BRIDGE REVOLVING CREDIT AGREEMENT

                          Dated as of November 30, 1999

                                  By And Among


                               HUGHES SUPPLY, INC.


                                       AND


              SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,




--------------------------------------------------------------------------------

                                 King & Spalding
                           191 Peachtree Street, N.E.
                             Atlanta, Georgia 30303
                              Attn: G. Lemuel Hewes
                                 (404) 572-4600



<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                    <C>
Article I.     DEFINITIONS; CONSTRUCTION................................................1
   Section 1.01     Definitions.........................................................1
   Section 1.02     Accounting Terms and Determination.................................11
   Section 1.03     Other Definitional Terms...........................................11
   Section 1.04     Exhibits and Schedules.............................................11
Article II.    REVOLVING LOAN COMMITMENT...............................................12
   Section 2.01     Revolving Loan Commitment, Use of Proceeds.........................12
   Section 2.02     Revolving Note; Repayment of Principal.............................12
   Section 2.03     Voluntary Reduction of Revolving Loan Commitment...................13
Article III.   GENERAL LOAN TERMS......................................................13
   Section 3.01     Funding Notices....................................................13
   Section 3.02     Disbursement of Funds..............................................14
   Section 3.03     Interest...........................................................14
   Section 3.04     Interest Periods...................................................15
   Section 3.05     Fees...............................................................16
   Section 3.06     Voluntary Prepayments of Borrowings................................16
   Section 3.07     Payments, etc......................................................16
   Section 3.08     Interest Rate Not Ascertainable, etc...............................18
   Section 3.09     Illegality.........................................................18
   Section 3.10     Increased Costs....................................................18
   Section 3.11     Lending Offices....................................................20
   Section 3.12     Funding Losses.....................................................20
   Section 3.13     Assumptions Concerning Funding of Eurodollar Advances..............20
   Section 3.14     Capital Adequacy...................................................20
   Section 3.15     Benefits to Guarantors.............................................21
   Section 3.16     Limitation on Certain Payment Obligations..........................21
Article IV.    CONDITIONS TO BORROWINGS................................................22
   Section 4.01     Conditions Precedent to Initial Revolving Loans....................22
   Section 4.02     Conditions to All Revolving Loans..................................23
Article V.     REPRESENTATIONS AND WARRANTIES..........................................24
Article VI.    COVENANTS...............................................................24
Article VII.   EVENTS OF DEFAULT.......................................................25
   Section 7.01     Payments...........................................................26
   Section 7.02     Other Covenants....................................................26
   Section 7.03     Representations....................................................26
   Section 7.04     Defaults under Syndicated Revolving Credit Agreement...............26
   Section 7.05     Bankruptcy.........................................................26
   Section 7.06     Default Under Other Credit Documents...............................27
Article VIII.  MISCELLANEOUS...........................................................27
   Section 8.01     Notices............................................................27
   Section 8.02     Amendments, Etc....................................................27
   Section 8.03     No Waiver, Remedies Cumulative.....................................28
   Section 8.04     Payment of Expenses, Etc...........................................28
   Section 8.05     Right of Setoff....................................................29
   Section 8.06     Benefit of Agreement...............................................29
   Section 8.07     Governing Law; Submission to Jurisdiction..........................32
   Section 8.08     Counterparts.......................................................33
   Section 8.09     Effectiveness; Survival............................................33
   Section 8.10     Severability.......................................................33
   Section 8.11     Independence of Covenants..........................................33
</TABLE>


<PAGE>


<TABLE>
<S>                                                                                   <C>
   Section 8.12     Change in Accounting Principles, Fiscal Year or Tax Laws...........34
   Section 8.13     Headings Descriptive, Entire Agreement.............................34
   Section 8.14     Time is of the Essence.............................................34
   Section 8.15     Usury..............................................................34
   Section 8.16     Construction.......................................................34
   Section 8.17     Waiver of Effect of Corporate Seal.................................35
</TABLE>



<PAGE>


                                    EXHIBITS


Exhibit A           Form of Revolving Note
Exhibit B           Form of Guaranty Agreement
Exhibit C           Form of Closing Certificate



<PAGE>





                        BRIDGE REVOLVING CREDIT AGREEMENT


     THIS BRIDGE REVOLVING CREDIT  AGREEMENT,  dated as of November 30,1999 (the
"Agreement")  by  and  among  HUGHES  SUPPLY,  INC.   ("Borrower"),   a  Florida
corporation,  and SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION (together
with its successors and assigns, the "Lender"), a national banking association.

