THE CHASE MANHATTAN BANK, AS TRUSTEE
                           FOR FIRST PLAZA GROUP TRUST
                               4 Metro Tech Center
                               Brooklyn, NY 10017



                                        December 22, 1999



WM ACQUISITION, INC.
c/o Parthenon Capital
200 State Street
Boston, Massachusetts  02109
Attention: John Rutherford
Facsimile:  (617) 478-7010

Ladies and Gentlemen:

         The Chase Manhattan Bank, as Trustee for First Plaza Group Trust
(together with one or more of its affiliated investment funds, the "Fund") is
pleased to offer this commitment to purchase your securities for the purpose of
effecting a recapitalization of WILMAR INDUSTRIES, INC., a New Jersey
corporation (the "Company"), pursuant to a Merger (the "Merger") of WM
ACQUISITION, INC., a New Jersey corporation ("Merger Sub") into the Company.
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Merger Agreement (as defined below).

         We understand that you have made a proposal to enter into a merger
agreement substantially in the form attached hereto (the "Merger Agreement")
whereby an aggregate of $235 million of consideration (the "Aggregate
Consideration") would be provided to the Company's stockholders based on an
offer price of $18.25 per share. The Aggregate Consideration includes all
amounts necessary to cash out or repay all outstanding shares of preferred
stock, common stock, warrants and options, except for the rollover of
approximately $3 million of stock by the Company's founder. Management of the
Company will invest in common stock and preferred stock of Merger Sub in a cash
or exchange transaction. We understand that


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the total amount needed to fund the Merger, including the payment of related
fees and expenses of Merger Sub, and refinancing the Company's outstanding
indebtedness, and to provide working capital availability will be approximately
$324.1 million, which is expected to be provided as set forth below:



                                             (in millions)

Senior Secured Credit Facility                              $150.0

Senior Subordinated Notes                                     40.0

Redeemable Preferred Stock                                   133.0

Common Stock                                                   1.1

                                   Total                    $324.1

         1.       Commitment. The Fund hereby commits to providing a portion of
                  the common and preferred stock components of the Aggregate
                  Consideration through the purchase of up to $25 million of
                  newly issued shares of Preferred Stock and newly issued shares
                  of Merger Sub's Common Stock, representing approximately
                  16.55% and 18.67% of the common and preferred equity to be
                  outstanding immediately following the closing of the
                  transaction. The Fund's commitment is subject to the following
                  conditions:

                  a.       The New Equity Investors (the "Investors") in
                           Schedule A shall have fully funded their commitments
                           as set forth therein and, following the Merger, the
                           capitalization of the Company shall be as set forth
                           in Schedule A;

                  b.       The terms of the Preferred Stock shall be consistent
                           with the attached Preferred Stock Term Sheet and
                           shall be in form reasonably acceptable to the Fund;

                  c.       The execution and delivery of mutually acceptable
                           Purchase Agreements for the Common Stock and
                           Preferred Stock between you and the Investors,


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                           containing standard representations, warranties and
                           covenants; and

                  d.       The execution and delivery of a mutually acceptable
                           Shareholders Agreement consistent with the attached
                           Wilmar Shareholders' Agreement Term Sheet.

         2.       Merger Documentation. Merger Sub and the Company will execute
                  or cause to be executed and delivered on or before the Closing
                  Date referred to in paragraph 8 hereof, all necessary
                  documentation, including forms of securities, the Merger
                  Agreement, the Debt Financing Commitments, the other Equity
                  Financing Commitments, and the other agreements, documents,
                  instruments, certificates and assurances from Merger Sub, the
                  Company and such other persons as the Fund and its counsel may
                  reasonably request and containing such terms and conditions as
                  the Fund shall reasonably approve (collectively, the
                  "Financing Documents"). Prior to the Closing Date, the
                  Financing Documents may not be amended, supplemented, restated
                  or terminated and no waiver of any condition contained in the
                  Financing Documents may be waived without the Fund's consent,
                  which shall not be unreasonably withheld. Copies of all of the
                  Financing Documents and other documents to which Merger Sub
                  is, or the Company will be, a party will be delivered to the
                  Fund promptly. The Fund and its counsel shall be entitled to
                  review and comment on all future Financing Documents and other
                  documents to which Merger Sub is, or the Company will be, a
                  party.

         3.       Closing Conditions. In addition to the matters referred to in
                  paragraphs 1 and 2, the Fund's obligations to consummate this
                  commitment shall be subject to the conditions that Merger Sub
                  shall have entered into the Merger Agreement, all conditions
                  precedent to the closing of the transactions contemplated by
                  the Merger Agreement shall have been satisfied or waived to
                  the satisfaction of the Fund and the merger shall be
                  consummated immediately following the Fund's purchase of your
                  stock.

         4.       Filings. Merger Sub agrees to provide copies of all filings to
                  be made with and notices to be given by Merger Sub or the
                  Company to any governmental or regulatory authority prior to
                  making such filing or providing such notice with respect to
                  the Merger and the related financing transactions and not to
                  make any


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                  such filing to which the Fund is a party without the Fund's
                  prior consent or to which Merger Sub is a party without prior
                  consultation with the Fund. The Fund and Merger Sub agree to
                  jointly prepare, and cooperate with each other with respect
                  to, any and all governmental or regulatory filings to which
                  Merger Sub or the Fund is a filing or reporting person.

