EX-(D)(5)TERMINATION AGREEMENT

EXHIBIT D.5

TERMINATION AGREEMENT


This Termination Agreement is made as of June 18, 2001 among and
between SunSource Inc., a Delaware corporation ("SunSource"), Lehman Brothers
(as that term is defined in the Stockholders Agreement (as defined below)),
Donald T. Marshall ("Marshall"), John P. McDonnell ("McDonnell"), Norman V.
Edmonson ("Edmonson"), Harold J. Cornelius ("Cornelius"), Max W. Hillman
("Hillman"), Joseph M. Corvino ("Corvino") and the respective S-corporations of
Marshall, McDonnell, Edmonson, Cornelius, Hillman and Corvino listed on the
signature page hereto (Marshall, McDonnell, Edmonson, Cornelius, Hillman and
Corvino and their respective S-corporations, collectively with SunSource and
Lehman Brothers, the "Parties" and each a "Party").

WHEREAS, the Parties are all of the parties to that certain
Stockholders Agreement (the "Stockholders Agreement") by and among the Parties
dated as of July 31, 1997, which Stockholders Agreement has not been amended,
and desire to terminate the Stockholders Agreement as set forth herein.

NOW, THERFORE, in consideration of the mutual covenants and
agreements herein contained and for other good and valuable consideration, the
Parties, intending to be legally bound, hereby covenant and agree as follows:

1. Termination; Effective Time. The Stockholders Agreement is
hereby terminated in its entirety and has no further force and effect
whatsoever. This Termination Agreement shall be effective upon approval by a
majority of the independent directors (as defined in annex 1 to the Stockholders
Agreement).

2. Release. Each of the Parties hereby releases, remises and forever
discharges each of the other Parties from and against any and all liabilities,
obligations, losses, demands or claims which any of them have or ever have had,
of every kind and nature, at law or in equity, whether known or unknown,
relating to or arising out of the Stockholders Agreement.

3. Entire Agreement. This Termination Agreement contains the sole
and entire agreement among the Parties with respect to the subject matter
hereof, and supercedes any and all prior agreements, understandings,
negotiations and discussions, whether oral or written, among the Parties with
respect to the subject matter.

4. Governing Law. This agreement and all matters relating to the
interpretation, construction, validity and enforcement of this agreement shall
be governed by and construed in accordance with the domestic laws of the State
of Delaware without giving effect to any choice or conflict of law provision or
rule (whether of the State of Delaware or any other jurisdiction) that would
cause the application of laws of any jurisdiction other than the State of
Delaware.

5. Counterparts. This Termination Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Termination Agreement
shall become binding when one or more counterparts hereof, individually or taken
together, shall bear the signatures of all of the parties reflected hereon as
the signatories.

6. Lehman Entities. Each of Lehman/SDI, Inc., Lehman Brothers
Capital Partners I, L.P. and LBI Group, Inc. represent that Lehman LTD. I, Inc.
has been dissolved in accordance with applicable law, and no longer exists as a
separate entity.




IN WITNESS WHEREOF, the Parties have duly executed and delivered this
agreement on the date first above written.


SUNSOURCE INC.

By: /s/ MAURICE P. ANDRIEN, JR.
----------------------------
Name: Maurice P. Andrien, Jr.
Title: President & CEO

LEHMAN/SDI, INC.

By: /s/ EDWARD S. GRIEB
-------------------------
Name: Edward S. Grieb
Title: VP


LEHMAN BROTHERS CAPITAL
PARTNERS I, L.P.

By: /s/ STEVEN BERKENFELD
-------------------------
Name: Steven Berkenfeld
Title: SVP of LB I Group Inc.
as G.P.


LB I GROUP, INC.

By: /s/ STEVEN BERKENFELD
-------------------------
Name: Steven Berkenfeld
Title: SVP

DOTMAR CORP.


/s/ DONALD T. MARSHALL By: /s/ DONALD T. MARSHALL
- ------------------------- -------------------------
Donald T. Marshall

JPM CORP.

/s/ JOHN P. McDONNELL By: /s/ JOHN P. McDONNELL
- ------------------------- -------------------------
John P. McDonnell


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NORVED CORP.

/s/ NORMAN V. EDMONSON By: /s/ NORMAN V. EDMONSON
- ------------------------- -------------------------
Norman V. Edmonson

HJC CORP.

/s/ HAROLD J. CORNELIUS By: /s/ HAROLD J. CORNELIUS
- ------------------------- -------------------------
Harold J. Cornelius

MWH CORP.

/s/ MAX W. HILLMAN, JR. By: /s/ MAX W. HILLMAN, JR.
- ------------------------- -------------------------
Max W. Hillman

DIACOR CORP.

/s/ JOSEPH M. CORVINO By: /s/ JOSEPH M. CORVINO
- ------------------------- -------------------------
Joseph M. Corvino




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