Exhibit 4.1

                             COMPUCOM SYSTEMS, INC.

            SECOND AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN


         The  following  constitute  the  provisions  of the Second  Amended and
Restated Employee Stock Purchase Plan of CompuCom Systems, Inc.

         1.  Purpose.  The  purpose of the Plan is to provide  Employees  of the
Company and its Subsidiaries with an opportunity to purchase Common Stock of the
Company  through  accumulated  payroll  deductions.  It is the  intention of the
Company to have the Plan  qualify as an  "Employee  Stock  Purchase  Plan" under
Section 423 of the Code (as defined below).  The provisions of the Plan shall be
construed  accordingly,  so as to  extend  and limit  participation  in a manner
consistent with the requirements of that Section of the Code.

         2.    Definitions.

                  (a) "Act" shall mean the  Securities  Exchange Act of 1934, as
         amended.

                  (b) "Board" shall mean the Board of Directors of the Company.

                  (c) "Code"  shall mean the Internal  Revenue Code of 1986,  as
         amended.

                  (d) "Common Stock" shall mean the common stock, $.01 par value
         per share, of the Company.

                  (e) "Committee" shall mean the committee appointed pursuant to
         Paragraph 11.

                  (f) "Company"  shall mean CompuCom  Systems,  Inc., a Delaware
         corporation, or any successor which adopts this Plan.

                  (g)  "Compensation"  shall  mean  total  compensation,   i.e.,
         including  base  pay  or  regular  straight-time   earnings,   bonuses,
         commissions,  and overtime, but excluding any imputed benefits, expense
         reimbursements,  or other  similar  items.  Compensation  in  excess of
         $75,000 per Offering Period will be disregarded.

                  (h) "Continuous  Status as an Employee" shall mean the absence
         of  any   interruption  or  termination  of  service  as  an  Employee.
         Continuous Status as an Employee shall not be considered interrupted in
         the case of a leave of absence that meets the requirements of Paragraph
         9(b).

                  (i) "Designated Subsidiary" shall mean any Subsidiary that has
         adopted the Plan in accordance with Paragraph 29.


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                  (j)  "Eligible  Employee"  shall have the  meaning  defined in
         Paragraph 3(a).

                  (k)  "Employee"  shall mean any person,  including an officer,
         who is customarily employed for at least 20 hours per week and for more
         than five months in the  calendar  year by an Employer  and whose wages
         are subject to withholding for purposes of federal income taxes.

                  (l)  "Employer"  shall  mean  the  Company  and  each  of  its
         Designated Subsidiaries.

                  (m)  "Enrollment  Date"  shall  mean  the  first  day of  each
         Offering Period.

                  (n)  "Exercise  Date" shall mean the last day of each Offering
         Period.

                  (o)  "Exercise  Price"  shall  have the  meaning as defined in
         Paragraph 6(b).

                  (p) "Offering  Period" shall mean that period to be determined
         by the Committee  beginning on the date Eligible  Employees are offered
         the opportunity to purchase Shares hereunder. The first Offering Period
         shall begin on July 1, 1998 and shall end on December 31,  1998.  Until
         changed by the  Committee  in its sole and absolute  discretion,  a new
         Offering Period shall begin on the first day of each six calendar month
         period  beginning  on each  January  1 and July 1 of a  calendar  year,
         starting  with  January 1,  1999,  and shall end on the end of such six
         month period.

                  (q)  "Participant"  shall mean an  Eligible  Employee  who has
         elected  to  participate  herein  by  authorizing   payroll  deductions
         pursuant to Paragraph 4.

                  (r)  "Payroll  Deduction  Account"  shall  mean  the  separate
         account  maintained  hereunder to record the amount of a  Participant's
         Compensation that has been withheld pursuant to Paragraph 5.

                  (s)  "Plan"  shall  mean the  CompuCom  Systems,  Inc.  Second
         Amended and Restated Employee Stock Purchase Plan.

                  (t) "Share" shall mean a share of Common Stock.

                  (u) "Subscription Agreement" shall have the meaning as defined
         in Paragraph 4(a).

                  (v)  "Subsidiary"  shall  mean  a  corporation,   domestic  or
         foreign, of which at the time of the granting of the option pursuant to
         Paragraph  6, not less than 50% of the total  combined  voting power of
         all classes of stock are held by the Company or a  Subsidiary,  whether
         or not  such  corporation  now  exists  or is  hereafter  organized  or
         acquired by the Company or a Subsidiary.


