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                                                                   EXHIBIT 10.24
                                                                   
                             PARENT PLEDGE AGREEMENT

      This PARENT PLEDGE AGREEMENT (as amended, supplemented, amended and
restated or otherwise modified from time to time, this "Pledge Agreement"),
dated as of March 14, 1997, is made by PROSOURCE, INC., a Delaware corporation
(the "Pledgor"), in favor of THE BANK OF NOVA SCOTIA, as administrative agent
(together with any successor(s) thereto in such capacity, the "Administrative
Agent") for each of the Secured Parties.


                              W I T N E S S E T H:

      WHEREAS, pursuant to a Credit Agreement, dated as of March 14, 1997 (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Credit Agreement"), among ProSource Services Corporation, a Delaware
corporation (the "Borrower"), the various financial institutions as are, or may
from time to time become, parties thereto (each, individually, a "Lender", and
collectively, the "Lenders") and the Administrative Agent, the Lenders and the
Issuer have extended Commitments to make Credit Extensions to the Borrower;

      WHEREAS, as a condition precedent to the making of the Credit Extensions
(including the initial Credit Extension) under the Credit Agreement, the Pledgor
is required to execute and deliver this Pledge Agreement;

      WHEREAS, the Pledgor has duly authorized the execution, delivery and
performance of this Pledge Agreement; and

      WHEREAS, it is in the best interests of the Pledgor to execute this Pledge
Agreement inasmuch as the Pledgor will derive substantial direct and indirect
benefits from the Credit Extensions made from time to time to the Borrower by
the Lenders and the Issuer pursuant to the Credit Agreement;
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      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to induce the Lenders
and the Issuer to make Credit Extensions (including the initial Credit
Extension) to the Borrower pursuant to the Credit Agreement, the Pledgor agrees,
for the benefit of each Secured Party, as follows:


                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Pledge Agreement, including its preamble and
recitals, shall have the following meanings (such definitions to be equally
applicable to the singular and plural forms thereof):

      "Administrative Agent" is defined in the preamble.

      "Borrower" is defined in the first recital.

      "Collateral" is defined in Section 2.1.

      "Credit Agreement" is defined in the first recital.

      "Distributions" means all stock dividends, liquidating dividends, shares
of stock resulting from (or in connection with the exercise of) stock splits,
reclassifications, warrants, options, non-cash dividends, mergers,
consolidations, and all other distributions (whether similar or dissimilar to
the foregoing) on or with respect to any Pledged Shares or other shares of
Capital Stock constituting Collateral, but shall not include Dividends.

      "Dividends" means cash dividends and cash distributions with respect to
any Pledged Shares or other Pledged Property made in the ordinary course of
business and not a liquidating dividend.

      "Lender" and "Lenders" are defined in the first recital.

      "Pledge Agreement" is defined in the preamble.


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      "Pledged Property" means all Pledged Shares, and all other pledged shares
of Capital Stock or promissory notes, all other securities, all assignments of
any amounts due or to become due, all other instruments which are now being
delivered by the Pledgor to the Administrative Agent or are from time to time
hereafter required to be delivered by the Pledgor to the Administrative Agent
for the purpose of pledge under this Pledge Agreement or any other Loan
Document, and all proceeds of any of the foregoing.

      "Pledged Share Issuer" means each Person identified in Item B of
Attachment 1 hereto as the issuer of the Pledged Shares identified opposite the
name of such Person.

      "Pledged Shares" means all shares of Capital Stock of any Pledged Share
Issuer which are delivered or required to be delivered by the Pledgor to the
Administrative Agent as Pledged Property hereunder.

      "Pledgor" is defined in the preamble.

      "Secured Obligations" is defined in Section 2.2.

      "Securities Act" is defined in Section 6.2.

      "U.C.C." means the Uniform Commercial Code, as in effect from time to time
in the State of New York.

      SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined herein
or the context otherwise requires, terms used in this Pledge Agreement,
including its preamble and recitals, have the meanings provided in the Credit
Agreement.

      SECTION 1.3. U.C.C. Definitions. Unless otherwise defined herein or in the
Credit Agreement or the context otherwise requires, terms for which meanings are
provided in the U.C.C. are used in this Pledge Agreement, including its preamble
and recitals, with such meanings.


