CDI CORP
EXHIBIT 10L TO CDI 10Q FILING 050903
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<TYPE>EX-10
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<FILENAME>exh10l.txt
<DESCRIPTION>EXHIBIT 10L TO CDI 10Q FILING 050903
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Exhibit 10.l.

                                   CDI CORP.

                      NON-QUALIFIED STOCK OPTION AGREEMENT


     SECTION 1. GRANT OF OPTION

     The CDI Corp. Board of Directors' Compensation  Committee,  pursuant to the
authority  granted to it under the CDI Corp.  1998  Non-Qualified  Stock  Option
Plan, as amended (the "Plan") hereby grants to Jay G. Stuart (the "Optionee") an
option (the "Option" when reference is made to the right to purchase some or all
of the Shares) to purchase 50,000 shares of CDI Corp. common stock (the "Shares"
when reference is made to all or a portion of the shares subject to the Option),
according to the terms and conditions set forth herein and in the Plan.

     SECTION 2. OTHER DEFINITIONS

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

          (b)  "Cause"  shall  have  the  same  meaning  as is set  forth  in an
     employment or engagement  agreement  between  Optionee and the Company.  If
     there is no such agreement, then Cause shall mean:

               (i)  Optionee's  rendering  services while under the influence of
     alcohol or illegal drugs;

               (ii)  Optionee's  performing  any act of  dishonesty in rendering
     services  to the  Company,  including  falsification  of  records,  expense
     accounts or other reports;

               (iii) Optionee's conviction,  whether by judgment or plea, of any
     crime  which  constitutes  a felony  or  which  constitutes  a  misdemeanor
     involving violence, fraud, embezzlement, theft or business activities;

               (iv)  Optionee's  violation of any law or agreement which results
     in the entry of a judgment or order  enjoining or preventing  Optionee from
     such  activities as are essential for Optionee to perform  services for the
     Company;

               (v) Optionee's  violation of any of the Company's  policies which
     provide for  termination  of employment as a possible  consequence  of such
     violation;

               (vi) conduct  engaged in by Optionee  which is  injurious  (other
     than to an immaterial extent) to the Company;

               (vii) the  Company's  receipt of  reliable  information  from any
     source of Optionee's  entering into or intending to enter into  competition
     with the Company; or

               (viii) insubordination by Optionee.

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

<PAGE>

          (d) "Company" means CDI Corp.

          (e) "Date of  Exercise"  means the date on which  the  written  notice
     required by Section 12 below is received by the Treasurer of the Company.

          (f) "Date of Grant"  means  October  14,  2002,  the date on which the
     Option is awarded pursuant to the Plan and this Agreement

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

          (h) "Option Price" means $25.50, representing the Fair Market Value of
     a share of Stock on the Date of Grant.

          (i) "Retirement" means Optionee's leaving the employ of the Company:

               (i)  on or after  the date  that  Optionee  satisfies  one of the
                    following  combinations of age and years of service with the
                    Company:

                    -    60 years of age and 20 years of service;

                    -    62 years of age and 15 years of service; or

                    -    65 years of age and 5 years of service.

               (ii) at such earlier date as may be approved by the Committee, in
                    its sole discretion.

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

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

                    (i) in the event of the termination of Optionee's employment
                    by the Company for Cause, the date of such termination;

                    (ii)  in  the  event  of  the   termination   of  Optionee's
                    employment  by the Company  without  Cause or as a result of
                    Optionee's resignation, the date two weeks after the date of
                    such termination;

                    (iii)  in  the  event  of the  death,  Total  and  Permanent
                    Disability  or  Retirement  of the  Optionee,  the  date six
                    months after the date of such event; or

                    (iv) 11:59 p.m. on October 13, 2009.
<PAGE>

          (l) "Total and Permanent  Disability"  means a medically  determinable
     disability of a permanent  nature as a result of which Optionee is entitled
     to receive and is receiving  disability  benefits under the Social Security
     Act.

     SECTION 3. TIME OF EXERCISE

     No Option shall be exercisable with respect to any Shares unless the Option
has vested with respect to such Shares in accordance with Section 4 or 5 hereof.
If vested,  the  Option may be  exercised  at any time after  vesting  until the
Termination Date, in whole or in part.

