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                                                                   EXHIBIT 10.12


                             Waxman Industries, Inc.
                                24460 Aurora Road
                           Bedford Heights, Ohio 44146



                                           March 28, 1996

Barnett Inc.
3333 Lenox Avenue
Jacksonville, Florida 32254

Dear Sirs:

         Waxman Industries, Inc., a Delaware corporation ("Waxman") and Barnett
Inc., a Delaware corporation, hereby agree as follows:

         1. For purposes of this Agreement the term (a) "Subsidiary" means, with
respect to any person, (i) a corporation a majority of whose Capital Stock with
voting power, under ordinary circumstances, to elect directors ("Voting
Securities") is at the time, directly or indirectly, owned by such person, by
one or more Subsidiaries of such person or by such person and one or more
Subsidiaries of such person or (ii) any other person (other than a corporation)
in which such person, one or more Subsidiaries of such person or such person and
one or more Subsidiaries of such person, directly or indirectly, at the date of
determination thereof, has at least a majority ownership interest and (b)
"Capital Stock" means, with respect to any person, any and all shares,
interests, participations, rights in, or other equivalents (however designated
and whether voting or non-voting) of such person's capital stock and any and all
rights, warrants or options exchangeable for or convertible into such capital
stock.

         2. During the term of this Agreement, Waxman will not, and will cause
each of its Subsidiaries not to, acquire, offer to acquire, or agree to acquire,
directly or indirectly, by purchase or otherwise, any Voting Securities
(including shares of common stock, par value $.01 per share) of Barnett or
direct or indirect rights or options to acquire (through purchase, exchange,
conversion or otherwise) any Voting Securities of Barnett if such acquisition,
at the time it is made, together with the Voting Securities of Barnett otherwise
owned collectively by Waxman and its Subsidiaries, would result in Waxman's
aggregate beneficial (as defined below) or record ownership of Voting Securities
of Barnett during the term of this Agreement equalling or exceeding a majority
of the Voting Securities of Barnett as most recently publicly reported on or
prior to the date of such acquisition, it being understood that no subsequent
reduction in the outstanding Voting Securities of Barnett shall result in a
violation of this paragraph.
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         3. During the term of this Agreement, Waxman and any of its
Subsidiaries shall have the right, directly or indirectly, to offer, sell,
transfer, pledge, assign, hypothecate or otherwise dispose of any Voting
Securities of Barnett beneficially owned by Waxman or any of its Subsidiaries.

         4. The parties to this Agreement shall take all actions and execute all
instruments, documents, stipulations and agreements reasonably necessary to
implement or carry out the terms hereof.

         5. This Agreement shall become effective upon the execution hereof and
shall remain effective for a period of four years.

         6. Each of the parties hereto represents and warrants that it is duly
authorized to execute and deliver this Agreement and that this Agreement is a
valid and binding obligation of such party enforceable against such party in
accordance with it terms. This Agreement shall be binding upon, and shall inure
to the benefit of and be enforceable by, the respective successors and, assigns
of the parties hereto.

         7. The parties agree that the provisions of this Agreement shall be
severable in the event that any of the provisions hereof are held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable, and that
the remaining provisions shall remain enforceable to the fullest extent
permitted by law.

         8. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware (without giving effect to the principles of
conflict of laws thereof).

         9. This Agreement may be executed in two or more counterparts which
together shall constitute a single agreement.

                                      Very truly yours,

                                      Waxman Industries, Inc.



                                      By: /s/ Michael J. Vantusko
                                          ----------------------------


Accepted and Agreed:

Barnett Inc.


By:  /s/ William R. Pray
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