FLEETBOSTON ROBERTSON STEPHENS INC.
                               100 Federal Street
                           Boston, Massachusetts 02110

                               FLEET NATIONAL BANK
                               100 Federal Street
                           Boston, Massachusetts 02110

                                        December 22, 1999

Parthenon Investors L.P.
200 State Street
Boston, MA 02109
Attention:  Ernest K. Jacquet, Managing Partner
      Samantha Trotman, Principal

Ladies and Gentlemen:

         We are pleased to inform you of the commitment, subject to the terms
and conditions of this letter, of Fleet National Bank (individually, the "Bank"
and in its capacity as Agent described below, the "Agent") to provide senior
bank financing of up to $160,000,000 (the "Financing") to Wilmar Industries,
Inc. (the "Borrower") in connection with (x) the funding of the recapitalization
of the Borrower, (y) the refinancing of certain indebtedness previously incurred
by the Borrower in connection with its acquisition of J.A. Sexauer, Inc. and
Trayco of South Carolina, Inc., and (z) the general corporate and working
capital purposes of the Borrower and its Subsidiaries, including to pay
transaction costs relating to the recapitalization transactions described
herein. In addition to the other terms and conditions of this letter, the Bank's
willingness to provide the Financing, and FleetBoston Robertson Stephens Inc.'s
willingness to arrange the Financing (in such capacity, the "Arranger"), is
conditioned upon the following matters:

(a)      The Borrower shall have confirmed that its acquisition of J.A. Sexauer,
         Inc. and Trayco of South Carolina, Inc. has been completed and provided
         evidence that all of the outstanding capital stock of J.A. Sexauer,
         Inc. and Trayco of South Carolina, Inc. has been acquired by the
         Borrower.

(b)      Parthenon Investors L.P. ("Parthenon") shall have formed WM
         Acquisition, Inc. ("Newco"), and Parthenon, together with certain other
         investors to be arranged by Parthenon and which are reasonably
         acceptable to the Agent and the Arranger (Parthenon and such investors,
         the "Investor Group") shall have invested a minimum of $130,000,000 in
         Newco. In addition, certain existing management shareholders of the
         Borrower shall have rolled-over their current investments in the
         Borrower and maintained common stock and preferred stock of the
         Borrower having an aggregate value of approximately $3,000,000. All
         such investments (the "Investments") shall be on terms reasonably
         satisfactory in all respects to the Agent and the Arranger.


<PAGE>


(c)      Newco shall have been merged with and into the Borrower immediately
         prior to the funding of the Financing (the "Merger"). Upon consummation
         of the Merger, the Investor Group shall own at least the number of
         shares of issued and outstanding common stock of the Borrower necessary
         to give the Investor Group control of the voting interests in the
         Borrower. In connection with the Merger, the Agent shall have reviewed
         and approved the portion of the Proxy Statement that relates to the
         financial aspects of this transaction to be sent to the shareholders of
         the Borrower, with such approval not to be unreasonably withheld or
         delayed.

(d)      The Borrower shall have received proceeds of subordinated debt from
         Fleet Corporate Finance, Inc. in an aggregate amount of at least
         $40,000,000, the terms of which (including the warrant, dividend,
         redemption and subordination terms) shall be reasonably satisfactory in
         all respects to the Agent and the Arranger (the "Subordinated Debt").

         The Financing, the Investments, the Merger and the Subordinated Debt
         are referred to collectively herein as the "Recapitalization
         Transactions". The Borrower and it's Subsidiaries are referred to
         collectively herein as the "Borrower Affiliated Group".

(e)      The financial information previously delivered to the Agent, the
         Arranger and the Bank, including, without limitation, the pro-forma
         financial statements prepared as if the Recapitalization Transactions
         had been effected, fairly presents in all material respects the
         business and financial condition and prospects of the respective
         businesses and assets owned and operated by the Borrower Affiliated
         Group taken as a whole and the historic results and pro-forma
         projections of operations for the periods covered thereby, and that
         there has been no material adverse change in the business, operations,
         assets, condition (financial or otherwise) or prospects of the
         businesses and assets operated and owned by the Borrower Affiliated
         Group taken as a whole since the date of the most recent financial
         information delivered to the Agent, the Arranger and the Bank. It is
         recognized by the Agent, the Arranger and the Bank that projections as
         to future results are not to be viewed as facts and that the actual
         results during the period or periods covered by the projections may
         differ from the projected results.

(f)      A loan agreement (the "Loan Agreement") and other loan and security
         documentation reasonably satisfactory to you, the Agent and the Bank
         and to each of such parties' counsel shall have been negotiated,
         executed and delivered. While this commitment letter sets forth the
         principal terms of the proposed Financing, you should understand that
         it does not purport to include all of the customary representations and
         warranties, conditions, covenants, events of default and other
         customary terms which will be included in the definitive documents for
         the Financing, all of which must be reasonably satisfactory in form and
         substance to the Agent and the Bank and our counsel, and to you and
         your counsel, prior to proceeding with the proposed Financing.


