CHASE CAPITAL PARTNERS
                         380 Madison Avenue, 12th Floor
                               New York, NY 10017


                                        December 22, 1999


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

Ladies and Gentlemen:

         Chase Capital Partners (together with one or more of its affiliated
investment funds, "CCP") 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).

         Pursuant to the merger agreement substantially in the form attached
hereto (the "Merger Agreement") you will provide an aggregate of $235 million of
consideration (the "Aggregate Consideration") 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 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:


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                                                  (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

         a.       Commitment. CCP hereby commits to providing a portion of the
                  common and preferred stock components of the Aggregate
                  Consideration through the purchase of up to $40__million of
                  newly issued shares of Preferred Stock and newly issued shares
                  of Merger Sub's Common Stock, representing approximately 26.5%
                  and 29.9% of the common and preferred equity to be outstanding
                  immediately following the closing of the transaction. After
                  the Merger, except for an employee option plan pursuant to
                  which options to acquire up to 5% of the outstanding shares of
                  common stock of the Company will be outstanding or available
                  for grant, there will be no outstanding options, warrants or
                  other rights exercisable for or securities convertible into or
                  exchangeable for common stock of the Company. CCP's commitment
                  is subject to the following conditions.

                  i.       The New Equity Investors (the "Investors") referred
                           to 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;

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

                  iii.     The execution and delivery of mutually acceptable
                           Purchase Agreements for the Common Stock and
                           Preferred Stock between you and the Investors,
                           containing standard representations, warranties and
                           covenants; and


<PAGE>


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

         b.       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 CCP and its counsel may
                  reasonably request and containing such terms and conditions as
                  CCP shall reasonably approve (collectively, the "Financing
                  Documents"), correct and complete copies of which you have
                  delivered to us. Prior to the Closing Date, the Financing
                  Documents may not be amended, supplemented, restated or
                  terminated and no condition, covenant or other provision
                  contained in the Financing Documents may be waived without
                  CCP'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 (or between the
                  Investors or with management) will be delivered to CCP
                  promptly. CCP 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 (or
                  between the Investors or with management).

         c.       Closing Conditions. In addition to the matters referred to in
                  paragraphs 1 and 2, CCP'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 CCP and the merger shall be consummated
                  immediately following CCP's purchase of your stock.

         d.       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


<PAGE>


                  respect to the Merger and the related financing transactions
                  and not to make any such filing to which CCP is a party
                  without CCP's prior consent or to which Merger Sub is a party
                  without prior consultation with CCP. CCP 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 CCP is a filing or reporting person.

         e.       No Solicitation. Without CCP'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 and Parthenon Capital will not and will not permit any of
                  their respective 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
                  CCP or its affiliates or persons who you have referred to CCP
                  or its affiliates and whom have been approved by CCP) 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 CCP in
                  accordance with its terms.

         f.       Fees and Expenses.

                  i.       If Merger Sub receives any payment pursuant to
                           Section__7.5 of the Merger


<PAGE>


                           Agreement, it will promptly (a)__pay to CCP 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 CCP for all of its
                           out-of-pocket expenses (including all fees and
                           expenses of counsel, accountants, investment bankers,
                           experts and consultants to CCP) incurred by CCP or on
                           its behalf in connection with or related to the
                           authorization, preparation, negotiation, execution
                           and performance of this letter and the
                           administration, enforcement, amendment, modification
                           or waiver hereof, 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 Holdings or 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 Preferred
                           Stock to be purchased by such person pursuant to the
                           applicable Equity Financing Commitment divided by
                           (b)__the aggregate number of shares of Preferred
                           Stock to be purchased by all persons providing Equity
                           Financing Commitments. Upon the consummation of the
                           Merger, Merger Sub shall reimburse CCP and its
                           affiliates for all reasonable out-of-pocket expenses
                           (including but not limited to expenses of CCP'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.

                  ii.      In addition to the commitment set forth in paragraph
                           1 hereof, CCP hereby commits to provide an equity
                           investment in Merger Sub in an amount equal to its
                           Pro Rata Portion, not to exceed $307,700, 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.


<PAGE>


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

         h.       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.

         i.       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 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.

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


<PAGE>


         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 CCP 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 CCP 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,


                                        CHASE CAPITAL PARTNERS





                                        By:  /s/ Christopher C. Behrens
                                             ---------------------------
                                             Title: General Partner



Agreed to and Accepted on this

22nd day of December, 1999.


WM ACQUISITION, INC.


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