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                                   ARTICLE II

                                     PLEDGE

      SECTION 2.1. Grant of Security Interest. The Pledgor hereby pledges,
hypothecates, collaterally assigns, and mortgages in favor of the Administrative
Agent, for its benefit and the ratable benefit of each of the Secured Parties,
and hereby grants to the Administrative Agent, for its benefit and the ratable
benefit of the Secured Parties, a continuing security interest in, all of the
following property (the "Collateral"):

            (a) all issued and outstanding shares of Capital Stock of each
      Pledged Share Issuer identified in Item B of Attachment 1 hereto;

            (b)  all other Pledged Shares issued from time to time;

            (c) all other Pledged Property, whether now or hereafter delivered
      to the Administrative Agent in connection with this Pledge Agreement;

            (d) all Dividends, Distributions, and other payments and rights with
      respect to any Pledged Property; and

            (e)  all proceeds of any of the foregoing.

      SECTION 2.2. Security for Obligations. This Pledge Agreement secures the
payment in full of all Obligations of the Borrower now or hereafter existing
under the Credit Agreement, the Notes and each other Loan Document to which the
Borrower is or may become a party, whether for principal, interest, costs, fees,
expenses, or otherwise, and all obligations of the Pledgor and each other
Obligor whether now or hereafter existing under this Pledge Agreement and each
other Loan Document to which the Pledgor or such other Obligor is or may become
a party (all such obligations of the Borrower, the Pledgor and such other
Obligor being the "Secured Obligations").

      SECTION 2.3. Delivery of Pledged Property. All certificates or instruments
representing or evidencing any Collateral, including all Pledged Shares shall be
delivered to and held by or on behalf of the Administrative Agent pursuant


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hereto, shall be in suitable form for transfer by delivery, and shall be
accompanied by all necessary instruments of transfer or assignment, duly
executed in blank.

      SECTION 2.4. Dividends on Pledged Shares. In the event that any Dividend
or liquidating dividend is permitted to be paid (in accordance with Section
7.2.6 of the Credit Agreement) on any Pledged Share, such Dividend, liquidating
dividend or payment may be paid directly to the Pledgor. If any Dividend,
liquidating dividend or payment is paid in contravention of Section 7.2.6 of the
Credit Agreement, the Pledgor shall hold the same segregated and in trust for
the Administrative Agent (in accordance with Section 4.1.4 hereof) to be applied
to the Secured Obligations in accordance with Section 6.4.

      SECTION 2.5. Continuing Security Interest; Transfer of Note. This Pledge
Agreement shall create a continuing security interest in the Collateral and
shall

            (a) remain in full force and effect until payment in full in
      immediately available funds of all Secured Obligations, the termination or
      expiration of all Letters of Credit and the termination of all
      Commitments,

            (b) be binding upon the Pledgor and its successors, transferees and
      assigns, and

            (c) inure, together with the rights and remedies of the
      Administrative Agent hereunder, to the benefit of the Administrative Agent
      and each other Secured Party.

Without limiting the foregoing clause (c), any Lender may assign or otherwise
transfer (in whole or in part) any Note or Loan held by it to any other Person
or entity, and such other Person or entity shall thereupon become vested with
all the rights and benefits in respect thereof granted to such Lender under any
Loan Document (including this Pledge Agreement) or otherwise, subject, however,
to any contrary provisions in such assignment or transfer, and to the provisions
of Section 10.11 and Article IX of the Credit Agreement. Upon (i) the sale,
transfer or other disposition of Collateral in accordance with the Credit
Agreement or (ii) the payment in full of all Secured Obligations, the
termination or expiration of all Letters of Credit and the


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termination of all Commitments, the security interests granted herein shall
automatically terminate with respect to (x) such Collateral (in the case of
clause (i)) or (y) all Collateral (in the case of clause (ii)). Upon any such
sale, transfer, disposition or termination, the Administrative Agent will, at
the Pledgor's sole expense, deliver to the Pledgor, without any representations,
warranties or recourse of any kind whatsoever, all certificates and instruments
representing or evidencing all Pledged Shares, together with all other
Collateral held by the Administrative Agent hereunder, and execute and deliver
to the Pledgor such documents as the Pledgor shall reasonably request to
evidence such termination.

