termination,  the Executive
               shall be  granted  an option  covering  the  excess of  1,000,000
               shares of Stock  over the  number of shares  covered  by  options
               granted under  paragraph  2(c)(ii).  The exercise  price for each
               such option granted under this paragraph  (iii) shall be the fair
               market value of the Stock as of the date of grant for the option.
               The term of such  option  shall  be  determined  under  paragraph
               2(c)(iv).  The obligation  under this paragraph (iii) to grant an
               option shall be adjusted in the same manner as is required  under
               section 24 of the Stock Plan.

          (iv) The  exercise  restrictions  with  respect to  outstanding  Stock
               options previously granted to the Executive (and those granted in
               accordance  with  paragraph  (ii)  above)  shall  lapse,  and the
               options  shall become  vested and  exercisable  as of the Date of
               Termination.  Such Stock options shall remain  exercisable  until
               the date fixed for expiration of the option  (determined  without
               regard to Executive's termination of employment).

               In no event, however,  shall the Executive be entitled to receive
               any amounts,  rights, or benefits under this paragraph (f) unless
               he  executes a release of claims  against  the  Company in a form
               prepared by the Company.

     (g)  Change in  Control.  If the  Executive's  Date of  Termination  occurs
          during the Agreement Term under circumstances described paragraph 3(f)
          (relating  to  termination  by the Company  without  Cause) prior to a
          Change  in  Control  and  such   termination  is  by  the  Company  in
          anticipation  of a Change in Control  (as defined in  Supplement  2 to
          this  Agreement,  which  is  attached  to and  forms  a part  of  this
          Agreement),  or if the Executive's  Date of Termination  occurs during
          the Agreement  Term on or after a Change in Control,  and prior to the
          18-month  anniversary  of the Change in Control,  under  circumstances
          described in paragraph  3(d) (relating to  Constructive  Discharge) or
          paragraph 3(f) (relating to termination by the Company without Cause),
          then  paragraph  (f) next above shall apply to the  Executive,  except
          that (in consideration of the Executive signing the Employee Agreement
          and the other covenants and agreements set forth in this Agreement):

          (i)  The  "End  of the  Severance  Period"  shall  be  the  three-year
               anniversary of the Date of Termination.

          (ii) In the event it shall be determined that any payment,  benefit or
               distribution  (or  combination  thereof)  from the  Company,  any
               affiliate,  or  trusts  established  by  the  Company  or by  any
               affiliate,  for the benefit of its employees, to the Executive or
               for  the  Executive's   benefit   (whether  paid  or  payable  or
               distributed  or  distributable  pursuant  to the  terms  of  this
               Agreement or otherwise,  and with a "payment" including,  without
               limitation, the vesting of an option or other non-cash benefit or
               property) (any of which are referred to as a "Payment")  would be
               subject to the excise tax imposed by section 4999 of the Internal
               Revenue Code of 1986, as amended (the "Code"), or any interest or
               penalties  are  incurred by the  Executive  with  respect to such
               excise tax (such excise tax,  together with any such interest and
               penalties,  hereinafter  collectively  referred to as the "Excise
               Tax"),  the Executive  shall be entitled to receive an additional
               payment (a "Parachute  Gross-Up Payment") in an amount such that,
               after  payment  by the  Executive  of all  taxes  (including  any
               interest  or  penalties  imposed  with  respect  to such  taxes),
               including, without limitation, any income taxes and payroll taxes
               (and any interest and penalties imposed with respect thereto) and
               the Excise Tax imposed upon the Parachute  Gross-Up Payment,  the
               Employee  retains  an amount of the  Parachute  Gross-Up  Payment
               equal  to the sum  of:  (i)  the  Excise  Tax  imposed  upon  the
               Payments;  plus  (ii)  an  amount  equal  to the  product  of any
               deductions  disallowed  for federal,  state,  or local income tax
               purposes  because  of the  inclusion  of the  Parachute  Gross-Up
               Payment in the  Executive's  adjusted gross income  multiplied by
               the highest applicable marginal rate of federal,  state, or local
               income taxation, respectively, for the calendar year in which the
               Parachute Gross-Up Payment is to be made.

     (h)  Non-Renewal by Company.  If the Executive's  Date of Termination  does
          not occur during the Agreement  Term,  and the  Agreement  Term is not
          extended by reason of the Company providing notice to the Executive of
          non-renewal  in  accordance  with  paragraph  1(f),  then the exercise
          restrictions  with respect to  outstanding  Stock  options  previously
          granted  to  the  Executive  shall  lapse  as of the  last  day of the
          Agreement Term. Such Stock options shall remain  exercisable until the
          date fixed for expiration of the option (determined  without regard to
          Executive's   termination  of   employment).   In  addition,   if  the
          Executive's  Date of  Termination  does not occur during the Agreement
          Term,  and the Agreement  Term is not extended by reason of either the
          Company or the Executive  providing notice to the other of non-renewal
          in accordance  with paragraph  1(f),  then,  following the Executive's
          termination of employment  with the Company,  he shall receive payment
          of the bonus for the  performance  period  in which  such  termination
          occurs, based on actual performance for the entire period, and payable
          at the same time as it is payable for other  participants in the bonus
          plan;  provided,  however,  that it shall  be  subject  to a  pro-rata
          reduction  for the portion of the  performance  period  following  the
          termination.

     (i)  Other Benefits. Except as may be otherwise specifically provided in an
          amendment of this  paragraph (i) adopted in accordance  with paragraph
          10, the Executive's  rights under this paragraph 4 shall be in lieu of
          any  benefits  that may be  otherwise  payable  to or on behalf of the
          Executive  pursuant to the terms of any severance pay  arrangement  of
          the Company or any Subsidiary or any other, similar arrangement of the
          Company  or  any  Subsidiary   providing   benefits  upon  involuntary
          termination of employment.