<PAGE>


(g)      The Borrower Affiliated Group shall have received any and all
         regulatory approvals necessary in connection with the Recapitalization
         Transactions and shall be in compliance in all material respects with
         all applicable laws, including, without limitation, all applicable
         federal, state and local environmental laws, securities laws, pension
         statutes, labor laws, margin stock rules and other laws applicable to
         the Borrower Affiliated Group. In addition, the Borrower Affiliated
         Group shall provide evidence to the Agent that it is qualified to
         conduct business in each jurisdiction in which it actually conducts
         business, except for such jurisdictions where the failure to be so
         qualified could not reasonably be expected to result in a material
         adverse effect on the business, operations, assets, or condition
         (financial or otherwise) of the businesses and assets operated and
         owned by the Borrower Affiliated Group taken as a whole.

(h)      The Agent and the Bank shall have received reasonably satisfactory
         evidence of appropriate corporate or other entity approval and, in
         connection with the Merger, shareholder approval, of all proposed
         transactions (including each of the Recapitalization Transactions), as
         well as legal opinions (or reliance letters) of independent counsel
         (or, with respect to certain limited issues which may be agreed to by
         the Agent, in-house counsel of the Borrower; and including local real
         estate counsel, where applicable) to the Borrower Affiliated Group
         satisfactory to the Agent and the Bank in form and substance as to,
         among other things, the due authorization and enforceability of all
         loan, security, recapitalization, merger, subordinated debt and related
         documents, the perfection of the liens of the security documents, the
         absence of any violation of any federal, state or local law or
         regulation applicable to the Recapitalization Transactions or any of
         the parties thereto, the absence of any conflicts with material
         agreements, the absence of any material adverse litigation and, unless
         independent counsel admitted in the State of New York provides an
         enforceability opinion, choice of law. The Agent and the Bank shall
         also have received copies of any and all fairness and other opinions
         rendered in connection with any of the Recapitalization Transactions
         and shall be entitled to rely upon each of such opinions (other than
         any fairness opinion).

(i)      All of the representations made by the Borrower Affiliated Group and
         all other factual information furnished by the Borrower Affiliated
         Group to the Agent, the Arranger and the Bank shall be accurate in all
         material respects, and it is acknowledged that the Loan Agreement shall
         contain a representation and warranty to the effect that all
         information which has been or will hereafter be made available to the
         Agent, the Arranger, the Bank and any other lender by the Borrower
         Affiliated Group or any of their respective representatives in
         connection with the Recapitalization Transactions, taken as a whole and
         as supplemented from time to time prior to the Closing, is or will be
         when furnished complete and correct in all material respects and does
         not or will not when furnished contain any untrue statement of a
         material fact or omit to state a material fact necessary in order to
         make the statements contained therein not materially misleading in


<PAGE>


         light of the circumstances under which such statements were or are
         made. It is recognized by the Agent, the Arranger and the Bank that
         projections, pro forma financial statements, financial models, and
         business plans, to the extent they project future results, are not to
         be viewed as facts and that the actual results during the period or
         periods covered by such documents may differ from the projected
         results.

(j)      No material changes in governmental regulation or policy adversely
         affecting the Agent, the Arranger or the Bank, and no material changes
         or disruptions in the syndication, financial or capital markets that,
         in each case, would be expected to materially impair the syndication of
         the Financing shall have occurred prior to the Closing.

         The principal terms and conditions of the financing will be as follows:

         Facilities:
         -----------

Facility 1:
-----------

         A five-year secured revolving credit facility of up to $60,000,000 (the
         "Revolving Credit Commitment"; and the loans made thereunder, the
         "Revolving Loans"). Availability of Revolving Loans shall, within 60
         days after the Closing and at all times thereafter, be subject to the
         Borrowing Base restrictions described below. There will be a sublimit
         established for issuance of standby letters of credit under this
         facility, the issuance of which will reduce the availability under the
         Revolving Credit Commitment and Borrowing Base.

Facility 2:
-----------

         A five-year secured term loan of $50,000,000 ("Term Loan A"), to be
         drawn in full at Closing.

Facility 3:
-----------

         A seven-year secured term loan of $50,000,000 ("Term Loan B"), to be
         drawn in full at Closing.

         Facility 1, Facility 2 and Facility 3 will hereinafter be referred to
         collectively as the "Facilities". Term Loan A and Term Loan B will
         hereinafter be referred to collectively as the "Term Loans". The
         Revolving Loans and the Term Loans will hereinafter be referred to
         collectively as the "Loans".

Bank's Commitment:
------------------

         The Bank's commitment under the Facilities will be the entire aggregate
         principal amount of $160,000,000 (the "Bank's Commitment"), provided
         that the Bank's Commitment will be reduced by the aggregate amount of
         commitments obtained from other financing institutions prior to the
         Closing or assigned by the Bank subsequent thereto (see the Section
         entitled "Syndicated Bank Group" below).


<PAGE>


Syndicated Bank Group:
----------------------

         While the Bank shall not be obligated to do so, the Bank intends to
         seek commitments, both before and after the Closing, from other
         financial institutions which (unless a default has occurred and is
         continuing under the Loan Agreement) shall be reasonably acceptable to
         you and the Borrower (provided that your approval of such lending
         institutions shall not be unreasonably withheld or delayed) to be
         co-lenders under the Facilities (together with the Bank, the "Bank
         Group"), provided that the aggregate commitment amount of the Bank
         Group shall not exceed $160,000,000 (the "Co- Lenders' Commitment").
         The commitment of any additional lender must at all times be equal to
         at least $5,000,000. In the event that additional co-lender(s) are
         obtained, the Bank will serve as the sole administrative agent for the
         Bank Group (as defined above, the "Agent"). FleetBoston Robertson
         Stephens Inc. will serve as the sole syndication agent and arranger for
         the co-lenders (as defined above, the "Arranger"). The commitment of
         the Bank to provide the full principal amount of the Facilities, upon
         and subject to the terms and conditions of this letter, is not subject
         in any respect to syndication of the Facilities.