      SECTION 2.6. Security Interest Absolute. All rights of the Administrative
Agent and the security interests granted to the Administrative Agent hereunder,
and all obligations of the Pledgor hereunder, shall be absolute and
unconditional, irrespective of

            (a) any lack of validity or enforceability of the Credit Agreement,
      any Note or any other Loan Document,

            (b) the failure of any Secured Party or any holder of any Note

                  (i) to assert any claim or demand or to enforce any right or
            remedy against the Borrower, any other Obligor or any other Person
            under the provisions of the Credit Agreement, any Note, any other
            Loan Document or otherwise, or

                  (ii) to exercise any right or remedy against any other
            guarantor of, or collateral securing, any Secured Obligations,

            (c) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Secured Obligations or any other
      extension, compromise or renewal of any Secured Obligation,

            (d) any reduction, limitation, impairment or termination of any
      Secured Obligations for any reason, including any claim of waiver,
      release, surrender,


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      alteration or compromise, and shall not be subject to (and the Pledgor
      hereby waives any right to or claim of) any defense or setoff,
      counterclaim, recoupment or termination whatsoever by reason of the
      invalidity, illegality, nongenuineness, irregularity, compromise,
      unenforceability of, or any other event or occurrence affecting, any
      Secured Obligations or otherwise,

            (e) any amendment to, rescission, waiver, or other modification of,
      or any consent to departure from, any of the terms of the Credit
      Agreement, any Note or any other Loan Document,

            (f) any addition, exchange, release, surrender or non-perfection of
      any collateral (including the Collateral), or any amendment to or waiver
      or release of or addition to or consent to departure from any guaranty,
      for any of the Secured Obligations, or

            (g) any other circumstances which might otherwise constitute a
      defense available to, or a legal or equitable discharge of, the Pledgor,
      the Borrower, any other Obligor, any surety or any guarantor.

      SECTION 2.7. Postponement of Subrogation, etc. The Pledgor will not
exercise any rights which it may acquire by reason of any payment made
hereunder, whether by way of subrogation, reimbursement or otherwise, until the
prior payment, in full and in immediately available funds, of all Secured
Obligations, the termination or expiration of all Letters of Credit and the
termination of all Commitments. Any amount paid to the Pledgor on account of any
payment made utilizing any Collateral or proceeds thereof prior to the payment
in full of all Secured Obligations shall be held in trust for the benefit of the
Secured Parties and each holder of a Note and shall immediately be paid to the
Administrative Agent and applied against the Secured Obligations, whether
matured or unmatured, in accordance with Section 6.4; provided, however, that if

            (a) the Pledgor has made payment to the Secured Parties and each
      holder of a Note of all or any part of the Secured Obligations, and


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            (b) all Secured Obligations have been paid in full, all Letters of
      Credit have been terminated or expired and all Commitments have been
      terminated,

each Secured Party and each holder of a Note agrees that, at the Pledgor's
request, the Secured Parties and the holders of the Notes will execute and
deliver to the Pledgor appropriate documents (without recourse and without
representation or warranty) necessary to evidence the transfer by subrogation to
the Pledgor of an interest in the Secured Obligations resulting from such
payment by the Pledgor. In furtherance of the foregoing, for so long as any
Secured Obligations, Letters of Credit or Commitments remain outstanding, the
Pledgor shall refrain from taking any action or commencing any proceeding
against the Borrower or any other Obligor (or its successors or assigns, whether
in connection with a bankruptcy proceeding or otherwise) to recover any amounts
in respect of payments made utilizing Collateral or any proceeds thereof to the
Administrative Agent.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      SECTION 3.1. Representations and Warranties, etc. The Pledgor represents
and warrants to each Secured Party, as at the date of each pledge and delivery
hereunder (including each pledge and delivery of Pledged Shares and each pledge
and delivery of a Pledged Note) by the Pledgor to the Administrative Agent of
any Collateral, that the representations and warranties contained in the Parent
Guaranty and in Article VI of the Credit Agreement insofar as the
representations and warranties contained therein are applicable to the Pledgor
and its properties are true and correct in all material respects, each such
representation and warranty set forth therein (insofar as applicable as
aforesaid) and all other terms of the Credit Agreement to which reference is
made therein, together with all related definitions and ancillary provisions,
being hereby incorporated into this Pledge Agreement by reference as though
specifically set forth in this Article III.