5.   Duties  on  Termination.  Subject  to the  terms  and  conditions  of  this
     Agreement,  during the period beginning on the date of delivery of a Notice
     of Termination,  and ending on the Date of Termination, the Executive shall
     continue  to perform his duties as set forth in this  Agreement,  and shall
     also perform such services for the Company as are necessary and appropriate
     for  a  smooth   transition   to  the   Executive's   successor,   if  any.
     Notwithstanding  the foregoing  provisions of this paragraph 5, the Company
     may suspend the Executive  from  performing his duties under this Agreement
     following  the  delivery  of a  Notice  of  Termination  providing  for the
     Executive's  resignation,  or  delivery  by  the  Company  of a  Notice  of
     Termination providing for the Executive's termination of employment for any
     reason;  provided,  however,  that during the period of  suspension  (which
     shall end on the Date of  Termination),  the Executive shall continue to be
     treated as employed by the  Company for other  purposes,  and his rights to
     compensation or benefits shall not be reduced by reason of the suspension.

6.   Mitigation and Set-Off. The Executive shall not be required to mitigate the
     amount of any  payment  provided  for in this  Agreement  by seeking  other
     employment or  otherwise.  The Company shall be entitled to set off against
     amounts  payable to the  Executive  any amounts  owed to the Company by the
     Executive,  but the  Company  shall not be  entitled to set off against the
     amounts payable to the Executive under this Agreement any amounts earned by
     the Executive in other employment after  termination of his employment with
     the Company,  or any amounts  which might have been earned by the Executive
     in other employment had he sought such other employment.

7.   Employee Agreement.  As of the Employment  Commencement Date, the Executive
     shall  enter  into the  "Employee  Agreement,"  in the  form  set  forth as
     Supplement  3 to this  Agreement,  which is attached to and forms a part of
     this Agreement.

8.   Assistance with Claims. The Executive agrees that, for the period beginning
     on the Employment Commencement Date, and continuing for a reasonable period
     after the Executive's  Date of  Termination,  the Executive will assist the
     Company  and the  Subsidiaries  in defense  of any claims  that may be made
     against the Company and the  Subsidiaries,  and will assist the Company and
     the  Subsidiaries  in the prosecution of any claims that may be made by the
     Company or the  Subsidiaries,  to the extent that such claims may relate to
     services  performed by the Executive for the Company and the  Subsidiaries.
     The Executive  agrees to promptly inform the Company if he becomes aware of
     any lawsuits involving such claims that may be filed against the Company or
     any  Subsidiary.  The  Company  agrees  to  provide  legal  counsel  to the
     Executive  in  connection  with  such  assistance  (to the  extent  legally
     permitted),  and to  reimburse  the  Executive  for all of the  Executive's
     reasonable   out-of-pocket   expenses   associated  with  such  assistance,
     including  travel  expenses.  For periods after the Executive's  employment
     with the  Company  terminates,  the  Company  agrees to provide  reasonable
     compensation  to the Executive  for such  assistance.  The  Executive  also
     agrees  to  promptly  inform  the  Company  if he is asked to assist in any
     investigation  of the Company or the  Subsidiaries  (or their actions) that
     may relate to services  performed by the  Executive  for the Company or the
     Subsidiaries,  regardless  of whether a lawsuit has then been filed against
     the Company or the Subsidiaries with respect to such investigation.

9.   Nonalienation.  The interests of the Executive under this Agreement are not
     subject  in  any  manner  to  anticipation,   alienation,  sale,  transfer,
     assignment, pledge, encumbrance, attachment, or garnishment by creditors of
     the Executive or the Executive's beneficiary.

10.  Amendment.  This  Agreement  may be  amended  or  cancelled  only by mutual
     agreement  of the  parties  in  writing  without  the  consent of any other
     person.  So long as the Executive lives, no person,  other than the parties
     hereto,  shall have any rights  under or interest in this  Agreement or the
     subject matter hereof.

11.  Applicable  Law. The  provisions  of this  Agreement  shall be construed in
     accordance  with the laws of the State of Illinois,  without  regard to the
     conflict of law  provisions of any state.  All disputes shall be arbitrated
     or litigated (whichever is applicable) in Chicago, Illinois.

12.  Severability.  The invalidity or  unenforceability of any provision of this
     Agreement  will not  affect the  validity  or  enforceability  of any other
     provision of this  Agreement,  and this  Agreement  will be construed as if
     such  invalid or  unenforceable  provision  were  omitted  (but only to the
     extent that such provision cannot be appropriately reformed or modified).

13.  Waiver  of  Breach.  No  waiver  by any  party  hereto  of a breach  of any
     provision of this Agreement by any other party,  or of compliance  with any
     condition  or  provision  of this  Agreement  to be performed by such other
     party, will operate or be construed as a waiver of any subsequent breach by
     such other party of any similar or dissimilar  provisions and conditions at
     the same or any prior or subsequent  time.  The failure of any party hereto
     to take any action by reason of such breach will not deprive  such party of
     the right to take action at any time while such breach continues.

14.  Successors,  Assumption  of  Contract.  This  Agreement  is personal to the
     Executive  and may not be  assigned  by the  Executive  without the written
     consent of the  Company.  However,  to the extent  that  rights or benefits
     under  this  Agreement   otherwise  survive  the  Executive's   death,  the
     Executive's  heirs and estate  shall  succeed to such  rights and  benefits
     pursuant to the Executive's  will or the laws of descent and  distribution;
     provided that the Executive  shall have the right at any time and from time
     to time, by notice delivered to the Company,  to designate or to change the
     beneficiary or beneficiaries with respect to such benefits.  This Agreement
     shall be  binding  upon and inure to the  benefit  of the  Company  and any
     successor of the Company, subject to the following:

     (a)  The Company will require any successor (whether direct or indirect, by
          purchase, merger,  consolidation or otherwise) to all or substantially
          all of the business or assets of the Company to  expressly  assume and
          agree to perform  this  Agreement  in the same  manner and to the same
          extent  that the  Company  would be  required to perform it if no such
          succession had taken place.

     (b)  After a successor  assumes  this  Agreement  in  accordance  with this
          paragraph 14, only such successor  shall be liable for amounts payable
          after such  assumption,  and no other  companies  (including,  without
          limitation,  Comdisco,  Inc.  and any other  predecessors)  shall have
          liability for amounts payable after such assumption.