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         3.       Eligibility.

                  (a) General Rule. Any Employee on an Enrollment  Date shall be
         eligible to participate as an "Eligible  Employee"  during the Offering
         Period beginning on such Enrollment  Date,  subject to the requirements
         of Paragraph 4(a) and the limitations  imposed by Section 423(b) of the
         Code.

                  (b)  Exceptions.  Any  provisions  of the Plan to the contrary
         notwithstanding, no Employee shall be an Eligible Employee if:

                        (i) Immediately  after the grant,  such Employee (or any
                  other person whose stock would be  attributed to such Employee
                  pursuant  to  Section  424(d)  of the  Code)  would  own stock
                  (including for purposes of this Paragraph 3(b) any stock he or
                  she holds  outstanding  options to purchase)  possessing 5% or
                  more of the  total  combined  voting  power  or  value  of all
                  classes of stock of the Company or of any Subsidiary  computed
                  in accordance with Section 423(b)(3) of the Code; or

                       (ii) Such option  would permit such  Employee's  right to
                  purchase   stock  under  all  employee  stock  purchase  plans
                  (described  in Section 423 of the Code) of the Company and its
                  Subsidiaries  to accrue at a rate which exceeds $25,000 of the
                  fair market value of such stock  (determined  at the time such
                  option is granted) for each calendar year in which such option
                  is outstanding at any time, in accordance  with the provisions
                  of Section 423(b)(8) of the Code.

         4.       Participation.

                  (a) An Eligible  Employee may become a Participant in the Plan
         by completing a Subscription  Agreement authorizing payroll deductions,
         in a form  substantially  similar to  Exhibit A  attached  to this Plan
         ("Subscription  Agreement"),  and  filing it with the  Company's  Human
         Resources Department prior to the applicable  Enrollment Date, unless a
         later  time  for  filing  the  Subscription  Agreement  is  set  by the
         Committee for all Eligible  Employees  with respect to a given Offering
         Period.

                  (b) Payroll  deductions for a Participant  shall commence with
         the first payroll  following the  Enrollment  Date and shall end on the
         last  payroll in the  Offering  Period to which such  authorization  is
         applicable,  unless sooner terminated by the Participant as provided in
         Paragraph 9.

                  (c) An Eligible  Employee  may waive his right to  participate
         for any Offering Period by declining to authorize a payroll  deduction.
         Such declination shall result in the Employee's waiver of participation
         for  only  the  Offering  Period  to  which  it  relates  and  shall be
         irrevocable with respect to such Offering  Period.  Except as otherwise
         provided in this Paragraph, an Employee's waiver of participation for a
         specified Offering Period shall not, in and of itself, adversely impact

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         the  right of such  Employee  to  participate  in the Plan  during  any
         subsequent Offering Periods.

         5.       Payroll Deductions.

                  (a) At the time a  Participant  files his or her  Subscription
         Agreement,  such Participant shall elect to have payroll deductions (in
         whole percentage  increments) made on each pay date during the Offering
         Period  in an  amount  of not  less  than 1% nor  more  than 10% of the
         Compensation  which he or she  receives  on each pay  date  during  the
         Offering Period.

                  (b) All  payroll  deductions  made by a  Participant  shall be
         credited to his or her Payroll  Deduction  Account  under the Plan.  No
         interest  shall  accrue on the payroll  deductions  in a  Participant's
         Payroll Deduction Account in the Plan.

                  (c) No changes in the rate of payroll  deductions other than a
         withdrawal pursuant to Paragraph 9 are permitted.

         6.       Grant of Option.

                  (a) On the Enrollment  Date of each Offering Period during the
         term of the Plan each  Participant  in such  Offering  Period  shall be
         granted an option to purchase up to a number of whole Shares determined
         by dividing ten percent (10%) of the Participant's  Compensation by the
         Exercise Price; provided, however, that the number of shares subject to
         such option shall be reduced, if necessary, to a number of shares which
         would  not  exceed  the  limitations  described  in  Paragraph  3(b) or
         Paragraph  10(a)  hereof.  The fair  market  value of a Share  shall be
         determined as provided in Paragraph 6(b).

