INSIGHT ENTERPRISES INC
EXHIBIT 10.6
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>8
<FILENAME>p66875exv10w6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>
<PAGE>
                                                                    Exhibit 10.6
                         EMPLOYMENT AGREEMENT 11/17/00

This Employment Agreement (the "Agreement") in entered into as of November 17,
2000 Between INSIGHT DIRECT WORLDWIDE, INC. ("Company"), and Joel H. Borovay
("Executive").

                                    RECITALS

Executive is currently employed by Company in the position of Executive Vice
President. Company is the wholly owned subsidiary of Insight Enterprises, Inc.
(the "Parent"). Company has decided to offer executive an employment agreement,
the terms and provisions of which are set forth below.

NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:

1) TERMS OF AGREEMENT

   a) Initial Term. Executive shall be employed by Company for the duties set
      forth in Section 2 for a two year term, commencing as of 1/01/01 and
      ending on 12/31/02 (the "initial Term"), unless sooner terminated in
      accordance with the provisions of this Agreement.

   b) Renewal Term: Employment period Defined. On each successive day after the
      commencement of the Initial Term, without further action on the part of
      Company or Executive, this Agreement shall be automatically renewed for a
      new 2-year term dated effective and beginning upon each such successive
      day (the "Renewal Term"); provided, however, that Company may notify
      Executive, or the Executive may notify the Company, at any time, that
      there shall be no renewal of this Agreement, and in the event of such
      notice, neither party shall be under any obligation to renew or extend
      this Agreement. The period of time commencing as of the date hereof and
      ending on the effective date of the termination of employment of Executive
      under this or any successor Agreement shall be referred to as the
      "Employment Period".

2) POSITION AND DUTIES

   a) Job Duties. Company does hereby employ, engage and hire Executive as
      Executive Vice President, of Company, and Executive does hereby accept and
      agree to such employment, engagement, and hiring. Executive's duties and
      authority during the Employment Period shall be such executive and
      managerial duties as the President and Chief Operating Officer
      ("President") shall reasonably provide; provided that such duties and
      authority shall not be materially different than they are at the date of
      this Agreement; further that the authority of Executive shall not be
      diminished, and that Executive shall not be demoted. Executive will devote
      such time as the President shall reasonably determine; provided that such
      devotion of time shall not be materially different from Executive's
      devotion of time at the date of this Agreement, reasonable absences
      because


<PAGE>
      of illness, personal and family emergencies excepted. Executive shall be
      required to work and travel in various countries in Europe throughout the
      term of this agreement.

   b) Best Efforts. Executive agrees that at all times during the Employment
      Period he will faithfully, and to the best of his ability, experience and
      talents, perform the duties that may be required of and from him and
      fulfill his responsibilities hereunder pursuant to the express terms
      hereof. Executive's ownership of, or participation (including any board
      memberships) in, any entity (other than Company or Parent) must be
      disclosed to the President; provided, however, that Executive need not
      disclose any equity interest held in any public company or any private
      company that is not engaged in a competing business as defined in Section
      10 of this Agreement when such interest constitutes less than 1% of the
      issued and outstanding equity of such public or private company.

3) COMPENSATION

   a) Base Salary. Company shall pay Executive a "Base Salary" in consideration
      for Executive's services to Company at the rate of $215,000 per annum. The
      Base Salary shall be payable as nearly as possible in equal semi-monthly
      installments or in such other installments as are customary from time to
      time for Company's or Parent's executives. The Base Salary may be adjusted
      from time to time in accordance with the procedures established by Company
      or Parent for salary adjustments for executives, provided that the Base
      Salary shall not be reduced.

   b) Incentive and Benefit Plans. Executive will be entitled to participate in
      those incentive compensation and benefit plans reserved for the Company's
      or Parent's executives, including any stock option plan maintained by
      Parent, in accordance with the terms of such compensation and benefits
      plans. Executive shall also be permitted to participate in such incentive
      compensation plans as adopted by the President from time to time.
      Additionally, the Executive shall be entitled to participate in any other
      benefit plans sponsored by Company or Parent that employees are eligible
      for, including but not limited to, any savings plan, life insurance plan
      and health insurance plan available generally to employees of Company or
      Parent from time to time, subject to any restrictions specified in, or
      amendments made to, such plans.

   c) Vacation. The Executive shall be entitled to four (4) weeks vacation
      during the calendar year, and such additional vacation time as the
      President shall approve, with such vacation to be scheduled and taken in
      accordance with the Company's or Parent's standard vacation policies, but
      this provision is not intended to interfere with or limit Executive's
      discretion to determine the appropriate time to be devoted to his duties
      hereunder.