     (c)  Notwithstanding the foregoing  provisions of this paragraph 14, if the
          successor  is required  to assume the  obligations  of this  Agreement
          under  paragraph  14(a),  and  fails to  execute  and  deliver  to the
          Executive a written  acknowledgment  of the  assumption at the time of
          the  assumption  or,  if  later,  promptly  following  demand  by  the
          Executive for execution  and deliver of such an  acknowledgment,  then
          the successor  shall not be substituted as the Company,  the Executive
          shall be entitled to payments and benefits as provided under paragraph
          4(f) or 4(g),  whichever is  applicable,  and if the Executive is then
          employed by the Company (or  successor),  the  Executive's  employment
          shall  be  deemed  to  have  been  terminated  by  the  Company  under
          circumstances  described in clause  3(d)(ix),  and the Executive shall
          not be required to perform  services under this  Agreement  after such
          deemed termination.

15.  Notices.  Notices  and  all  other  communications  provided  for  in  this
     Agreement shall be in writing and shall be delivered  personally or sent by
     registered or certified  mail,  return receipt  requested,  postage prepaid
     (provided  that  international  mail shall be sent via overnight or two-day
     delivery), or sent by facsimile or prepaid overnight courier to the parties
     at the  addresses  set forth  below (or such  other  addresses  as shall be
     specified by the parties by like notice). Such notices, demands, claims and
     other communications shall be deemed given:

     (a)  in the case of delivery by overnight  service with guaranteed next day
          delivery, the next day or the day designated for delivery;

     (b)  in the case of  certified or  registered  U.S.  mail,  five days after
          deposit in the U.S. mail; or

     (c)  in the case of facsimile,  the date upon which the transmitting  party
          received confirmation of receipt by facsimile, telephone or otherwise;

     provided, however, that in no event shall any such communications be deemed
     to be given later than the date they are actually received.  Communications
     that  are to be  delivered  by the U.S.  mail or by  overnight  service  or
     two-day  delivery  service are to be delivered to the  addresses  set forth
     below:

     to the Company:

         Comdisco, Inc.
         6111 N. River Road
         Rosemont, Illinois  60018

     or to the Executive:

         Norman P. Blake, Jr.
         11179 Estancia Way
         Carmel, Indiana  46032

     All  notices to the  Company  shall be  directed  to the  attention  of the
     General  Counsel  of  the  Company,  with a copy  to the  Secretary  of the
     Company.  A copy of all  notices  to the  Executive  shall  be sent to Mark
     Muedeking,  Piper Marbury  Rudnick & Wolfe,  6225 Smith Avenue,  Baltimore,
     Maryland 21209. Each party, by written notice furnished to the other party,
     may modify the applicable delivery address, except that notice of change of
     address shall be effective only upon receipt.

16.  Arbitration  of All Disputes.  Any  controversy  or claim arising out of or
     relating  to this  Agreement  (or the breach  thereof)  shall be settled by
     final, binding and non-appealable arbitration in Chicago, Illinois by three
     arbitrators.  Except as otherwise  expressly provided in this paragraph 16,
     the  arbitration  shall be  conducted in  accordance  with the rules of the
     American Arbitration Association (the "Association") then in effect. One of
     the arbitrators  shall be appointed by the Company,  one shall be appointed
     by the  Executive,  and the  third  shall be  appointed  by the  first  two
     arbitrators.  If the  first  two  arbitrators  cannot  agree  on the  third
     arbitrator within 30 days of the appointment of the second arbitrator, then
     the third arbitrator shall be appointed by the Association.  This paragraph
     16 shall not be construed to limit the Company's right to obtain  equitable
     relief  under  the  Employee  Agreement  with  respect  to  any  matter  or
     controversy  subject  to the  Employee  Agreement,  and,  pending  a  final
     determination  by the  arbitrator  with  respect  to  any  such  matter  or
     controversy,  the  Company  shall be  entitled to obtain any such relief by
     direct application to state,  federal,  or other applicable court,  without
     being required to first arbitrate such matter or controversy.

17.  Legal Costs.  The Company will  reimburse the Executive for the  reasonable
     attorney  fees  incurred  in  connection   with  the  negotiation  of  this
     Agreement.

18.  Survival  of  Agreement.  Except as  otherwise  expressly  provided in this
     Agreement,  the rights and  obligations  of the  parties to this  Agreement
     shall  survive  the  termination  of the  Executive's  employment  with the
     Company.

19.  Entire  Agreement.   Except  as  otherwise  noted  herein,  this  Agreement
     (including  any  Supplement(s)  attached  hereto)  constitutes  the  entire
     agreement  between the parties  concerning  the subject  matter  hereof and
     supersedes all prior and  contemporaneous  agreements,  if any, between the
     parties relating to the subject matter hereof.

20.  Acknowledgment by Executive. The Executive represents and warrants that (i)
     he is not,  and  will  not  become  a  party  to any  agreement,  contract,
     arrangement  or  understanding,  whether of employment  or otherwise,  that
     would in any way restrict to prohibit him from  undertaking  or  performing
     his duties in accordance  with this Agreement or that restricts his ability
     to be employed by the Company in accordance with this  Agreement;  (ii) his
     employment  by the Company  will not violate the terms of any policy of any
     prior  employer  of the  Executive  regarding  competition;  and  (iii) his
     position with the Company, as described in this Agreement, will not require
     him to improperly use any trade secrets or confidential  information of any
     prior  employer,  or any other  person or entity for whom he has  performed
     services.

     IN WITNESS  THEREOF,  the  Executive  has  hereunto  set his hand,  and the
Company has caused these  presents to be executed in its name and on its behalf,
all as of the Effective Date.
                                             -----------------------------------
                                                            Norman P. Blake, Jr.

                                                                  Comdisco, Inc.

