<PAGE>

                          WAIVER AND AMENDMENT NO. 1 TO
                           LOAN AND SECURITY AGREEMENT

         THIS WAIVER AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this
"Amendment") is dated as of March 2, 2000 and is entered into by and among the
financial institutions listed on the signature pages hereof (such financial
institutions being herein referred to collectively as the "Lenders" and
individually as a "Lender"), Bank of America, N.A. (formerly known as Bank of
America National Trust and Savings Association, successor-in-interest to
BankAmerica Business Credit, Inc.), as agent for the Lenders (in its capacity as
agent, the "Agent"), and Industrial Systems Associates, Inc. ("ISA") and
INTERMAT, Inc. ("INTERMAT"; ISA and INTERMAT being herein referred to
collectively as the "Borrowers" and individually as a "Borrower"). All
capitalized terms used herein but not otherwise defined shall have the meanings
ascribed to them in the Agreement (as hereinafter defined).

                                   WITNESSETH:

         WHEREAS, the Borrowers, the Lenders and the Agent have entered into
that certain Loan and Security Agreement dated as of May 8, 1998, as heretofore
amended or otherwise modified (the "Agreement");

         WHEREAS, a certain Event of Default has occurred under the Agreement;
and

         WHEREAS, the Borrowers desire to have such Event of Default waived and
also to amend the Agreement, and the Lenders and the Agent are willing to do so,
subject to the terms and conditions stated herein;

         NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Borrowers, the Lenders and the Agent hereby agree as
follows:

         SECTION 1. WAIVER OF DEFAULT. Effective as of September 21, 1999, the
Lenders and the Agent hereby waive the Event of Default arising from the
following: After the Closing Date, ISA made additional loans to the Mexican
Subsidiaries such that, from and after September 21, 1999, the aggregate amount
outstanding was in excess of $5,000,000, which amount exceeded the Permitted
Mexican Loan Amount (less the amount of Restricted Investments by SDI under
Section 5.6(ii)(a) of the SDI Security Agreement), in violation of the
provisions of Section 9.10(E) of the Agreement.

         The foregoing waiver is only applicable and shall only be effective for
the specific instance and for the specific purpose for which given. Such waiver
is expressly limited to the facts and circumstances referred to herein and shall
not otherwise operate (a) as a waiver of or consent to non-compliance with any
other section of the Agreement or any other Loan Document, (b) as a waiver of,
or a restriction on or prejudice with respect to, any right, power or remedy of
the Agent or any Lender under the Agreement or any other Loan Document, or (c)
as a waiver of or consent to any other Event of Default or Default under the
Agreement or any other Loan Document.


                                     - 1 -
<PAGE>


         SECTION 2.  AMENDMENT TO THE AGREEMENT. The Lenders, the Agent and the
Borrowers agree that the Agreement shall be amended as follows:

                 (a) DEFINITION OF "EBITDA". The definition of "EBITDA"
         appearing in Section 1.1 of the Agreement is hereby amended and
         restated to read in its entirety as follows:

                     "`EBITDA' means, with respect to any fiscal period of SDI,
         Adjusted Net Earnings from Operations for such period; PLUS the sum of
         the following to the extent deducted in computing such Adjusted Net
         Earnings from Operations: (i) income tax expense, (ii) interest expense
         (whether paid or accrued), (iii) amortization, depreciation and other
         non-cash charges (including, without limitation, amortization of
         goodwill, deferred financing fees and other intangibles), and (iv) with
         respect to the Fiscal Quarter ending on September 30, 1999 only, the
         amount of $941,000, representing the amount written-off by the Borrower
         on December 31, 1998 with respect to inventory and accounts of
         McCulloch Corp.; and MINUS non-cash credits to the extent included in
         computing such Adjusted Net Earnings from Operations."

