EXHIBIT 3.8
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                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                            GLENWOOD ACQUISITION LLC


                  LIMITED LIABILITY COMPANY AGREEMENT (the "AGREEMENT"), dated
as of April 15, 2003, by Interline Brands, Inc., a New Jersey corporation, the
foregoing being the sole member (the "MEMBER") of Glenwood Acquisition LLC, a
Delaware limited liability company (the "COMPANY").

                  WHEREAS, the Member desires (i) to form a Delaware limited
liability company under the name "Glenwood Acquisition LLC" pursuant to the
Delaware Limited Liability Company Act, Delaware Code, Title 6, Sections 18-101,
ET SEQ, as in effect from time to time (the "ACT"), and (ii) to enter into this
Agreement to set forth and establish its rights, duties and obligations.

                  NOW, THEREFORE, the Member, intending to be legally bound,
agrees as follows:

         A.       FORMATION. The Member hereby organizes a limited liability
company pursuant to the Act and the provisions of this Agreement and, for that
purpose, has caused a Certificate of Formation to be prepared, executed and
filed with the Delaware Secretary of State on March 27, 2003.

         B.       TERM. The term of the Company began upon the acceptance of the
Certificate of Formation by the office of the Delaware Secretary of State. The
Company shall have perpetual existence unless sooner terminated by the Member.

         C.       NAME. The name of the Company shall be "Glenwood Acquisition
LLC" or such other name or names as the Member may from time to time designate;
PROVIDED, that the name shall always contain the words "Limited Liability
Company," "L.L.C." or "LLC."

         D.       PURPOSE. The Company is organized for any lawful business
purpose or activity which may be conducted by a limited liability company under
the Act.

         E.       MANAGEMENT. The Company shall be managed and the conduct of
its business will be controlled by the Member. The Company shall have such
officers as the Member shall determine from time to time. The Member hereby
designates William Sanford to serve as the president and chief executive officer
of the Company, to serve in that capacity at the pleasure of the Member.

         F.       DISTRIBUTIONS. All distributions of cash or other property, in
liquidation or otherwise, shall be made by the Company to the Member.




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         G.       GOVERNING LAW; SEVERABILITY. This Agreement shall be construed
in accordance with the laws of the State of Delaware. If it is determined by a
court of competent jurisdiction that any provision of this Agreement is invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.

                  IN WITNESS WHEREOF, the Member has caused this Agreement to be
signed as of the date first above written.



                                         INTERLINE BRANDS, INC.


                                         By:  /s/ William Sanford
                                              ---------------------------------
                                              Name:  William Sanford
                                              Title: Executive Vice President
                                                     Chief Financial Officer