         5.       No Solicitation. Without the Fund's prior consent, until the
                  closing of the transactions contemplated hereby or the date
                  referred to in Section 7.1(b) of the Merger Agreement, Merger
                  Sub will not and will not authorize any of its affiliates (or
                  authorize or permit any of their respective representatives)
                  to take, directly or indirectly, any action to initiate,
                  assist, solicit, receive, negotiate, encourage or accept any
                  offer or inquiry from any person (other than persons from
                  which financing is arranged by the Fund or its affiliates or
                  persons who you have referred to the Fund or its affiliates
                  and whom have been approved by the Fund) to (a) provide any
                  debt or equity financing other than as contemplated by the
                  Debt Financing Commitments and the Equity Financing
                  Commitments (collectively, a "Financing") or purchase all or
                  substantially all of the assets or any capital stock of Merger
                  Sub or the Company (whether through a purchase of stock,
                  merger, asset sale or related transaction) (a "Sale of the
                  Company"), (b) reach any agreement or understanding (whether
                  or not such agreement or understanding is absolute, revocable,
                  contingent or conditional) for, or otherwise attempt to
                  consummate, any Financing or Sale of the Company or (c)
                  furnish or cause to be furnished any information with respect
                  to Merger Sub, the Company or any of their respective
                  affiliates to any person (other than as contemplated by this
                  letter) who you, or any of your representatives, know or have
                  reason to believe is in the process of considering any
                  Financing or Sale of the Company. The obligations under this
                  paragraph shall terminate and be of no further force and
                  effect in the event that this letter is terminated by the Fund
                  in accordance with its terms.

         6.       Fees and Expenses. (a) If Merger Sub receives any payment
                  pursuant to Section 7.5 of the Merger Agreement, it will
                  promptly (a) pay to the Fund its Pro Rata Portion of the
                  difference between any Termination Amount and the portion of
                  the Termination Amount payable to PaineWebber Incorporated and
                  (b) pay or reimburse the Fund for all of its out-of-pocket
                  expenses (including all fees and expenses of counsel,
                  accountants, investment bankers, experts and consultants to
                  the Fund) incurred by the Fund or on its behalf in connection
                  with or related to the authorization, preparation,
                  negotiation, execution and performance of this letter,


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                  the preparation, printing, filing and mailing of the Proxy
                  Statement, the solicitation of stockholder approvals and all
                  other matters related to the closing of the transactions
                  contemplated hereby (the "Expenses"); provided that to the
                  extent that the aggregate amount of Expenses to be paid or
                  reimbursed to the parties to the Equity Financing Commitments
                  exceeds the maximum amount paid to Merger Sub, then each such
                  person will be entitled to receive its Pro Rata Portion of
                  such maximum amount. For purposes hereof, "Pro Rata Portion"
                  shall mean, with respect to any person signing an Equity
                  Financing Commitment simultaneously herewith, (a) the number
                  of shares of Senior Preferred Stock to be purchased by such
                  person pursuant to the applicable Equity Financing Commitment
                  divided by (b) the aggregate number of shares of Senior
                  Preferred Stock to be purchased by all such persons. Upon the
                  consummation of the Merger, Merger Sub shall reimburse the
                  Fund and its affiliates for all reasonable out-of-pocket
                  expenses (including but not limited to expenses of the Fund's
                  due diligence investigation, consultants' fees, travel
                  expenses and reasonable fees, disbursements and other charges
                  of counsel), in each case incurred in connection with this
                  letter, the Merger, the transactions contemplated hereby and
                  thereby and any related documentation and the administration,
                  enforcement, amendment, modification or waiver hereof and
                  thereof.

                           (b) In addition to the commitment set forth in
                  Paragraph 1 hereof, the Fund hereby commits to provide an
                  equity investment in Merger Sub in an amount equal to its Pro
                  Rata Portion, not to exceed $192,300, of any amount required
                  by Merger Sub to satisfy its obligation to pay the Expenses of
                  the Company pursuant to Section 7.5(d) of the Merger
                  Agreement.

         7.       Expiration Date. The commitment set forth herein shall expire
                  automatically, unless accepted in writing by you before 5:00
                  p.m. (EDT) on December 23, 1999.

         8.       Closing Date. The commitment to purchase Common Stock and
                  Preferred Stock herein, as so accepted by you, shall expire if
                  the Merger is not closed on or before June 30, 2000.

         9.       Confidentiality. This letter is delivered to you on the
                  understanding that neither the existence of this letter nor
                  any of its terms or substance shall be publicly


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                  disclosed, directly or indirectly, except (a) as may be
                  compelled to be disclosed in a judicial or administrative
                  proceeding or as otherwise required by law, (b) on a
                  confidential and "need-to-know" basis, to your officers,
                  directors, employees, agents, financing sources and advisors
                  who are directly involved in the consideration of this matter
                  and (c) on a confidential basis to the Company and its
                  advisors and agents in connection with the Merger.

         10.      No Assignment. The commitment evidenced by this letter shall
                  not be assignable by you without the Fund's prior written
                  consent, and the granting of such consent in a given instance
                  shall be solely in the discretion of the Fund, and, if
                  granted, shall not constitute a waiver of this requirement as
                  to any subsequent assignment.


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                  If the foregoing is acceptable to you, please sign and return
a copy of this letter not later than the expiration date described in paragraph
8, whereupon this letter will constitute the commitment of the Fund to provide
the aforementioned financing subject to the terms and conditions hereof. This
letter supersedes any prior agreements relating to the subject matter hereof,
including the letter, dated December 21, 1999, from the Fund to you, which is of
no force and effect. This letter shall be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflicts of law.


                                        Very truly yours,


                                        THE CHASE MANHATTAN BANK, AS TRUSTEE
                                        FOR FIRST PLAZA GROUP TRUST


                                        By:  /s/ Norma J. Duckson
                                             -------------------------------
                                            Title: Vice President



Agreed to and Accepted on this

22nd day of December, 1999.



WM ACQUISITION, INC.



By: /s/ Drew Sawyer
    ---------------------
    Title: Vice President