4) BUSINESS EXPENSES

   The Company will reimburse Executive for any and all necessary, customary and
   usual expenses which are incurred by Executive on behalf of Company, provided
   Executive
<PAGE>
   provides Company with receipts to substantiate the business expense in
   accordance with Company's policies or otherwise reasonably justifies the
   expense to the Company.

4) DEATH OR DISABILITY

   a)  Death. This Agreement shall terminate upon Executive's death. Executive's
       estate shall be entitled to receive the Base Salary due through the date
       of his death and any incentive compensation payable for quarters ended
       prior to Executive's death, but no Base Salary or other payment or
       benefit will be payable after death except as expressly provided
       elsewhere in this Agreement. The determination of any bonuses or
       incentive compensation to be payable for quarters ending following
       Executive's death will be made in accordance with the provisions of any
       incentive compensation program, practice, or policy in which Executive
       participates at the time of Executive's death. If there is no written
       incentive compensation program, policy, or practice in effect at the time
       of Executive's death, Company, in the exercise of its discretion, may
       elect to pay to Executive's estate a portion of the incentive
       compensation to which Executive would have been entitled (had Executive
       not died) for the year in which this Agreement terminated due to
       Executive's death.

   b)  Disability. This Agreement shall also terminate in the event of
       Executive's "Disability". For purposes of this Agreement, "Disability"
       means the total and complete inability of Executive for a minimum period
       of six (6) months to perform the essential duties associated with his
       normal position with Company (after any accommodations required by the
       Americans with Disabilities Act or applicable state law) due to a
       physical or mental injury or illness that occurs while Executive is
       actively employed by Company. If this Agreement is terminated due to
       Executive's Disability, Executive shall receive the severance
       compensation called for by Section 6(c).

5) TERMINATION BY COMPANY

   a)  Termination for Cause. Company may terminate this Agreement at any time
       during the Initial Term or any Renewal Terms for "Cause" upon written
       notice to Executive. If Company terminates this Agreement for "Cause",
       Executive's Base Salary shall immediately cease, and Executive shall not
       be entitled to severance payments, incentive compensation payments or any
       other payments or benefits pursuant to this Agreement, except for any
       vested rights pursuant to any benefit plans in which Executive
       participates and any accrued compensation, vacation pay and similar
       items. For purposes of this Agreement, the term "Cause" shall mean the
       termination of Executive's employment by Company for one or more of the
       following reasons:

          (1) The criminal conviction for any felony involving theft or
              embezzlement from Company or any affiliate;

          (2) The criminal conviction for any felony involving moral turpitude
              that reflects adversely upon the standing of Company in the
              community;
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       (3) The criminal conviction for any felony involving fraud committed
           against Company, any affiliate or any individual or entity that
           provides goods or services to, receives goods or services from or
           otherwise deals with Company or any affiliate;

       (4) Acts by Executive that constitute repeated and material violations of
           this Agreement, any written employment policies of Company or Parent,
           or any written directives of Company or Parent. A violation will not
           be considered to be "repeated" unless such violation has occurred
           more than once and after receipt of written notice from Company of
           such violation; or

       (5) Failure to fully cooperate in any investigation by the Company or
           Parent.

       Any termination of Executive when there is not Cause is "without Cause."
       If Company terminates Executive for Cause, and it is later determined
       that Cause did not exist, Company will pay Executive the amount he would
       have received under this Agreement if his employment had been terminated
       by Company without Cause, plus interest at the Prime Rate published by
       the Wall Street Journal on the date of termination. Such payments and
       interest shall be calculated as of the effective date of the initial
       termination. Payment shall be made within fifteen (15) days after such
       later determination is made.

b)  Termination Without Cause. Company also may terminate this Agreement at any
    time during the Initial Term or Renewal Terms without Cause. If Company
    terminates this Agreement pursuant to this paragraph, Company shall provide
    Executive with ninety (90) days advance written notice. This Agreement
    shall continue during such notice period. The termination of this Agreement
    shall be effective on the ninetieth (90th) day (the "Date") following the
    day on which the notice is given. Company may, at its discretion, place
    Executive on a paid administrative leave during all or any part of said
    notice period. During the administrative leave, Company may bar Executive's
    access to Company's offices or facilities if reasonably necessary to the
    smooth operation of the Company, or may provide Executive with access
    subject to such reasonable terms and conditions as Company chooses to
    impose.

