AUCTION MARKET PREFERRED STOCK



                                VOTING AGREEMENT





                          Dated as of February 7, 2002





                                 by and between





                                THE STANLEY WORKS





                                       and





                                   BNP PARIBAS





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                  This AUCTION MARKET PREFERRED STOCK VOTING AGREEMENT (this

"AGREEMENT") is dated as of February 7, 2002 and is by and between THE STANLEY

WORKS, a Connecticut corporation and BNP PARIBAS, a societe anonyme organized

and existing under the laws of The Republic of France ("INVESTOR").



                               W I T N E S S E T H

                               - - - - - - - - - -



                  WHEREAS, The Stanley Works is the holder of all 155,652 shares

of the outstanding shares of Common Stock of Stanley Logistics, Inc., a Delaware

corporation (the "COMPANY");



                  WHEREAS, pursuant to an Auction Market Preferred Stock

Subscription Agreement (the "SUBSCRIPTION AGREEMENT"), dated as of February 4,

2002, between the Company and The Stanley Works, The Stanley Works agreed either

to subscribe for, or to procure the subscription by another person or persons

of, and the Company has agreed to issue, 11,445 shares of Auction Market

Preferred Stock, par value $0.01 per share (the "AMPS SHARES"), of the Company,

issued under the Certificate of Rights, Powers, Designations and Preferences,

and the Qualifications, Limitations or Restrictions Thereof, of the Auction

Market Preferred Stock of the Company (the "CERTIFICATE OF DESIGNATIONS") at a

subscription price per share equal to the Liquidation Preference (as defined

below) of such shares (the "ISSUE PRICE");



                  WHEREAS, pursuant to the Auction Market Preferred Stock

Procurement Agreement, dated as of February 7, 2002, between The Stanley Works

and Investor (the "PROCUREMENT AGREEMENT"), Investor agreed to subscribe for the

AMPS Shares and pay the Issue Price to the Company;



                  WHEREAS, pursuant to the Procurement Agreement, Investor

subscribed the AMPS Shares on the Closing Date;



                  WHEREAS, pursuant to the Auction Market Preferred Stock

Investment Agreement, dated as of February 7, 2002, between The Stanley Works

and the Company (the "INVESTMENT AGREEMENT"), The Stanley Works agreed to give

certain undertakings to the Company for the benefit of Investor in connection

with the AMPS Shares; and



                  WHEREAS, Investor has agreed to give certain undertakings to

The Stanley Works in connection with Investor's investment in the AMPS Shares;



                  NOW, THEREFORE, the parties, intending to be bound, hereby

agree as follows:



                                   ARTICLE I



                                   DEFINITIONS



                  Terms not otherwise defined herein shall have the meanings set

forth in Annex A to the Procurement Agreement (with terms defined in the

singular having comparable meanings when used in the plural and vice-versa),

unless the context otherwise requires.





                                       1

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                                   ARTICLE II



                                    COVENANTS



         Section 2.1 Voting of AMPS Shares. For a period commencing on the date

hereof and ending on February 7, 2008, Investor shall vote any AMPS Shares held

by the Investor for the election of Directors of the Company, and solely for

such decision, in the same manner as The Stanley Works votes its shares of the

Common Stock of the Company including, without limitation, by executing any

written consent of shareholders in lieu of meeting.



                                  ARTICLE III



                          LEGAL OR REGULATORY CONTESTS



         Section 3.1 (a) The parties agree to notify each other of, and to

cooperate in connection with, any audits or Legal or Regulatory contests

relating to the transactions contemplated by the Transaction Documents, and the

party seeking cooperation will reimburse the cooperating party for all out of

pocket costs incurred in connection with such cooperation.



         (b)(i) If a United States Legal or Regulatory claim is asserted against

Investor, then Investor must within fifteen (15) days thereafter provide notice

of such claim to the Company. Within thirty (30) days following receipt of such

notice, The Stanley Works may assume control, at its expense and with counsel of

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