February 15, 1999

   1
                                                                    EXHIBIT 2.10

                               February 15, 1999


Xx. Xxxxx X. Xxxxxx
0000 Xxxxxxxx Xxxxxxx
Xxxxxxxx, Xxxxx 00000



Dear Xx. Xxxxxx:

     Reference is made to the Stock Purchase Agreement (the "Agreement"), dated
as of December 23, 1998, between you, Xxxxxxx Partners II, L.P. ("Xxxxxxx") and
Kevco, Inc. (the "Company"). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Agreement.

     As of the date hereof the Closing has not occurred and the conditions to
the obligations of Xxxxxxx set forth in Article IX of the Agreement have not
been fulfilled. In accordance with Section 13.1(b) of the Agreement, Xxxxxxx
hereby terminates the Agreement and the transactions contemplated thereby.


                                   Very Truly Yours,


                                   XXXXXXX PARTNERS II, L.P.

                                   By:  Xxxxxxx Management Company II, L.P.
                                        its general partner

                                   By:  Xxxxxxx Management Limited, L.L.C.
                                        its general partner

                                   By:  /s/ XXXXX XXXXXXX
                                        --------------------------------------
                                            Xxxxx Xxxxxxx
                                            Principal