                                        By: ____________________________________
                                       Its: ____________________________________



<PAGE>


                                  Supplement 1A
                                Grant under Plan
              Notice of Grant of Stock Options and Award Agreement

     This  Supplement  1A is  attached  to and  forms a part  of the  employment
agreement (the  "Agreement")  between Norman P. Blake, Jr. (the "Executive") and
Comdisco,  Inc.  (the  "Company").  The purpose of this  Supplement 1A is to set
forth the Notice of Grant of Stock Options and Award  Agreement  applicable to a
certain  stock option award to be granted  pursuant to paragraph  2(c)(i) of the
Agreement.

              NOTICE OF GRANT OF STOCK OPTIONS AND AWARD AGREEMENT

                                                             Option Number:
                                                             Plan:
                                                             ID:

This grant of stock options is subject to the  provisions of the Comdisco,  Inc.
1998 Long-Term Stock Ownership Incentive Plan (as Amended and Restated Effective
September  29,  2000)  (the  "Plan")  and the  following  additional  terms  and
conditions.

Effective  2/27/01,  and  pursuant  to the terms of  paragraph  2(c)(i)  of your
employment agreement with Comdisco, Inc. (the "Company") dated February 27, 2001
(the  "Agreement"),  you have been granted a  Non-Qualified  Stock Option to buy
600,000.00 shares of Company stock at $11.72 per share.

The total option price of the shares granted is $7,032,000.

The option will become  vested and remain  exercisable  in  accordance  with the
terms of the Agreement.

Tax Treatment:  This option is a "non-qualified  option." You are not subject to
Federal income  taxation at the time of grant.  Upon exercise of a non-qualified
option,  the  difference  between the option  exercise price and the fair market
value of the common stock on the date of exercise  will be  considered  ordinary
income.

Registration  Resale:  The  Plan  is  presently  the  subject  of  an  effective
Registration Statement. While the Plan does not place restrictions on resales of
shares acquired  thereunder,  shares acquired by "affiliates" of Comdisco may be
subject to restrictions on resale imposed by the Securities Exchange Act of 1934
("Act").  Shares  acquired by  non-affiliates  will  generally not be subject to
restrictions on resale under the Act.

By your signature and Comdisco's  signature  below,  you and Comdisco agree that
these options are granted under and governed by the terms and  conditions of the
Plan and the Award Agreement,  all of which are attached and made a part of this
document.


--------------------------------------      ---------------------------------
Comdisco, Inc.                                       Date

--------------------------------------      ---------------------------------


<PAGE>


                                  Supplement 1B
                               Grant Outside Plan
              Notice of Grant of Stock Options and Award Agreement

     This  Supplement  1B is  attached  to and  forms a part  of the  employment
agreement (the  "Agreement")  between Norman P. Blake, Jr. (the "Executive") and
Comdisco,  Inc.  (the  "Company").  The purpose of this  Supplement 1B is to set
forth the Notice of Grant of Stock Options and Award  Agreement  applicable to a
certain  stock option award to be granted  pursuant to paragraph  2(c)(i) of the
Agreement.

              NOTICE OF GRANT OF STOCK OPTIONS AND AWARD AGREEMENT

                                                             Option Number:
                                                             ID:

Effective  2/27/01,  and  pursuant  to the terms of  paragraph  2(c)(i)  of your
employment agreement with Comdisco, Inc. (the "Company") dated February 27, 2001
(the  "Agreement"),  you have been granted a  Non-Qualified  Stock Option to buy
406,500.00 shares of Company stock at $10.90 per share.

This grant of stock options is not made under the Comdisco,  Inc. 1998 Long-Term
Stock Ownership  Incentive Plan (as Amended and Restated Effective September 29,
2000) (the "Plan"), but is subject to the same terms and conditions as though it
had been made under the Plan  (provided,  however,  that this grant shall not be
counted  against the total set forth in Section 3(a) of the Plan,  and shall not
be subject to the  provisions of Section 3(b) of the Plan),  and the grant shall
be subject to the following additional terms and conditions.

The total option price of the shares granted is $4,430,850.

The option will become  vested and remain  exercisable  in  accordance  with the
terms of the Agreement.

Tax Treatment:  This option is a "non-qualified  option." You are not subject to
Federal income  taxation at the time of grant.  Upon exercise of a non-qualified
option,  the  difference  between the option  exercise price and the fair market
value of the common stock on the date of exercise  will be  considered  ordinary
income.

By your signature and Comdisco's  signature  below,  you and Comdisco agree that
these options are granted under and governed by the terms and  conditions of the
Plan and the Award Agreement,  all of which are attached and made a part of this
document.


--------------------------------------      ---------------------------------
Comdisco, Inc.                                       Date

--------------------------------------      ---------------------------------


<PAGE>


                                  Supplement 1C
                            Future Grants under Plan
              Notice of Grant of Stock Options and Award Agreement

     This  Supplement  1C is  attached  to and  forms a part  of the  employment
agreement (the  "Agreement")  between Norman P. Blake, Jr. (the "Executive") and
Comdisco,  Inc.  (the  "Company").  The purpose of this  Supplement 1C is to set
forth the Notice of Grant of Stock Options and Award  Agreement  applicable to a
certain stock option award to be granted  pursuant to paragraph  2(c)(ii) of the
Agreement.

              NOTICE OF GRANT OF STOCK OPTIONS AND AWARD AGREEMENT

                                                             Option Number:
                                                             Plan:
                                                             ID:

This grant of stock options is subject to the provisions of the [Comdisco,  Inc.
1998 Long-Term Stock Ownership Incentive Plan (as Amended and Restated Effective
September 29, 2000) - or insert name of successor  plan] (the "Plan") [if option
granted outside of a plan, it shall be subject to terms substantially comparable
to those under the plan] and the following additional terms and conditions.

Effective  __/__/__,  and  pursuant to the terms of  paragraph  2(c)(ii) of your
employment agreement with Comdisco, Inc. (the "Company") dated February 27, 2001
(the  "Agreement"),  you have been granted a  Non-Qualified  Stock Option to buy
__________ shares of Company stock at $__________ per share.