     SECTION 4. TIME VESTING OPTION

     To the extent of 17,000  shares of Stock (the "Time Vesting  Option"),  the
Option will vest as follows:

          (a) With  respect to 4,250  Shares,  the Option will vest on the first
     anniversary of the Date of Grant;

          (b) With respect to an additional  4,250 Shares,  the Option will vest
     on the second anniversary of the Date of Grant; and

          (c) With respect to an additional  4,250 shares,  the Option will vest
     on the third anniversary of the Date of Grant.

          (d) With  respect to the final 4,250  shares,  the Option will vest on
     the fourth anniversary of the Date of Grant.

     Notwithstanding  the above,  no portion of the Option will vest on or after
the Termination Date.

     SECTION 5. TARGET PRICE OPTION

     To the extent of 33,000  shares of Stock (the "Target Price  Option"),  the
Option will vest as follows:

          (a) With respect to 4,714  Shares,  the Option will become vested upon
     the  earlier of (1) the first date that the  closing  price of the Stock on
     the New York Stock Exchange (or if the Stock ceases to be traded on the New
     York Stock Exchange, on the relevant exchange) has closed at $35.00 for any
     60 days over a continuous six (6) month period or (2) October 13, 2008.

          (b) With respect to 4,714  Shares,  the Option will become vested upon
     the  earlier of (1) the first date that the  closing  price of the Stock on
     the New York Stock Exchange (or if the Stock ceases to be traded on the New
     York Stock Exchange, on the relevant exchange) has closed at $40.00 for any
     60 days over a continuous six (6) month period or (2) October 13, 2008.

<PAGE>

          (c) With respect to 4,714  Shares,  the Option will become vested upon
     the  earlier of (1) the first date that the  closing  price of the Stock on
     the New York Stock Exchange (or if the Stock ceases to be traded on the New
     York Stock Exchange, on the relevant exchange) has closed at $45.00 for any
     60 days over a continuous six (6) month period or (2) October 13, 2008.

          (d) With respect to 4,714  Shares,  the Option will become vested upon
     the  earlier of (1) the first date that the  closing  price of the Stock on
     the New York Stock Exchange (or if the Stock ceases to be traded on the New
     York Stock Exchange, on the relevant exchange) has closed at $50.00 for any
     60 days over a continuous six (6) month period or (2) October 13, 2008.

          (e) With respect to 4,714  Shares,  the Option will become vested upon
     the  earlier of (1) the first date that the  closing  price of the Stock on
     the New York Stock Exchange (or if the Stock ceases to be traded on the New
     York Stock Exchange, on the relevant exchange) has closed at $55.00 for any
     60 days over a continuous six (6) month period or (2) October 13, 2008.

          (f) With respect to 4,714  Shares,  the Option will become vested upon
     the  earlier of (1) the first date that the  closing  price of the Stock on
     the New York Stock Exchange (or if the Stock ceases to be traded on the New
     York Stock Exchange, on the relevant exchange) has closed at $60.00 for any
     60 days over a continuous six (6) month period or (2) October 13, 2008.

          (g) With respect to 4,716  Shares,  the Option will become vested upon
     the  earlier of (1) the first date that the  closing  price of the Stock on
     the New York Stock Exchange (or if the Stock ceases to be traded on the New
     York Stock Exchange, on the relevant exchange) has closed at $65.00 for any
     60 days over a continuous six (6) month period or (2) October 13, 2008.

     Notwithstanding  the above,  no portion of the Option will vest on or after
the Termination Date.

     SECTION 6. ADDITIONAL OPTIONS

     This is intended to be a two-year option grant,  and the Executive will not
receive any additional option awards for a two-year period.  After this two-year
period expires, normal option grants may be issued to Executive as determined by
the Board of Directors.

