AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

         This  AMENDED  AND  RESTATED  EXECUTIVE   EMPLOYMENT   AGREEMENT  (this
"Agreement")  is made as of March 29,  2000 by and  between  Donald  C.  Welchko
("Executive") and ANICOM, INC., a Delaware corporation (the "Company").

                              PRELIMINARY RECITALS

         WHEREAS,  the  Company  is  engaged  in the  business  of  selling  and
distributing  communication  related  wire,  cable,  fiber  optics and  computer
network and connectivity products (the "Business").

         WHEREAS,  Executive is currently  employed by the Company as the Senior
Executive Vice President and Chief Financial Officer of the Company, pursuant to
that certain Amended and Restated Executive Employment Agreement, dated November
30, 1998,  by and between the Company and  Executive  (the  "Current  Employment
Agreement").

         WHEREAS,  Executive has extensive knowledge and a unique  understanding
of the operation of the Business.

         WHEREAS,  the Company  and  Executive  desire to  continue  Executive's
employment  relationship  with the  Company in his current  positions  as Senior
Executive Vice President and Chief  Financial  Officer,  all under the terms and
conditions set forth herein.

         WHEREAS,  the  parties  hereto  desire to amend and restate the Current
Employment Agreement in the form of this Agreement.

         NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and Executive agree as follows:

1.  Employment  of  Executive.  The  Company  hereby  employs  Executive  as the
Company's  Senior  Executive Vice  President and Chief  Financial  Officer,  and
Executive  hereby accepts such employment and agrees to act as Senior  Executive
Vice  President and Chief  Financial  Officer of the Company,  all in accordance
with the terms and conditions of this Agreement.


2.  Term of  Employment.  Subject  to the  termination  provisions  set forth in
Section 8 below,  Executive's  employment under this Agreement shall commence on
the date of this  Agreement  and shall  continue  for a period of five (5) years
(the "Employment  Period"),  subject to the termination  provisions set forth in
Section 8. If, at least one hundred and eighty (180) days before the  expiration
of any Employment  Period, the Company gives Executive a written offer to extend
the Employment  Period for a subsequent term of at least two (2) years following
the end of such  Employment  Period  on  substantially  the  same  terms  and on
economic  terms not less  favorable to Executive than those set forth herein and
Executive  does not accept such offer in writing  within  thirty (30) days after
delivery of such offer,  then the  expiration  of such  Employment  Period shall
constitute  termination  without Good Reason by  Executive  for purposes of this
Agreement.  If, at least one hundred and eighty  (180)days before the expiration
of any Employment Period, the Company does not give Executive a written offer to
extend the  Employment  Period for a  subsequent  term of at least two (2) years
following the end of such Employment  Period on substantially the same terms and
on economic  terms not less  favorable to Executive than those set forth herein,
then the expiration of such Employment  Period shall  constitute  termination by
the Company without Cause for purposes of this Agreement.

3.  Offices and  Duties.  Subject to Section 8,  during the  Employment  Period,
Executive  will  perform  such duties as the Board of  Directors  of the Company
("Board") may prescribe from time to time,  consistent with Executive's  titles.
Executive agrees that during the Employment Period, he will devote substantially
all of his  business  time and  attention  to  fulfilling  his duties under this
Agreement.  Notwithstanding  the  foregoing,  nothing  in this  Agreement  shall
preclude  Employee  from devoting  reasonable  periods of time and effort to (i)
charitable,  community and personal activities,  (ii) management of his personal
investment  assets, and (iii) with the approval of the Board of Directors of the
Company,  serving  as a  director  or  advisor  of any  other  business  entity;
provided,  however,  that in each case,  such activity does not interfere in any
material respect with the performance by Employee of his duties  hereunder,  and
does not violate Section 6 hereof.

4. Board Representation. As of the date hereof, Executive is a member of Class I
of the  Board,  the  term of  which  runs  until  the  2000  annual  meeting  of
stockholders.   During  the  Employment  Period,  the  Company  shall  recommend
Executive for nomination by the Board for election at the 2000 annual meeting of
stockholders  and each  subsequent  annual  meeting of  stockholders  during the
Employment Period at which his term on the Board would otherwise expire.

5.       Compensation.
         ------------

                  5.1 Base Salary.  During the  Employment  Period,  the Company
         will pay  Executive  a base  salary  (the "Base  Salary")  at a rate of
         $230,000 per annum , payable in accordance  with the  Company's  normal
         payroll practices for executive officers. The Compensation Committee of
         the Board ("Compensation  Committee") shall perform an annual review of
         Executive's Base Salary based on Executive's  performance of his duties
         and the Company's normal practice for executive salary review; provided
         that,  in no event shall  Executive's  Base Salary for any year be less
         than $230,000. The first annual review of Executive's Base Salary shall
         occur no later than August 31,  2000,  and any  increase in Base Salary
         awarded  during that annual  review  shall be  effective  July 1, 2000.
         Subsequent  annual  reviews  shall be completed  within sixty (60) days
         after the end of the  Company's  fiscal year and any  increases in Base
         Salary shall be effective January 1 and paid retroactive to that date.

