EXHIBIT
10.42


 


Amendment to
Employment Agreement


 


         This
Amendment is made this 28th day of October, 2004, by and between Interline
Brands, Inc., a New Jersey Corporation (f/k/a Wilmar Industries, Inc.)
(“Company”), whose address is 801 West Bay Street, Jacksonville, Florida 32204
and James A. Spahn (“Executive”).


 


         Whereas, the Company and Executive have
previously entered into an Employment Agreement dated January 14, 2004
(the “Agreement”); and,


 


         Whereas, the Company and Executive desire
to modify and amend the Agreement and certain provisions thereof.


 


         Now, therefore, in consideration of the
premises contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and
Executive agree as follows:


 


1.       Section 1 of the
Agreement entitled “Term of Employment”
is hereby deleted in its entirety and shall be replaced with the following
provisions and incorporated into the Agreement as the new and substituted Section 1:


 


“1.    Term of Employment. The Executive’s term
of employment with the Company under this Agreement shall begin on the date
hereof, and unless sooner terminated as hereafter provided, shall continue
until January 14, 2005 (the “Employment
Term”);  provided
that the Employment Term shall automatically be extended for successive
one-year periods unless the Company provides written notice of non-renewal at
least sixty (60) days prior to the end of the Employment Term or any
renewal term thereof.


 


The termination of the
Executive’s employment at the end of the Employment Term or any successive one
year period thereafter on account of the Company giving notice to the Executive
of its desire not to extend the Employment Term in accordance with the provisions
of this Section 1 shall be treated for all purposes as a termination
without Cause pursuant to Section 7 (c), and the provisions of Section 7
(c) shall apply to such termination. The termination of the Executive’s
employment at the end of the Employment Term or any successive one year period
thereafter on account of the Executive giving notice to the Company of his/her
desire not to extend the Employment Term in accordance with the provisions of
this Section 1 shall be treated for all purposes as a voluntary
termination pursuant to Section 7 (d), and the provisions of Section 7
(d) shall apply to such termination.


 


2.       Except as modified or amended
herein or by any offer letter to the Executive, the Agreement remains in full
force and effect. Nothing contained herein invalidates or shall impair or
release any covenant, condition or stipulation in the Agreement, and the same,
except as herein modified and amended, shall continue in full force and effect.


 

















 


3.       This Amendment may be
executed in one or more counterparts, each of which shall constitute an
original and all of which taken together shall constitute one Agreement. The
parties specifically agree that facsimile signatures are acceptable and
permitted and shall be considered original and authentic. Each party executing
this Agreement represents that such party has the full authority and legal
power to do so.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement, which is effective as of the date first above written.


 


 


	
  INTERLINE BRANDS, INC.

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  	
   

  
	
   By:

  	
  /s/  MICHAEL J. GREBE

  	
   

  	
  /s/  JAMES A. SPAHN

  
	
   

  	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Michael J.Grebe

  Title: President and CEO

  Date: October 28, 2004

  	
   

  	
  Name: James A. Spahn

  Title: Vice President, Distribution

  Date: October 28, 2004