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                                                                   Exhibit 10.13




                           AMENDMENT NO. 5 AND CONSENT
                          dated as of December 27, 1996
                                       to
                           LOAN AND SECURITY AGREEMENT
                           dated as of March 31, 1995


     THIS AMENDMENT NO. 5 AND CONSENT dated as of December , 1996 is made
between PROSOURCE SERVICES CORPORATION, a Delaware corporation (PROSOURCE),
BROMAR SERVICES, INC., a Delaware corporation (BROMAR), and PROSOURCE
DISTRIBUTION SERVICES LIMITED, a Canadian corporation (PROSOURCE CANADA and
together with ProSource and BroMar, the BORROWERS), the financial institutions
party from time to time to the Loan Agreement referred to below (the LENDERS),
NATIONSBANK, N.A. (SOUTH), a national banking association (NATIONSBANK), THE
FIRST NATIONAL BANK OF BOSTON, a national banking association (BANK OF BOSTON),
and FLEET CAPITAL CORPORATION, a Rhode Island corporation (FLEET), as co-agents
(each in that capacity a CO-AGENT and collectively the CO-AGENTS) and
NATIONSBANK, N.A. (SOUTH), as administrative agent for the Lenders (in that
capacity, together with any successors in that capacity, the ADMINISTRATIVE
AGENT).

                             Preliminary Statements

     The Borrowers, the Lenders, the Co-Agents and the Administrative Agent are
parties to a Loan and Security Agreement dated as of March 31, 1995, as amended
by Amendment No. 1 dated as of December 29, 1995, Amendment No. 2 and Waiver
dated as of March 28, 1996, Amendment No. 3 and Consent dated as of September 6,
1996 and Amendment No. 4 and Consent dated as of September 26, 1996 (as so
amended and as otherwise heretofore amended, the LOAN AGREEMENT; terms defined
therein and not otherwise defined herein being used herein as therein defined).

     The Borrowers have requested certain modifications to the provisions of the
Loan Agreement. The Lenders and the Administrative Agent have agreed to such
requests, upon and subject to all the terms, conditions and provisions of this
Amendment.

     NOW, THEREFORE, in consideration of the Loan Agreement, the Loans made by
the Lenders and outstanding thereunder, the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:

     Section 1. Amendments to Loan Agreement. The Loan Agreement is hereby
amended, subject to the provisions of Section 3 hereof, by

     (a) amending Section 1.1 Definitions thereof by



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     (i) amending the definition NET INCOME by amending clause (g) thereof in
its entirety to read as follows:

     (g) any other extraordinary item, including when applied to the Borrowers,
the Restructuring Charges, Asset Impairment Charges, Termination and Amendment
Charges and any gain realized on the subsequent sale of any asset by reason of
the fact that the value of such asset shall have been written down as
"impaired".

     (ii) adding thereto in proper alphabetical order the following new
definition:

     TERMINATION AND AMENDMENT CHARGES means income statement charges in an
aggregate amount not greater than $17,000,000 (before taking into account any
associated tax benefit, which tax benefit will be determined based on the
Borrowers' effective tax rate for the period in which such charges are recorded,
all in accordance with GAAP) recorded by the Borrowers in Fiscal Year 1996, in
connection with prepayment charges, the write-off of deferred financing costs
and other appropriate charges in connection with the termination and/or
amendment of various agreements as to Debt of ProSource and other matters.

     (b) amending Section 11.1(e) in its entirety to read as follows:

     (e) Asset Impairment Charges, Restructuring Charges and Termination and
Amendment Charges. Simultaneously with the delivery of the audited year-end
financial statements for Fiscal Year 1996 pursuant to CLAUSE (b) above, a
calculation of the amount of the Asset Impairment Charges, Restructuring Charges
and Termination and Amendment Charges, as determined in accordance with GAAP at
the Borrowers' fiscal year-end, taking into account any associated tax benefit.