The total option price of the shares granted is $____________.

The option will become  vested and remain  exercisable  in  accordance  with the
terms of the Agreement.

Tax Treatment:  This option is a "non-qualified  option." You are not subject to
Federal income  taxation at the time of grant.  Upon exercise of a non-qualified
option,  the  difference  between the option  exercise price and the fair market
value of the common stock on the date of exercise  will be  considered  ordinary
income.

Registration  Resale:  The  Plan  is  presently  the  subject  of  an  effective
Registration Statement. While the Plan does not place restrictions on resales of
shares acquired  thereunder,  shares acquired by "affiliates" of Comdisco may be
subject to restrictions on resale imposed by the Securities Exchange Act of 1934
("Act").  Shares  acquired by  non-affiliates  will  generally not be subject to
restrictions on resale under the Act.

By your signature and Comdisco's  signature  below,  you and Comdisco agree that
these options are granted under and governed by the terms and  conditions of the
Plan and the Award Agreement,  all of which are attached and made a part of this
document.



--------------------------------------      ---------------------------------
Comdisco, Inc.                                       Date

--------------------------------------      ---------------------------------




<PAGE>


                                  Supplement 2
                                Change in Control

         This  Supplement  2 is attached  to and forms a part of the  employment
agreement (the  "Agreement")  between Norman P. Blake, Jr. (the "Executive") and
Comdisco,  Inc. (the  "Company")  dated  February 27, 2001.  The purpose of this
Supplement 2 is to set forth the  definition  of the term "Change in Control." A
"Change in Control" shall be deemed to have occurred if the conditions set forth
in any one of the following  paragraphs (i), (ii), (iii) or (iv) shall have been
satisfied:

         (i) any  person  (as  defined  in  Section  3(a)(9)  of the  Securities
Exchange  Act of 1934 (the "1934  Act"),  as such term is  modified  in Sections
13(d) and 14(d) of the 1934 Act),  other than (1) any employee plan  established
by the Company,  any Affiliate,  or any Subsidiary (2) the Company, an Affiliate
or Subsidiary,  (3) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (4) a corporation owned, directly or indirectly,
by stockholders of the Company in  substantially  the same  proportions as their
ownership of the Company, is or becomes the beneficial owner (within the meaning
of Rule  13d-3  promulgated  under the 1934 Act),  directly  or  indirectly,  of
securities of the Company (not including in the securities beneficially owned by
such person any securities acquired directly from the Company,  its Subsidiaries
or its  Affiliates)  representing  35% or more of  either  the then  outstanding
shares of Stock or the combined  voting power of the Company's then  outstanding
voting securities;

         (ii) a  majority  of  the  members  of  the  Board  shall  cease  to be
Continuing Members. For this purpose,  "Continuing Member" means a member of the
Board who  either (i) was a member of the Board on the  Employment  Commencement
Date, and has been such continuously  thereafter or (ii) became a member of such
Board after the  Employment  Commencement  Date and whose election or nomination
for  election was approved by a vote of at least  two-thirds  of the  Continuing
Members then  members of the  Company's  Board  (other than a  nomination  of an
individual whose initial membership on the Board is in connection with an actual
or threatened  election  contest  relating to the election of the members of the
Board,  as such terms are used in Rule 14a-11 of  Regulation  14A under the 1934
Act as in effect immediately prior to January 24, 2000);

         (iii) the stockholders of the Company approve a merger or consolidation
of  the  Company  with  any  other  corporation,  other  than  (1) a  merger  or
consolidation  which  would  result  in the  voting  securities  of the  Company
outstanding  immediately  prior  thereto  continuing  to  represent  (either  by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity or, if the  surviving  entity has a parent,  the  parent),  in
combination  with  the  ownership  of any  trustee  or other  fiduciary  holding
securities  under an employee  benefit  plan of the Company or any  Affiliate or
Subsidiary,  at least 75% of the combined voting power of the voting  securities
of the Company or such surviving entity or parent outstanding  immediately after
such  merger or  consolidation,  or (2) a merger or  consolidation  effected  to
implement a recapitalization of the Company (or similar transaction) in which no
person  (determined  pursuant to clause (i) above) is or becomes the  beneficial
owner,  directly or  indirectly,  of securities of the Company (not including in
the  securities  beneficially  owned  by such  person  any  securities  acquired
directly from the Company, its Subsidiaries or its Affiliates)  representing 35%
or more of either the then  outstanding  shares of Stock or the combined  voting
power of the Company's then outstanding voting securities; or

         (iv)  the  stockholders  of the  Company  approve  a plan  of  complete
liquidation  of the Company or an agreement for the sale or  disposition  by the
Company of all or substantially all of the Company's assets.

Notwithstanding  the  foregoing,  no Change in  Control  shall be deemed to have
occurred  if there is  consummated  any  transaction  or  series  of  integrated
transactions immediately following which the record holders of Stock immediately
prior  to  such   transaction  or  series  of  transactions   continue  to  have
substantially  the  same  proportionate   ownership  in  an  entity  which  owns
substantially  all of the  assets  of the  Company  immediately  prior  to  such
transaction or series of transactions. The Committee administering the Company's
stock  option  plan  may also  determine,  in its  discretion,  that a sale of a
substantial portion of the Company's assets or one of its businesses constitutes
a "Change of Control."



<PAGE>


                                  Supplement 3
                               Employee Agreement

     This  Supplement  3 is  attached  to and  forms  a part  of the  employment
agreement (the  "Agreement")  between Norman P. Blake, Jr. (the "Executive") and
Comdisco,  Inc. (the  "Company")  dated  February 27, 2001.  The purpose of this
Supplement 3 is to set forth the following "Employee Agreement."

                               EMPLOYEE AGREEMENT

         I am entering into an employment agreement with Comdisco dated February
27, 2001 (the  "Employment  Agreement").  As a condition  of entering  into such
Employment Agreement,  I have agreed to enter into this Employee Agreement,  and
therefore I agree as follows:

         1.  Background.  I  acknowledge  that  Comdisco's  Business (as defined
herein) is highly  competitive,  is marketed primarily to large and medium sized
companies  nationally  and  internationally,  involves  long "lead  times" often
exceeding  one  year  to  secure  initial   contracts,   and  requires  ongoing,
comprehensive customer support.