c)  Severance Compensation. Should Executive's employment by Company be
    terminated without Cause, Executive shall receive as a lump sum immediately
    upon such termination the total amount of his Base Salary for the remainder
    of the Initial Term or current Renewal Term, as applicable, determined as
    if the employment of the Executive had not been terminated prior to the
    end of such term and as if the Executive had continued to perform all of
    his obligations under this Agreement and as an employee and officer of the
    Company. Executive shall have no duty to mitigate damages in order to
    receive the Compensation described by this Subsection, and the Compensation
    shall not be reduced or offset by other income, payments or profits
    received by Executive from any source.
d)  Incentive Compensation. Executive shall not be entitled to receive any
    incentive compensation payments for the fiscal quarter in which his
    employment is terminated for Cause or any later quarters. If Executive is
    terminated without Cause, Executive shall
<PAGE>
      receive as a lump sum immediately upon such termination the total amount
      of incentive compensation payments determined in accordance with the
      provisions of any incentive compensation program, practice, or policy in
      which Executive participates on the effective date of the termination,
      determined as if the employment of the Executive had not been terminated
      prior to the end of the Initial Term or latest Renewal Term, if later, and
      as if the financial performance of Company upon which the programs,
      practice, or policy is determined continues as it had been for the
      immediately preceding last four (4) fiscal quarters ended prior to either
      (i) the date of notice of termination or (ii) the date of termination, as
      Executive shall elect after receiving the report of such performance for
      the applicable fiscal quarters, and as if the Executive had continued to
      perform all of his obligations under this Agreement and as an employee of
      the Company. Executive shall have no duty to mitigate damages in order to
      receive the Compensation described by this Subsection and the Compensation
      shall not be reduced or offset by other income, payments or profits
      received by Executive from any source. If there is no binding incentive
      compensation program, policy or practice in effect on the effective date
      of the termination, Company, in the exercise of its discretion, may elect
      to pay Executive a portion of the incentive compensation to which he would
      have been entitled (had his employment not terminated) for the quarter in
      which his employment is terminated without Cause.

   e) Other Plans. Except to the extent specified in this Section 6 and as
      provided in this Subsection (e), termination of this Agreement shall not
      affect Executive's participation in, distributions from, and vested rights
      under any employee benefit plan of Company, which will be governed by the
      terms of those respective plans, in the event of Executive's termination
      of employment. If Executive is terminated without Cause, then Executive
      shall become fully vested under any and all stock bonus and stock option
      plans and agreements in which Executive had an interest, vested or
      contingent. If applicable law or the terms of such plan(s) prohibit such
      vesting, then Company shall pay Executive an amount equal to the value of
      the benefits and rights that would have, but for such prohibition, been
      vested. Executive shall have no duty to mitigate damages in order to
      receive the Compensation described by this Subsection and the Compensation
      shall not be reduced or offset by other income, payments or profits
      received by Executive from any source.

   f) Example. For example, if Company provides notice to Executive of
      Termination without Cause on January 1, 2002, then the Employment Period
      ends ninety days thereafter, on April 1, 2002, and Company will pay to
      Executive in a lump sum payment immediately thereafter the sum of an
      amount equal to (i) Executive's Base Salary for the next two (assuming the
      contract started Jan 1, 2002)(2) years plus (ii) the incentive
      compensation for eight fiscal quarters computed as stated above, and
      Executive shall become fully vested in all stock bonus and stock option
      plans and agreements in which Executive had an interest.