                              W I T N E S S E T H:

     WHEREAS,  Borrower has  requested  that the Lender  establish a $50,000,000
revolving  credit  facility in favor of  Borrower,  and subject to the terms and
conditions  contained herein,  the Lender is willing to establish such revolving
credit  facility in favor of Borrower  subject to the terms and  conditions  set
forth below;

     NOW,  THEREFORE,  in consideration of the mutual covenants made herein, and
for other good and valuable consideration,  the receipt and sufficiency of which
are hereby  acknowledged,  the parties  hereto,  intending to be legally  bound,
agree as follows:

                                   Article I.

                            DEFINITIONS; CONSTRUCTION

     Section 1.01 Definitions. As used in this Agreement, and in any instrument,
certificate,  document or report delivered  pursuant hereto, the following terms
shall have the following meanings (to be equally applicable to both the singular
and plural forms of the term defined):

     "Adjusted LIBO Rate" shall mean with respect to each Interest  Period for a
Eurodollar  Advance,  the rate  obtained by dividing (A) LIBOR for such Interest
Period by (B) a percentage equal to 1 minus the then stated maximum rate (stated
as a decimal) of all reserves requirements (including,  without limitation,  any
marginal, emergency,  supplemental, special or other reserves) applicable to any
member bank of the Federal  Reserve System in respect of Eurodollar  liabilities
as defined in Regulation D (or against any successor  category of liabilities as
defined in Regulation D). The Lender shall  promptly  notify the Borrower of any
such reserve requirements that become applicable.

     "Advance"  shall mean an advance  hereunder (or conversion or  continuation
thereof)  consisting of a portion of the  Revolving  Loans made (or continued or
converted)  at the same time,  of the same Type and,  in the case of  Eurodollar
Advances, for the same Interest Period, which shall be made and outstanding as a
Base Rate Advance or Eurodollar Advance, as the case may be.

     "Affiliate"  of any Person  means any other Person  directly or  indirectly
controlling,  controlled by, or under common control with, such Person,  whether
through the  ownership  of

<PAGE>


voting  securities,  by contract or otherwise.  For purposes of this definition,
"control"  (including  with  correlative  meanings,   the  terms  "controlling",
"controlled  by",  and "under  common  control  with") as applied to any Person,
means the  possession,  directly or indirectly,  of the power to direct or cause
the direction of the management and policies of that Person.

     "Agreement"  shall mean this Bridge Revolving Credit  Agreement,  either as
originally  executed  or as it may be from time to time  supplemented,  amended,
restated, renewed or extended and in effect.

     "Applicable  Margin" shall mean the  percentage  designated  below based on
Borrower's  Leverage  Ratio for the most recently ended fiscal quarter for which
financial  statements have been delivered  pursuant to Section 6.07(a) or (b) of
the Syndicated Revolving Credit Agreement:

--------------------------------------------------------------------------------
             Leverage Ratio                  Applicable Margin for
                                                Revolving Loan
                                                  Commitment:
--------------------------------------------------------------------------------
           Less than 0.4: 1.0                        0.25%
--------------------------------------------------------------------------------
        Greater than or equal to                    0.325%
    0.4: 1.0 but less than 0.45: 1.0
--------------------------------------------------------------------------------
        Greater than or equal to                     0.55%
    0.45: 1.0 but less than 0.5: 1.0
--------------------------------------------------------------------------------
        Greater than or equal to                    0.625%
    0.5: 1.0 but less than 0.55: 1.0
--------------------------------------------------------------------------------
        Greater than or equal to                    0.825%
                0.55:1.0
--------------------------------------------------------------------------------


     provided, however, that:

          (a) The  Applicable  Margin in effect as of the date of execution  and
     delivery of this Agreement is .625%,  and such  percentage  shall remain in
     effect  until  such  time  as the  Applicable  Margin  may be  adjusted  as
     hereinafter provided; and

          (b) Adjustments,  if any, to the Applicable Margin based on changes in
     the ratios set forth  above shall be made and become  effective  (i) on the
     first day of the  fiscal  quarter  immediately  following  delivery  of the
     financial statements required pursuant to Section 6.07(b) of the Syndicated
     Revolving Credit Agreement,  and (ii) on the first day of the second fiscal
     quarter immediately following the last day of any fiscal year of Borrower.