                  (b) The "Exercise Price" per Share offered in a given Offering
         Period shall be determined by the Committee, but shall not be less than
         the  lower  of:  (i) 85% of the  fair  market  value  of a Share on the
         Enrollment Date, or (ii) 85% of the fair market value of a Share on the
         Exercise  Date.  The fair market value of a Share on a given date shall
         be the  closing  price  of  such  Share  as  reported  by the  National
         Association of Securities Dealers,  Incorporated  Automated Quotations,
         Incorporated  ("Nasdaq")  National  Market  System or  reported on such
         other  national  exchange as it may, from time to time, be reported on,
         on such date (or if there shall be no trading on such date, then on the
         first previous date on which there is such trading),  unless the Shares
         cease to be traded on a national  exchange.  If the Shares  cease to be
         traded on a national exchange, fair market value shall be determined by
         the Committee in its discretion consistent with Section 423 of the Code
         or the regulations thereunder.

                  (c) All  grants  made  hereunder  shall be deemed to have been
         made on the applicable Enrollment Date.


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         7.  Exercise of Option.  The  Participant's  option for the purchase of
Shares will be exercised  automatically  on the Exercise  Date of each  Offering
Period,  and the  maximum  number  of  shares  subject  to such  option  will be
purchased for such Participant at the applicable Exercise Price with the payroll
deductions accumulated in his or her Payroll Deduction Account,  unless prior to
such Exercise Date the  Participant  has withdrawn  from the Offering  Period as
provided in Paragraph 9. During a Participant's  lifetime a Participant's option
to purchase shares hereunder is exercisable only by such Participant.

         8.  Delivery.  As soon as  practicable  after the  Exercise  Date,  the
Committee shall arrange the delivery to each Participant, or to his account at a
brokerage firm, of a certificate representing the shares purchased upon exercise
of his or her option.

         9. Withdrawal; Termination of Employment.

                  (a) A Participant  may withdraw all, but not less than all, of
         the payroll deductions credited to his or her Payroll Deduction Account
         and not yet used  toward the  exercise  of his or her option  under the
         Plan at any time by giving  written  notice to the  Committee on a form
         substantially  similar to Exhibit B attached  to this Plan.  All of the
         Participant's  payroll  deductions  credited  to  his  or  her  Payroll
         Deduction  Account that have not yet been used to purchase  Shares will
         be paid to such Participant as soon as practicable after receipt of his
         or her notice of withdrawal.  A withdrawal of a  Participant's  Payroll
         Deduction Account shall terminate the  Participant's  participation for
         the Offering Period in which the withdrawal  occurs. No further payroll
         deductions  for the purchase of shares will be made during the Offering
         Period.

                  (b) Upon termination of the Participant's Continuous Status as
         an Employee of the Company for any reason,  he or she will be deemed to
         have  elected  to  withdraw  from the Plan and the  payroll  deductions
         credited to his or her Payroll  Deduction  Account  will be returned to
         such  Participant  and his or her option  will be  canceled;  provided,
         however,  a  Participant  who  goes  on a leave  of  absence  shall  be
         permitted  to remain in the Plan with  respect  to an  Offering  Period
         which  commenced  prior to the  beginning of such leave of absence.  If
         such Participant is not guaranteed  reemployment by contract or statute
         and the leave of absence  exceeds 90 days,  such  Participant  shall be
         deemed to have  terminated  employment on the 91st day of such leave of
         absence.  Payroll  deductions for a Participant who has been on a leave
         of  absence  will  resume  upon  return  to work at the same rate as in
         effect  prior to such leave  unless the leave of absence  begins in one
         Offering period and ends in a subsequent Offering Period, in which case
         the Participant shall not be permitted to re-enter the Plan until a new
         Subscription  Agreement  is filed with  respect to an  Offering  Period
         which  commences  after such  Participant has returned to work from the
         leave of absence.

                  (c) A  Participant's  withdrawal from one Offering Period will
         not have any effect upon his or her  eligibility  to  participate  in a
         different Offering Period or in any similar plan which may hereafter be
         adopted by the Company.


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         10.      Shares.