                  5.2 Bonus Payments.  Executive shall be eligible to receive an
         annual bonus ("Bonus  Payments"),  in an amount to be determined by the
         Compensation Committee, in its sole discretion,  based upon Executive's
         and  the  Company's  performance  and  the  achievement  of  goals  and
         objectives  approved by the  Compensation  Committee.  The  performance
         criteria  to be used  with  respect  to the  calendar  year  ending  on
         December 31, 2000 is attached  hereto as Exhibit A (the "2000 Matrix"),
         and the criteria for the Bonus  Payments for which  Executive  shall be
         eligible in future years shall be on  substantially  the same terms and
         on no less  favorable  economic  terms than would be received using the
         2000 Matrix.  Bonus  payments  shall be made to Executive  within sixty
         (60)  days  after the end of the  Company's  fiscal  year.  Performance
         criteria for  subsequent  fiscal years will be  determined on or before
         the later of the sixtieth day after the end of the previous fiscal year
         or thirty days after a reasonable  proposal is presented by  management
         with respect thereto.

                  5.3 Stock Options.  Executive  shall be eligible to receive an
         annual grant of options to purchase the Company's  common stock,  in an
         amount to be  determined  by the  Compensation  Committee,  in its sole
         discretion,  based upon  Executive's and the Company's  performance and
         the  achievement of goals and objectives  approved by the  Compensation
         Committee.  Stock  options  shall be awarded to Executive  within sixty
         days  after  the  end of the  Company's  fiscal  year or  prior  to the
         Company's annual earnings release, whichever occurs first.

                  5.4 Automobile  Allowance.  During the Employment  Period, the
         Company shall provide Executive with a monthly automobile  allowance of
         $1,180 (the "Automobile Allowance").

                  5.5  Transaction  Bonus.  If a Change in Control occurs within
         the five (5) year period  commencing on the date of this Agreement (the
         "Scheduled  Term"), the Company (or its successor or assigns) shall pay
         to Executive a  transaction  bonus of $750,000,  payable in cash within
         fifteen (15) business days  following the effective  date of the Change
         in Control,  regardless of whether  Executive  remains  employed by the
         Company  as of such  effective  date or any time  prior  thereto.  This
         provision shall survive any termination of this Agreement.

                  5.6 Benefits.  Executive  will be entitled to  participate  in
         group life and  medical  insurance  plans,  profit-sharing  and similar
         plans, and other "fringe  benefits" which are currently  offered or may
         be offered in the future by the Company (collectively,  "Benefits"),  a
         summary  description  of  which  is  attached  here  to as  Exhibit  B,
         comparable  to those made  available by the Company to its other senior
         executive employees, in accordance with the terms of such plans.

                  5.7 Debt Forgiveness. So long as Executive remains employed by
         the  Company,  20% of the  original  principal  amount  of  Executive's
         current  indebtedness  to the Company of $35,000,  plus all accrued but
         unpaid  interest  thereon will be forgiven by the Company as of April 1
         of each year.

                  5.8 Vacation. Executive shall be entitled to take a minimum of
         four (4) weeks of  vacation,  with  pay,  during  each full or  partial
         calendar  year during the  Employment  Period,  unless  Company  policy
         provides  for  more  vacation.   Vacation   allowances   shall  not  be
         accumulated from year to year.

                  5.9 Withholding.  All compensation  payable to Executive under
         this  Agreement  is stated in gross  amount  and will be subject to all
         applicable withholding taxes, other normal payroll deductions,  and any
         other amounts required by law to be withheld.

                  5.10 Expenses.  The Company,  in accordance  with its policies
         and past  practices,  will pay or reimburse  Executive for all expenses
         (including travel and entertainment  expenses)  reasonably  incurred by
         Executive   during  the  Employment   Period  in  connection  with  the
         performance  of  Executive's  duties under this  Agreement,  so long as
         Executive provides the Company reasonable  documentation or evidence of
         the expenses for which Executive seeks reimbursement.

6.       Covenant Not to Compete.
         -----------------------

                  6.1   Executive's   Acknowledgment.   Executive   agrees   and
         acknowledges  that in order to assure the  Company  that it will retain
         its value and that of the Business as a going concern,  it is necessary
         that  Executive  undertake not to utilize his special  knowledge of the
         Business and his relationships  with customers and suppliers to compete
         with the Company. Executive further acknowledges that:

(a)      the Company is currently engaged in the Business;

(b)      Executive  has  occupied a position  of trust and  confidence  with the
         Company  prior  to the date of this  Agreement  and  will  continue  to
         acquire an  intimate  knowledge  of all  proprietary  and  confidential
         information concerning the Business;

(c)      the agreements and covenants  contained in this Section 6 are essential
         to protect the Company and the goodwill of the Business;

(d)      the Company would be  irreparably  damaged if Executive were to provide
         services to any person or entity in violation of the provisions of this
         Agreement;

(e)      the scope and  duration of the  Restrictive  Covenants  are  reasonably
         designed to protect a  protectible  interest of the Company and are not
         excessive in light of the circumstances; and

(f)      Executive has a means to support himself and his dependents  other than
         by engaging in the Business, or a business similar to the Business, and
         the provisions of this Section 6 will not impair such ability.

