Senior Vice President Finance.  Employment Agreement

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (the " Agreement" ), which shall be effective as of October 15, 2004, is between INSIGHT ENTERPRISES, INC., a Delaware corporation (" Company" ), and Karen K. McGinnis (" Executive" ).

RECITALS

A. Executive is currently employed by Company in the position of Senior Vice President Finance. B. Company has decided to offer Executive an employment agreement, the terms and provisions of which are set forth below, to supercede an employment agreement effective April 1, 2004.

In exchange for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree 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 one-year term, commencing as of October 15, 2004 and ending on October 14, 2005 (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 one-year term dated effective and beginning upon each such successive day (a " Renewal Term" ); provided, however, that Company may notify Executive, or Executive may notify Company, at any time, that there shall be no renewal of this Agreement, and in the event of such notice, the Agreement shall immediately cease to renew and shall terminate naturally at the end of the then current Renewal Term. No severance or other post-termination compensation will be due or payable in the event of a termination resulting from non-renewal. 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 its Senior Vice President Finance, 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 Chief Financial Officer of Company (the " CFO" ) shall reasonably determine. Executive will devote full time on behalf of Company, or such lesser amount of time as the CFO may determine, reasonable absences because of illness or personal and family exigencies excepted.

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(b) Best Efforts. Executive agrees that at all times during the Employment Period Executive will faithfully, and to the best of Executive' s ability, experience and talents, perform the duties that may be required of and from Executive and fulfill Executive' s responsibilities hereunder pursuant to the express terms hereof. Executive' s participation as an officer, director, consultant or employee of any entity (other than Company) must be disclosed to the CFO and the Board of Directors of Company (the " Board" ). Additionally, Executive shall disclose to the CFO and the Board any interest in a company that is engaged in a Competing Business as defined in Section 9 of this Agreement unless such interest constitutes less than 1% of the issued and outstanding equity of such company.

(c) Section 16. If, at the time Executive' s employment is terminated for any reason, Executive is a person designated to file pursuant to Section 16 under the Securities Exchange Act of 1934, Executive will provide to Company a written representation in a form acceptable to Company that all reportable pre-termination securities transactions relating to Executive have been reported.

3. COMPENSATION.

(a) Base Salary. Company shall pay Executive a " Base Salary" in consideration for Executive' s services to Company at the rate of $225,000.00 per year. 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 executives. The Base Salary may be adjusted from time to time in accordance with the procedures established by Company for salary adjustments for executives, provided that the Base Salary shall not be reduced.

(b) Incentive Compensation. Executive shall be entitled to an incentive bonus, calculated and payable quarterly, in an amount of up to $10,000.00 per quarter. The amount, if any, of each quarterly bonus shall be based on the extent to which Executive achieves performance standards or objectives set by the CFO. Executive must be employed at the end of each quarter to be eligible for that quarter' s bonus.

(c) Incentive and Benefit Plans. Executive will be entitled to participate in those incentive and benefit plans generally provided for Company' s executives in the same or a similar tier of management, in accordance with the terms of such benefit plans. Additionally, Executive shall be entitled to participate in any other benefit plans made available generally to employees of Company from time to time, including but not limited to, any savings plan, life insurance plan and health insurance plan, subject to any restrictions specified in, or amendments made to, such plans.

4. BUSINESS EXPENSES.

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

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5. 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 Executive' s death. Company shall also pay to Executive' s estate a prorated portion to the date of death of any incentive compensation to which Executive would have been entitled (had Executive not died) for the quarter in which this Agreement terminated due to Executive' s death. No Base Salary or other payment or benefit will be payable with respect to any period after death except as expressly provided elsewhere in this Agreement.

(b) Disability. This Agreement shall also terminate in the event of Executive' s " Disability." For purposes of this Agreement, " Disability" means the inability of Executive to perform Executive' s essential job duties, with or without a reasonable accomodation, for a period of 30 consecutive days or for 60 days within any 180-day period due to a physical or mental injury or illness that occurs while Executive is actively employed by Company. Any dispute concerning whether Disability has occurred will be determined by a physician selected by Company. If this Agreement is terminated due to Executive' s Disability, Executive shall receive a prorated portion to the date of termination of Executive' s Base Salary and any incentive compensation to which Executive would have been entitled (had termination not occurred) for the quarter in which this Agreement is terminated due to Executive' s disability.

6. TERMINATION BY COMPANY.

(a) Termination for Cause. Company may terminate this Agreement at any time during the Initial Term or any Renewal Term 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, accrued and unused 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 misappropriation (or attempted misappropriation) of any of Company' s funds or property; (2) the conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony or a misdemeanor which involves moral turpitude or a fraudulent act; (3) willful or repeated neglect of duties (after notice and an opportunity to cure); (4) acts of material dishonesty or insubordination toward Company; (5) insolvency of Company; or (6) Executive' s material breach of this Agreement (after notice and an opportunity to cure). If Executive is terminated for Cause, Company shall be obligated to pay Executive only the Base Salary (from Section 3[a]) and expenses (from Section 4) due to Executive through the termination date, and Executive will not be entitled to, nor will Executive receive, any type of severance payment.

(b) Termination Without Cause. Company also may terminate Executive' s employment at any time during the Initial Term or any Renewal Term without Cause. Company may, at its discretion, place Executive on a paid administrative leave prior to the actual date of termination set by Company. During the administrative leave, Company may bar Executive' s access to Company' s offices or facilities if reasonably necessary to the smooth operation of Company, or may provide Executive with access subject to such reasonable terms and conditions as Company chooses to impose.

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(c) Base Salary. Should Executive' s employment by Company be terminated without Cause, Executive shall receive as a lump sum immediately upon such termination of the total amount of Executive' s base sala ...