                  (a) The maximum number of Shares which shall be made available
         for  sale  under  the  Plan  shall  be  4,000,000  Shares,  subject  to
         adjustment upon changes in capitalization of the Company as provided in
         Paragraph 16. Either  authorized  and unissued  Shares or issued Shares
         heretofore or hereafter  reacquired by the Employer may be made subject
         to purchase under the Plan, in the sole and absolute  discretion of the
         Committee.  Further, if for any reason any purchase of any Shares under
         the Plan is not consummated,  Shares subject to such purchase agreement
         may be subjected to a new Subscription Agreement under the Plan. If, on
         the Exercise  Date,  the number of Shares with respect to which options
         are to be exercised  exceeds the number of Shares then available  under
         the Plan,  the Company  shall make a pro rata  allocation of the shares
         remaining  available  for  purchase  in as uniform a manner as shall be
         practicable and as it shall  determine to be equitable.  In such event,
         the Company shall give written  notice of such  reduction of the Shares
         which  each  Employee  shall be allowed  to  purchase.  Notwithstanding
         anything to the contrary herein,  the Company shall not be obligated to
         issue Shares  hereunder  if, in the opinion of counsel for the Company,
         such  issuance  would  constitute  a  violation  of  Federal  or  state
         securities laws.

                  (b) The  Participant  will have no interest or voting right in
         Shares  covered  by  his or her  option  until  such  option  has  been
         exercised  and the  Shares  have  been  issued  or  transferred  to the
         Participant.

                  (c) Shares to be  delivered  to a  Participant  under the Plan
         will be  registered  in the name of the  Participant  or,  at the prior
         written request of the Participant, in the names of the Participant and
         his or her spouse.


         11.  Administration.  The Plan  shall be  administered  by a  Committee
appointed by the Board. Such Committee shall have all powers with respect to the
Plan,  except for amending or terminating  the Plan as set forth in Paragraph 17
hereof.

                  (a)  Each  member  of the  Committee  shall  serve  until  his
         successor is  appointed.  Any member of the Committee may be removed at
         any time by the Board,  with or  without  cause,  which  shall have the
         power to fill any  vacancy  which may  occur.  A  Committee  member may
         resign by giving 30 days written notice to the Company.

                  (b)  The  members  of  the   Committee   shall  serve  without
         compensation  for  services  as such,  but the  Company  shall  pay all
         expenses of the Committee.

                  (c) The Committee shall have the following powers and duties:

                           (1) To  direct  the  administration  of the  Plan  in
                  accordance with the provisions herein set forth;

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                           (2) To  adopt  rules  of  procedure  and  regulations
                  necessary  for the  administration  of the Plan  provided  the
                  rules are not inconsistent with the terms of the Plan;

                           (3) To determine all questions  with regard to rights
                  of Employees and Participants under the Plan,  including,  but
                  not limited to, the  eligibility of an Employee to participate
                  in the Plan;

                           (4) To  enforce  the  terms of the Plan and the rules
                  and regulations it adopts;

                           (5)  To  direct  the   distribution   of  the  Shares
                  purchased hereunder;

                           (6) To furnish the Employer  with  information  which
                  the Employer may require for tax or other purposes;

                           (7) To engage the  service of  counsel  (who may,  if
                  appropriate,  be counsel for an  Employer)  and agents whom it
                  may deem  advisable to assist it with the  performance  of its
                  duties;

                           (8)  To  prescribe   procedures  to  be  followed  by
                  Participants in electing to participate herein;

                           (9) To receive from each Employer and from  Employees
                  such   information  as  shall  be  necessary  for  the  proper
                  administration of the Plan;

                           (10) To maintain, or cause to be maintained, separate
                  accounts  in the  name  of each  Participant  to  reflect  the
                  Participant's Payroll Deduction Account under the Plan; and

                           (11) To interpret and construe the Plan.

         12.      Designation of Beneficiary.

                  (a)  A  Participant  may  file  a  written  designation  of  a
         beneficiary (as indicated in the  Subscription  Agreement or otherwise)
         who is to  receive  any  Shares  under  the  Plan in the  event of such
         Participant's  death subsequent to the Exercise Date on which an option
         is exercised but prior to the issuance of such shares.  In addition,  a
         Participant  may file a written  designation of a beneficiary who is to
         receive any cash from the Participant's Payroll Deduction Account under
         the Plan in the event of such Participant's death prior to the Exercise
         Date of the option.


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                  (b) Such  designation  of  beneficiary  may be  changed by the
         Participant at any time by written notice. In the event of the death of
         a Participant  and in the absence of a beneficiary  validly  designated
         under the Plan, the Committee  shall deliver such shares and/or cash to
         the executor or administrator  of the estate of the Participant,  or if
         no such executor or administrator  has been appointed (to the knowledge
         of the Company or Committee),  the Committee,  in its  discretion,  may
         deliver  such  shares  and/or  cash to the spouse or to any one or more
         dependents or relatives of the Participant,  or if no spouse, dependent
         or relative is known to the Committee, then to such other person as the
         Committee may designate.