         6.2 Non-Compete. The "Restricted Period" for purposes of this Agreement
         shall  commence on the date of this  Agreement and shall continue until
         the  later  of  April  1,  2005  or the  one  year  anniversary  of the
         termination of this Agreement; provided that, if Executive's employment
         with the Company is  terminated  by Executive for Good Reason or by the
         Company  without  Cause,  or by  Executive  without  Good Reason  after
         January 1, 2002 or upon a Change in Control, then the payments to which
         Executive  is  entitled  under  Section 9.1 or 9.2, as the case may be,
         shall continue to be paid to Executive during the Restricted  Period in
         consideration  for the  survival of the  Restricted  Period  beyond the
         Effective  Date.  Following  a  Change  in  Control,  at the end of the
         Restricted  Period the Company may extend the Restricted  Period for up
         to 24 additional months by continuing to pay Executive  one-half of his
         most  recent Base  Salary.  Executive  hereby  agrees that at all times
         during  the  Restricted  Period,   Executive  shall  not,  directly  or
         indirectly,  as executive,  agent, consultant,  stockholder,  director,
         co-partner or in any other individual or representative  capacity, own,
         operate,  manage,  control,  engage in, invest in or participate in any
         manner in, act as a  consultant  or advisor  to,  render  services  for
         (alone or in association with any person, firm, corporation or entity),
         or  otherwise  assist  any  person or entity  that  engages in or owns,
         invests in,  operates,  manages or controls  any venture or  enterprise
         that  directly  or  indirectly  engages  or  proposes  to engage in the
         Business   anywhere   within   the  United   States  and  Canada   (the
         "Territory").

                  6.3  Non-Solicitation.  Without limiting the generality of the
         provisions of Section 6.2 above,  Executive hereby agrees that,  during
         the  Restricted  Period,  Executive  will not,  directly or indirectly,
         solicit, or participate as executive,  agent, consultant,  stockholder,
         director, partner or in any other individual or representative capacity
         in any business  which  solicits,  business from any Person which is or
         was a customer or vendor of the Business during the Restricted  Period,
         or from any  successor in interest to any such Person,  for the purpose
         of  marketing,  selling or  providing  any such Person any  services or
         products  offered by or available from the Company,  or encouraging any
         such  Person  to  terminate   or  otherwise   alter  his,  her  or  its
         relationship with the Company.

                  6.4  Interference  with  Employee  Relationships.  During  the
         Restricted  Period,  Executive  shall not,  directly or indirectly,  as
         executive, agent, consultant,  stockholder,  director, co-partner or in
         any other  individual  or  representative  capacity,  without the prior
         written  consent of the Company,  employ or engage,  recruit or solicit
         for employment or engagement, any individual who is employed or engaged
         by the  Company at that time,  or has been  employed  or engaged by the
         Company during the six (6) months prior  thereto,  or otherwise seek to
         influence or alter any such individual's relationship with the Company.

                  6.5 Blue-Pencil.  If any court of competent jurisdiction shall
         at any  time  deem  the  term  of  this  Agreement  or  any  particular
         Restrictive  Covenant too lengthy or the Territory too  extensive,  the
         other  provisions of this Section 6 shall  nevertheless  stand, and the
         Restricted Period shall be deemed to be the longest period  permissible
         by law under the  circumstances  and the  Territory  shall be deemed to
         comprise   the  largest   territory   permissible   by  law  under  the
         circumstances.  The  court in each case  shall  reduce  the  Restricted
         Period and/or the Territory to permissible duration or size.

                  6.6  Investment  Exception.   Notwithstanding  the  foregoing,
         nothing  contained  in this  Section 6 shall be  construed  to  prevent
         Executive  from  investing  in the stock of any  competing  corporation
         listed   on  a   national   securities   exchange   or  traded  in  the
         over-the-counter  market,  but only if Executive is not involved in the
         business of said  corporation  and if Executive and his  associates (as
         such  term  is  defined  in  Regulation  14(A)  promulgated  under  the
         Securities  Exchange  Act of 1934,  as in effect  on the date  hereof),
         collectively,  do not own more than an aggregate of two percent (2%) of
         the stock of such corporation.