     (c) amending Section 12.1 Financial Ratios by amending subsection (a)
thereof in its entirety to read as follows:

          SECTION 12.1.       Financial Ratios. Permit:

     (a) Consolidated Minimum Net Worth. Consolidated Net Worth (i) on and as of
the Effective Date to be less than $48,000,000, (ii) at any time during Fiscal
Year 1995 to be less than the greater of $43,000,000 or actual Consolidated Net
Worth as of the Effective Date minus $5,000,000, or (iii) at any time during any
Fiscal Year indicated below to be less than the actual Consolidated Net Worth as
of the last day of the preceding Fiscal Year minus the amount shown opposite
such Fiscal Year:



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                                                       Permitted
       Fiscal Year                                     Decrease
       -----------                                     --------

          1996                          The amount, not to exceed the sum of 
                                        $5,000,000 and up to $27,500,000, as 
                                        such amount may be adjusted pursuant to
                                        Section 11.1(e) hereof (being the 
                                        after-tax impact of the sum of maximum 
                                        Restructuring Charges, Asset Impairment
                                        Charges and Termination and Amendment 
                                        Charges, which tax impact will be 
                                        determined based on the Borrowers' 
                                        effective tax rate for the period in 
                                        which such charges are recorded or 
                                        reserves are established, all in 
                                        accordance with GAAP)

          1997 and thereafter           $4,000,000

  PROVIDED, that as of the last day of Fiscal Year 1997 and of each succeeding
  Fiscal Year, Consolidated Net Worth shall be at least $1.00 greater than
  Consolidated Net Worth as of the last day of the immediately preceding Fiscal
  Year.

     Section 2. Consent and Waiver. The Lenders hereby (a) consent to the
Borrowers' recording Termination and Amendment Charges (as defined in the Loan
Agreement, as amended by this Amendment), of up to $17,000,000 in total in
Fiscal Year 1996 and to termination of the Interest Rate Protection Agreement(s)
entered into pursuant to Section 10.10 of the Loan Agreement, and (b) waive any
Default or Event of Default that would otherwise result from such recording or
termination, PROVIDED that on the date on which any action described in
foregoing clause (a) is taken, and after giving effect to this Amendment, no
Default or Event of Default shall have occurred and be continuing.

     Section 3. Effectiveness of Amendment. Sections 1 and 2 of this Amendment
shall become effective as of December 31, 1995 upon receipt by the
Administrative Agent not later than December 27, 1996 or (a) at least ten copies
of this Amendment duly executed and delivered by each Borrower, the Co-Agents
and each Lender, and (b) a confirmation duly executed and delivered by the
Guarantor of its Unconditional Guaranty and the Pledge Agreement in the form
attached to this Amendment.

     Section 4. Effect of Amendment. From and after the effectiveness of this
Amendment, all references in the Loan Agreement and in any other Loan Document
to "this Agreement," "the Loan Agreement," "hereunder," "hereof" and words of
like import referring to the Loan Agreement, shall mean and be references to the
Loan Agreement as amended by this Amendment. Except as expressly amended hereby,
the Loan Agreement and all terms, conditions and provisions thereof remain in
full force and effect and are hereby ratified and 


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confirmed. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Administrative Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.

     Section 5. Counterpart Execution; Governing Law.

     (a) Execution in Counterparts. This Amendment 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 but one and the same agreement.

     (b) Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Georgia.


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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                               BORROWERS:

                                               PROSOURCE SERVICES
                                               CORPORATION
[Corporate Seal]


Attest:                                        By:/s/ William F. Evans
                                                  ------------------------
                                                  William F. Evans
By:/s/ Paul A. Garcia de Quevedo                  Executive Vice President
   ------------------------------
   Paul A. Garcia de Quevedo
   Secretary


                                                BROMAR SERVICES, INC.
[Corporate Seal]

Attest:                                        By:/s/ William F. Evans
                                                  -------------------------
                                                  William F. Evans
By:/s/ Paul A. Garcia de Quevedo                  Executive Vice President
   ------------------------------
   Paul A. Garcia de Quevedo
   Secretary


                                               PROSOURCE DISTRIBUTION
                                               SERVICES LIMITED
[Corporate Seal]

Attest:                                        By:/s/ William F. Evans
                                                  ------------------------
                                                  William F. Evans
By:/s/ Paul A. Garcia de Quevedo                  Executive Vice President
   ------------------------------
   Paul A. Garcia de Quevedo
   Secretary


                 (Signatures continued on following three pages)



