EX-(D)(2)FORM OF EQUITY PURCHASE AGREEMENT

EXHIBIT D.2


June __, 2001




Allied Capital Corporation
1919 Pennsylvania Avenue, N.W.
Washington, DC 20006


ATTN: G. Cabell Williams III

RE: EQUITY PURCHASE AGREEMENT
-------------------------

Dear Mr. Williams:

In connection with the Agreement and Plan of Merger dated as of June
__, 2001 (the "Merger Agreement"), pursuant to which a subsidiary of Allied
Capital Corporation ("Allied Capital") shall merge with and into SunSource Inc.
("SunSource") upon the terms and conditions set forth therein (the "Merger"),
the undersigned will purchase from Allied Capital 0 shares of Company Common
Stock for a purchase price of $10.375 per share and an aggregate purchase price
of $0 ("Aggregate Cash"). Capitalized terms not otherwise defined in this letter
agreement shall have the meanings ascribed to them in the Merger Agreement. The
undersigned, subject to the terms and conditions set forth in this letter
agreement, hereby agrees that at the time of the Company Recapitalization, he
will purchase such shares of Company Common Stock from Allied Capital. The
undersigned shall then immediately contribute such shares to SunSource and an
additional 19,880 shares of Company Common Stock beneficially owned by MAURICE
ANDRIEN and for which he has full legal authority to sell, free and clear of all
liens, claims and encumbrance in exchange for an equal number of shares of New
Preferred Stock.

The amount of cash and number of shares indicated above are calculated
using the Cash Election price of $10.375. If the provisions of Article IIIA of
the Merger Agreement are effective, then (i) the actual amount of shares of
Company Common Stock to be purchased for cash shall be equal to the quotient
obtained by dividing A by B where:

A = the amount of Aggregate Cash
B = the product of the Average Parent Common
Stock Price and the Exchange Ratio or
Adjusted Exchange Ratio, whichever is
applicable


and (ii) the amount of shares of Company Common Stock purchased with cash to be
contributed by the undersigned, as well as the number of shares of New Preferred
Stock to be issued shall be reduced or increased accordingly.




Allied Capital Corporation
June __, 2001
Page 2


Additionally, the undersigned is the holder of 130,000 Rollover Options
which he shall not exercise, surrender, assign, transfer or pledge prior to the
Effective Time. Each Rollover Option shall remain in effect at the Effective
Time without any change in the terms and conditions of such Rollover Option as
in effect prior to the Effective Time, except that the Rollover Options shall
vest in accordance with the terms of the Stock Option Plan at the Effective Time
and shall not be adjusted as a result of the consummation by the Company of the
transactions contemplated hereby.

In connection therewith, the undersigned has agreed to deposit $0 into
an escrow account pursuant to and subject to all of the terms and conditions set
forth in the Escrow Agreement, dated as of the date hereof. The funds deposited
by the undersigned pursuant to the Escrow Agreement will be credited toward the
purchase price for the Company Common Stock to be acquired by the undersigned
hereunder upon delivery of such funds to Allied Capital.

Such purchase of Company Common Stock and contribution of Company
Common Stock for New Preferred Stock is subject to the following conditions: (i)
immediately prior to the Company Recapitalization, Allied Capital and SunSource
shall determine that the conditions precedent to the Merger specified in
Articles VII, VIII and IX of the Merger Agreement have been or will promptly be
satisfied or waived and SunSource shall have fulfilled its obligations under
Section 6.20 of the Merger Agreement, and (ii) the Merger Agreement has not been
terminated pursuant to Article XII of the Merger Agreement. Upon satisfaction of
each of the conditions set forth above, the undersigned shall deliver a written
notice to the Escrow Agent under the Escrow Agreement authorizing the release of
the Escrow Funds (as defined therein) to Allied Capital pursuant to the terms
thereof.

This letter shall be governed by and construed under the laws of the
State of Delaware without regard to conflict of law principles. Any judicial
proceeding brought against the undersigned relating to a dispute arising out of
this letter will be brought exclusively in the Delaware courts and by its
execution and delivery of this letter, the undersigned accepts the exclusive
jurisdiction of the Delaware courts.




Allied Capital Corporation
June __, 2001
Page 3



The letter shall terminate, and the undersigned shall have no further
obligations hereunder if the Merger Agreement is terminated pursuant to Article
XII of the Merger Agreement.

Very truly yours,



------------------
Maurice P. Andrien