         2.  Definitions.  I understand that for purposes of this Agreement, the
following definitions will apply:

                  2.1  "Comdisco" will mean Comdisco, Inc. or the Comdisco, Inc.
subsidiary, division or affiliate by whom I am employed, now or in the future.

                  2.2  "Comdisco's  Business" shall mean (1) while I am employed
by  Comdisco,  any business in which  Comdisco  was engaged  during the two year
period  immediately  preceding that date  (including,  without  limitation,  any
business if Comdisco devoted  material  resources to entering into such business
during such two-year  period),  and (2) following the termination of my Comdisco
employment,  any  business in which  Comdisco  was engaged  during the  two-year
period  immediately   preceding  the  termination  of  my  Comdisco   employment
(including,  without  limitation,  any  business  if Comdisco  devoted  material
resources to entering into such business during such two-year period).

                  2.3  "Confidential  Information"  will mean all trade secrets,
know-how or other confidential information not known to the public at large that
I obtained from Comdisco, or that I learned, discovered,  developed,  conceived,
originated  or  prepared in the scope of my  Comdisco  employment.  Confidential
Information  includes,   but  is  not  limited  to,  information  and  materials
developed, collected or used by Comdisco personnel, and information disclosed to
Comdisco by Customers,  potential  Customers or third parties in the course of a
business   relationship   or  proposed   business   relationship.   Confidential
Information includes, but is not limited to, the following general categories:

(1) information  concerning  Comdisco's  operations,  organizational  structure,
methods, technology, procedures, finances, accounting and legal matters;

(2) information concerning Comdisco's sales activities and strategies, marketing
activities  and  strategies,   servicing  activities  and  strategies,   bidding
activities  and  strategies,  product  development  activities  and  strategies,
expansion/acquisition or  contraction/divestiture  plans,  reorganization plans,
and strategic business activities;

(3) information  concerning  Comdisco's past,  present and potential  Customers,
including the names, addresses,  telephone numbers and e-mail addresses of these
customers;  the identities of individuals  responsible  for buying  products and
services on behalf of these Customers;  the needs and buying tendencies of these
Customers;  contract  negotiations  between  Comdisco and these  Customers;  the
contents and  duration of contracts  and  agreement  between  Comdisco and these
Customers; financial and credit information concerning these Customers' business
operations; the identity, quantity and prices of products and services purchased
from Comdisco by these Customers;  and any confidential  information regarding a
Customer  that I have learned in the course of providing  services to and/or for
the Customer;

(4) vendor and supplier information,  including the names, addresses,  telephone
numbers and e-mail  addresses of Comdisco's  vendors and suppliers;  information
regarding  Comdisco's  relationship  with its  vendors and  suppliers;  contract
negotiations  between  Comdisco and its vendors and suppliers;  the contents and
duration  of  contracts  and  agreements  between  Comdisco  and its vendors and
suppliers;   financial  and  credit  information   concerning  its  vendors  and
suppliers;  and the  identity,  quantity  and prices of  products  and  services
purchased by Comdisco from its vendors and suppliers;

(5) information  regarding  Comdisco's  pricing  of  its products  and services,
including price lists, pricing policies and pricing strategies;

(6) employment and payroll data, including recruiting and succession plans; and

(7) other information that Comdisco tells me is to be kept confidential, or that
I should  reasonably  deem to be kept  confidential,  or that is  designated  as
Confidential Information on an Attachment hereto.

Confidential  Information may be contained on paper records,  computer printouts
or disks, or other forms of  documentation or media, but it need not necessarily
be  reduced  to a  tangible  form.  Confidential  Information  does not  include
information  that, now or in the future,  is available to the public (other than
through improper  disclosure by me or another person) or information  rightfully
acquired from a third party.

                  2.4  "Customer"  will mean any person,  firm or other business
entity which,  during the two year period immediately  preceding the termination
of my  Comdisco  employment,  (1) has  contracted  for any type of  services  or
equipment  from or  through  Comdisco  or (2)  has  contacted  Comdisco  or been
contacted by Comdisco with respect to the availability or offering of Comdisco's
services or equipment and has requested or received a detailed proposal or offer
from Comdisco,  or (3) was assigned to me, either  directly or  indirectly,  for
account   servicing  or   supervisory   responsibilities   (including,   without
limitation,  accounts where I participated  in sales calls or conference  calls,
and accounts for which I participated in sales strategy  sessions  regarding the
account,  whether  or not such  sessions  were  conducted  in  conjunction  with
representatives of the account).

         3.  Covenant  Not  to  Disclose  or  Use  Confidential  Information.  I
acknowledge  that I  have  access  to  Confidential  Information  that  must  be
maintained  in strict  confidence  in order for Comdisco to protect its business
and its  competitive  position  in the  marketplace.  I  acknowledge  that it is
difficult to ascertain how long Confidential  Information would remain useful to
Comdisco's  competitors and potential  competitors during my Comdisco employment
and  thereafter,  and that some  Confidential  Information  may remain useful to
Comdisco's competitors for periods of indefinite duration.  Therefore, during my
Comdisco employment and thereafter,  except as required in the performance of my
duties to Comdisco,  I will not directly or  indirectly  publish or disclose any
Confidential Information to any competitor or other person outside Comdisco, and
I will not remove from Comdisco  premises or use for my own benefit or otherwise
appropriate or copy any Confidential Information. This will apply whether or not
I developed the Confidential Information.