7. Confidential  Information.  During the term of this Agreement and thereafter,
Executive shall keep secret and retain in strictest  confidence,  and shall not,
without the prior written  consent of the Company,  furnish,  make  available or
disclose  to any Person or use for the  benefit of  himself or any  Person,  any
Confidential Information, except to the extent reasonably necessary to carry out
Executive's duties and responsibilities to the Company or to the extent required
by  law  or to  comply  with  the  lawful  subpoena  of  any  administrative  or
governmental  body,  in which case  Executive  shall give prompt  notice of such
subpoena to Company. As used in this Section 7, "Confidential Information" shall
mean any  information  relating  to the  Business  or  affairs  of the  Company,
including  but not  limited to  information  relating to  financial  statements,
business plans,  forecasts,  purchasing plans,  customer  identities,  potential
customers,   employees,   suppliers,   equipment,   programs,   strategies   and
information,  analyses,  profit margins or other proprietary information used by
the Company in connection with the Business of the Company;  provided,  however,
that Confidential  Information shall not include any information which is in the
public  domain or becomes  known in the industry  through no wrongful act on the
part of Executive.  Executive acknowledges that the Confidential  Information is
vital, sensitive, confidential and proprietary to the Company.

8.       Termination.
         -----------

                  8.1  Without  Cause.  The Company  may  terminate  Executive's
         employment  hereunder at any time, without Cause (as defined in Section
         10),  upon not less than ninety (90) days written  notice to Executive.
         Upon notice of such termination  from the Company,  the Company may (i)
         require  Executive  to continue to perform his duties  hereunder on the
         Company's  behalf  during  such  notice  period,  (ii)  limit or impose
         reasonable  restrictions on Executive's  activities  during such notice
         period as it deems  necessary,  or (iii)  choose  any date  within  the
         notice  period  as  the  effective  date  of  Executive's  termination,
         provided,  however,  that the Company will continue to pay  Executive's
         Base Salary during such notice period.

                  8.2  For  Cause.   The  Company  may   terminate   Executive's
         employment  hereunder  at any time for Cause by  providing to Executive
         written notice of termination  stating the grounds for  termination for
         Cause and such termination shall take effect immediately upon notice of
         termination.  The  decision to  terminate  Executive's  employment  for
         Cause,  to take other  action or to take no action in  response to such
         occurrence shall be in the sole and exclusive discretion of the Board.

                  8.3 By  Executive.  Executive  may  terminate  his  employment
         hereunder  at any time,  with or without  Good  Reason  (as  defined in
         Section  10),  upon not less than ninety (90) days notice  (thirty (30)
         days notice if Executive  terminates  following a Change in Control) to
         the  Company.  Upon  notice of such  termination  from  Executive,  the
         Company  may (i)  require  Executive  to continue to perform his duties
         hereunder on the Company's behalf during such notice period, (ii) limit
         or impose reasonable restrictions on Executive's activities during such
         notice period as it deems necessary, or (iii) accept Executive's notice
         of termination as Executive's resignation from the Company (including a
         resignation  from any  position as director of the Company) at any time
         during such notice period. If the Company at any time during the notice
         period  chooses  to  accept   Executive's   notice  of  termination  as
         Executive's  resignation  from the Company,  then the effective date of
         such  termination  shall be the date as of which  such  resignation  is
         accepted,  provided,  however,  that the Company  will  continue to pay
         Executive's Base Salary during such notice period.

                  8.4 Death or Disability.  The Employment Period will terminate
         immediately upon the death or Disability of Executive.



<PAGE>


                  8.5 Salary and Benefit Accruals.  Following the effective date
         of termination  by Executive  without Good Reason or by the Company for
         Cause,   Executive   will  not  be  entitled  to  receive  any  further
         compensation  (whether in the form of Base Salary,  Bonus Payments,  or
         Benefits or otherwise)  other than those  payments set forth in Section
         9.2 below and  accrued but unpaid  Base  Salary  through the  Effective
         Date.  Upon  termination by the Company  without Cause,  termination by
         Executive  for Good  Reason,  death or  Disability,  Executive  (or his
         estate)  will be  entitled  to receive  (i) all accrued but unpaid Base
         Salary through the Effective  Date,  (ii) Bonus Payment for the year in
         which such  termination  occurs,  determined by  multiplying  the prior
         year's Bonus Payment by a fraction  equal to the number of days elapsed
         in the current  year through the  effective  date of  termination  (the
         "Effective  Date")  divided  by 365,  and  (iii)  any  amounts  payable
         pursuant to Section 9.1 below, but all other obligations of the Company
         to pay Executive any further compensation,  whether in the form of Base
         Salary,  Bonus  Payments,  or Benefits (other than death and Disability
         benefits, if any) or otherwise, will terminate.

