UNIT REPURCHASE AGREEMENT

                  THIS UNIT REPURCHASE AGREEMENT, dated as of April 13, 2002 (together with the Exhibits hereto, this “Agreement”), is by and among The Hillman Companies, Inc., a Delaware corporation (formerly known as SunSource Inc.) (“SunSource”), SUNSUB HOLDINGS, LLC., a Delaware limited liability company and wholly-owned subsidiary of SunSource, together with its successors and assigns (“SunSub”, and collectively with SunSource, the “SunSource Entities”), GC-SUN HOLDINGS, L.P., a Delaware limited partnership (the “Partnership”).

RECITALS

                  WHEREAS, pursuant to the Contribution Agreement between SunSource, certain of its affiliates and the Partnership, dated February 10, 2000 and amended on March 2, 2000 (the “Contribution Agreement”), SunSource contributed its membership interest in Kar Products, LLC and the capital stock of A. & H. Bolt & Nut Company Limited, a company organized under the laws of the Province of Ontario (“A&H Bolt”), and SunSource Canada Investment Company, an unlimited liability company organized under the laws of the Province of Nova Scotia (collectively, the “SunSource Contribution”), to the Partnership on March 2, 2000, in exchange for an interest in the Partnership;

                  WHEREAS, on October 4, 2000, SunSource’s interest in the Partnership was transferred and assigned to SunSub;

                  WHEREAS, pursuant to Sections 9.5 and 9.6 of the Fourth Amended and Restated Agreement of Limited Partnership of GC-SUN Holdings, L.P., dated December 5, 2001 (the “Partnership Agreement”), the Partnership has the right to call SunSub’s Class B Units and Class F Units of the Partnership (collectively, “SunSub Units”);

                  WHEREAS, on January 4, 2002, the Partnership exercised it call rights pursuant to Sections 9.5 and 9.6 of the Partnership Agreement and provided SunSub with the requisite notice of such call exercises in accordance with the terms of the Partnership Agreement; and

                  WHEREAS, the parties have mutually agreed to the terms of the repurchase of the SunSub Units pursuant to Sections 9.5 and 9.6 of the Partnership Agreement and SunSub and the Partnership wish to hereby evidence such agreement and the repurchase of SunSub’s Class B Unit and Class F Units by the Partnership.

                  NOW, THEREFORE, in consideration of the respective representations, warranties, covenants, conditions, agreements and premises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I.
PURCHASE AND SALE

                  Section 1.1       Purchase and Sale of Shares. Upon the terms and conditions of this Agreement, at the Closing, SunSub hereby agrees to sell, transfer, convey, assign and deliver to the Partnership, free and clear of any Liens, and the Partnership hereby agrees to purchase, acquire and accept from SunSub the SunSub Units for the consideration described in Section 1.2 below (the “Unit Purchase”).

                  Section 1.2       Purchase Price

                  The aggregate consideration for the SunSub Units shall be TEN MILLION DOLLARS AND ZERO CENTS ($10,000,000.00) (the “Purchase Price”), which amount shall be payable at the Closing, by issuance of the Note by the Partnership to SunSub.

                  Section 1.3       Closing. The closing of the Unit Purchase and the other transactions contemplated by this Agreement (the “Closing”) shall take place on the first Business Day after satisfaction or waiver (as permitted by this Agreement and applicable law) of the conditions to Closing (other than those conditions that, by their terms, cannot be satisfied until the Closing Date) set forth in Article VI (the “Closing Date”), unless another time or date is agreed to in writing by the parties hereto. The Closing shall be held at a location or by other means mutually agreed upon by the parties hereto.

                  Section 1.4       Closing Procedures and Deliveries.

                  (a)       Transfer and Delivery of Shares. To effect the sale and transfer of the SunSub Units, at the Closing SunSub shall transfer and deliver to the Partnership the Unit certificates representing the SunSub Units, free and clear of any Liens of any nature whatsoever, duly endorsed in blank for transfer, or accompanied by irrevocable stock powers duly executed in blank, in either case by the holders of record of such Units.

                  (b)       Issuance of Note. At the Closing, upon receipt of the SunSub Units as provided in Section 1.1, the Partnership shall issue the Note to SunSub in accordance with Section 1.2 hereof.

                  (c)       Certificates; Opinions and Documents. At the Closing, the Partnership and the SunSource Entities shall deliver the certificates, opinions and documents described in Article V of this Agreement required to be delivered at Closing as conditions to Closing.

                  (d)       Other Closing Transactions. At the Closing, each of the parties hereto shall take such other actions reasonably required hereby to be performed by it prior to or on the Closing Date, including, without limitation, satisfying the conditions set forth in Article V of this Agreement.

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ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF SUNSOURCE

                  SunSource represents and warrants to the Partnership that the statements contained in this Article II are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though
 

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