Related Party Transactions and Outside Related Director Information

DXP Enterprises, Inc. (DXPE)

6/12/2006 Proxy Information

A company wholly owned by Mr. Wappler is reimbursed by DXP for Mr. Wappler's and other DXP employees' business use of a plane owned and operated by such company. During 2005, DXP reimbursed such company for an aggregate of $38,700 for business use of the plane during 2005.

Mr. Vinson is the trustee of three trusts for the benefit of Mr. Little's children, each of which holds 454,060 shares of Common Stock and 5,000 shares of Series B Preferred Stock. Mr. Vinson exercises sole voting and investment power over the shares held by such trusts.

Prior to 2002, the Board had approved DXP making advances and loans to Mr. Little. During 2001 the advances and loans to Mr. Little were consolidated into three notes receivable, each bearing a fixed rate of interest of 3.97 percent per annum and due December 30, 2010. Accrued interest is due annually. On March 31, 2004 and as approved by the Board, DXP exchanged two of the notes receivable from Mr. Little with a face value of $338,591, including accrued interest, for 80,619 shares of Common Stock held by three trusts for the benefit of Mr. Little's children. The shares were valued at the $4.20 per share closing market price on March 31, 2004. The balance of the remaining notes was $840,000 and $880,000 at December 31, 2005 and 2004, respectively. During 2005 Mr. Little paid $34,936 of accrued interest and $40,000 of principal to DXP. The largest balance of the note during 2005 was $880,000. The balance of the note outstanding at May 31, 2006 was $840,000. The note is secured by 677,267 shares of DXP common stock.