0001047469-05-008349 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2005 • Strategic Distribution Inc • Wholesale-machinery, equipment & supplies • Pennsylvania

THIS AGREEMENT, entered into as a condition of employment between STRATEGIC DISTRIBUTION, INC., (“SDI”) a Delaware corporation and its affiliates and subsidiaries the “Company”), and the undersigned individual (the “Employee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2005 • Strategic Distribution Inc • Wholesale-machinery, equipment & supplies • Pennsylvania

THIS AGREEMENT, entered into as a condition of employment between INDUSTRIAL SYSTEMS ASSOCIATES, INC., (“ISA”) a Pennsylvania corporation and its affiliates and subsidiaries (the “Company”), and the undersigned individual (the “Employee”).

INCENTIVE STOCK OPTION AGREEMENT UNDER THE STRATEGIC DISTRIBUTION, INC.
Incentive Stock Option Agreement • March 31st, 2005 • Strategic Distribution Inc • Wholesale-machinery, equipment & supplies

THIS AGREEMENT, made as of this day of , 200 , by and between STRATEGIC DISTRIBUTION, INC., a Delaware corporation (the “Company”) and (the “Optionee”).

Stock Option Agreement
Non-Employee Director Stock Option Agreement • March 31st, 2005 • Strategic Distribution Inc • Wholesale-machinery, equipment & supplies • Delaware

This Option Agreement (the “Agreement”) is made as of the day of , 200 , by and between Strategic Distribution, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a non-employee director of the Company.

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