                 (b) DEFINITION OF "ISA AVAILABILITY". The definition of "ISA
         Availability" appearing in Section 1.1 of the Agreement is hereby
         amended and restated to read in its entirety as follows:

                     "`ISA AVAILABILITY' means, with respect to ISA, at any
         time, (a) the lesser of (i) the Individual Revolver Amount of ISA or
         (ii) the result of the following calculation: (A) eighty-five percent
         (85%) of the Net Amount of Eligible Accounts of ISA and SDI Canada;
         PLUS (B) fifty-five percent (55%) of the value of Eligible Inventory of
         ISA and SDI Canada; PROVIDED, that at no time shall the sum of
         outstanding Revolving Loans based upon the value of Eligible Inventory
         of ISA and SDI Canada exceed $30,000,000 (`Maximum Inventory Loan');
         MINUS (C) a reserve in the amount of $5,000,000 pertaining to the loans
         made by ISA to the Mexican Subsidiaries; MINUS (b) the sum of (i) the
         Aggregate Revolver Outstandings for the account of ISA, (ii) reserves
         for accrued interest on the Obligations of ISA, (iii) the Environmental
         Compliance Reserve pertaining to ISA and SDI Canada, and (iv) all other
         reserves which the Agent deems necessary in the exercise of its
         reasonable credit judgment exercised in good faith to maintain with
         respect to ISA's account, including, without limitation, reserves for
         any amounts which the Agent or any Lender may be obligated to pay in
         the future for the account of ISA or SDI Canada. The Availability
         attributable to SDI Canada shall not be more than $5,000,000 and shall
         be based on the Dollar Equivalent of its Accounts and Inventory."

                 (c) DEFINITION OF "PERMITTED MEXICAN LOAN AMOUNT". The
         definition of "Permitted Mexican Loan Amount" appearing in Section 1.1
         of the Agreement is hereby amended and restated to read in its entirety
         as follows:


                                     - 2 -
<PAGE>


                     "`PERMITTED MEXICAN LOAN AMOUNT' means $11,457,000."

                 (d) AMENDMENT OF SECTION 9.24. Section 9.24 of the Agreement
         is hereby amended and restated to read in its entirety as follows:

                     "9.24. FIXED CHARGE COVERAGE RATIO. Borrowers will maintain
                 a Fixed Charge Coverage Ratio, calculated as of the last day of
                 each of the Borrowers' Fiscal Quarters, of not less than (i) as
                 of March 31, 2000, on a trailing three months' basis, 0.10 to
                 1.0, (ii) as of June 30, 2000, on a trailing six months' basis,
                 0.33 to 1.0, (iii) as of September 30, 2000, on a trailing nine
                 months' basis, 0.71 to 1.0, and (iv) as of the last day of each
                 Fiscal Quarter thereafter, on a trailing twelve months' basis,
                 1.10 to 1.0."