9.       Additional Obligations Upon Termination.
         ---------------------------------------

                  9.1 Termination Without Cause. If Executive's  employment with
         the Company is terminated at any time during the Employment  Period (i)
         by the Company without Cause, or (ii) by Executive for Good Reason,  or
         (iii) due to the death or Disability of Executive,  then in addition to
         the  amounts  payable in  accordance  with  Section  8.5 above,  and in
         consideration for the Restrictive Covenants,  the Company shall pay and
         provide to Executive the following:

                          (a) Within thirty (30) days after the Effective  Date,
                 the Company  shall pay to Executive  or his estate,  a lump sum
                 cash payment, in an amount equal to the Termination Payment;

                          (b) for  the  remainder  of the  Scheduled  Term,  (i)
                 Executive and his  dependents  shall  continue to be covered by
                 all survivor rights, insurance and benefit programs in type and
                 amount at least  equivalent  to those  provided  to him and his
                 dependents  by the Company  immediately  prior to the Effective
                 Date,  and (ii)  Executive  shall  continue to receive from the
                 Company  the  Automobile  Allowance  set forth in  Section  5.4
                 above;

                           (c) any stock  options  then held by Executive or his
                  permitted assignees shall immediately vest as of the Effective
                  Date; and

                          (d) the Company,  at its sole  expense,  shall provide
                 Executive  with  outplacement  services  consistent  with those
                 services  customarily  provided  by the  Company  to its senior
                 executive employees.

                 9.2      Termination by Executive.

                           (a)  If,  in the  absence  of a  Change  in  Control,
                  Executive  terminates  without  Good Reason  after  January 1,
                  2002,  then,  in   consideration   for  the  survival  of  the
                  Restricted  Period beyond the  Effective  Date, in addition to
                  the amounts payable in accordance with Section 8.5 above,  the
                  Company  shall pay and  provide  to  Executive:  (i) an annual
                  amount  during  the  balance  of the  Scheduled  Term equal to
                  one-half of Executive's highest total compensation (consisting
                  of Base Salary and Bonus Payment) in any of the five (5) years
                  prior to the year in which the Effective Date occurs,  payable
                  in accordance with the Company's normal payroll practices, and
                  (ii) all Benefits  specified  under Section 9.1(b) above.  For
                  purposes of providing Executive Benefits under Section 9.1(b),
                  Benefits  shall be equivalent  to those  provided to Executive
                  and his dependents  immediately  prior to the Effective  Date;
                  provided  that,  if  participation  in any one or more of such
                  arrangements  is not  possible  under the terms  thereof,  the
                  Company will provide substantially  identical Benefits outside
                  of the programs and cost of this coverage shall be paid by the
                  Company.

                           (b) If, after the twelve (12) month period  following
                  a Change in Control,  Executive terminates his employment with
                  the  Company  without  Good  Reason,  then in  addition to the
                  amounts payable in accordance  with Section 8.5 above,  within
                  five (5) business days after the Effective  Date,  the Company
                  shall  pay and  provide  to  Executive:  (i) a lump  sum  cash
                  payment,  in an amount  equal to (x)  one-half of  Executive's
                  highest  total  compensation  (consisting  of Base  Salary and
                  Bonus  Payment) in any of the five (5) years prior to the year
                  in which the  Effective  Date  occurs,  multiplied  by (y) the
                  number of years  remaining in the Scheduled Term, and (ii) all
                  Benefits  specified under Sections  9.1(b),  9.1(c) and 9.1(d)
                  above.  For purposes of  providing  Executive  Benefits  under
                  Section 9.1(b), Benefits shall be equivalent to those provided
                  to  Executive  and his  dependents  immediately  prior  to the
                  Change in Control;  provided that, if participation in any one
                  or more of such  arrangements  is not possible under the terms
                  thereof,  the Company  will  provide  substantially  identical
                  Benefits  outside of the  programs  and cost of this  coverage
                  shall be paid by the Company.

                  9.3 No Mitigation. Executive shall not be required to mitigate
         damages or the amount of any  payment  provided  for or  referred to in
         this Section 9 by seeking other employment or otherwise,  nor shall the
         amount of any payment  provided for or referred to in this Section 9 be
         reduced by any  compensation  earned by the  Executive as the result of
         employment by another employer after the termination of the Executive's
         employment, or otherwise.

                  9.4 Release.  As a condition to  Executive's  right to receive
         any severance  payments and Benefits made hereto in this Section 9, the
         Company  shall  require that (i)  Executive  execute and deliver to the
         Company a general release, whereby Executive shall release the Company,
         its successor, assigns, officers, directors and agents from any and all
         claims,  liabilities and obligations relating to or arising out of this
         Agreement or any  employment-related  claims Executive may have after a
         Change in Control,  including  but not limited to claims  brought under
         the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991,
         the Age  Discrimination  in  Employment  Act, the  Employee  Retirement
         Income  Security Act, the Americans  with  Disabilities  Act, any other
         federal,  state or local laws regarding  employment  discrimination  or
         termination  of employment  and the common law of any state relating to
         employment  contracts,  wrongful  discharge,  defamation,  or any other
         matter  arising  under common law, and (ii)  Executive  shall not be in
         breach of any Restrictive Covenant.