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      SECTION 3.1.1. Ownership, No Liens, etc. The Pledgor is the legal and
beneficial owner of, and has good and marketable title to (and has full right
and authority to pledge and assign) such Collateral, free and clear of all
liens, security interests, options, or other charges or encumbrances, except any
lien or security interest granted pursuant hereto in favor of the Administrative
Agent and Liens of the type permitted to exist under Section 7.2.3 of the Credit
Agreement.

      SECTION 3.1.2. Valid Security Interest. The delivery of Collateral to the
Administrative Agent is effective to create a valid, perfected, first priority
security interest (subject to Liens permitted to exist under Section 7.2.3 of
the Credit Agreement) in such Collateral and all proceeds thereof, securing the
Secured Obligations. Possession by the Administrative Agent of the Collateral is
the only action necessary to perfect or protect such security interest in the
Collateral subject to Section 9-306 of the U.C.C.

      SECTION 3.1.3. As to Pledged Shares. In the case of any Pledged Shares
constituting such Collateral, all of such Pledged Shares are duly authorized and
validly issued, fully paid, and non-assessable, and constitute all of the issued
and outstanding shares of Capital Stock of each Pledged Share Issuer. The
Pledgor has no Subsidiaries other than the Pledged Share Issuers.

      SECTION 3.1.4. Authorization, Approval, etc. No authorization, approval,
or other action by, and no notice to or filing with, any governmental authority,
regulatory body or any other Person is required either

            (a) for the pledge by the Pledgor of any Collateral pursuant to this
      Pledge Agreement or for the execution, delivery, and performance (other
      than filings required (i) with respect to non-stock Distributions and (ii)
      under Section 9-306 the U.C.C. with respect to proceeds of Collateral) of
      this Pledge Agreement by the Pledgor, or

            (b) for the exercise by the Administrative Agent of the voting or
      other rights provided for in this Pledge Agreement, or, except with
      respect to any Pledged Shares, as may be required in connection with a
      disposition of such Pledged Shares by laws affecting the offering and sale
      of


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      securities generally, the remedies in respect of the Collateral pursuant
      to this Pledge Agreement.

      SECTION 3.1.5. Compliance with Laws. The Pledgor is in compliance with the
requirements of all applicable laws (including the provisions of the Fair Labor
Standards Act), rules, regulations and orders of every governmental authority,
the non-compliance with which could reasonably be expected to have a Material
Adverse Effect or which could reasonably be expected to materially adversely
affect the value of the Collateral or the worth of the Collateral as collateral
security.

                                   ARTICLE IV

                                    COVENANTS

      SECTION 4.1. Certain Covenants. The Pledgor covenants and agrees that, so
long as any portion of the Secured Obligations shall remain unpaid, any Letters
of Credit shall be outstanding or any Secured Party shall have any outstanding
Commitment, the Pledgor will, unless the Required Lenders shall otherwise
consent in writing, perform, comply with and be bound by (a) all of the
agreements, covenants and obligations contained in the Parent Guaranty, each
such agreement, covenant and obligation contained in the Parent Guaranty and all
other terms of the Parent Guaranty to which reference is made herein, together
with all related definitions and ancillary provisions, being hereby incorporated
into this Pledge Agreement by reference as though specifically set forth in this
Section and (b) the obligations set forth in this Section.

      SECTION 4.1.1. Protect Collateral; Further Assurances, etc. The Pledgor
will not sell, assign, transfer, pledge, or encumber in any other manner the
Collateral (other than Liens permitted to exist under Section 7.2.3 of the
Credit Agreement). The Pledgor will warrant and defend the right and title
herein granted to the Administrative Agent in and to the Collateral (and all
right, title, and interest represented by the Collateral) against the claims and
demands of all Persons whomsoever (other than holders of Liens permitted to
exist under Section 7.2.3 of the Credit Agreement). The Pledgor agrees that at
any time, and from time to time, at the expense of the Pledgor, the Pledgor will
promptly


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execute and deliver all further instruments, and take all further action, that
may be necessary or that the Administrative Agent may reasonably request, in
order to perfect and protect any security interest granted or purported to be
granted hereby or to enable the Administrative Agent to exercise and enforce its
rights and remedies hereunder with respect to any Collateral.