         SECTION 3.  AGREEMENT BY THE BORROWERS. In consideration of the
execution and delivery of this Amendment by the Agent and the Lenders, the
Borrowers hereby agree that, unless the certificate received by the Agent under
Section 7.2(e) of the Agreement with respect to the Fiscal Quarter ending on
December 31, 1999, shall demonstrate that the Senior Funded Debt to EBITDA Ratio
as of December 31, 1999 was less than 3.75 to 1.0, the Borrowers, jointly and
severally, shall, immediately upon demand by the Agent, pay additional interest
on the Obligations with respect to the period during which the Applicable Margin
had been determined and charged based upon the Senior Funded Debt to EBITDA
Ratio as of September 30, 1999. The per annum percentage of such additional
interest shall represent the difference between (x) the Applicable Margins that
would have been determined without giving effect to the provisions of clause
(iv) of the definition of "EBITDA", LESS (y) the Applicable Margins that were
determined after giving effect to the provisions of clause (iv) of the
definition of "EBITDA". In addition, if the audited Financial Statements
received by the Agent under Section 7.2(a) of the Agreement for the Fiscal Year
ending on December 31, 1999 shall indicate that the Senior Funded Debt to EBITDA
Ratio set forth in the certificate delivered to the Agent under SECTION 7.2(e)
for the Fiscal Quarter ending on December 31, 1999 was inaccurate, and (a) if
the Senior Funded Debt to EBITDA Ratio set forth in such audited Financial
Statements as of December 31, 1999 was greater than or equal to 3.75 to 1.0,
while such earlier certificate had indicated that such ratio was less than 3.75
to 1.0, the Borrowers, jointly and severally, shall, immediately upon demand by
the Agent, pay the amount of such additional interest calculated as set forth in
the preceding provisions of this Section 3, and (b) if the Senior Funded Debt to
EBITDA Ratio set forth in such audited Financial Statements as of December 31,
1999 was less than 3.75 to 1.0, while such earlier certificate had indicated
that such ratio was greater than or equal to 3.75 to 1.0, and if the Borrowers
had previously paid to the Agent an additional interest amount under the terms
of this Section 3, the Lenders, severally and not jointly, shall, immediately
upon demand by the Borrowers, return to the Borrowers such Lender's Pro Rata
Share of such additional interest amount (but without interest on said amount).
Any default by either Borrower in the observance or performance of any of its
respective agreements contained in this Section 3 shall constitute an Event of
Default under the Agreement.

         SECTION 4.  CONDITIONS. The effectiveness of this Amendment is subject
to the satisfaction of the following conditions precedent:


                                     - 3 -
<PAGE>


                (a) AMENDMENT. Fully executed copies of this Amendment signed by
         the Borrowers, the Lenders and the Agent and ratifications signed by
         the Guarantors shall be delivered to the Agent.

                (b) RESOLUTIONS. A certificate executed by the Secretary or
         Assistant Secretary of each Borrower certifying that such Borrower's
         Board of Directors has adopted resolutions authorizing the execution,
         delivery and performance by such Borrower of this Amendment shall be
         delivered to the Agent.

                (c) FEE. The Borrowers shall have paid the Agent, for the
         account of the Lenders, a waiver and amendment fee in the amount of
         $25,000, which fee shall be earned upon execution of this Amendment and
         shall be non-refundable upon such payment to the Agent. The Agent, the
         Lenders and the Borrowers agree that such fee shall be financed by the
         Lenders as a Revolving Loan.

                (d) OTHER DOCUMENTS. The Borrowers shall have executed and
         delivered to the Agent such other documents and instruments as the
         Agent may require.

         SECTION 5. MISCELLANEOUS.

                (a) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
         representations and warranties made in the Agreement or any other
         document or documents relating thereto, including, without limitation,
         any Loan Document furnished in connection with this Amendment, shall
         survive the execution and delivery of this Amendment and the other Loan
         Documents, and no investigation by the Agent or any Lender or any
         closing shall affect the representations and warranties or the right of
         the Agent or any Lender to rely thereon.

                (b) REFERENCE TO AGREEMENT. The Agreement, each of the Loan
         Documents, and any and all other agreements, documents or instruments
         now or hereafter executed and delivered pursuant to the terms hereof,
         or pursuant to the terms of the Agreement as amended hereby, are hereby
         amended so that any reference therein to the Agreement shall mean a
         reference to the Agreement as amended hereby.

                (c) AGREEMENT REMAINS IN EFFECT. The Agreement and the Loan
         Documents remain in full force and effect, and each Borrower ratifies
         and confirms its agreements and covenants contained therein. Each
         Borrower hereby confirms that, after giving effect to this Amendment,
         no Event of Default or Default exists as of such date.

                (d) SEVERABILITY. Any provision of this Amendment held by a
         court of competent jurisdiction to be invalid or unenforceable shall
         not impair or invalidate the remainder of this Amendment and the effect
         thereof shall be confined to the provision so held to be invalid or
         unenforceable.