6) TERMINATION BY EXECUTIVE
<PAGE>
a) General. Executive may terminate this Agreement at any time, with or without
   "Good Reason." If Executive terminates this Agreement without Good Reason,
   Executive shall provide Company with ninety (90) days advance written notice.
   If Executive terminates this Agreement with Good Reason, Executive shall
   provide Company with thirty (30) days advance written notice.

b) Good Reason Defined. For purposes of this Agreement, "Good Reason" shall mean
   and include each of the following (unless Executive has expressly agreed to
   such event in a signed writing):

   (1) The demotion of Executive by Company, such as (i) assignment to Executive
       of any duties that materially are inconsistent with or inferior to his
       positions, duties, responsibilities, and status with Company as in effect
       on the date of execution of this Agreement (the "Relevant Date"); or (ii)
       a materially adverse change in his titles, offices, or authority as in
       effect on the Relevant Date; except in connection with the termination of
       this Agreement for Cause, Executive's death or Disability, termination by
       Executive other than for Good Reason, or the expiration of the Agreement
       without renewal;

   (2) The recommended travel of Executive by the President in furtherance of
       Company business which is materially more extensive than Executive's
       travel or contemplated travel at the Relevant Date;

   (3) Failure by Company to continue in effect any incentive compensation
       program, policy or practice, or any savings, life insurance, health and
       accident or disability plan in which Executive is participating on the
       Relevant Date (or plans which provide Executive with substantially
       similar benefits) or the taking of any action by Company which would
       adversely affect Executive's participation in or materially reduce his
       benefit under any of such plans or deprive him of any material fringe
       benefit enjoyed by him as of the Relevant Date or any later date.
       Amendment or modification of said plans, to the extent required pursuant
       to applicable federal law and the procedures set forth in the respective
       plan, or amendments of such plans that apply to either all employees
       generally or all senior executives shall not considered to be "Good
       Reason" for purposes of this clause (5);

   (4) Failure of Company to obtain a specific written agreement satisfactory to
       Executive from any successor to the business, or substantially all the
       assets of Company, to assume this Agreement or issue a substantially
       similar agreement;

   (5) The termination or attempted termination of this Agreement by Company
       purportedly for Cause if it is thereafter determined that Cause did not
       exist under this Agreement with respect to the termination;



<PAGE>
          (6) Breach of any material provisions of this Agreement by Company
              which is not cured within thirty (30) days after receipt by
              Company of written notice of such breach from Executive; or

          (7) Any action taken by Company over the specific, contemporaneous,
              written objection of the Executive that is likely (i) to cause a
              material reduction in the value of this Agreement to Executive or
              (ii) to materially impair Executive's abilities to discharge his
              duties hereunder. This provision is not intended to affect either
              the Company's or Executive's right to terminate this Agreement as
              provided for elsewhere herein.

   c)  Effect of Good Reason Termination. If Executive terminates this Agreement
       for Good Reason (as defined in Section 7(b)), Executive shall be entitled
       to receive all of the payments and benefits provided by Section 6 and
       otherwise in this Agreement to the same extent as if this Agreement had
       been terminated by Company without Cause.

   d)  Effect of Termination without Good Reason. If Executive terminates this
       Agreement without Good Reason, Executive shall be entitled to receive his
       Base Salary through the effective date of his termination. Executive's
       entitlement to receive any other amount shall be determined in accordance
       with the provisions of any benefit plans in which Executive participates
       on the effective date of the termination. Executive shall not be entitled
       to receive any incentive compensation for the quarter in which his
       employment is terminated by him without Good Reason or any later quarter.

7) CHANGE IN CONTROL OF COMPANY

   a)  General. Company considers the maintenance of a sound and vital
       management to be essential to protecting and enhancing the best interests
       of Company, Parent and Parent's shareholders. Company and Parent
       recognize that, as is the case with many publicly held corporations, the
       continuing possibility of an unsolicited tender offer or other takeover
       bid for Parent may be unsettling to Executive and other senior executives
       of Company or Parent and may result in the departure or distraction of
       management personnel to the detriment of Company, Parent and Parent's
       shareholders. The President has previously determined that it is in the
       best interests of Company, Parent and Parent's shareholders for Company
       to minimize these concerns by making this Change in Control provision an
       integral part of this Employment Agreement, which would provide the
       Executive with a continuation of benefits in the event the Executive's
       employment with Company terminates under certain limited circumstances.