          (c) Notwithstanding  the foregoing,  at any time during which Borrower
     has  failed to deliver  the  financial  statements  and  certificates  when
     required by Section  6.07(a)  and (b) of the  Syndicated  Revolving  Credit
     Agreement,  as the case may be, the Applicable Margin shall be 0.825% until
     such time as the  delinquent  financial  statements  are delivered at which
     time the Applicable Margin shall be reset as provided above.

<PAGE>


     "Asbestos  Laws" means the common law in all  federal,  state and local and
foreign  jurisdictions  and other laws in such  jurisdictions,  and regulations,
codes, orders, decrees, judgments or injunctions issued,  promulgated,  approved
or entered  thereunder,  now or  hereafter in affect  relating to or  concerning
asbestos or asbestos-containing material, including without limitation, exposure
to asbestos or asbestos-containing material.

     "Bankruptcy Code" shall mean The Bankruptcy Code of 1978, as amended and in
effect from time to time (11 U.S.C.ss. 101 et seq..).

     "Base Rate" shall mean (with any change in the Base Rate to be effective as
of the date of change of either of the  following  rates)  the higher of (a) the
rate which the Lender designates from time to time to be its prime lending rate,
as in effect  from time to time,  and (b) the Federal  Funds Rate,  as in effect
from time to time, plus one-half of one percent (0.50%) per annum.  The Lender's
prime lending rate is a reference  rate and does not  necessarily  represent the
lowest or best rate charged to customers;  Lender may make  commercial  loans or
other loans at rates of interest at, above or below the Lender's  prime  lending
rate.

     "Base Rate Advance"  shall mean an Advance  bearing  interest  based on the
Base Rate.

     "Business Day" shall mean, with respect to Eurodollar  Loans, any day other
than a day on which  commercial  banks are closed or  required  to be closed for
domestic and international  business,  including  dealings in Dollar deposits on
the London interbank  market,  and with respect to all other Revolving Loans and
matters, any day other than Saturday, Sunday and a day on which commercial banks
are required to be closed for business in Atlanta, Georgia or Orlando, Florida.

     "Capitalized Lease Obligations" shall mean all lease obligations which have
been or are required to be, in accordance with GAAP, capitalized on the books of
the lessee.

     "CERCLA"  has the  meaning set forth in Section  5.15(a) of the  Syndicated
Revolving Credit Agreement Agreement.

     "Closing Date" shall mean the date on or before November 30, 1999, on which
the initial  Revolving  Loans are made and the  conditions  set forth in Section
4.01 are satisfied or waived in accordance with Section 8.02.

     "Consolidated Companies" shall mean, collectively,  Borrower and all of its
Subsidiaries.

     "Consolidated EBITR" shall mean, for any fiscal period of the Borrower,  an
amount equal to  Consolidated  Net Income  (Loss) for such period,  plus, to the
extent deducted in determining  Consolidated Net Income (Loss), (i) Consolidated
Tax Expense for such period, (ii)

<PAGE>


Consolidated  Interest Expense for such period,  and (iii)  Consolidated  Rental
Expense for such period.

     "Consolidated  Interest  Expense"  shall  mean,  for any  fiscal  period of
Borrower, total interest expense (including without limitation, interest expense
attributable  to capitalized  leases in accordance with the GAAP and any program
costs  incurred  by  Borrower in  connection  with sales of accounts  receivable
pursuant to a  securitization  program) of the  Consolidated  Companies for such
period, determined on a consolidated basis.