      SECTION 4.1.2. Stock Powers, etc. The Pledgor agrees that all Pledged
Shares (and all other shares of Capital Stock constituting Collateral) delivered
by the Pledgor pursuant to this Pledge Agreement will be accompanied by duly
executed undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Administrative Agent. The Pledgor will, from time to time upon
the request of the Administrative Agent, promptly deliver to the Administrative
Agent such stock powers, instruments, and similar documents, satisfactory in
form and substance to the Administrative Agent, with respect to the Collateral
as the Administrative Agent may reasonably request and will, from time to time
upon the request of the Administrative Agent upon the occurrence and during the
continuance of any Event of Default, promptly transfer any Pledged Shares or
other shares of Capital Stock constituting Collateral into the name of any
nominee designated by the Administrative Agent.

      SECTION 4.1.3. Continuous Pledge. The Pledgor will, subject to the terms
hereof, at all times keep pledged to the Administrative Agent pursuant hereto
all Pledged Shares and all other shares of Capital Stock constituting
Collateral, all rights to Dividends and Distributions with respect thereto, and
other proceeds received by the Administrative Agent, and all other Collateral
and other securities, instruments, proceeds, and rights from time to time
received by or distributable to the Pledgor in respect of any Collateral and
will not permit any Pledged Share Issuer to issue any Capital Stock which shall
not have been immediately duly pledged hereunder on a first priority perfected
basis.

      SECTION 4.1.4. Voting Rights; Dividends, etc. The Pledgor agrees:

            (a) after any Default of the nature referred to in Section 8.1.9 of
      the Credit Agreement or any Event of Default shall have occurred and be
      continuing, promptly upon


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      receipt of notice thereof by the Pledgor and without any request therefor
      by the Administrative Agent, to deliver (properly endorsed where required
      hereby or requested by the Administrative Agent) to the Administrative
      Agent all Dividends, Distributions, all other cash payments, and all
      proceeds of the Collateral, all of which shall be held by the
      Administrative Agent as additional Collateral for use in accordance with
      Section 6.4; and

            (b) after any Event of Default shall have occurred and be continuing
      and the Administrative Agent shall have notified the Pledgor in writing of
      its intention to (i) exercise its remedies at the direction of the
      Required Lenders under the Credit Agreement and its intention to exercise
      its voting power under this Section 4.1.4(b)

                  (i) the Administrative Agent may exercise (to the exclusion of
            the Pledgor) the voting power and all other incidental rights of
            ownership with respect to any Pledged Shares or other shares of
            Capital Stock constituting Collateral and the Pledgor hereby grants
            the Administrative Agent an irrevocable proxy, exercisable under
            such circumstances, to vote the Pledged Shares and such other
            Collateral; and

                  (ii) promptly to deliver to the Administrative Agent such
            additional proxies and other documents as may be necessary to allow
            the Administrative Agent to exercise such voting power.

All Dividends, Distributions, cash payments, and proceeds which may at any time
and from time to time be held by the Pledgor but which the Pledgor is then
obligated to deliver to the Administrative Agent, shall, until delivery to the
Administrative Agent, be held by the Pledgor separate and apart from its other
property in trust for the Administrative Agent. The Administrative Agent agrees
that unless an Event of Default shall have occurred and be continuing and the
Administrative Agent shall have given the notice referred to in Section
4.1.4(b), the Pledgor shall have the exclusive voting power with respect to any
shares of Capital Stock (including any of the Pledged Shares) constituting
Collateral and the Administrative Agent shall, upon the written request of the
Pledgor, promptly deliver such proxies


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and other documents, if any, as shall be reasonably requested by the Pledgor
which are necessary to allow the Pledgor to exercise voting power with respect
to any such share of Capital Stock (including any of the Pledged Shares)
constituting Collateral; provided, however, that no vote shall be cast, or
consent, waiver, or ratification given, or action taken by the Pledgor that
would be inconsistent with or violate any provision of the Credit Agreement or
any other Loan Document (including this Pledge Agreement).