         4.       Covenant Not to Work for a Major Competitor.

                  4.1 Given the nature of Comdisco's  Business, I recognize that
engaging in employment or other work for a major  competitor  would  necessarily
and  inevitably  lead  to my  unauthorized  use or  disclosure  of  confidential
information.  Accordingly,  if I resign, or if Comdisco terminates my employment
due to poor job  performance  (as determined by Comdisco) or due to my criminal,
dishonest or improper behavior,  then I will not directly or indirectly work for
any major Comdisco  competitor in the Comdisco Business for a period of one year
after the  termination of my Comdisco  employment.  This will include work as an
employee, officer, director, owner, shareholder, partner, associate, consultant,
advisor,   contractor,   joint  venturer,   manager,  agent,  representative  or
salesperson. This will not apply to subsidiaries,  divisions or other units of a
major Comdisco competitor which are not involved in the Comdisco Business.

                  4.2 Upon termination of my Comdisco employment, at my request,
Comdisco will give me a list of its major competitors in the Comdisco  Business.
I acknowledge  that the major  competitors of Comdisco in the Comdisco  Business
currently include (without limitation) those listed on the Attachment(s) hereto.

                  4.3  I  understand  that  Comdisco  may,  in  its  discretion,
consider waiving this restriction  completely or in part in unusual  termination
situations.  I  recognize  that any  waiver  would be  based  on the  facts  and
circumstances  of the  termination,  and will not serve as a precedent for other
situations.

                  4.4  During  my  Comdisco  employment,   I  will  comply  with
Comdisco's  Conflicts of Interest  Policy,  as published in the Comdisco Code of
Conduct, and I will not engage in any business activity that is competitive with
Comdisco (unless agreed to by Comdisco in writing),  and I will not take part in
any activities which would be detrimental to Comdisco's interests.

         5.       Covenant Regarding Customers.

                  5.1 During my Comdisco employment and for a period of one year
after the termination of my Comdisco  employment for whatever reason, I will not
compete or  attempt to compete  with  Comdisco  for the sale or  procurement  of
services or equipment by or to any of the Comdisco  Customers  (or any person or
entity  affiliated with them) with whom I had contact during the two year period
preceding the termination of my Comdisco employment.  "Competing" includes,  but
is not limited to,  accepting  orders  from a Customer,  diverting a  Customer's
business from Comdisco,  disparaging  Comdisco or its employees with a Customer,
or otherwise  interfering  with Comdisco's  business with a Customer,  even if a
Customer initiates contact with me.

                  5.2 During my Comdisco employment and for a period of one year
after the termination of my Comdisco  employment for whatever reason, I will not
solicit or  contact,  directly or through  other  persons or  entities,  for the
purpose of competing with Comdisco's Business, any of the Comdisco Customers (or
any person or entity  affiliated  with them) with whom I had contact  during the
two year period preceding the termination of my Comdisco employment.

                  5.3 I acknowledge  that  Comdisco has a  protectible  business
interest in its relationships  with its Customers,  and in the continued loyalty
of its Customers.  I acknowledge  that Comdisco seeks to maintain and/or promote
its business with its Customers for an indefinite time period, even though there
are a number of  competitors  with which they could do business.  I  acknowledge
that I have had, and will have,  contact  with  Comdisco's  Customers  (and have
developed my knowledge  regarding their on-going business needs)  primarily,  if
not exclusively, as a result of my employment with Comdisco.

         6. Covenant Not to Solicit Employees. During my Comdisco employment and
for a period of one year after the  termination  of my Comdisco  employment  for
whatever reason, I will not (either directly or indirectly)  employ,  solicit or
endeavor to entice away from Comdisco  (whether for my own business or on behalf
of another  person or  entity)  any  persons  who are  either  employees  in the
Comdisco  Business  or who have been  employed  by  Comdisco  within a six month
period prior to my action.

         7.       Developments.

                  7.1 I agree that I will have no  proprietary  interest  in any
idea, invention, design, technical or business innovation,  computer program and
related documentation,  or any other work product developed,  conceived, or used
by me, in whole or in part, that arises out of my employment  with Comdisco,  or
that are  otherwise  made  through the use of  Comdisco's  time,  facilities  or
materials  (all  collectively  called  "Developments").  I acknowledge  that all
Developments are and will be the sole property of Comdisco, and that Comdisco is
not required to designate me as the author thereof. I will promptly disclose all
Developments to my manager,  and will at Comdisco's request and expense,  do all
things that may be necessary and appropriate to establish or document Comdisco's
ownership of the Developments  (including,  but not limited to, the execution of
the appropriate copyright or patent applications or assignments).

                  7.2 I  have  identified  at  the  end of  this  Agreement  all
inventions and other intellectual  property in which I claim any right, title or
interest  and which were made or  conceived  solely or jointly by me, or written
wholly or in part by me, but that have been neither  published  nor filed in any
patent or copyright  office.  If none are indicated,  then I agree that I do not
have any to identify. (Note: It is in your interest to establish that any of the
above were made, conceived or written before the commencement of your employment
by Comdisco.  You should not disclose them in detail,  but identify them only by
titles and dates of documents  describing them. If you wish to interest Comdisco
in any of them, you may contact your department  head, who will provide you with
instructions for submitting them to Comdisco.)

         8.       Remedies

                  8.1 I acknowledge  that Comdisco has expended and continues to
expend  substantial  time,  money and  effort to: (1)  develop  proprietary  and
commercially  valuable  Confidential  Information and  Developments;  (2) locate
Customers and to establish and maintain  long term and near  permanent  business
relationships with them; and (3) recruit, train and compensate its work force. I
understand  that it would be  extremely  difficult  to measure the damages  that
might  result  from any  breach by me of this  Agreement,  and that a breach may
cause  irreparable  injury to Comdisco  that could not be  compensated  by money
damages. I agree that my commitments in this Agreement are supported by adequate
consideration from Comdisco. Accordingly, Comdisco will be entitled, in addition
to any other rights and remedies it may have, to specific  performance  and to a
court order  (without  the posting of any bond)  prohibiting  me (and any others
involved) from breaching this Agreement. I consent to the jurisdiction and venue
of any state or federal  court located in Illinois for any suit  involving  this
Agreement.