     "Consolidated  Net Income  (Loss)"  shall  mean,  for any fiscal  period of
Borrower, the net income (or loss) of the Consolidated Companies for such period
(taken as a single  accounting  period)  determined on a  consolidated  basis in
conformity  with GAAP;  provided that there shall be excluded  therefrom (i) any
items of gain or loss which were included in determining  such  Consolidated Net
Income and were not realized in the ordinary course of business or the result of
a sale of assets  other than in the ordinary  course of  business;  and (ii) the
income  (or  loss)  of any  party  accrued  prior  to the date  such  becomes  a
Subsidiary of Borrower or is merged into or consolidated with Borrower or any of
its  Subsidiaries,  or such  party's  assets are  acquired  by any  Consolidated
Company,  unless  such party is  acquired in a  transaction  accounted  for as a
pooling of interests.

     "Consolidated  Net Worth" shall mean as of the date of  determination,  the
Borrower's  total  shareholder's  equity  as  of  such  date  as  determined  in
accordance with GAAP.

     "Consolidated  Rental  Expense"  shall  mean,  for  any  fiscal  period  of
Borrower,  total operating lease expense of the Consolidated  Companies for such
period, determined on a consolidated basis in accordance with GAAP.

     "Consolidated  Tax  Expense"  shall  mean,  for any  fiscal  period  of the
Borrower,  tax expense of the Consolidated  Companies for such period determined
on a consolidated basis in accordance with GAAP.

     "Contractual  Obligation"  of any Person  shall mean any  provision  of any
security  issued by such Person or of any  agreement,  instrument or undertaking
under which such Person is obligated or by which it or any of the property owned
by it is bound.

     "Credit Documents" shall mean, collectively,  this Agreement, the Revolving
Note, the Guaranty Agreements, and all other Guaranty Documents, if any.

     "Credit  Parties"  shall  mean,   collectively,   each  of  Borrower,   the
Guarantors,  and every other  Person who,  from time to time,  executes a Credit
Document with respect to all or any portion of the Obligations.

     "Default" shall mean any condition or event which,  with notice or lapse of
time or both, would constitute an Event of Default.


<PAGE>


     "Dollar" and "U.S.  Dollar" and the sign "$" shall mean lawful money of the
United States of America.

     "Eligible  Assignee"  shall mean (i) a commercial  bank organized under the
laws of the United States of America,  or any state thereof,  or organized under
the laws of any other  country  with a Lending  Office in the  United  States of
America,  having  total  assets in excess of  $1,000,000,000  or any  commercial
finance or asset based lending  Affiliate of any such  commercial  bank and (ii)
any Affiliate of the Lender.

     "Environmental  Laws"  shall mean all  federal,  state,  local and  foreign
statutes and codes or regulations,  rules or ordinances issued,  promulgated, or
approved thereunder, now or hereafter in effect (including,  without limitation,
Asbestos  Laws),  relating to pollution or  protection  of the  environment  and
relating to public  health and safety,  relating to (i)  emissions,  discharges,
releases  or  threatened  releases of  pollutants,  contaminants,  chemicals  or
industrial  toxic or hazardous  constituents,  substances  or wastes,  including
without limitation,  any Hazardous  Substance,  petroleum including crude oil or
any  fraction  thereof,  any  petroleum  product or other  waste,  chemicals  or
substances  regulated by any Environmental  Law into the environment  (including
without  limitation,  ambient air, surface water,  ground water, land surface or
subsurface  strata),  or (ii) the manufacture,  processing,  distribution,  use,
generation, treatment, storage, disposal, transport or handling of any Hazardous
Substance,  petroleum including crude oil or any fraction thereof, any petroleum
product or other waste,  chemicals or substances  regulated by any Environmental
Law, and (iii)  underground  storage tanks and related  piping,  and  emissions,
discharges and releases or threatened  releases  therefrom,  such  Environmental
Laws to include,  without  limitation (i) the Clean Air Act (42 U.S.C.ss.7401 et
seq.), (ii) the Clean Water Act (33  U.S.C.ss.1251 et seq.),  (iii) the Resource
Conservation  and  Recovery  Act (42  U.S.C.ss.  6901 et seq..),  (iv) the Toxic
Substances  Control  Act (15  U.S.C.ss.2601  et seq.) and (v) the  Comprehensive
Environmental  Response  Compensation  and  Liability  Act,  as  amended  by the
Superfund Amendments and Reauthorization Act (42 U.S.C.ss. 9601 et seq.).