                (e) APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
         EXECUTED PURSUANT HERETO SHALL BE DEEMED


                                     - 4 -
<PAGE>


         TO HAVE BEEN MADE AND TO BE PERFORMABLE IN THE STATE OF ILLINOIS AND
         SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
         STATE OF ILLINOIS.

                (f) SUCCESSORS AND ASSIGNS. This Amendment is binding upon and
         shall inure to the benefit of the Agent, the Lenders and the Borrowers
         and their respective successors and assigns; PROVIDED, HOWEVER, that
         neither Borrower may assign or transfer any of its rights or
         obligations hereunder without the prior written consent of the Agent
         and the Lenders.

                (g) COUNTERPARTS. This Amendment may be executed in one or more
         counterparts, each of which when so executed shall be deemed to be an
         original, but all of which when taken together shall constitute one and
         the same instrument.

                (h) HEADINGS. The headings, captions and arrangements used in
         this Amendment are for convenience only and shall not affect the
         interpretation of this Amendment.

                    [signatures continued on following page]


                                     - 5 -
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Amendment under seal
on the date first written above.

                         INDUSTRIAL SYSTEMS ASSOCIATES, INC.

                         By:   /s/ John M. Sergey
                            ---------------------------------
                         Name:
                              -------------------------------
                         Title:
                               ------------------------------

                         INTERMAT, INC.

                         By:   /s/ John M. Sergey
                            ---------------------------------
                         Name:
                              -------------------------------
                         Title:
                               ------------------------------

                         BANK OF AMERICA, NATIONAL ASSOCIATION,
                         as Agent

                         By:   /s/ Brian J. Wright
                            ---------------------------------
                         Name:
                              -------------------------------
                         Title:
                               ------------------------------

                         BANK OF AMERICA, NATIONAL ASSOCIATION,
                         as a Lender

                         By:   /s/ Brian J. Wright
                            ---------------------------------
                         Name:
                              -------------------------------
                         Title:
                               ------------------------------

                         MELLON BANK, N.A.,
                         as a Lender

                         By:   /s/ Daniel Clancy
                            ---------------------------------
                         Name:
                              -------------------------------
                         Title:
                               ------------------------------


                                     - 6 -
<PAGE>


                           CONSENTS AND REAFFIRMATIONS

         Each of the undersigned (individually, a "Guarantor"), (i) consents to
and approves the execution and delivery of this Amendment by the parties hereto,
(ii) agrees that this Amendment does not and shall not limit or diminish in any
manner the obligations of such Guarantor under such Guarantor's Guaranty dated
as of May 8, 1998, executed by such Guarantor and delivered to the Agent and the
Lenders, or under any of the other documents executed and/or delivered by such
Guarantor in connection with such Guarantor's Guaranty, and agrees that such
obligations of such Guarantor would not be limited or diminished in any manner
even if such Guarantor had not executed this Amendment, (iii) agrees that this
Amendment shall not be construed as requiring the consent of such Guarantor in
any other circumstance, (iv) reaffirms its obligations under such Guarantor's
Guaranty and such other related documents, and (v) agrees that such Guarantor's
Guaranty and such other related documents remain in full force and effect and
are each hereby ratified and confirmed in all respects.

         Date:  March 2, 2000

                             STRATEGIC DISTRIBUTION, INC.

                             By:   /s/ John M. Sergey
                                ---------------------------------
                             Name:
                                  -------------------------------
                             Title:
                                   ------------------------------

                             STRATEGIC DISTRIBUTION (CANADA) HOLDINGS, INC.