                  9.5 Termination in Anticipation of a Change in Control. If the
         Company  terminates  Executive's  employment  without  Cause during the
         period  commencing  six (6) months  prior to the  earlier of (i) public
         announcement  by the  Company  of a  Change  in  Control,  or (ii)  the
         execution  by the Company of a  definitive  agreement  with regard to a
         Change in Control, and ending on (and including) the date of the Change
         in Control,  such termination  shall be regarded as a termination after
         such  Change in  Control  for  purposes  of this  Agreement,  including
         without limitation, for purposes of Sections 5.5 and 9.

10.      Definitions.  As used in this Agreement:

         "Affiliate"   means   any   individual,    corporation,    partnership,
association,  joint-stock company,  trust,  unincorporated  association or other
entity (other than the Company) that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, the
Company  including,  without  limitation,  any member of an affiliated  group of
which the Company is a common parent  corporation as provided in Section 1504 of
the Code.

         "Anixter  Family" means Alan B. Anixter,  William R. Anixter,  Scott C.
Anixter,  their  spouses,  heirs and any group  (within  the  meaning of Section
13(d)(3) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act")),  of which any of the  foregoing  persons  is a member  for  purposes  of
acquiring,  holding  or  disposing  of  securities  of the  Company,  any  trust
established  by or for the benefit of any of the  foregoing and any other entity
controlled by or for the benefit of any of the foregoing.

         "Cause"  means  (a) an act of fraud or  dishonesty  by  Executive  that
results in material  gain or personal  enrichment  of Executive at the Company's
expense, (b) Executive's conviction of a felony-class crime (other than relating
to the operation of a motor  vehicle),  (c) any material  breach by Executive of
any  provision  of this  Agreement  that,  if  curable,  has not  been  cured by
Executive  within thirty days of written notice of such breach from the Company,
(d) Executive willfully engaging in gross misconduct materially injurious to the
Company that, if curable,  has not been cured by Executive within thirty days of
written  notice  specifying  the alleged  willful gross  misconduct and material
injury,  or (e) any intentional act or gross negligence on the part of Executive
that has a material,  detrimental  effect on the  reputation  or Business of the
Company.  The decision to terminate  Executive's  employment for Cause,  to take
other action or to take no action in response to such occurrence shall be in the
sole and exclusive discretion of the Board.

         "Change in Control" means the happening of any of the following events:


<PAGE>


(a)      An acquisition by any  individual,  entity or group (within the meaning
         of Section  13(d)(3) or 14(d)(2) of the Exchange Act) of the beneficial
         ownership  (within  the  meaning  of Rule 13d-3  promulgated  under the
         Exchange Act) of twenty  percent  (20%) or more of the combined  voting
         power of the then outstanding voting securities of the Company entitled
         to vote  generally  in the  election  of  directors  (the  "Outstanding
         Company Voting Securities");  provided,  however,  that for purposes of
         this subsection (a), the following  acquisitions shall not constitute a
         Change in Control: (A) any acquisition by the Company or by an employee
         benefit plan (or related trust)  sponsored or maintained by the Company
         or an  Affiliate,  (B) any  acquisition  by a member or  members of the
         Anixter Family, (C) any acquisition by a lender to the Company pursuant
         to a debt  restructuring  of the Company,  (D) any  acquisition  by, or
         consummation  of a  Corporate  Transaction  with  an  Affiliate,  (E) a
         Non-Control  Transaction,  or (F) an  acquisition  by a  Person  of the
         beneficial  ownership of twenty  percent  (20%) or more,  but less than
         fifty  percent  (50%)  of  the  combined   voting  power  of  the  then
         Outstanding Company Voting Securities unless Executive's  employment is
         terminated  by the  Company  without  Cause  or by  Executive  for Good
         Reason, within twenty-four (24) months following such acquisition;

(b)      A change in the composition of the Board such that the individuals who,
         as of the date  hereof,  constitute  the  Board  (such  Board  shall be
         hereinafter  referred to as the "Incumbent Board") cease for any reason
         to constitute at least a majority of the Board; provided,  however, for
         purposes  of this  Section  10(b),  that any  individual  who becomes a
         member of the Board  subsequent to the date hereof whose  election,  or
         nomination for election by the Company's stockholders,  was approved by
         a vote of at least a majority of those  individuals  who are members of
         the Board and who were also members of the  Incumbent  Board (or deemed
         to be such  pursuant to this  provision)  shall be considered as though
         such individual were a member of the Incumbent  Board;  but,  provided,
         further,  that any such individual  whose initial  assumption of office
         occurs as a result of either an actual or threatened  election  contest
         (as such terms are used in Rule 14a-11 of  Regulation  14A  promulgated
         under the Exchange Act) or other actual or threatened  solicitation  of
         proxies or  consents  by or on behalf of a Person  other than the Board
         shall not be so considered as a member of the Incumbent Board;

(c)      Consummation of a  reorganization,  merger or  consolidation or sale or
         other  disposition  of all or  substantially  all of the  assets of the
         Company (a "Corporate Transaction"), in each case, unless the Corporate
         Transaction is a Non-Control Transaction; or

(d)      Approval by  stockholders  of the Company of a complete  liquidation or
         dissolution of the Company.