<PAGE>


         By your signature below, you agree to assist and cooperate with the
         Arranger in its syndication efforts, including, but not limited to,
         promptly preparing and providing material and information available to
         you reasonably deemed necessary by the Arranger to successfully
         complete and otherwise facilitate the syndication of the proposed
         Financing described herein with a group of lending institutions
         reasonably satisfactory to the Agent and the Arranger and, unless a
         default has occurred and is continuing under the Loan Agreement, to you
         (provided that your approval of such lending institutions shall not be
         unreasonably withheld or delayed). You agree that the Agent and the
         Arranger shall be entitled, after consultation with the Borrower and
         Parthenon, to change the structure, terms, pricing or amount of any
         portion of the Financing if the Agent or the Arranger determine that
         such changes are necessary to ensure a successful syndication or an
         optimal credit structure for the Financing, provided that (x) the
         aggregate commitment amount of $160,000,000 shall not be reduced, (y)
         the Revolving Credit Commitment shall not be reduced below $40,000,000
         and (z) the fees and other amounts required to be paid under the Fee
         Letter remain unchanged. Without limiting the foregoing, you hereby
         agree (a) that the Arranger shall have the exclusive right to syndicate
         the proposed Financing contemplated by this commitment letter and
         manage, in consultation with the Borrower and Parthenon, all aspects of
         such syndication (including, without limitation, decisions as to the
         selection of institutions to be approached and when they will be
         approached, when their commitments will be accepted, which institutions
         will participate, the allocations of the commitments among the
         syndicate lenders and any titles to be given to any lender
         participating in the Facilities) and that you will assist the Arranger
         in contacting and soliciting potential co- lenders and will provide to
         the Arranger, at its reasonable request, financing and organizational
         information available to you as well as financial projections available
         to you needed for syndication purposes; (b) that the Arranger shall be
         expressly permitted to distribute any and all documents and information
         relating to the transactions contemplated hereby and received from you,
         your representatives or the Borrower Affiliated Group or its
         representatives, or (after consultation with you or the Borrower) any
         other source, to any potential lender, participant or assignee, on a
         confidential basis and subject to reasonable confidentiality provisions
         requested by you; (c) to make available, at reasonable times, the
         relevant management personnel related to the proposed Financing or
         operations of the Borrower Affiliated Group for meeting with potential
         syndicate members upon reasonable notification; (d) to permit the
         Arranger to publicize information in respect of this facility
         (including the Agent's and the Arranger's role in the structuring and
         the proposed financing thereof) subject to your prior reasonable
         approval of the form and content thereof; and (e) that prior to or
         after the execution of the definitive documentation for the Facilities,
         the Bank reserves the right to syndicate all or any portion of its
         commitment hereunder to one or more financial institutions after
         consultation with you, the Borrower and the Arranger, and so long as no
         default has occurred and is continuing under the Loan Agreement, you
         and the Borrower shall have the right to approve such financial
         institutions (such approval not to be unreasonably withheld or
         delayed). You agree that, prior to and during the


<PAGE>


         syndication of the Facilities, you will not permit any offering,
         placement or arrangement of any competing issues of debt securities
         (other than the Subordinated Debt) or commercial bank facilities of the
         Borrower Affiliated Group without the prior written consent of the
         Agent and the Arranger.

Assignments/Participations:
---------------------------

         Each member of the Bank Group shall have the right to assign or
         participate any portion of its commitment amount to other institutional
         lenders, provided that (i) with respect to assignments only, the Agent,
         and so long as no default has occurred and is continuing, the Borrower,
         shall have the right to approve any assignee, which approvals may not
         be unreasonably withheld, and (ii) each assignee and participant shall
         have a commitment amount of at least $5,000,000. No such assignment or
         participation shall entitle the purchaser to a greater payment than the
         seller would have been entitled to receive under the increased costs
         and tax provisions of the credit documentation.

Borrowing Base:
---------------

         Availability under the Revolving Loans (including any letters of credit
         issued) will, within 60 days after the Closing and at all times
         thereafter, be limited to the purposes and corresponding amounts set
         forth in the Section entitled Use of Proceeds below, and to the lesser
         of:

     (i) The Revolving Credit Commitment then in effect, and

    (ii) the sum of (a) 85% of the Borrower's eligible accounts receivable, plus
         (b) 60% of the Borrower's eligible inventory (the "Borrowing Base").

         Eligible accounts receivable shall exclude such accounts receivable as
         the Agent customarily excludes, with account receivable guidelines to
         be determined.

         Eligible inventory shall exclude such inventory as the Agent
         customarily excludes, with inventory guidelines to be determined.

Use of Proceeds of the Loans:
-----------------------------

         The proceeds of the Loans may be used for the following purposes: (i)
         to refinance up to $65,500,000 of existing indebtedness of the Borrower
         to First Union (and certain other existing lenders for which First
         Union serves as Agent); (ii) to effectuate the Recapitalization
         Transactions (including payment of transaction costs relating thereto);
         and (iii) to finance the working capital needs of the Borrower and its
         Subsidiaries.