         13.   Transferability.   Neither   payroll   deductions   credited   to
Participant's  Payroll  Deduction  Account  nor any  rights  with  regard to the
exercise  of an  option  to  receive  Shares  under  the Plan  may be  assigned,
transferred,  pledged or  otherwise  disposed of in any way (other than by will,
the laws of descent and  distribution  or as provided in Paragraph 12 hereof) by
the  Participant.  Any such  attempt at  assignment,  transfer,  pledge or other
disposition  shall be without  effect,  except that the Committee may treat such
act as an election to withdraw funds in accordance with Paragraph 9.

         14.  Use of  Funds.  All  payroll  deductions  received  or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

         15. Reports.  Individual  Payroll Deduction Accounts will be maintained
for each Participant in the Plan.  Statements of Payroll  Deduction Account will
be given to Participants as soon as practicable following an Exercise Date, such
statements  will set forth the  amounts  of  payroll  deductions,  the per share
purchase price,  the number of shares  purchased and the remaining cash balance,
if any.

         16. Adjustments Upon Changes in Capitalization. If an option under this
Plan is  exercised  subsequent  to any stock split,  spinoff,  recapitalization,
reorganization,  reclassification, merger, consolidation, exchange of shares, or
the like occurring after such option was granted, as a result of which shares of
any class of stock  shall be issued in respect  of the  outstanding  shares,  or
shares shall be changed into a different  number of the same or another class or
classes,  the number of Shares to which such option shall be applicable  and the
option price for such Shares shall be appropriately adjusted by the Company. Any
such  adjustment,  however,  in the Shares shall be made  without  change in the
total price  applicable to the portion of the Shares  purchased  hereunder which
has  not  been  fully  paid  for,  but  with  a  corresponding   adjustment,  if
appropriate, in the price for the Shares.

         In the event of the proposed  dissolution or liquidation of the Company
or upon a proposed reorganization,  merger, or consolidation of the Company with
one or more  corporations  as a result of which the Company is not the surviving
corporation,  or upon a proposed  sale of  substantially  all of the property or
stock of the Company to another corporation,  the Offering Period will terminate
immediately prior to the consummation of such proposed action,  unless otherwise
provided by the Board, and the holder of each option then outstanding  under the
Plan will  thereafter be entitled to receive,  upon the exercise of such option,

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as nearly as reasonably may be determined, the cash, securities, and/or property
which a holder of one Share was entitled to receive upon and at the time of such
transaction  for each Share to which such option shall be  exercised.  The Board
shall take such steps in connection  with such  transactions  as the Board shall
deem necessary to assure that the provisions of this Paragraph shall  thereafter
be applicable,  as nearly as reasonably  may be  determined,  in relation to the
said cash,  securities,  and/or  property as to which such holder of such option
might thereafter be entitled to receive.

         17.  Amendment  or  Termination.  The Board may at any time and for any
reason terminate or amend the Plan. Except as specifically provided in the Plan,
no such  termination  can affect options  previously  granted,  provided that an
Offering Period may be terminated by the Board on any Exercise Date if the Board
determines  that the  termination  of the Plan is in the  best  interest  of the
Company and its stockholders.  Except as specifically provided in the Plan or as
required to obtain a favorable  ruling from the Internal  Revenue  Service or to
comply  with tax or  securities  law,  no  amendment  may make any change in any
option   theretofore   granted  which  adversely   affects  the  rights  of  any
Participant.  To the extent necessary to comply with Rule 16b-3 under the Act or
Section  423 of the  Code  (or any  successor  rule or  provision  or any  other
applicable law or regulation),  the Company shall obtain stockholder approval in
such manner and to such a degree as required.

         18. Notices.  All notices or other  communications  by a Participant to
the Company or Committee under or in connection with the Plan shall be deemed to
have been duly given when received in the form specified by the Committee at the
location, or by the person, designated by the Committee for the receipt thereof.

         19. Stockholder Approval.  Commencement of the Plan shall be subject to
approval by the stockholders of the Company within 12 months before or after the
date the Plan is adopted. Notwithstanding any provision to the contrary, failure
to obtain such  stockholder  approval shall void the Plan,  any options  granted
under the Plan, any Share purchases  pursuant to the Plan, and all rights of all
Participants.