         "Disability"  will be deemed to have  occurred  whenever  Executive has
suffered physical or mental illness, injury, or infirmity that renders Executive
unable to perform the essential  functions of his job with or without reasonable
accommodation,  except that,  prior to Change in Control,  said Disability shall
not be grounds for  termination  of this Agreement in violation of the Americans
with  Disabilities  Act,  Family Medical Leave Act or any other state or federal
law governing the obligations of employers to persons having a disability.

         "Good  Reason" means the  occurrence  of any of the  following  events,
unless (i) such event occurs with  Executive's  express prior  written  consent,
(ii) the event is an isolated, insubstantial or inadvertent action or failure to
act which was not in bad faith and which is  remedied  by the  Company  promptly
after receipt of notice thereof given by Executive, or (iii) the event occurs in
connection with termination of Executive's  employment for Cause,  Disability or
death:

(a)      the  assignment to Executive by the Company of any duties which are, in
         any material respect,  inconsistent with, a diminution of or an adverse
         change in Executive's position, duty, title, office,  responsibility or
         status with the Company,  including  without  limitation,  any material
         diminution of Executive's position or responsibility in the decision or
         management  processes  of the  Company,  reporting  relationships,  job
         description,  duties,  responsibilities,  or any  removal of  Executive
         from, or any failure to reelect  Executive to, such position or failure
         of Executive to be reelected to the Board of Directors;

(b)      a reduction by the Company in  Executive's  rate of Base Salary then in
         effect during the Employment Period;

(c)      any failure to either  continue in effect any  material  Benefits or to
         substitute and continue other plans, policies, programs or arrangements
         providing Executive with substantially  similar Benefits, or the taking
         of  any  action  which  would   substantially   and  adversely   affect
         Executive's  participation in or materially reduce Executive's Benefits
         or compensation;

(d)      any  failure by any  successor  or  assignee of the Company to continue
         this Agreement in full force and effect or any breach of this Agreement
         by the Company (or any  successor or assignee of the  Company),  unless
         such  breach is cured  within  thirty  (30) days of  receiving  written
         notice of the breach from Executive; or

(e)      following a Change in Control,  the relocation of the executive offices
         of the  Company to a  location  that is more than fifty (50) miles from
         the executive  offices of the Company as of the effective  date of such
         Change in Control.

         "Non-Control  Transaction" means a Corporate Transaction as a result of
which  the  Outstanding  Company  Voting  Securities  immediately  prior to such
Corporate  Transaction  would entitle the holders thereof  immediately  prior to
such Corporate Transaction to exercise,  directly or indirectly, more than fifty
percent (50%) of the combined voting power of all of the shares of capital stock
entitled to vote generally in election of directors of the corporation resulting
from such Corporate  Transaction  immediately  after such Corporate  Transaction
(including,  without  limitation,  a  corporation  which  as a  result  of  such
transaction owns the Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries).

         "Person"  means any  individual,  corporation,  trust,  proprietorship,
association, governmental body, agency or subdivision or other entity.

         "Termination  Payment"  means  an  amount  equal to (i)  two-thirds  of
Executive's  highest  total  compensation  (consisting  of Base Salary and Bonus
Payment)  in any of the five(5)  years prior to the year in which the  Effective
Date  occurs,  multiplied  by (ii)  the  number  of years  or  portions  thereof
remaining in the Scheduled Term.

11. Remedies.  Executive acknowledges and agrees that the covenants set forth in
Sections 6 and 7 of this Agreement  (collectively,  the "Restrictive Covenants")
are  reasonable  and  necessary for the  protection  of the  Company's  business
interests,  that  irreparable  injury will  result to the  Company if  Executive
breaches any of the terms of the Restrictive Covenants, and that in the event of
Executive's actual or threatened breach of any such Restrictive  Covenants,  the
Company will have no adequate remedy at law.  Executive  accordingly agrees that
in the event of any actual or threatened breach by him of any of the Restrictive
Covenants,  the Company shall be entitled to immediate temporary  injunctive and
other equitable relief, without bond and without the necessity of showing actual
monetary  damages,  subject to hearing as soon  thereafter as possible.  Nothing
contained herein shall be construed as prohibiting the Company from pursuing any
other remedies available to it for such breach or threatened  breach,  including
the recovery of any damages which it is able to prove.