       This provision is offered to help assure a continuing dedication by
       Executive to his duties to Company notwithstanding the occurrence of a
       tender offer or other takeover bid. In particular, the President believes
       it important, should Company or Parent receive proposals from third
       parties with respect to its future, to enable Executive, without being
       influenced by the uncertainties of his own situation, to assess and
       advise the President whether such proposals would be in the best
       interests of Company, Parent and Parent's shareholders and to take such
       other action regarding such proposals as the President
<PAGE>
    might determine to be appropriate. The President also wishes to demonstrate
    to Executive that Company is concerned with his welfare and intends to see
    he is treated fairly.

b)  Continued Eligibility to Receive Benefits. In view of the foregoing and in
    further consideration of Executive's continued employment with Company, if a
    Change in Control occurs, Executive shall be entitled to a lump-sum
    severance benefit provided in subparagraph (c) of this Section 8 if, prior
    to the expiration of twenty-four (24) months after the Change in Control,
    Executive notifies Company of his intent to terminate his employment with
    Company for Good Reason or Company terminates Executive's employment without
    Cause or if, within thirty (30) days after the first anniversary of the
    Change in Control, Executive terminates his employment with Company. If
    Executive triggers the application of this Section by terminating employment
    for Good Reason, he must do so within sixty days (60) days following his
    receipt of notice of the occurrence of the last event that constitutes Good
    Reason. The full severance benefits provided by this Section shall be
    payable regardless of the period remaining until the expiration of the
    Agreement without renewal.

c)  Receipt of Benefits. If Executive is entitled to receive a severance benefit
    pursuant to Section 8(b) hereof, Company will provide Executive with the
    following benefits:

     (1) A lump sum severance payment within ten (10) days following Executive's
         last day of work equal to the sum of (i) two times the greater of
         Executive's annualized Base Salary in effect on the date of termination
         of employment or Executive's highest annualized Base Salary in effect
         on any date during the term of this Agreement and (ii) two times the
         amount of all incentive compensation paid or accrued to Executive for
         the Company's most recent last four fiscal quarters then ended.

     (2) Executive shall become vested in any and all stock bonus and stock
         option plans and agreements of Company or Parent that were granted
         prior to the change in control in which Executive had an interest,
         vested or contingent. If applicable law prohibits such vesting, then
         Company shall pay Executive an amount equal to the value of benefits
         and rights that would have, but for such prohibition, have been vested
         in Executive.

     (3) Executive will continue to receive life, disability, accident and group
         health and dental insurance benefits substantially similar to those
         which he was receiving immediately prior to his termination of
         employment until the earlier of (i) the end of the period of 24 months
         following his termination of employment or (ii) the day on which he
         becomes eligible to receive any substantially similar continuing health
         care benefits under any plan or program of any other employer. The
         benefits provided pursuant to this Section shall be provided on
         substantially the same terms and conditions as they were provided prior
         to the Change in Control, except that the full cost of such benefits
         shall be paid by Company. Executive's
<PAGE>
       right to receive continued coverage under Company's group health plans
       pursuant  to Section 601 et seq. of the Employee Retirement Income
       Security Act of 1974, as it may be amended or replaced from time to time,
       shall commence following the expiration of his right to receive continued
       benefits under this Agreement. Executive's right to receive all forms of
       benefits under this Section is reduced to the extent he is eligible to
       receive any health care benefit from any other employer without his
       request to pay any premium with respect thereto.

   (4) Executive shall have no duty to mitigate damages or loss in order to
       receive the benefits provided by this Section or in this Agreement. If
       Executive is entitled to receive the payments called for by this Section
       8(c), Executive's right to receive the compensation provided by Section
       6(c) or 7(c) shall to the extent of such payments be reduced.

d) Change in Control Defined. For purposes of this Agreement, a "Change in
   Control" means any one or more of the following events:

   (1) When the individuals who, at the beginning of any period of two years or
       less, constituted the Board of Parent cease, for any reason, to
       constitute at least a majority thereof unless the election or nomination
       for election of each new director was approved by the vote of at least
       two thirds of the directors then still in office who were directors at
       the beginning of such period;

   (2) A change of control of Parent through a transaction or series of
       transactions, such that any person (as that term is used in Section 13
       and 14(d)(2) of the Securities Exchange Act of 1934 ("1934 Act")),
       excluding affiliates of the Company as of the Effective Date, is or
       becomes the beneficial owner (as that term is used in Section 13(d) of
       the 1934 Act) directly or indirectly, of securities of Parent
       representing 50% or more of the combined voting power of Parent's then
       outstanding securities;

   (3) Any merger, consolidation or liquidation of Parent in which Parent is not
       the continuing or surviving company or pursuant to which stock would be
       converted into cash, securities or other property, other than a merger of
       Parent in which the holders of the shares of stock immediately before the
       merger have the same proportionate ownership of common stock of the
       surviving company immediately after the merger;

   (4) The shareholders of Parent approve any plan or proposal for the
       liquidation or dissolution of Parent; or

   (5) Substantially all of the assets of Parent are sold or otherwise
       transferred to parties that are not within a "controlled group of
       corporations" (as defined in Section 1563 of the Internal Revenue Code of
       1986, as amended (the "Code") in which Parent is a member at the Relevant
       Date.
<PAGE>
   e) Good Reason Defined. For purposes of this Section, "Good Reason" shall
      have the meaning assigned to it in Section 7(b).

   f) Notice of Termination by Executive. Any termination by Executive under
      this Section 8 shall be communicated by written notice to Company which
      shall set forth generally the facts and circumstances claimed to provide a
      basis for such termination.