                  8.2 If a court  decides that I have  violated any provision of
this Agreement,  then I agree to pay any reasonable court costs, attorneys' fees
or litigation  expenses  incurred by Comdisco in enforcing this Agreement.  If I
violate paragraphs 4, 5 or 6 of this Agreement,  then the violated  paragraph(s)
will remain in force for one year after the  violation  ends. I understand  that
this Agreement  will be construed and enforced in accordance  with Illinois law,
without  regard to its conflicts of law rules.  If a court decides that any part
of this Agreement is not  enforceable,  then the rest of this Agreement will not
be affected.  If a court  decides that any part of this  Agreement is too broad,
then the court may limit that part and enforce it as limited.

         9.   Business   Opportunities.   I   acknowledge   that  the  foregoing
restrictions will not unreasonably  prevent me from obtaining gainful employment
in my occupation or field of expertise,  or otherwise cause me undue hardship. I
agree  that there are  numerous  other  employment  and  business  opportunities
available to me in the  geographic  area  reasonably  near my place of residence
that  are  not  affected  by  these  restrictions.   I  acknowledge  that  these
restrictions do not disproportionately  benefit Comdisco, and are reasonable and
necessary in order to protect  Comdisco's  legitimate  interests.  I acknowledge
that Comdisco will rely on these restrictions now and in the future in assigning
duties and  responsibilities  to me. I agree to make this Agreement known to any
prospective  employers  before  accepting new employment,  and I understand that
Comdisco may make this Agreement  known to such  prospective  employers or other
persons.

         10.      Confidential Information of Third Parties.

                  10.1 I confirm that I will not disclose to Comdisco, or use in
Comdisco's  Business,  or cause or induce others to use in Comdisco's  Business,
any information or materials that are confidential to any third party (including
any of my prior  employers  and/or their  customers)  and that Comdisco does not
otherwise have the right to use. Without  limiting the foregoing,  I have signed
an agreement with  _________________________________________ (a current or prior
employer) relating to confidential information.  I (can/cannot) furnish Comdisco
with a copy of this agreement.

                  10.2 I will  comply,  and do all  things  necessary  to permit
Comdisco to comply, with the laws and regulations of all governments under which
Comdisco does business,  and with the provisions of contracts  between  Comdisco
and any such government or its contractors,  or between Comdisco and any private
contractors,  that  relate  to  intellectual  property  or the  safeguarding  of
information, including the signing of any confidentiality agreements required in
connection with the performance of my duties during my employment with Comdisco.

         11.  Non-Violation of Other  Restrictive  Covenants.  I confirm that my
employment with Comdisco does not and will not violate any restrictive  covenant
or similar contractual provision (including, but not limited to, non-competition
or  non-solicitation  obligations) that I may have agreed to or am bound by with
any prior  employer  or other  third  party.  I confirm  that I have  never been
employed by or worked for SunGard Data Systems Inc. or any related entity.

         12.      Duties Upon Termination of Employment.

                  12.1 I acknowledge  that my  termination  of  employment  with
Comdisco shall be governed by the provisions of the Employment Agreement.

                  12.2 Upon the termination of my Comdisco employment (or at any
other  time if so  requested),  I agree to  promptly  deliver  to  Comdisco  all
"Comdisco  Materials",  which  include all assets,  files,  documents,  business
records, notes, designs, data, software, manuals, equipment, keys, credit cards,
passwords,  lists of Customers, and any other Comdisco-owned items of any nature
(regardless of the medium in which they are contained and regardless of how they
entered  my  possession  or  control)  that  are in my  possession  or  control,
including materials that contain or are derived from Confidential Information or
Developments.  I will retain no copies,  excerpts or  summaries  of any Comdisco
Materials,  nor will I make arrangements to place any Comdisco  Materials in the
possession or control of another person or entity in advance of my termination.

                  12.3 I understand that my responsibilities  regarding Comdisco
Materials  include an obligation to avoid  undertaking or causing any "clean-up"
activities that might result in the loss of information of value to Comdisco.  I
agree that I will not, in connection  with or anticipation of the termination of
my Comdisco employment, throw out any documents or other Comdisco Materials, nor
will I attempt  to delete,  purge or clean out  software  files,  e-mails or any
other intangible items on computer that I utilize in connection with my work for
Comdisco.

         13.  Miscellaneous.  (13.1) By signing this  Agreement  and  performing
services for Comdisco, I will not, to the best of my knowledge, be violating any
other contract, agreement or understanding to which I am a party. (13.2) Nothing
in this Agreement will be deemed to create,  either expressly or by implication,
a contract of employment for a specific  period of time.  (13.3) This Agreement,
together with the  Employment  Agreement  (including  the  supplements  thereto)
represents my entire understanding with Comdisco on the subjects covered herein,
and supersedes  any prior  understandings  or agreements.  This Agreement may be
changed  only  by  a  written   agreement  signed  by  an  authorized   Comdisco
representative  and me in  accordance  with the amendment  procedures  under the
Employment  Agreement.  (13.4) This  Agreement  will benefit any  successors  or
assigns  of  Comdisco,  and will bind my heirs,  estate and  personal  and legal
representatives.  This  Agreement  is  personal  to me and I may not  assign it.
(13.5) If Comdisco waives my breach of this Agreement,  this will not constitute
a waiver of any subsequent breaches.  Any Comdisco waiver must be in writing and
signed by an authorized Comdisco representative.

                  I ACKNOWLEDGE THAT I HAVE READ THIS AGREEMENT IN ITS ENTIRETY.
I UNDERSTAND THAT THIS AGREEMENT IS LEGALLY  ENFORCEABLE.  I ACKNOWLEDGE  THAT I
HAVE HAD THE  OPPORTUNITY  TO CONFER  WITH ANYONE OF MY CHOICE  CONCERNING  THIS
AGREEMENT.  BY SIGNING  BELOW,  I ACKNOWLEDGE  THAT I AM ENTERING THIS AGREEMENT
VOLUNTARILY AND INTEND TO BE BOUND BY IT.


EMPLOYEE'S SIGNATURE:______________________________________________

EMPLOYEE'S NAME: Norman P. Blake, Jr.

DATE SIGNED: February 27, 2001