     SECTION 7. WITHHOLDING

     Optionee shall provide for any statutorily required federal, state or local
tax withholding  hereunder by paying the necessary amount to the Company in cash
or by agreeing to accept in full  satisfaction  of the Option  hereunder the net
number  of  Shares  remaining  after  provision  for  those  withholding  taxes.
Optionee's failure to tender the required withholding amount within five days of
the Company's  request for that amount shall constitute  agreement to accept the
net number of Shares remaining after provision for withholding  taxes, plus cash
in lieu of any remaining  fractional  Share.  The portion of any Shares withheld
pursuant to the applicable federal, state and local tax laws shall be determined

<PAGE>

by using the Fair Market Value of the Stock on the last trading day  immediately
preceding  the date that such Stock is received  pursuant to the exercise of the
Option.

     SECTION 8. PAYMENT FOR SHARES BY THE OPTIONEE

     Full payment for Shares  purchased upon the exercise of the Option shall be
made by check,  bank draft or in shares of Stock that has been held by  Optionee
for at least six months. In the event that payment for Shares purchased upon the
exercise  of the  Option is made in shares  of Stock,  the value of such  shares
shall be equal to the Fair  Market  Value of the Stock on the last  trading  day
immediately preceding the Date of Exercise.

     SECTION 9. NONTRANSFERABILITY OF OPTION

     The Option may not be transferred,  in whole or in part,  unless the Option
is transferred (i) by will or the applicable laws of descent and distribution or
(ii)  with the  prior  written  approval  of the  Committee,  to the  spouse  or
descendant  of the  Optionee  or a  trust  for  the  benefit  of the  spouse  or
distribution.

     SECTION 10. STOCK OWNERSHIP STANDARDS

     If  Optionee  is subject to any stock  ownership  standards  imposed by the
Company,  those  standards  may affect  Optionee's  ability to sell or otherwise
transfer some or all of the Shares purchased by Optionee through the exercise of
this Option.

     SECTION 11. CANCELLATION OF OPTIONS AND REPAYMENT OF GAINS

     Notwithstanding  any other  provision of this  Agreement,  if the Committee
determines  that Optionee has entered into or intends to enter into  competition
with the Company or its Subsidiaries,  the Committee may, in its discretion,  at
any  time  during  the  term of the  non-competitive  covenant,  if any,  in the
employment  agreement or engagement  agreement  between Optionee and the Company
which is being  violated by such  competition,  cancel the  outstanding  Options
granted to  Optionee  and/or  require  Optionee  to pay to the Company an amount
equal to any gains derived from the exercise of any Options  previously  granted
to and exercised by Optionee during the one year period prior to the termination
of Optionee's employment or engagement with the Company.

     SECTION 12. MANNER OF EXERCISE

     The Option shall be exercised by giving  written  notice of exercise to the
Company's Treasurer,  at 1717 Arch St., 35th Floor,  Philadelphia,  Pennsylvania
19103-2768.  Such  notice must state the number of Shares as to which the Option
is  exercised.  Each such notice  shall be  irrevocable  once  given.  Notice of
exercise must be accompanied by full payment.

     SECTION 13. SECURITIES LAWS

<PAGE>

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

     SECTION 14. ISSUANCE OF CERTIFICATES; PAYMENT OF TAXES

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

          (b)  Subject to the  provisions  of Section 13 above,  the Company may
     also condition  delivery of certificates for shares of Stock upon the prior
     receipt  from the  Optionee  of any  undertakings  that it  determines  are
     required to ensure that the  certificates  are being  issued in  compliance
     with federal and state securities laws.

     SECTION 15. RIGHTS PRIOR TO ISSUANCE OF CERTIFICATES

     Neither the  Optionee  nor the person to whom the  Optionee's  rights shall
have passed by will or by the laws of descent and distribution shall have any of
the rights of a  shareholder  with respect to any shares of Stock  issuable upon
exercise  of the  Option  until  the  date  of  issuance  to the  Optionee  of a
certificate for such shares as provided in Section 14 above.

     SECTION 16. OPTION NOT TO AFFECT RELATIONSHIP WITH COMPANY

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

     SECTION 17. ADJUSTMENT FOR CAPITAL CHANGES

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

     SECTION 18. INTERPRETATION

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

<PAGE>

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

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

By:  /s/ Roger H. Ballou                        /s/ Jay G. Stuart
   ----------------------------------------     -------------------------------
         Roger H. Ballou                            Jay G. Stuart
         President and CEO


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