Closing Date:
-------------

         On or before May 1, 2000, or such later date as may be mutually agreed
         upon (the "Closing").


<PAGE>


Maturity:
---------

Revolving Loans:
----------------

         The Revolving Loans will mature and will be payable in full five years
         after the Closing. Subject to the Section entitled "Mandatory
         Prepayments" below, there will be no required amortization of principal
         of the Revolving Loans prior to maturity.

Term Loan A:
------------

         Term Loan A will mature and will be payable in full five years after
         the Closing. Term Loan A will amortize quarterly (in arrears) in
         accordance with the following annual schedule:

                                   Year After          Aggregate Annual
                                    Closing             Amortization
                                    -------             ------------

                                      1                  $5,000,000
                                      2                  $7,500,000
                                      3                 $10,000,000
                                      4                 $12,500,000
                                      5                 $15,000,000

         The foregoing schedule is subject to the "Mandatory Prepayment" Section
         below.

Term Loan B:
------------

         Term Loan B will mature and will be payable in full seven years after
         the Closing. Term Loan B will amortize quarterly (in arrears) in
         accordance with the following annual schedule:


                                   Year After          Aggregate Annual
                                    Closing             Amortization
                                    -------             ------------

                                      1                    $500,000
                                      2                    $500,000
                                      3                    $500,000
                                      4                    $500,000
                                      5                    $500,000
                                      6                 $23,750,000
                                      7                 $23,750,000

Pricing:
--------

         The Revolving Loans and the Term Loans will bear interest at either the
         Agent's Prime Rate plus the Applicable Prime Rate Margin or, at the
         Borrower's election, the LIBOR


<PAGE>


         rate (reserve adjusted) plus the Applicable LIBOR Margin, each as
         determined by the Agent from time to time.

         For purposes of this Section, the following terms have the following
         meanings:

"Prime Rate":
-------------

         The greater of (i) the Agent's "Prime Rate" as announced from time to
         time, and (ii) 50 basis points plus the federal funds effective rate,
         as customarily determined by the Agent.

"Applicable Prime Rate Margin" and "Applicable LIBOR Margin":
-------------------------------------------------------------

         From the Closing through the day which is two business days after the
         date upon which the financial statements are delivered with respect to
         the second full fiscal quarter of the Borrower following the Closing,
         the Applicable Prime Rate Margin for Revolving Loans and Term Loan A
         shall be 2.00% and the Applicable LIBOR Margin for Revolving Loans and
         Term Loan A shall be 3.25%. Thereafter, the Applicable Prime Rate
         Margin and the Applicable LIBOR Margin for Revolving Loans and Term
         Loan A shall be determined for each Rate Period in accordance with
         Table 1 below. From the Closing through the day which is two business
         days after the date upon which the financial statements are delivered
         with respect to the second full fiscal quarter of the Borrower
         following the Closing, the Applicable Prime Rate Margin for Term Loan B
         shall be 2.50% and the Applicable LIBOR Margin for Term Loan B shall be
         3.75%. Thereafter, the Applicable Prime Rate Margin and the Applicable
         LIBOR Margin for Term Loan B shall be determined for each Rate Period
         based upon a pricing grid to be agreed upon, with two step-downs in
         pricing levels to be negotiated.

"Rate Period"
-------------

         means the period beginning on the second business day following
         delivery to the Agent of the Borrower Affiliated Group's quarterly
         financial statements and ending on the day on which the next such
         financial statements are delivered.


                                                    Table 1
                                                    -------
                                          Revolving Loans and Term Loan A

          Ratio of Total Funded Debt              Applicable         Applicable
          to EBITDA (see Financial                Prime Rate           LIBOR
          Covenants below)                          Margin             Margin
          ----------------                          ------             ------

          a)   greater than or equal to 4.5 to      2.00%              3.25%
               1

          b)   less than 4.5 to 1 but greater       1.75%              3.00%
               than or equal to 4.0 to 1


<PAGE>


          c)   less than 4.0 to 1 but greater       1.50%              2.75%
               than or equal to 3.5 to 1

          d)   less than 3.5 to 1 but greater       1.25%              2.50%
               than or equal to 3.0 to 1

          e)   less than 3.0 to 1                   1.00%              2.25%


         For purposes of determining the Applicable Prime Rate Margin and the
         Applicable LIBOR Margin for Revolving Loans and Term Loan A, the ratio
         of Total Funded Debt to EBITDA will be tested quarterly, commencing
         with the third full fiscal quarter of the Borrower following the
         Closing, with EBITDA being measured on a rolling four quarter basis.

         Subject to the availability of funds, the Borrower may elect LIBOR
         borrowings for periods of one, two, three or six months, provided that
         at no time may there be more than eight LIBOR advances outstanding.
         LIBOR borrowings shall be in increments of not less than $500,000.
         Interest on Prime Rate Loans shall be payable monthly in arrears and
         interest on LIBOR Loans shall be payable on the last day of the
         interest period relating thereto, or if any interest period is longer
         than three months, on the last day of each three-month period following
         the beginning of such interest period and on the last day thereof. All
         interest shall be computed on the basis of a 360 day year and the
         actual number of days elapsed.

         Upon the occurrence and during the continuance of any event of default,
         all interest rates and letter of credit fees will accrue at 2% per
         annum above the otherwise applicable rate.

