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                                                                  Exhibit 10.45


                              TERMINATION AGREEMENT

                  Termination Agreement, dated as of November 15, 1996, between
OMI Partnership Holdings Ltd., a corporation organized under the laws of the
province of Ontario, Canada ("OMI"), and ProSource Services Corporation (f/k/a
BKDA Corporation), a Delaware corporation ("ProSource").

                  WHEREAS, OMI and ProSource wish to terminate the Management
Advisory Agreement, dated as of July 1, 1992, between OMI and ProSource (the
"Management Advisory Agreement").

                  The parties, intending to be legally bound, hereby agree as
follows:

                  1.       The Management Advisory Agreement is hereby
                           terminated.

                  2.       In consideration for OMI's relinquishment of its
                           right to receive certain fees under the Management
                           Advisory Agreement, ProSource shall pay to OMI
                           $4,000,000 payable in Class B Common Stock, $0.01 par
                           value per share, of ProSource, Inc. valued at the
                           initial public offering price of the Class A Common
                           Stock, $0.01 par value per share, of ProSource, Inc.

                  3.       This Termination Agreement shall be governed by and
                           construed in accordance with the laws of the province
                           of Ontario, Canada applicable to contracts under and
                           to be performed entirely within such province.

                  4.       This Agreement may be executed in any number of
                           counterparts and by different parties hereto in
                           separate counterparts, each of which when so executed
                           and delivered shall be deemed to be an original and
                           all of which taken together shall constitute one and
                           the same agreement. Delivery of an executed
                           counterpart of a signature page to this Agreement by
                           telecopier shall be effective as delivery of a
                           manually executed signature page hereto.
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                  IN WITNESS WHEREOF, the parties hereto have caused this
Termination Agreement to be duly executed by their respective officers as of the
date and year first written.

                                         OMI PARTNERSHIP HOLDINGS LTD.


                                         By:   /s/ Ewout R. Heersink
                                               --------------------------------
                                               Name:    Ewout R. Heersink
                                               Title:   Vice President

                                         By:   /s/ Anthony R. Melman
                                               --------------------------------
                                               Name:    Anthony R. Melman
                                               Title:   Vice President


                                         PROSOURCE SERVICES CORPORATION


                                         By:   /s/ David R. Parker
                                               --------------------------------
                                               Name:    David R. Parker
                                               Title:   Chairman of the Board

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