         20. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option  unless the  exercise of such option and the  issuance  and
delivery of such  Shares  pursuant  thereto  shall  comply  with all  applicable
provisions  of law,  domestic or foreign,  including,  without  limitation,  the
Securities  Act of  1933,  as  amended,  the  Act,  the  rules  and  regulations
promulgated  thereunder,  and the  requirements of any stock exchange upon which
the Shares may then be listed,  and shall be further  subject to the approval of
counsel for the Company with respect to such compliance.

         As a condition  to the  exercise of an option,  the Company may require
the person  exercising  such option to represent  and warrant at the time of any
such  exercise  that the  Shares are being  purchased  only for  investment  and
without  any present  intention  to sell or  distribute,  such shares if, in the
opinion of counsel for the Company,  such a representation is required by any of
the aforementioned applicable provisions of law.

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<PAGE>

         Effective  with the  Offering  Period  beginning  on July 1, 2002,  the
immediately  preceding  paragraph  shall be deleted in its entirety and replaced
with the following:

         "As a  condition  to the  exercise  of an option,  the  Company may (i)
require  the person  exercising  such  option to agree not to sell,  transfer or
otherwise alienate the Shares acquired as a result of the exercise of the option
under this Plan for a period not  exceeding  ninety (90) days from the  Exercise
Date,  and (ii)  require  the person  exercising  such option to  represent  and
warrant at the time of any such  exercise  that the  Shares are being  purchased
only for  investment  and without any present  intention to sell or  distribute,
such shares if, in the opinion of counsel for the Company, such a representation
is required by any of the aforementioned applicable provisions of law."

         21. Term of Plan.  The Plan shall become  effective upon the earlier to
occur of its  adoption by the Board or its approval by the  stockholders  of the
Company as described in Paragraph 19. It shall  continue in effect for a term of
ten years unless sooner terminated under Paragraph 17.

         22.  No  Rights  Implied.   Nothing  contained  in  this  Plan  or  any
modification  or  amendment  to the  Plan  or in  the  creation  of any  Payroll
Deduction Account,  or the execution of any participation  election form, or the
issuance of any Shares,  shall give any  Employee  or  Participant  any right to
continue  employment,  any legal or  equitable  right  against  the  Employer or
Company or any officer,  director, or Employee of an Employer or Company, except
as expressly provided by the Plan.

         23. Severability.  In the event any provision of the Plan shall be held
to be illegal or invalid for any reason,  the illegality or invalidity shall not
affect the remaining  provisions of the Plan,  but shall be fully  severable and
the Plan shall be construed and enforced as if the illegal or invalid  provision
had never been included herein.

         24. Waiver of Notice.  Any person entitled to notice under the Plan may
waive the notice.

         25. Successors and Assigns.  The Plan shall be binding upon all persons
entitled to purchase Shares under the Plan,  their respective  heirs,  legatees,
and legal representatives upon the Employer, its successors and assigns.

         26.  Headings.  The titles and headings of the  Paragraphs are included
for  convenience of reference only and are not to be considered in  construction
of the provisions hereof.

         27. Governing Law. All questions arising with respect to the provisions
of this Plan  shall be  determined  by  application  of the laws of the State of
Texas  except to the  extent  Texas law is  preempted  by Federal  statute.  The
obligation of the Employer to sell and deliver  Shares under the Plan is subject
to applicable laws and to the approval of any governmental authority required in
connection with the authorization, issuance, sale or delivery of such Shares.

         28. No Liability for Good Faith Determinations.  Neither the members of
the Board nor any member of the Committee (nor their  delegates) shall be liable
for any act, omission, or determination taken or made in good faith with respect
to the Plan or any right to purchase Shares granted under it, and members of the
Board  and  the   Committee   (and  their   delegates)   shall  be  entitled  to
indemnification  and reimbursement by the Company in respect of any claim, loss,
damage, or expense  (including  attorneys' fees, the costs of settling any suit,
provided such  settlement is approved by independent  legal counsel  selected by
the Company,  and amounts paid in satisfaction of a judgment,  except a judgment
based on a finding of bad faith) arising  therefrom to the full extent permitted
by law and under any  directors  and  officers  liability  or similar  insurance
coverage that may from time to time be in effect.