         All payments of principal, interest, fees, costs and expenses due to
         the Agent or the Bank under the Loan Agreement may be paid by the Agent
         by making an advance under the Revolving Loans or by debiting any
         account of the Borrower with the Agent.

Interest Rate Protection:
-------------------------

         Within 60 days after the Closing, the Borrower will be required to
         enter into and maintain interest rate protection arrangements on
         $66,500,000 of the Loans, which such arrangements shall be in form and
         substance reasonably satisfactory to the Agent and the Bank in all
         respects. All interest rate protection agreements will constitute
         security for the Loans.


<PAGE>

Mandatory
Prepayments:
------------

         The Borrower shall be required to make mandatory prepayments of the
         Loans as follows:

     (i) an amount equal to 100% of the net proceeds received by the Borrower
         from the sale or other disposition (including insurance proceeds
         resulting from a casualty) of all or any portion of its assets (subject
         to covenant limitations on asset sales), except for (x) sales of
         inventory in the ordinary course of business, (y) sales of assets not
         in the ordinary course of business in an aggregate amount in any fiscal
         year not to exceed an amount to be determined, provided that such sales
         are at fair market value, and (z) certain limited exceptions for
         reinvestment of insurance proceeds and replacement of obsolete
         equipment;

    (ii) 100% of the net proceeds received from the issuance of debt (excluding
         certain permitted debt and debt issued in connection with the
         Recapitalization Transactions) by the Borrower and 50% of the net
         proceeds received from the issuance of equity (excluding equity issued
         in connection with the Recapitalization Transactions and equity
         contributed by the Investor Group in connection with any permitted
         acquisition (it being acknowledged that the Loan Agreement will contain
         a basket for acquisitions that meet conditions to be agreed upon)),
         subject to exceptions to be agreed upon (including, without limitation,
         with respect to benefit and option plans) by the Borrower (in each case
         subject to covenant limitations); and

   (iii) 75% of excess cash flow of the Borrower, as determined based upon the
         annual audited financial statements of the Borrower. Step-downs in the
         percentage of excess cash flow recapture to be negotiated.

         Mandatory Prepayments shall be applied ratably (based on outstandings
         at the time of prepayment) to the outstanding installments of Term Loan
         A and Term Loan B, and with respect to each Term Loan, shall be applied
         to outstanding installments pro rata, provided that holders of Term
         Loan B shall have the right, until Term Loan A is paid in full, to
         reject any Mandatory Prepayment of Term Loan B (in which case such
         amounts will be applied to Term Loan A). Once the Term Loans are paid
         in full, Mandatory Prepayments shall be applied to Revolving Loans
         outstanding at such time, without any required reduction in commitment
         amount. Mandatory prepayments of Base Rate Loans shall be made without
         any premium or penalty. Mandatory prepayments of LIBOR Loans shall be
         made without premium or penalty but shall be accompanied by any
         "breakage" prepayment amount specified in the Loan Agreement.


<PAGE>


Voluntary
Prepayments:
------------

         The Borrower may prepay, in whole or in part, upon 5 days' prior
         written notice to the Bank, outstanding amounts under the Loans,
         provided that such prepayments shall be in an amount equal to $500,000
         or an integral multiple thereof. Additionally, the Borrower may, at its
         option, permanently reduce (without premium or penalty) the aggregate
         unutilized commitments under the Revolver in part (in minimum principal
         amounts to be agreed) or in whole. Any such reductions shall be applied
         to the Revolving Credit Commitments pro rata. Voluntary prepayments of
         Prime Rate Loans may be made without premium or penalty. Voluntary
         prepayments of LIBOR Loans shall be accompanied by any "breakage"
         prepayment amount specified in the Loan Agreement. Voluntary partial
         prepayments of the Term Loans shall be applied in the same manner as
         Mandatory Prepayments are applied.

Guaranties:
-----------

         All direct and indirect subsidiaries of the Borrower, now existing or
         hereafter acquired, will be required to guaranty the Loans and other
         obligations on a joint and several basis, provided, however, that no
         guaranty shall be required from a foreign subsidiary unless such
         foreign subsidiary has an election in effect under ss.1504(d) of the
         Internal Revenue Code of 1986, as amended.

Collateral:
-----------

         The Borrower Affiliated Group will provide the following security for
         the Loans pursuant to documentation reasonably satisfactory to the
         Agent and the Bank:

     1)  A perfected first-priority lien on and security interest in all
         property of the Borrower Affiliated Group, whether now owned or
         hereafter acquired, both tangible and intangible, and all proceeds
         thereof, including, without limitation, all accounts receivable,
         inventory, plant, machinery, equipment, general intangibles (including
         contract rights and all intellectual property such as trademarks,
         tradenames, service marks and patents) and fixtures, except for assets
         as to which the Agent shall have determined in its reasonable judgment
         that the costs of obtaining such a lien and security interest are
         excessive in relation to the value of the security to be afforded
         thereby. The Borrower shall agree (i) not to grant a lien in its motor
         vehicles to any other party, and (ii) not to enter into any agreement
         with any other party which prohibits the Borrower from granting a lien
         in its motor vehicles to the Agent.