                             By:   /s/ John M. Sergey
                                ---------------------------------
                             Name:
                                  -------------------------------
                             Title:
                                   ------------------------------

                             STRATEGIC DISTRIBUTION (CANADA) COMPANY/
                             STRATEGIC (CANADA) COMPAGNIE DE DISTRIBUTION

                             By:   /s/ John M. Sergey
                                ---------------------------------
                             Name:
                                  -------------------------------
                             Title:
                                   ------------------------------

                                     - 7 -
<PAGE>

                          WAIVER AND AMENDMENT NO. 1 TO
                           LOAN AND SECURITY AGREEMENT

         THIS WAIVER AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this
"Amendment") is dated as of March 2, 2000 and is entered into by and among the
financial institutions listed on the signature pages hereof (such financial
institutions being herein referred to collectively as the "Lenders" and
individually as a "Lender"), Bank of America, N.A. (formerly known as Bank of
America National Trust and Savings Association, successor-in-interest to
BankAmerica Business Credit, Inc.), as agent for the Lenders (in its capacity as
agent, the "Agent"), and Industrial Systems Associates, Inc. ("ISA") and
INTERMAT, Inc. ("INTERMAT"; ISA and INTERMAT being herein referred to
collectively as the "Borrowers" and individually as a "Borrower"). All
capitalized terms used herein but not otherwise defined shall have the meanings
ascribed to them in the Agreement (as hereinafter defined).

                                   WITNESSETH:

         WHEREAS, the Borrowers, the Lenders and the Agent have entered into
that certain Loan and Security Agreement dated as of May 8, 1998, as heretofore
amended or otherwise modified (the "Agreement");

         WHEREAS, a certain Event of Default has occurred under the Agreement;
and

         WHEREAS, the Borrowers desire to have such Event of Default waived and
also to amend the Agreement, and the Lenders and the Agent are willing to do so,
subject to the terms and conditions stated herein;

         NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Borrowers, the Lenders and the Agent hereby agree as
follows:

         SECTION 1. WAIVER OF DEFAULT. Effective as of September 21, 1999, the
Lenders and the Agent hereby waive the Event of Default arising from the
following: After the Closing Date, ISA made additional loans to the Mexican
Subsidiaries such that, from and after September 21, 1999, the aggregate amount
outstanding was in excess of $5,000,000, which amount exceeded the Permitted
Mexican Loan Amount (less the amount of Restricted Investments by SDI under
Section 5.6(ii)(a) of the SDI Security Agreement), in violation of the
provisions of Section 9.10(E) of the Agreement.

         The foregoing waiver is only applicable and shall only be effective for
the specific instance and for the specific purpose for which given. Such waiver
is expressly limited to the facts and circumstances referred to herein and shall
not otherwise operate (a) as a waiver of or consent to non-compliance with any
other section of the Agreement or any other Loan Document, (b) as a waiver of,
or a restriction on or prejudice with respect to, any right, power or remedy of
the Agent or any Lender under the Agreement or any other Loan Document, or (c)
as a waiver of or consent to any other Event of Default or Default under the
Agreement or any other Loan Document.


                                     - 1 -
<PAGE>


         SECTION 2.  AMENDMENT TO THE AGREEMENT. The Lenders, the Agent and the
Borrowers agree that the Agreement shall be amended as follows:

                 (a) DEFINITION OF "EBITDA". The definition of "EBITDA"
         appearing in Section 1.1 of the Agreement is hereby amended and
         restated to read in its entirety as follows:

                     "`EBITDA' means, with respect to any fiscal period of SDI,
         Adjusted Net Earnings from Operations for such period; PLUS the sum of
         the following to the extent deducted in computing such Adjusted Net
         Earnings from Operations: (i) income tax expense, (ii) interest expense
         (whether paid or accrued), (iii) amortization, depreciation and other
         non-cash charges (including, without limitation, amortization of
         goodwill, deferred financing fees and other intangibles), and (iv) with
         respect to the Fiscal Quarter ending on September 30, 1999 only, the
         amount of $941,000, representing the amount written-off by the Borrower
         on December 31, 1998 with respect to inventory and accounts of
         McCulloch Corp.; and MINUS non-cash credits to the extent included in
         computing such Adjusted Net Earnings from Operations."