                                       10
<PAGE>


         29.  Participating  Employers.  This Plan shall constitute the employee
stock purchase plan of the Company and each Designated Subsidiary.  A Designated
Subsidiary  may adopt and  participate  in this  Plan  beginning  as of the next
Enrollment   Date,   provided  the  Board  has  consented  to  such   Designated
Subsidiary's  participation.  A Designated Subsidiary may withdraw from the Plan
as of any Enrollment Date by giving written notice to the Board, and such notice
must be received by the Board at least 30 days prior to such Enrollment Date.

         30. No Guarantee of Interests or Tax  Treatment.  Neither the Committee
nor the Company  guarantees the Common Stock from loss or depreciation.  Neither
the  Committee  nor the  Company  guarantees  favorable  tax  treatment  for the
purchase of Shares hereunder.

         31. Payment of Expenses.  All expenses incident to the  administration,
termination, or protection of the Plan, including, but not limited to, legal and
accounting fees, shall be paid by the Company.


         IN WITNESS  WHEREOF,  this Second  Amended and Restated  Employee Stock
Purchase Plan has been executed effective this _____ day of June, 2002.


                                            CompuCom Systems, Inc.


ATTEST:                                     By:
                                               ---------------------------------
                                               Its
--------------------------------                  ------------------------------
Secretary




                                       11
<PAGE>

                                    EXHIBIT A

                             COMPUCOM SYSTEMS, INC.
            SECOND AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT

         I, , have read the  attached  prospectus  explanation  of the  CompuCom
Systems,  Inc.  Second  Amended and Restated  Employee  Stock Purchase Plan (the
"Plan"). I have decided to participate. I wish to purchase that number of shares
of CompuCom  Systems,  Inc. Common Stock, $.01 par value (the "Shares") that can
be purchased with ______% of my Compensation  (1) (select the percentage of your
compensation from 1 to 10, in increments of 1, that you elect to contribute).

         In order to pay for the  Shares  that I have  elected  to  purchase,  I
hereby authorize my Employer to deduct the percentage of my Compensation  that I
specified above from my pay each pay period while this election is in effect.

         I understand that said payroll  deductions shall be accumulated for the
purchase of the Shares at the applicable purchase price determined in accordance
with the Plan. I further  understand that,  except as otherwise set forth in the
Plan,  Shares will be purchased for me automatically on the Exercise Date of the
Offering  Period  unless I otherwise  withdraw  from the Offering  Period or the
Plan.

         I have  received a copy of the  CompuCom  Systems,  Inc.'s  most recent
prospectus that describes the Plan and a copy of the complete Plan. I understand
that my participation in the Plan is in all respects subject to the terms of the
Plan.

         I hereby agree to be bound by the terms of the Plan. The  effectiveness
of this  Subscription  Agreement is dependent upon my eligibility to participate
in the Plan.

         Beneficiary  Designation.  In the event of my death, I hereby designate
the  following as my  beneficiary  to receive all payments and Shares due me and
not yet paid or issued under the Plan, pursuant to Paragraph 12 of the Plan:

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

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


Name and Address of Participant:

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

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

Signature:
____________________________________        Date:______________________________


____________________________
         (1) Please refer to the Plan document for  definitions  of  capitalized
words that are not defined in this Subscription Agreement.

<PAGE>


                                    EXHIBIT B

                             COMPUCOM SYSTEMS, INC.
            SECOND AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
                              NOTICE OF WITHDRAWAL


The undersigned  Participant(1)  in the Offering Period of the CompuCom Systems,
Inc. Second Amended and Restated Employee Stock Purchase Plan (the "Plan") which
began on  _____________  (the  "Enrollment  Date") hereby notifies the Committee
that effective on the later of  ______________  (the  "Withdrawal  Date") or the
date  this form is  received  by the  Committee,  he or she  withdraws  from the
Offering Period.

The undersigned hereby directs  CompuCom Systems, Inc. to pay
to the undersigned as promptly as possible following the Withdrawal Date all the
payroll  deductions made to his or her Payroll Deduction Account with respect
to  such  Offering  Period.  The  undersigned  understands  and  agrees  that if
withdrawing from the Offering Period no further payroll  deductions will be made
for the purchase of shares in such Offering Period.

Name and Address of Participant:

__________________________________
__________________________________
__________________________________


Signature:____________________________________


Date:
      ----------------------------------------



___________________________
         (1) Please refer to the Plan document for  definitions  of  capitalized
words that are not defined in this Notice of Withdrawal.