12.      Miscellaneous.
         -------------
(a)      Notices.  All  notices  and other  communication  between  the  parties
         pursuant to this  Agreement must be in writing and will be deemed given
         when delivered in person,  one (1) business day after being  dispatched
         by  a  nationally  recognized  overnight  courier  service,  three  (3)
         business  days after being  deposited in the U.S.  Mail,  registered or
         certified  mail,  return receipt  requested,  or when sent by facsimile
         (with receipt  acknowledged  and a copy sent for next day delivery by a
         nationally recognized overnight courier service), to the Company at the
         address or  facsimile  number of its  principal  office in the Chicago,
         Illinois metropolitan area and to Executive (or his representatives) at
         his address or facsimile as shown on the Company's  records.  Executive
         (or his representatives) may change his address or facsimile number for
         notice purposes by delivering  notice to the Company in accordance with
         this  Section  12(a).  All notices  sent to the  Company  shall also be
         delivered to Katten Muchin Zavis,  525 West Monroe Street,  Suite 1600,
         Chicago,  Illinois  60661-3693,   Attention:  Jeffrey  R.  Patt,  Esq.,
         Facsimile No.: 312-902-1061.

(b)      Governing  Law. This  Agreement  will be subject to and governed by the
         laws  of the  State  of  Illinois,  without  regard  to  principles  of
         conflicts of laws.

(c)      Binding  Effect.  This  Agreement will be binding upon and inure to the
         benefit   of  the   parties   and   their   respective   heirs,   legal
         representatives,  executors,  administrators,  successors, and assigns,
         subject to the limitations on assignment in Section 12(h).

(d)      Entire  Agreement.  This  Agreement  constitutes  the entire  Agreement
         between  the  parties  with  respect  to the  subject  matter  of  this
         Agreement and supersedes any other agreements, whether oral or written,
         between  the  parties  with  respect  to the  subject  matter  of  this
         Agreement.

(e)      Modification. No change or modification of this Agreement will be valid
         unless it is in writing and signed by both of the parties. No waiver of
         any  provision  of this  Agreement  will be valid unless in writing and
         signed by the person or party to be charged.

(f)      Severability.  If any  provision of this  Agreement is, for any reason,
         invalid or  unenforceable,  the remaining  provisions of this Agreement
         will  nevertheless  be valid and  enforceable  and will  remain in full
         force and effect.  Any provision of this Agreement that is held invalid
         or  unenforceable by a court of competent  jurisdiction  will be deemed
         modified to the extent  necessary to make it valid and  enforceable and
         as so modified will remain in full force and effect.

(g)      Headings.  The headings in this Agreement are inserted for  convenience
         only and are not to be considered in the interpretation of construction
         of the provisions of this Agreement.

(h)      Assignability.  This  Agreement  may not be  assigned  by either  party
         without the prior written  consent of the other party,  except that the
         Company may assign its rights to, and cause its obligations  under this
         Agreement  to be  assumed  by, any person or entity to whom or to which
         the Company simultaneously  transfers by sale, merger, or otherwise all
         or substantially all of its assets.

(i)      No Strict  Construction.  The language used in this  Agreement  will be
         deemed  to be the  language  chosen by  Executive  and the  Company  to
         express their mutual intent, and no rule of strict construction will be
         applied against Executive or the Company.

(j)      Arbitration.  Except for any claim or dispute which gives rise or could
         give rise to equitable  relief under this Agreement,  at the request of
         Executive,  or the Company, any disagreement,  dispute,  controversy or
         claim arising out of or relating to this Agreement or the breach hereof
         shall  be  settled   exclusively  and  finally  by   arbitration.   The
         arbitration shall be conducted in accordance with such rules and before
         such arbitrator as the parties shall agree and if they fail to so agree
         within fifteen (15) days after demand for arbitration, such arbitration
         shall be conducted in accordance  with the Federal  Arbitration Act and
         the National  Rules for the  Resolution of  Employment  Disputes of the
         American Arbitration  Association which are then in effect (hereinafter
         referred to as "AAA  Rules").  Such  arbitration  shall be conducted in
         Chicago,  Illinois, or in such other city as the parties to the dispute
         may designate by mutual consent. The arbitral tribunal shall consist of
         three  arbitrators  (or such lesser number as may be agreed upon by the
         parties) selected according to the procedure set forth in the AAA Rules
         in effect on the date hereof and the arbitrators  shall be empowered to
         order any remedy which is  appropriate  to the  proceedings  and issues
         presented to them. Any party to a decision rendered in such arbitration
         proceedings  may seek an order  enforcing  the same by any court having
         jurisdiction.

(k)      Legal  Expenses.  The Company shall pay the legal expenses  incurred by
         Executive for review of this Agreement by his legal  counsel,  up to an
         amount  not to exceed  $10,000.  If  Executive  takes  legal  action to
         enforce the Company's  obligations  under this  Agreement and Executive
         prevails in such action to any  significant  extent,  the Company shall
         reimburse Executive for all reasonable  expenses (including  reasonable
         attorney's fees) actually incurred by Executive in such action.

         IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Executive Employment Agreement as of the date first above written.

                                  ANICOM, INC.

                                 By:     /s/ Scott C. Anixter
                                         --------------------
                                         Scott C. Anixter, Chairman of the Board


                  EXECUTIVE:

                                    /s/ Donald C. Welchko
                                    ------------------------
                                    Donald C. Welchko