                 (b) DEFINITION OF "ISA AVAILABILITY". The definition of "ISA
         Availability" appearing in Section 1.1 of the Agreement is hereby
         amended and restated to read in its entirety as follows:

                     "`ISA AVAILABILITY' means, with respect to ISA, at any
         time, (a) the lesser of (i) the Individual Revolver Amount of ISA or
         (ii) the result of the following calculation: (A) eighty-five percent
         (85%) of the Net Amount of Eligible Accounts of ISA and SDI Canada;
         PLUS (B) fifty-five percent (55%) of the value of Eligible Inventory of
         ISA and SDI Canada; PROVIDED, that at no time shall the sum of
         outstanding Revolving Loans based upon the value of Eligible Inventory
         of ISA and SDI Canada exceed $30,000,000 (`Maximum Inventory Loan');
         MINUS (C) a reserve in the amount of $5,000,000 pertaining to the loans
         made by ISA to the Mexican Subsidiaries; MINUS (b) the sum of (i) the
         Aggregate Revolver Outstandings for the account of ISA, (ii) reserves
         for accrued interest on the Obligations of ISA, (iii) the Environmental
         Compliance Reserve pertaining to ISA and SDI Canada, and (iv) all other
         reserves which the Agent deems necessary in the exercise of its
         reasonable credit judgment exercised in good faith to maintain with
         respect to ISA's account, including, without limitation, reserves for
         any amounts which the Agent or any Lender may be obligated to pay in
         the future for the account of ISA or SDI Canada. The Availability
         attributable to SDI Canada shall not be more than $5,000,000 and shall
         be based on the Dollar Equivalent of its Accounts and Inventory."

                 (c) DEFINITION OF "PERMITTED MEXICAN LOAN AMOUNT". The
         definition of "Permitted Mexican Loan Amount" appearing in Section 1.1
         of the Agreement is hereby amended and restated to read in its entirety
         as follows:


                                     - 2 -
<PAGE>


                     "`PERMITTED MEXICAN LOAN AMOUNT' means $11,457,000."

                 (d) AMENDMENT OF SECTION 9.24. Section 9.24 of the Agreement
         is hereby amended and restated to read in its entirety as follows:

                     "9.24. FIXED CHARGE COVERAGE RATIO. Borrowers will maintain
                 a Fixed Charge Coverage Ratio, calculated as of the last day of
                 each of the Borrowers' Fiscal Quarters, of not less than (i) as
                 of March 31, 2000, on a trailing three months' basis, 0.10 to
                 1.0, (ii) as of June 30, 2000, on a trailing six months' basis,
                 0.33 to 1.0, (iii) as of September 30, 2000, on a trailing nine
                 months' basis, 0.71 to 1.0, and (iv) as of the last day of each
                 Fiscal Quarter thereafter, on a trailing twelve months' basis,
                 1.10 to 1.0."

