EMPLOYMENT AGREEMENT

THIS AGREEMENT (Agreement), dated as of ___________ __ 2006, between J&L America, Inc. (DBA as J&L Industrial Supply), a Michigan corporation (the Company), and Michael Wessner (the Executive).

W I T N E S S E T H

WHEREAS, MSC Acquisition Corp. VI (Buyer) has agreed to acquire (the Acquisition) all of the outstanding stock of the Company, of which the Executive is an employee, pursuant to a certain Stock Purchase Agreement dated March __, 2006 between MSC Industrial Direct Co., Inc. (MSC), Buyer, JLK Direct Distribution, Inc. and Kennametal Inc. (Kennametal); and

WHEREAS, the Company desires to employ the Executive, and the Executive desires to accept such employment, on and subject to the occurrence of the Effective Date as defined below and on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, representations and warranties set forth herein, and for other good and valuable consideration, it is hereby agreed as follows:

1.             Employment. Effective as of and contingent upon the consummation of the Acquisition, the Company hereby agrees to employ the Executive, and the Executive hereby accepts such employment, upon the terms and conditions set forth herein. The date of consummation of the Acquisition and accordingly the Effective Date of Executives employment with the Company hereunder shall hereinafter be referred to as the Effective Date.  Concurrently with the Executives execution of this Agreement, the Executive has executed the Associate Confidentiality, Non-Solicitation and Non-Competition Agreement, attached as Exhibit B hereto (the Confidentiality Agreement).

2.             Term. Subject to the provisions of Section 8 hereof, the period of the Executives employment under this Agreement shall be from the Effective Date through the one year anniversary of the Effective Date, unless sooner terminated by the Company or upon the voluntary resignation of the Executive (the Term). Unless the parties otherwise agree in writing, continuation of the Executives employment with the Company beyond the expiration of the Term shall be deemed an employment at will and Executives employment may thereafter be terminated at will by Executive or the Company, provided, however, that Section 9 and the Confidentiality Agreement shall survive expiration of the Term and termination of the Executives employment.

3.             Position and Duties.

(a)           During the first twelve months of the Term, the Executive shall serve as the President of the Company and shall have such responsibilities and duties, consistent with the Executives responsibilities and duties to the Company prior to the Effective Date, as from time to time may be prescribed by the President and/or the Board of Directors of the Company. In connection with the future integration of the Company and MSC, after the first twelve months of the Term, Executives title may be changed, in consultation with the Executive, to reflect the coordination of MSCs and the Companys respective title structures, provided, however, that the Executives duties shall not be materially diminished as a result of such change in title.

(b)           Subject to Section 3(a), during the Term, the Executive shall perform and discharge the duties that may be assigned to him from time to time by the President of the Company, and the Executive shall devote his best talents, efforts and abilities to the performance of his duties hereunder.

(c)           During the Term, the Executive shall perform such duties on a full-time basis and the Executive shall have no other employment and no other outside business activities whatsoever; provided, however, that the Executive shall not be precluded from making passive investments which do not require the Executives devotion of any significant time or effort.

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