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                                                                    EXHIBIT 10.2

                                  May 2, 2000

DXP Acquisition, Inc. d/b/a
Strategic Acquisition, Inc.
7272 Pinemont
Houston, Texas 77040
Attention: Chief Financial Officer

     Re:  Loan and Security Agreement with Fleet Capital Corporation --
          Reserve Relating to Landlord Consents

Gentlemen:

     Reference is hereby made to that certain Loan and Security Agreement,
dated June 16, 1997, executed by Fleet Capital Corporation, A Rhode Island
corporation ("Lender") and DXP Acquisition, Inc. d/b/a Strategic Acquisition,
Inc., a Nevada corporation ("Borrower") (as amended from time to time, the
"Loan Agreement"). Unless otherwise indicated, all terms used herein shall have
the same meanings as in the Loan Agreement.

     As Borrower knows, at the time of the establishment of the credit facility
described in the Loan Agreement, lender implemented against the otherwise
available Revolving Credit Loans a reserve of $425,000 because of the lack of
satisfactory landlord consents at several of Borrower's locations (the "Landlord
Consent Reserve").

     Provided that no Default or Event of Default at such time has occurred and
is continuing, Lender agrees to eliminate the Landlord Consent Reserve at such
time as the term loan by Lender to David R. Little has been restructured in a
manner and pursuant to executed documentation in form and substance
satisfactory to Lender, in its sole discretion.

     Borrower agrees that if the Landlord Consent Reserve is eliminated,
Borrower shall use its best faith efforts to obtain executed landlord consents
in form and substance satisfactory to Lender, in Lender's sole discretion, for
each of Borrower's locations, and Borrower further agrees that if it does not
supply such landlord consents to Lender within 90 days after the elimination of
the Landlord Consent Reserve, Lender shall thereafter have the right to
establish reserves against the otherwise available Revolving Credit Loans in
such amounts as Lender shall deem appropriate, in Lender's sole discretion.

     Lender and Borrower hereby further agree that (i) the provisions of this
letter shall not constitute a waiver of any past, present or future violation
or violations of any provision of the Loan Agreement or any Other Agreement,
and (ii) the provisions of this letter shall not directly or indirectly in any
way whatsoever either: (a) impair, prejudice or otherwise adversely affect
Lender's right at any time to exercise any right, privilege, or remedy in
connection with the Loan Agreement, any Other Agreement, or any other contract
or instrument, or (b) amend or alter any provision of the Loan Agreement, any
Other
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DXP Acquisition, Inc., d/b/a
Strategic Acquisition, Inc.
May 2, 2000
Page 2

Agreement, or any other contract or instrument, or (c) constitute any course of
dealing or other basis for altering any obligation of Borrower or any right,
privilege, or remedy of Lender under the Loan Agreement, any Other Agreement, or
any other contract or instrument.

     Except as expressly set forth herein, all of the other terms, provisions
and conditions of the Loan Agreement and the Other Agreements shall remain and
continue in full force and effect.

     Lender reserves all of its rights, privileges and remedies under the Loan
Agreement, each Other Agreement and any other contracts or instruments executed
by Borrower and/or for the benefit of Lender. In order to induce Lender to
execute this letter, Borrower accepts and agrees to each provision of this
letter.

     Notwithstanding any provision of this letter to the contrary, this letter
shall not be directly or indirectly effective against Lender for any purpose
unless and until Lender receives a copy of this letter which has been duly
signed by the Borrower.

                              Yours very truly,

                              FLEET CAPITAL CORPORATION

                              By:   /s/ H. MICHAEL WILLIS
                                   -----------------------
                              Its:  Sr. Vice President

AGREED AND ACCEPTED:

DXP ACQUISITION, INC., d/b/a
STRATEGIC ACQUISITION, INC.

By:   /s/ Gary A. Allcorn
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Its: VP Finance