         SECTION 3.  AGREEMENT BY THE BORROWERS. In consideration of the
execution and delivery of this Amendment by the Agent and the Lenders, the
Borrowers hereby agree that, unless the certificate received by the Agent under
Section 7.2(e) of the Agreement with respect to the Fiscal Quarter ending on
December 31, 1999, shall demonstrate that the Senior Funded Debt to EBITDA Ratio
as of December 31, 1999 was less than 3.75 to 1.0, the Borrowers, jointly and
severally, shall, immediately upon demand by the Agent, pay additional interest
on the Obligations with respect to the period during which the Applicable Margin
had been determined and charged based upon the Senior Funded Debt to EBITDA
Ratio as of September 30, 1999. The per annum percentage of such additional
interest shall represent the difference between (x) the Applicable Margins that
would have been determined without giving effect to the provisions of clause
(iv) of the definition of "EBITDA", LESS (y) the Applicable Margins that were
determined after giving effect to the provisions of clause (iv) of the
definition of "EBITDA". In addition, if the audited Financial Statements
received by the Agent under Section 7.2(a) of the Agreement for the Fiscal Year
ending on December 31, 1999 shall indicate that the Senior Funded Debt to EBITDA
Ratio set forth in the certificate delivered to the Agent under SECTION 7.2(e)
for the Fiscal Quarter ending on December 31, 1999 was inaccurate, and (a) if
the Senior Funded Debt to EBITDA Ratio set forth in such audited Financial
Statements as of December 31, 1999 was greater than or equal to 3.75 to 1.0,
while such earlier certificate had indicated that such ratio was less than 3.75
to 1.0, the Borrowers, jointly and severally, shall, immediately upon demand by
the Agent, pay the amount of such additional interest calculated as set forth in
the preceding provisions of this Section 3, and (b) if the Senior Funded Debt to
EBITDA Ratio set forth in such audited Financial Statements as of December 31,
1999 was less than 3.75 to 1.0, while such earlier certificate had indicated
that such ratio was greater than or equal to 3.75 to 1.0, and if the Borrowers
had previously paid to the Agent an additional interest amount under the terms
of this Section 3, the Lenders, severally and not jointly, shall, immediately
upon demand by the Borrowers, return to the Borrowers such Lender's Pro Rata
Share of such additional interest amount (but without interest on said amount).
Any default by either Borrower in the observance or performance of any of its
respective agreements contained in this Section 3 shall constitute an Event of
Default under the Agreement.

         SECTION 4.  CONDITIONS. The effectiveness of this Amendment is subject
to the satisfaction of the following conditions precedent:


                                     - 3 -
<PAGE>


                (a) AMENDMENT. Fully executed copies of this Amendment signed by
         the Borrowers, the Lenders and the Agent and ratifications signed by
         the Guarantors shall be delivered to the Agent.

                (b) RESOLUTIONS. A certificate executed by the Secretary or
         Assistant Secretary of each Borrower certifying that such Borrower's
         Board of Directors has adopted resolutions authorizing the execution,
         delivery and performance by such Borrower of this Amendment shall be
         delivered to the Agent.

                (c) FEE. The Borrowers shall have paid the Agent, for the
         account of the Lenders, a waiver and amendment fee in the amount of
         $25,000, which fee shall be earned upon execution of this Amendment and
         shall be non-refundable upon such payment to the Agent. The Agent, the
         Lenders and the Borrowers agree that such fee shall be financed by the
         Lenders as a Revolving Loan.

                (d) OTHER DOCUMENTS. The Borrowers shall have executed and
         delivered to the Agent such other documents and instruments as the
         Agent may require.

         SECTION 5. MISCELLANEOUS.

                (a) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
         representations and warranties made in the Agreement or any other
         document or documents relating thereto, including, without limitation,
         any Loan Document furnished in connection with this Amendment, shall
         survive the execution and delivery of this Amendment and the other Loan
         Documents, and no investigation by the Agent or any Lender or any
         closing shall affect the representations and warranties or the right of
         the Agent or any Lender to rely thereon.

                (b) REFERENCE TO AGREEMENT. The Agreement, each of the Loan
         Documents, and any and all other agreements, documents or instruments
         now or hereafter executed and delivered pursuant to the terms hereof,
         or pursuant to the terms of the Agreement as amended hereby, are hereby
         amended so that any reference therein to the Agreement shall mean a
         reference to the Agreement as amended hereby.

                (c) AGREEMENT REMAINS IN EFFECT. The Agreement and the Loan
         Documents remain in full force and effect, and each Borrower ratifies
         and confirms its agreements and covenants contained therein. Each
         Borrower hereby confirms that, after giving effect to this Amendment,
         no Event of Default or Default exists as of such date.

                (d) SEVERABILITY. Any provision of this Amendment held by a
         court of competent jurisdiction to be invalid or unenforceable shall
         not impair or invalidate the remainder of this Amendment and the effect
         thereof shall be confined to the provision so held to be invalid or
         unenforceable.