                                    ARTICLE V

                            THE ADMINISTRATIVE AGENT

      SECTION 5.1. Administrative Agent Appointed Attorney-in-Fact. The Pledgor
hereby irrevocably appoints the Administrative Agent the Pledgor's
attorney-in-fact, with full authority in the place and stead of the Pledgor and
in the name of the Pledgor or otherwise, from time to time in the Administrative
Agent's discretion, to take any action and to execute any instrument which the
Administrative Agent may deem necessary or advisable to accomplish the purposes
of this Pledge Agreement, including upon the occurrence and during the
continuance of an Event of Default:

            (a) to ask, demand, collect, sue for, recover, compromise, receive
      and give acquittance and receipts for moneys due and to become due under
      or in respect of any of the Collateral;

            (b) to receive, endorse, and collect any drafts or other
      instruments, documents and chattel paper, in connection with clause (a)
      above; and

            (c) to file any claims or take any action or institute any
      proceedings which the Administrative Agent may deem necessary or desirable
      for the collection of any of the Collateral or otherwise to enforce the
      rights of the Administrative Agent with respect to any of the Collateral.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an interest.


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      SECTION 5.2. Administrative Agent Has No Duty. The powers conferred on the
Administrative Agent hereunder are solely to protect its interest (on behalf of
the Secured Parties) in the Collateral and shall not impose any duty on it to
exercise any such powers. Except for reasonable care of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Collateral or responsibility
for

            (a) ascertaining or taking action with respect to calls,
      conversions, exchanges, maturities, tenders or other matters relative to
      any Pledged Property, whether or not the Administrative Agent has or is
      deemed to have knowledge of such matters, or

            (b) taking any necessary steps to preserve rights against prior
      parties or any other rights pertaining to any Collateral.

      SECTION 5.3. Reasonable Care. The Administrative Agent is required to
exercise reasonable care in the custody and preservation of any of the
Collateral in its possession; provided, however, the Administrative Agent shall
be deemed to have exercised reasonable care in the custody and preservation of
any of the Collateral, if it takes such action for that purpose as the Pledgor
reasonably requests in writing at times other than upon the occurrence and
during the continuance of any Event of Default, but failure of the
Administrative Agent to comply with any such request at any time shall not in
itself be deemed a failure to exercise reasonable care.

                                   ARTICLE VI

                                    REMEDIES

      SECTION 6.1. Certain Remedies. If any Event of Default shall have occurred
and be continuing:

            (a) The Administrative Agent may exercise in respect of the
      Collateral, in addition to other rights and remedies provided for herein
      or otherwise available to it, all the


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      rights and remedies of a secured party on default under the U.C.C.
      (whether or not the U.C.C. applies to the affected Collateral) and also
      may, without notice except as specified below, sell the Collateral or any
      part thereof in one or more parcels at public or private sale, at any of
      the Administrative Agent's offices or elsewhere, for cash, on credit or
      for future delivery, in each case upon such terms as the Administrative
      Agent may deem commercially reasonable. The Pledgor agrees that, to the
      extent notice of sale shall be required by law, at least ten days' prior
      notice to the Pledgor of the time and place of any public sale or the time
      after which any private sale is to be made shall constitute reasonable
      notification. The Administrative Agent shall not be obligated to make any
      sale of Collateral regardless of notice of sale having been given. The
      Administrative Agent may adjourn any public or private sale from time to
      time by announcement at the time and place fixed therefor, and such sale
      may, without further notice, be made at the time and place to which it was
      so adjourned.

            (b) The Administrative Agent may, subject to the provisions of this
      Agreement,

                  (i) transfer all or any part of the Collateral into the name
            of the Administrative Agent or its nominee, with or without
            disclosing that such Collateral is subject to the lien and security
            interest hereunder,

                  (ii) notify the parties obligated on any of the Collateral to
            make payment to the Administrative Agent of any amount due or to
            become due thereunder,

                  (iii) enforce collection of any of the Collateral by suit or
            otherwise, and surrender, release or exchange all or any part
            thereof, or compromise or extend or renew for any period (whether or
            not longer than the original period) any obligations of any nature
            of any party with respect thereto,


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<PAGE>   16

                  (iv) endorse any checks, drafts, or other writings in the
            Pledgor's name to allow collection of the Collateral,

                  (v) take control of any proceeds of the Collateral, and

                  (vi) execute (in the name, place and stead of the Pledgor)
            endorsements, assignments, stock powers and other instruments of
            conveyance or transfer with respect to all or any of the Collateral.