     2)  A perfected first-priority mortgage or leasehold mortgage on and
         security interest in the fee or leasehold interest, as applicable, in
         each of the real properties owned or leased by the Borrower Affiliated
         Group including a perfected first priority assignment of all rents,
         issues and profits from such leased properties (such leased properties
         being referred to individually as a "Real Estate Collateral Property"
         and collectively as the "Real Estate Collateral Properties"). The
         holder of landlord's leasehold interest and any mortgagee of a fee
         interest in any of the leased facilities shall be required to recognize
         the leasehold interest of the applicable member of the Borrower
         Affiliated Group and the Agent's leasehold mortgage interest by
         documents reasonably


<PAGE>


         satisfactory to the Bank in form and substance. In addition, each lease
         shall be delivered to the Agent. With respect to any owned properties,
         the Agent reserves the right to require customary diligence and title
         insurance in the definitive loan documentation. Obligations of the
         Borrower under this paragraph shall require the Borrower to use its
         commercially reasonable efforts.

     3)  A perfected, first-priority pledge of the voting stock of each
         subsidiary of the Borrower (or to the extent such a pledge by the
         Borrower or any of its subsidiaries of a foreign subsidiary would
         create a United States "deemed dividend" withholding problem, then only
         65% of the stock of such foreign subsidiary will be required to be
         pledged).

         The Revolving Loan Facility and the Term Loan Facilities (including any
         interest rate protection arrangements) will be fully
         cross-collateralized and cross-defaulted.

         The Agent will require periodic field examinations of the collateral
         and examinations of the Borrower Affiliated Group at the Borrower's
         expense, provided that unless an event of default has occurred and is
         continuing, the Agent will not conduct more than one field examination
         in any fiscal year.

         The Agent shall have received full releases and/or terminations of any
         existing mortgages or other security interests held by any other party
         prior to Closing. The Agent shall also have received evidence of the
         completion of all necessary filings and recordings against all real and
         personal property of the Borrower Affiliated Group, including, without
         limitation, UCC-1 filings.

Initial Fee:
------------

         See attached Fee Letter.

Agent's Fee:
------------

         See attached Fee Letter.

Commitment
Fee :
-----

         With respect to the Revolving Loans, the Borrower shall pay to the
         Agent, for the ratable account of the Bank Group, a commitment fee
         calculated at the rate of 0.50% on the average daily amount, during
         each fiscal quarter or portion thereof from the Closing to the maturity
         of the Revolving Loans, by which the Revolving Credit Commitment then
         in effect exceeds the outstanding amount of Revolving Loans during such
         calendar quarter (the "Commitment Fee").


<PAGE>


Letter of
Credit Fees:
------------

         For each standby letter of credit, a per annum fee, payable in advance
         for the ratable account of the Bank Group at a per annum rate equal to
         the Applicable LIBOR Margin for Revolving Credit Loans, as determined
         by the pricing grid, multiplied by the face amount of such standby
         letter of credit. In addition, a fronting fee shall be payable in
         advance to the Issuer (as defined below), solely for its account, equal
         to 1/4% of the face amount of the applicable standby letter of credit.
         In addition, standard documentary processing and other fees shall be
         payable to the Issuer solely for its account when customarily charges
         by the Issuer.

         The Issuer shall be Fleet National Bank.

Financial
Covenants:
----------

         The following financial covenants of the Borrower Affiliated Group,
         with ratios to be determined, will be included in the Loan Agreement,
         in addition to other non-financial covenants, representations and
         warranties which are customarily included in a credit facility relating
         to transactions of this type:

         Maximum Total Funded Debt to EBITDA
         Minimum Fixed Charge Coverage Ratio
         Minimum EBITDA
         Minimum EBITDA to Interest Ratio

Additional
Covenants:
----------

         The Loan Agreement shall include such other covenants as are customary
         in the Agent's financing documents and transactions of this type,
         including, without limitation, limitations on: (i) the incurrence of
         additional indebtedness, (ii) liens other than those approved by the
         Bank Group, (iii) types and amounts of investments, (iv) stock
         redemptions or repurchases, dividends, distributions, management fees
         and other restricted payments to shareholders, (v) change of ownership
         or control, (vi) transactions with affiliates, and (vii) acquisitions,
         mergers, asset sales (other than sales of inventory in the ordinary
         course of business and other fair market value sales not to exceed,
         annually, an amount to be determined) and capital expenditures.

Financial
and other
Reporting:
----------

         The Borrower will provide the Bank Group with the following financial
         and other reports:

     1)  Within 90 days after the end of each fiscal year, annual audited
         financial statements prepared in accordance with GAAP and certified by
         a "Big-5" accounting firm for the Borrower Affiliated Group on a
         consolidated and consolidating basis.


<PAGE>


     2)  Within 45 days after the end of each fiscal quarter, quarterly
         unaudited financial statements prepared in accordance with GAAP
         (subject to year-end adjustments, none of which shall be materially
         adverse, and without footnotes) for the Borrower Affiliated Group on a
         consolidated and consolidating basis, along with a covenant compliance
         certificate prepared by management.

     3)  Within 30 days after the end of each fiscal month, monthly unaudited
         financial statements prepared in accordance with GAAP (subject to
         year-end adjustments, none of which shall be materially adverse, and
         without footnotes) for the Borrower Affiliated Group on a consolidated
         basis.

     4)  Within 15 days after the end of each fiscal month, a borrowing base
         certificate in form and substance satisfactory to the Agent.

     5)  On or before the first day of each fiscal year, pro-forma projections
         for the Borrower Affiliated Group for such fiscal year.