                (e) APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
         EXECUTED PURSUANT HERETO SHALL BE DEEMED


                                     - 4 -
<PAGE>


         TO HAVE BEEN MADE AND TO BE PERFORMABLE IN THE STATE OF ILLINOIS AND
         SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
         STATE OF ILLINOIS.

                (f) SUCCESSORS AND ASSIGNS. This Amendment is binding upon and
         shall inure to the benefit of the Agent, the Lenders and the Borrowers
         and their respective successors and assigns; PROVIDED, HOWEVER, that
         neither Borrower may assign or transfer any of its rights or
         obligations hereunder without the prior written consent of the Agent
         and the Lenders.

                (g) COUNTERPARTS. This Amendment may be executed in one or more
         counterparts, each of which when so executed shall be deemed to be an
         original, but all of which when taken together shall constitute one and
         the same instrument.

                (h) HEADINGS. The headings, captions and arrangements used in
         this Amendment are for convenience only and shall not affect the
         interpretation of this Amendment.

                    [signatures continued on following page]


                                     - 5 -
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Amendment under seal
on the date first written above.

                         INDUSTRIAL SYSTEMS ASSOCIATES, INC.

                         By:   /s/ John M. Sergey
                            ---------------------------------
                         Name:
                              -------------------------------
                         Title:
                               ------------------------------

                         INTERMAT, INC.

                         By:   /s/ John M. Sergey
                            ---------------------------------
                         Name:
                              -------------------------------
                         Title:
                               ------------------------------

                         BANK OF AMERICA, NATIONAL ASSOCIATION,
                         as Agent

                         By:   /s/ John M. Sergey
                            ---------------------------------
                         Name:
                              -------------------------------
                         Title:
                               ------------------------------

                         BANK OF AMERICA, NATIONAL ASSOCIATION,
                         as a Lender

                         By:   /s/ Brian J. Wright
                            ---------------------------------
                         Name:
                              -------------------------------
                         Title:
                               ------------------------------

                         MELLON BANK, N.A.,
                         as a Lender

                         By:   /s/ Daniel Clancy
                            ---------------------------------
                         Name:
                              -------------------------------
                         Title:
                               ------------------------------


                                     - 6 -
<PAGE>


                           CONSENTS AND REAFFIRMATIONS

         Each of the undersigned (individually, a "Guarantor"), (i) consents to
and approves the execution and delivery of this Amendment by the parties hereto,
(ii) agrees that this Amendment does not and shall not limit or diminish in any
manner the obligations of such Guarantor under such Guarantor's Guaranty dated
as of May 8, 1998, executed by such Guarantor and delivered to the Agent and the
Lenders, or under any of the other documents executed and/or delivered by such
Guarantor in connection with such Guarantor's Guaranty, and agrees that such
obligations of such Guarantor would not be limited or diminished in any manner
even if such Guarantor had not executed this Amendment, (iii) agrees that this
Amendment shall not be construed as requiring the consent of such Guarantor in
any other circumstance, (iv) reaffirms its obligations under such Guarantor's
Guaranty and such other related documents, and (v) agrees that such Guarantor's
Guaranty and such other related documents remain in full force and effect and
are each hereby ratified and confirmed in all respects.

         Date:  March 2, 2000

                             STRATEGIC DISTRIBUTION, INC.

                             By:   /s/ John M. Sergey
                                ---------------------------------
                             Name:
                                  -------------------------------
                             Title:
                                   ------------------------------

                             STRATEGIC DISTRIBUTION (CANADA) HOLDINGS, INC.

                             By:   /s/ John M. Sergey
                                ---------------------------------
                             Name:
                                  -------------------------------
                             Title:
                                   ------------------------------

                             STRATEGIC DISTRIBUTION (CANADA) COMPANY/
                             STRATEGIC (CANADA) COMPAGNIE DE DISTRIBUTION

                             By:   /s/ John M. Sergey
                                ---------------------------------
                             Name:
                                  -------------------------------
                             Title:
                                   ------------------------------

                                     - 7 -