      SECTION 6.2. Securities Laws. If the Administrative Agent shall determine
to exercise its right to sell all or any of the Collateral pursuant to Section
6.1, the Pledgor agrees that, upon request of the Administrative Agent, the
Pledgor will, at its own expense:

            (a) execute and deliver, and cause each issuer of the Collateral
      contemplated to be sold and the directors and officers thereof to execute
      and deliver, all such instruments and documents, and do or cause to be
      done all such other acts and things, as may be necessary or, in the
      opinion of the Administrative Agent, advisable to register such Collateral
      under the provisions of the Securities Act of 1933, as from time to time
      amended (the "Securities Act"), and to cause the registration statement
      relating thereto to become effective and to remain effective for such
      period as prospectuses are required by law to be furnished, and to make
      all amendments and supplements thereto and to the related prospectus
      which, in the opinion of the Administrative Agent, are necessary or
      advisable, all in conformity with the requirements of the Securities Act
      and the rules and regulations of the Securities and Exchange Commission
      applicable thereto;

            (b) use its best efforts to qualify the Collateral under the state
      securities or "Blue Sky" laws and to obtain all necessary governmental
      approvals for the sale of the Collateral, as requested by the
      Administrative Agent;

            (c) cause each such issuer to make available to its security
      holders, as soon as practicable, an earnings


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<PAGE>   17

      statement that will satisfy the provisions of Section 11(a) of the
      Securities Act; and

            (d) do or cause to be done all such other acts and things as may be
      necessary to make such sale of the Collateral or any part thereof valid
      and binding and in compliance with applicable law.

The Pledgor further acknowledges the impossibility of ascertaining the amount of
damages that would be suffered by the Administrative Agent or the Secured
Parties by reason of the failure by the Pledgor to perform any of the covenants
contained in this Section and, consequently, agrees that, if the Pledgor shall
fail to perform any of such covenants, it shall pay, as liquidated damages and
not as a penalty, an amount equal to the value (as determined by the
Administrative Agent) of the Collateral on the date the Administrative Agent
shall demand compliance with this Section.

      SECTION 6.3. Compliance with Restrictions. The Pledgor agrees that in any
sale of any of the Collateral whenever an Event of Default shall have occurred
and be continuing, the Administrative Agent is hereby authorized to comply with
any limitation or restriction in connection with such sale as it may be advised
by counsel is necessary in order to avoid any violation of applicable law
(including compliance with such procedures as may restrict the number of
prospective bidders and purchasers, require that such prospective bidders and
purchasers have certain qualifications, and restrict such prospective bidders
and purchasers to persons who will represent and agree that they are purchasing
for their own account for investment and not with a view to the distribution or
resale of such Collateral), or in order to obtain any required approval of the
sale or of the purchaser by any governmental regulatory authority or official,
and the Pledgor further agrees that such compliance shall not result in such
sale being considered or deemed not to have been made in a commercially
reasonable manner, nor shall the Administrative Agent be liable nor accountable
to the Pledgor for any discount allowed by the reason of the fact that such
Collateral is sold in compliance with any such limitation or restriction.


                                      -17-
<PAGE>   18

      SECTION 6.4. Application of Proceeds. All cash proceeds received by the
Administrative Agent in respect of any sale of, collection from, or other
realization upon, all or any part of the Collateral may, in the discretion of
the Administrative Agent, be held by the Administrative Agent in an interest
bearing account as additional collateral security for, or then or at any time
thereafter be applied (after payment of any amounts payable to the
Administrative Agent pursuant to Section 10.3 of the Credit Agreement and
Section 6.5) against, the Secured Obligations in such order as the
Administrative Agent shall elect.

