Prosource Inc – IPO: ‘S-1’ on 9/6/96 – EX-23.2

As of:  Friday, 9/6/96   ·   Accession #:  950123-96-4896   ·   File #:  333-11499

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Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)                112    656K 
 9: EX-10.10    Amendment No. 2 to Loan and Security Agreement        10     32K 
10: EX-10.11    Pledge Agreement, Made as of March 31, 1995           17     46K 
11: EX-10.12    Pledge Agreement, Made as of March 31, 1995           16     45K 
12: EX-10.13    Subordination Agreement, Dated March 31, 1995          9     34K 
13: EX-10.14    Unconditional Guaranty, Made March 31, 1995           12     35K 
14: EX-10.15    Subordinated Note, Dated March 31, 1995               16     68K 
15: EX-10.16    Subordinated Note, Dated March 31, 1995               11     45K 
16: EX-10.17    Form of Distribution Agreement                        19     54K 
17: EX-10.18    Form of Amendment Agreement                           15     24K 
18: EX-10.19    Addendum to Form of Distribution Agreement             4     18K 
19: EX-10.22    Employment Agreement:Adzia                             9     40K 
20: EX-10.23    Employment Agreement:Garcia De Quevedo                16     40K 
21: EX-10.24    Employment Agreement: Andruskiewicz                    9     39K 
22: EX-10.25    Employment Agreement:Foley                            13     38K 
 2: EX-10.3     Stock Subscription Warrant, Dated March 31, 1995      26     96K 
 3: EX-10.4     Agreement Dated November 10, 1994                     88    268K 
 4: EX-10.5     Purchase Agreement Amendment Dated Feb. 24, 1995      25     72K 
 5: EX-10.6     Second Purchase Agreement Amendment                    2     15K 
 6: EX-10.7     Third Purchase Agreement Amendment                     2     14K 
 7: EX-10.8     Loan and Security Agreement Dated March 31, 1995     185    566K 
 8: EX-10.9     Amendment No. 1 to Loan and Security Agreement         8     26K 
23: EX-21.1     Subsidiaries of the Company                            1      8K 
24: EX-23.1     Consent of Kpmg Peat Marwick LLP                       1      9K 
25: EX-23.2     Consent of Price Waterhouse LLP                        1      8K 
26: EX-27.1     Financial Data Schedule                                1     11K 

EX-23.2   —   Consent of Price Waterhouse LLP

EX-23.2
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                                                              EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS  

We hereby consent to the use in the Prospectus constituting part of this        
Registration Statement on Form S-1 of our report dated December 9, 1994,        
relating to the combined financial statements of the National Accounts          
Division of The Martin-Brower Company, which appears in such Prospectus. We     
also consent to the reference to us under the heading "Experts" in such         
Prospectus.                                                                     

Price Waterhouse LLP                                                            
PRICE WATERHOUSE LLP                                                            

Chicago, Illinois                                                               
September 6, 1996                                                               

Dates Referenced Herein

This ‘S-1’ Filing		Date		Other Filings
Filed on:		9/6/96		None on these Dates
		12/9/94
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