     6)  Within 90 days after the Closing, a consolidated and consolidating
         opening balance sheet of the Borrower Affiliated Group, dated as of the
         day of the Recapitalization Transactions (and after giving effect
         thereto), reflecting actual figures for the Borrower Affiliated Group
         after the consummation of the Recapitalization Transactions, prepared
         by the chief financial officer of the Borrower and reviewed by Deloitte
         and Touche. Such balance sheet shall not differ in any material respect
         from the pro-forma balance sheet furnished to the Agent and the Bank
         prior to Closing.

     7)  Other financial and non-financial information and reports regarding the
         business and assets of the Borrower Affiliated Group as may be
         reasonably required by the Agent or the Bank Group.

Insurance:
----------

         The Loan Documents shall provide for such insurance coverage as the
         Agent may reasonably require from time to time in amounts and from
         companies reasonably acceptable to the Agent. The policies shall
         contain the proper mortgagee, additional insured and loss payee
         clauses. All policies shall contain a provision requiring at least 30
         days' advance notice to the Agent before any policy cancellation or
         modification.

Cash
Management:
-----------

         The Borrower Affiliated Group shall have entered into reasonably
         satisfactory cash management arrangements with the Agent prior to
         Closing, including, without limitation, opening their primary operating
         accounts with the Agent. Such arrangements may include the opening of
         accounts by the Borrower with other institutions in locations where the
         Agent has no operations, provided that any such institution has
         provided a reasonably satisfactory agency agreement to the Agent.


<PAGE>


Events of
Default:
--------

         The Loan Agreement shall include customary events of default (subject
         to grace periods to be agreed), including, without limitation, defaults
         based upon late payment, misrepresentations, covenant breach,
         bankruptcy or insolvency, problems relating to ERISA, judgments, change
         of ownership or control and cross default provisions.

Voting
Rights:
-------

         Majority Banks for waivers and amendments--except waivers and
         amendments customarily requiring unanimous consent, including without
         limitation increases in any lender's loans or commitments, reductions
         in principal, interest rates or fees, postponement of any due date for
         scheduled payments of principal, interest or fees, extensions of any
         maturity date, release of any substantial part of the collateral, or
         change to the definition of Majority Banks, will require the consent of
         100% of the Bank Group. Majority Banks shall mean lenders holding at
         least 51% of the outstanding Loans and unused Commitments.

Other
Conditions
Precedent:
----------

         The Bank's obligations to perform under this letter are subject to
         additional customary conditions in transactions of this type, including
         without limitation, the following:

     1)  Receipt and review of the following financial statements (including
         notes thereto) of the Company: (i) a consolidated balance sheet as of
         December 31, 1999, which will be audited if the Closing occurs after
         March 1, 2000, (ii) a consolidated statement of operations and cash
         flows for the fiscal year ended December 31, 1999, which will be
         audited if the Closing occurs after March 1, 2000, (iii) pro forma
         unaudited statement of income and balance sheet for December 31, 1999.

     2)  A review of the assets of the Borrower Affiliated Group, and an
         examination to be completed by the Agent's field examiners, provided
         that the results of such examination shall not prevent the Closing or
         funding of the Loans.

     3)  Opening pro-forma balance sheet reflecting all of the transactions
         contemplated by the Facilities and the Recapitalization Transactions,
         prepared in accordance with GAAP and reviewed by the Borrower's
         accountant.

     4)  Reasonably satisfactory evidence that, after giving effect to the
         Recapitalization Transactions, the Borrower's pro forma EBITDA
         (excluding one-time transaction- related expenses) for the most
         recently available twelve month period, as determined in accordance
         with GAAP, is at least equal to $33,800,000. For purposes hereof,
         EBITDA is defined as operating income plus depreciation and
         amortization, and certain pro forma adjustments in accordance with
         Regulation S-X under the Securities Act of 1934.


<PAGE>


     5)  Reasonably satisfactory evidence that, after giving effect to the
         Recapitalization Transactions, the Borrower's pro forma leverage ratio
         calculated as of December 31, 1999 for the four consecutive fiscal
         quarters then ending, as determined in accordance with GAAP, does not
         exceed 5.20 to 1.0. For purposes hereof, the leverage ratio is the
         ratio of total consolidated debt to pro forma EBITDA.

     6)  All necessary waivers and/or consents to the Recapitalization
         Transactions and the Facilities and Collateral shall have been
         obtained.

     7)  Receipt of reasonably satisfactory evidence that each member of the
         Borrower Affiliated Group is solvent, and will be solvent after giving
         effect to the Facilities and the Recapitalization Transactions,
         including delivery of a solvency certificate by each member of the
         Borrower Affiliated Group.

     8)  No pending or threatened (in writing) materially adverse litigation
         against the Borrower Affiliated Group prior to Closing.

     9)  The Loan Agreement will contain representations and warranties of the
         Borrower (including, without limitation, representations and warranties
         relating to legal, tax and environmental matters), rates and charges,
         covenants of the Borrower Affiliated Group and events of default
         (which, in each case, must be reasonably satisfactory to the Agent and
         the Bank) which will permit the Agent or the Bank Group to accelerate
         the maturity of the debt and pursue its or their legal remedies under
         the loan documents if such events occur, and closing conditions,
         including delivery of legal opinions (corporate and real estate) of
         independent counsel to the Borrower Affiliated Group, each in form and
         substance reasonably satisfactory to the Agent.