      Any surplus of such cash or cash proceeds held by the Administrative Agent
and remaining after payment in full of all the Secured Obligations, the
termination or expiration of all Letters of Credit and the termination of all
Commitments, shall be paid over to the Pledgor or to whomsoever may be lawfully
entitled to receive such surplus.

      SECTION 6.5. Indemnity and Expenses. The Pledgor hereby agrees to
indemnify and hold harmless the Administrative Agent from and against any and
all claims, losses, and liabilities arising out of or resulting from this Pledge
Agreement (including enforcement of this Pledge Agreement), except claims,
losses, or liabilities resulting from the Administrative Agent's gross
negligence or wilful misconduct. Upon demand, the Pledgor will pay to the
Administrative Agent the amount of any and all reasonable expenses, including
the reasonable fees and disbursements of its counsel and of any experts and
agents, which the Administrative Agent may incur in connection with:

            (a)  the administration of this Pledge Agreement;

            (b) the custody, preservation, use, or operation of, or the sale of,
      collection from, or other realization upon, any of the Collateral;

            (c) the exercise or enforcement of any of the rights of the
      Administrative Agent hereunder; or

            (d) the failure by the Pledgor to perform or observe any of the
      provisions hereof.


                                      -18-
<PAGE>   19

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

      SECTION 7.1. Loan Document. This Pledge Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.

      SECTION 7.2. Amendments, etc. No amendment to or waiver of any provision
of this Pledge Agreement nor consent to any departure by the Pledgor herefrom
shall in any event be effective unless the same shall be in writing and signed
by the Administrative Agent (on behalf of the Lenders or the Required Lenders,
as the case may be) and the Pledgor, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
it is given.

      SECTION 7.3. Protection of Collateral. The Administrative Agent may from
time to time, at its option, perform any act which the Pledgor agrees hereunder
to perform and which the Pledgor shall fail to perform after being requested in
writing so to perform (it being understood that no such request need be given
after the occurrence and during the continuance of an Event of Default) and the
Administrative Agent may from time to time take any other action which the
Administrative Agent reasonably deems necessary for the maintenance,
preservation or protection of any of the Collateral or of its security interest
therein.

      SECTION 7.4. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telegraphic communication)
and, if to the Pledgor, mailed or telecopied or delivered to it, addressed to it
in care of the Borrower at the address of the Borrower specified in the Credit
Agreement, if to the Administrative Agent, mailed or telecopied or delivered to
it, addressed to it at the address of the Administrative Agent specified in the
Credit Agreement. All such notices and other communications, when mailed and
properly addressed with postage prepaid or if properly addressed and sent by
pre-paid courier service, shall be deemed given when received; any such notice
or communication, if transmitted by telecopier,


                                      -19-
<PAGE>   20

shall be deemed given when transmitted and electronically confirmed.

      SECTION 7.5. Section Captions. Section captions used in this Pledge
Agreement are for convenience of reference only, and shall not affect the
construction of this Pledge Agreement.

      SECTION 7.6. Severability. Wherever possible each provision of this Pledge
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Pledge Agreement shall be
prohibited by or invalid under such law, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Pledge Agreement.

      SECTION 7.7. Governing Law, Entire Agreement, etc. THIS PLEDGE AGREEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), EXCEPT TO THE EXTENT THAT
THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. THIS PLEDGE AGREEMENT AND THE
OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES
HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR
AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

      SECTION 7.8. Counterparts. This Pledge Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.


                                      -20-
<PAGE>   21

      IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.

                                 PROSOURCE, INC.


                                    By /s/ Paul A. Garcia de Quevedo
                                       -----------------------------
                                    Name:  Paul A. Garcia
                                    Title: Vice President, Secretary
                                               and Treasurer



                                    THE BANK OF NOVA SCOTIA, as
                                             Administrative Agent


                                    By /s/ Frank F. Sandler
                                       -----------------------------
                                    Name:  Frank F. Sandler


                                      -21-
<PAGE>   22

                                                                  ATTACHMENT 1
                                                                   to Parent  
                                                                Pledge Agreement


Item A.  Pledged Shares
         --------------

                                                      Common Stock
                                        ---------------------------------------
                                        Authorized    Outstanding   % of Shares

Pledged Share Issuer                      Shares        Shares        Pledged
--------------------                      ------        ------        -------


Item B. 


                                      -22-