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                                              ADMINISTRATIVE AGENT:

                                              NATIONSBANK, N.A.  (SOUTH)


                                              By:/s/ Jeffrey L. Guldner
                                                 -------------------------
                                                 Jeffrey L. Guldner
                                                 Vice President


                                              CO-AGENTS AND LENDERS:

                                              NATIONSBANK, N.A. (SOUTH),
                                               as a Lender and Co-Agent


                                              By:/s/ Jeffrey L. Guldner
                                                 -------------------------
                                                 Jeffrey L. Guldner
                                                 Vice President


                                              THE FIRST NATIONAL BANK OF BOSTON,
                                                       as a Lender and Co-Agent


                                              By:/s/ Christian B. Colson
                                                 -------------------------
                                                 Name: Christian B. Colson
                                                 Title: Vice President


                                              FLEET CAPITAL CORPORATION, as a
                                               Lender and Co-Agent


                                              By:/s/ John W. Getz
                                                 ------------------------
                                                 Name: John W. Getz
                                                 Title: SVP



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                                            THE BANK OF NOVA SCOTIA,
                                             as a Lender


                                            By:/s/ Frank F. Sandler
                                               -----------------------
                                               Name: Frank F. Sandler
                                               Title: Relationship Manager


                                            BANKAMERICA BUSINESS CREDIT, INC.,
                                             as a Lender


                                            By:/s/ M.E. Lambka
                                               -----------------------
                                               Name: M.E. Lambka
                                               Title:V.P.


                                            THE CIT GROUP/BUSINESS CREDIT, INC.,
                                             as a Lender


                                            By:/s/ Robert Bernier
                                               -----------------------
                                               Name:  Robert Bernier
                                               Title: VP


                                            HELLER FINANCIAL, INC., as a Lender


                                            By:/s/ Salvatore Salsillo
                                               ------------------------
                                               Name: Salvatore Salsillo
                                               Title: AVP


                                            SANWA BUSINESS CREDIT CORPORATION,
                                             as a Lender


                                            By:/s/ Peter L. Skavla
                                               -----------------------
                                               Name: Peter L. Skavla
                                               Title: Vice President




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                                            NATIONAL CITY COMMERCIAL
                                            FINANCE, INC.,
                                             as a Lender


                                             By:/s/ Lee K. Mosby
                                                ---------------------
                                                Name: Lee K. Mosby
                                                Title: Vice President



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                 CONSENT, RELEASE AND CONFIRMATION OF GUARANTOR


         The undersigned Guarantor as defined in the Loan and Security Agreement
dated as of March 31, 1995 by and among ProSource Services  Corporation,  BroMar
Services, Inc. and ProSource Distribution Services Limited as the Borrowers, the
financial institutions party thereto as the Lenders,  NationsBank,  N.A. (South)
("NationsBank'), The First National Bank of Boston and Fleet Capital Corporation
as the Co-Agents,  and NationsBank as the Administrative  Agent for the Lenders,
as  amended  to date  (the  "Loan  Agreement";  terms  defined  therein,  unless
otherwise  defined  herein,  being  used  herein  as  therein  defined,   hereby
acknowledged  receipt of the  foregoing  Amendment No. 5 and Consent to the Loan
Agreement  and  confirms  for the  benefit of the  Administrative  Agent and the
Lenders, that the Unconditional Guaranty dated as of March 31, 1995, as amended,
executed and delivered by the undersigned  continues in full force and effect as
a  guaranty  in  accordance  with its terms and  continues  to be secured by any
collateral  therefor and that the undersigned hereby waives and releases any and
all claims it may have against the Administrative  Agent or any Lender or any of
their respective shareholders, directors, employees or agents arising out of any
event or circumstance  existing on or prior to the date hereof and arising under
the Loan Agreement,  the  Unconditional  Guaranty or any related  document or in
connection with the transactions contemplated thereby.


                                                     PROSOURCE, INC.
[Corporate Seal]

Attest:                                              By:/s/ William F. Evans
                                                        -----------------------
   William F. Evans                                     Chairman
By:/s/ Paul A. Garcia de Quevedo                           
   ------------------------------
   Paul A. Garcia de Quevedo
   Secretary


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