8) CONFIDENTIALITY

Executive covenants and agrees to hold in strictest confidence, and not disclose
to any person, firm or company, without the express written consent of Company,
any and all of Company's Parent's and all other subsidiaries of Parent's
(collectively, "Parent's Family") confidential data, including but not limited
to information and documents concerning Parent's Family's business, customers,
and suppliers, market methods, files, trade secrets, or other "know-how" or
techniques or information not of a published nature or generally known (for the
duration they are not published or generally known) which shall come into his
possession, knowledge, or custody concerning the business of Parent's Family,
except as such disclosure may be required by law or in connection with
Executive's employment hereunder or except as such matters may have been known
to Executive at the time of his employment by Company. This covenant and
agreement of Executive shall survive this Agreement and continue to be binding
upon Executive after the expiration or termination of this Agreement, whether by
passage of time or otherwise so long as such information and data shall be
treated as confidential by Parent's Family.

9) RESTRICTIVE COVENANTS

   a) Covenant-not-to-Compete.

        (1) In consideration of Company's agreements contained herein and the
            payments to be made by it to Executive pursuant hereto, and except
            for termination of Executive's employment by Company without Cause,
            or termination of employment by Executive for Good Reason, Executive
            agrees that, for two years ("Time Period") following his termination
            of employment and so long as Company is continuously not in default
            of its obligations to Executive hereunder or under any other
            agreement, covenant, or obligation, he will not, without prior
            written consent of Company, consult with or act as an advisor to
            another company about activity which is a "Competing Business" of
            such company in the United States, Canada and Europe ("Area"). For
            purposes of this Agreement, Executive shall be deemed to be engaged
            in a "Competing Business" if, in any capacity, including but not
            limited to proprietor, partner, officer, director or employee, he
            engages or participates, directly or indirectly, in the operation,
            ownership or management of the activity of any proprietorship,
            partnership, company or other business entity which activity is
            competitive with the then actual business in which Company or Parent
            is engaged on the date of, or any business contemplated by the
            Company's or Parent's business plan in effect on the date of notice
            of, Executive's termination of employment. Nothing in this
            subparagraph is intended to limit Executive's ability to own equity
            in a public company constituting less

<PAGE>
          than one percent (1%) of the outstanding equity of such company, when
          Executive is not actively engaged in the management thereof. Company
          shall furnish Executive with a good-faith written description of the
          business or businesses in which Company and Parent are then actively
          engaged within 30 days after Executive's termination of employment,
          and only those activities so timely described which are in fact
          actively engaged by Company and Parent may be treated as activities of
          which one may be engaged that is competitive with Company and Parent.

   b) Non-Solicitation. Executive recognizes that Parent's Family's customers
      are valuable and proprietary resources of Parent's Family. Accordingly,
      Executive agrees that for a period of one year following his termination
      of employment, and only so long as Company is continuously not in default
      of its obligations to Executive hereunder or under any other agreement,
      covenant, or obligation, he will not directly or indirectly, through his
      own efforts or through the efforts of another person or entity, solicit
      business from any individual or entity located in the United States,
      Canada, and Europe--which obtained services from Parent's Family at any
      time during Executive's employment with Company, he will not solicit
      business from any individual or entity located in the United States,
      Canada, or Europe which was solicited by Executive on behalf of Parent's
      Family, and he will not solicit employees of Parent's Family who would
      have the skills and knowledge necessary to enable or assist efforts by
      Executive to engage in a Competing Business.

   c) Remedies: Reasonableness. Executive acknowledges and agrees that a breach
      by Executive of the provisions of this Section 10 will constitute such
      damage as will be irreparable and the exact amount of which will be
      impossible to ascertain and, for that reason, agrees that Company will be
      entitled to an injunction to be issued by any court of competent
      jurisdiction restraining and enjoining Executive from violating the
      provisions of this Section. The right to an injunction shall be in
      addition to and not in lieu of any other remedy available to Company for
      such breach or threatened breach, including the recovery of damages from
      Executive.