     10) The Loan Agreement will contain provisions permitting the Bank Group to
         increase the fees or interest payable by the Borrower if governmental
         reserve requirements applicable to the Loans are increased or in
         connection with the Loans constituting a highly leveraged transaction.

     11) The receipt of the fees described in the Fee Letter and due on the
         closing date.

     12) Reasonably satisfactory corporate and capital structure, including a
         minimum cash equity contribution of $130,000,000 from the Investor
         Group on terms acceptable to the Agent and the Arranger and $40,000,000
         of subordinated debt from Fleet Corporate Finance, Inc. on terms
         reasonably satisfactory to the Agent. The Agent shall be reasonably
         satisfied in all respects with the documentation entered into in
         connection with the Recapitalization Transactions and no material
         conditions contained therein shall have been waived or amended without
         the consent of the Agent and the Bank, which consent will not be
         unreasonably withheld or delayed), and each of the Recapitalization
         Transactions (other than the Financing) shall have been consummated.


<PAGE>


Expenses:
---------

         The Borrower Affiliated Group shall reimburse the Agent, the Arranger
         and the Bank for all reasonable expenses incurred by the Agent, the
         Arranger and the Bank relating to the transactions contemplated herein
         (in connection with the closing, syndication, and administration of the
         Loans), including but not limited to, syndication expenses, and
         reasonable legal fees of a single law firm (and any necessary local
         counsel), appraisal fees and audit and exam fees, regardless of whether
         or not the financing contemplated herein is ultimately consummated.
         Such expenses will be payable at Closing or on such date as the Agent,
         the Arranger and the Bank determine in their commercially reasonable
         judgment, exercised in good faith, that the transaction referred to
         herein will not be consummated. Further, in consideration of the
         commitment contained herein, you agree to pay to the Agent and the
         Arranger the fees described in the attached fee letter (the "Fee
         Letter") on the dates and in the amounts provided therein and on the
         terms provided therein.

         Indemnification:
         ----------------

         The Borrower Affiliated Group will indemnify and hold the Agent, the
         Arranger, the Bank, our respective affiliates and our respective
         shareholders, directors, agents, officers, and subsidiaries harmless
         from and against any and all damages, losses, settlement payments,
         obligations, liabilities, claims, actions or causes of action, and
         reasonable costs and expenses actually incurred, suffered, sustained or
         required to be paid by an indemnified party by reason of or resulting
         from the transactions contemplated hereby or which otherwise arise in
         connection with the financing, unless directly caused by the gross
         negligence or willful misconduct of the Agent, the Arranger or the
         Bank, as applicable. In litigation, or the preparation therefor, the
         Bank, the Agent and the Arranger shall be entitled to select their own
         counsel, and, in addition to the foregoing indemnity, you agree to pay
         promptly the reasonable fees and expenses of such counsel. The Loan
         Agreement shall contain similar indemnification provisions which shall
         survive the termination of the Loan Agreement.

Governing Law:
--------------

         State of New York.

         Confidentiality:
         ----------------

         You agree that this letter is for your confidential use only and that
         it will not be disclosed by you to any person (included any lender
         bidding for the financing contemplated by this letter) other than (i)
         any of your employees, officers, directors, partners, accountants,
         attorneys, and other advisors, (ii) the Borrower, its board of
         directors (and any committee thereof), employees, officers,
         accountants, attorneys (including any advisors for its board of
         directors or any committee thereof) and other professional advisors and
         (iii) each member of the Investor Group and their respective advisors,
         and then in each case only in connection with the transactions
         contemplated hereby and on a confidential basis, except (a) upon the
         order of any court or administrative agency, (b) upon the request or
         demand of any regulatory agency or


<PAGE>


         authority, (c) to the extent that such information has been publicly
         disclosed, other than as a result of a disclosure by either because the
         information became available to you on a non-confidential basis or is
         generally available to the public, or (d) otherwise as required by law
         or any rules of any applicable stock exchange.

                  If the foregoing terms and conditions are satisfactory to you,
         please sign the enclosed copy of this letter and the related Fee Letter
         and return them to our attention at the Bank no later than 5:00 p.m. on
         December 23, 1999. Failure to return the signed copy of this letter and
         the Fee Letter by that date will result in termination of the offer of
         financing contained herein. This letter, once signed by all the parties
         hereto, shall supersede all of our prior discussions with and writings
         to you regarding the subject of this letter. This commitment shall
         expire if the Facilities are not closed by May 1, 2000.

                  Parthenon shall be automatically released from all of its
         obligations and liabilities under this letter upon the consummation of
         the Merger, the payment of all fees and other amounts owing at Closing
         to the Arranger, the Agent and the Bank and the making of the initial
         borrowing under the Facilities.


<PAGE>


                  We appreciate the opportunity to provide this financing, and
         we look forward to working with you.

         Very truly yours,

         FLEET NATIONAL BANK


         By: /s/ Timothy G. Clifford
            --------------------------------
                 Timothy G. Clifford
         Title:  Director



         FLEETBOSTON ROBERTSON STEPHENS INC.


         By: /s/ Christopher R. Carmosino
            --------------------------------
                 Christopher R. Carmosino
         Title:  Managing Director



Accepted and agreed to this 22nd day of December, 1999:


PARTHENON INVESTORS L.P.


By:  /s/ Bruce MacRae
     -------------------
Title:   Partner