      Executive expressly acknowledges and agrees that (i) the Restrictive
      Covenants contained herein are reasonable as to time and geographical area
      and do not place any unreasonable burden upon him; (ii) the general public
      will not be harmed as a result of enforcement of these Restrictive
      Covenants; and (iii) Executive understands and hereby agrees to each and
      every term and condition of the Restrictive Covenants set forth in this
      Agreement.

   d) Change of Control. The provisions of this Section 10 shall lapse and be of
      no further force or effect if Executive's employment is terminated by
      Company "without Cause" or by Executive for "Good Reason."

10) BENEFIT AND BINDING EFFECT


<PAGE>
This Agreement shall inure to the benefit of and be binding upon Company, its
successors and assigns, including but not limited to any company, person, or
other entity which may acquire all or substantially all of the assets and
business of Company or any company with or into which Company may be
consolidated or merged, and Executive, his heirs, executors, administrators,
and legal representatives, provided that the obligations of Executive may not
be delegated.

11) NOTICES

All notices hereunder shall be in writing and delivered personally or sent by
registered or certified mail, postage prepaid and return receipt requested:

     If to Company, to:       Insight Worldwide, Inc.
                              c/o Michael Gumbert, President, COO
                              6820 South Harl Avenue
                              Tempe, Arizona 85283

     If to Executive, to:     Joel H. Borovay
                              5064 E. Yucca Street
                              Scottsdale, Arizona 85254

Either party may change the address to which notices are to be sent to it by
giving ten (10) days written notice of such change of address to the other
party in the manner above provided for giving notice. Notice will be considered
delivered on personal delivery or on the date of deposit in the United States
mail in the manner provided for giving notice by mail.

12) ENTIRE AGREEMENT

The entire understanding and agreement between the parties has been
incorporated into this Agreement, and this Agreement supersedes all other
agreements and understandings between Executive and Company with respect to the
relationship of Executive with Company, except with respect to other continuing
or future bonus, incentive, stock option, health, benefit and similar plans or
agreements.

13) GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Arizona.

14) CAPTIONS

The captions included herein are for convenience and shall not constitute a
part of this Agreement.


<PAGE>
15) DEFINITIONS

Throughout this Agreement, certain defined terms will be identified by the
capitalization of the first letter of the defined word or the first letter of
each substantive word in a defined phrase. Whenever used, these terms will be
given the indicated meaning.

16) SEVERABILITY

If any one or more of the provisions or parts of a provision contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity or unenforceability shall not affect any other
provision or part of a provision of this Agreement, but this Agreement shall be
reformed and construed as if such invalid, illegal or unenforceable provision
or part of a provision had never been contained herein and such provisions or
part thereof shall be reformed so that it would be valid, legal and enforceable
to the maximum extent permitted by law. Any such reformation shall be read as
narrowly as possible to give the maximum effect to the mutual intentions of
Executive and Company.

17) TERMINATION OF EMPLOYMENT

The termination of this Agreement by either party also shall result in the
termination of Executive's employment relationship with Company in the absence
of an express written agreement providing to the contrary. Neither party
intends that any oral employment relationship continue after the termination of
this Agreement.

18) TIME IS OF THE ESSENCE

Company and Executive agree that time is of the essence with respect to the
duties and performance of the covenants and promises of this Agreement.

<PAGE>
19) NO CONSTRUCTION AGAINST EITHER PARTY

This Agreement is the result of negotiation between Company and Executive and
both have had the opportunity to have this Agreement reviewed by their legal
counsel and other advisors. Accordingly, this Agreement shall not be construed
for or against Company or Executive, regardless of which party drafted the
provision at issue.









                                       COMPANY:
                                       INSIGHT DIRECT WORLDWIDE, INC.
                                       an Arizona corporation

                                       /s/  Michael Gumbert
                                       -----------------------------------------
                                       Michael Gumbert, President, COO


                                       EXECUTIVE:
                                       Joel H. Borovay, Executive Vice President

                                       /s/  Joel H. Borovay
                                       -----------------------------------------
                                       Joel H. Borovay, Executive Vice President





</TEXT>
</DOCUMENT>