     "Eurodollar  Advance" shall mean an Advance  bearing  interest based on the
Adjusted LIBO Rate.

     "Eurodollar  Loan"  shall mean any  Revolving  Loan  hereunder  which bears
interest based on the Adjusted LIBO Rate.

     "Event of Default" shall have the meaning set forth in Article VIII.

     "Executive  Officer"  shall mean with  respect to any Person  (other than a
Guarantor), the President, Vice Presidents,  Chief Financial Officer, Treasurer,
Secretary and any Person holding  comparable offices or duties, and with respect
to a Guarantor, the President.

     "Facility" or  "Facilities"  shall mean the Revolving  Loan  Commitment and
Revolving Loans.

<PAGE>


     "Federal Funds Rate" shall mean for any period, a fluctuating interest rate
per annum equal for each day during such period to the  weighted  average of the
rates on overnight  Federal funds  transactions with member banks of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next  preceding  Business Day) by the
Federal  Reserve Bank of Atlanta,  or, if such rate is not so published  for any
day which is a Business Day, the average of the  quotations for such day on such
transactions  received  by the  Lender  from  three  Federal  funds  brokers  of
recognized standing selected by the Lender.

     "Fee Letter" shall mean that certain letter agreement, dated as of November
30, 1999, executed by the Lender and acknowledged and agreed to by the Borrower,
pursuant to which the  Borrower has agreed to pay certain fees set forth in such
letter agreement.

     "Fees"  shall mean,  collectively,  any and all fees  specified  in the Fee
Letter.

     "Final  Maturity  Date" shall mean the date on which all  Commitments  have
been  terminated  and all amounts  outstanding  under this  Agreement  have been
declared or have automatically become due and payable pursuant to the provisions
of Article VIII.

     "GAAP" shall mean generally accepted accounting principles set forth in the
opinions and  pronouncements of the Accounting  Principles Board of the American
Institute of Certified Public  Accountants and statements and  pronouncements of
the Financial  Accounting  Standards  Board or in such other  statements by such
other  entity as may be  approved  by a  significant  segment of the  accounting
profession,  which  are  applicable  to  the  circumstances  as of the  date  of
determination.

     "Guaranteed  Indebtedness"  shall mean, as to any Person, any obligation of
such Person guaranteeing any indebtedness,  lease, dividend, or other obligation
("primary obligation") of any other Person (the "primary obligor") in any manner
including,  without limitation, any obligation or arrangement of such Person (a)
to purchase or repurchase any such primary obligation,  (b) to advance or supply
funds (i) for the purchase or payment of any such primary  obligation or (ii) to
maintain  working  capital or equity capital of the primary obligor or otherwise
to maintain  the net worth or solvency or any  balance  sheet  condition  of the
primary obligor, (c) to purchase property,  securities or services primarily for
the purpose of assuring the owner of any such primary  obligation of the ability
of the primary  obligor to make  payment of such primary  obligation,  or (d) to
indemnify the owner of such primary obligation against loss in respect thereof.

     "Guarantors"  shall mean,  collectively,  each  Material  Subsidiary of the
Borrower  that has  executed  the  Guaranty  Agreement  as of the Closing  Date,
together with all other Material Subsidiaries that hereafter execute supplements
to the  Guaranty  Agreement,  and  their  respective  successors  and  permitted
assigns.

     "Guaranty   Agreement"  shall  mean  the  Subsidiary   Guaranty   Agreement
substantially  in the form of  Exhibit B attached  hereto,  dated as of the date
hereof,  executed by

<PAGE>


certain of Borrower's  Subsidiaries  in favor of the Lender,  as the same may be
amended, restated or supplemented from time to time.

     "Guaranty Documents" shall mean, collectively,  the Guaranty Agreement, and
each other guaranty  agreement,  mortgage,  deed of trust,  security  agreement,
pledge  agreement,  or other  security or collateral  document  guaranteeing  or
securing the Obligations,  as the same may be amended, restated, or supplemented
from time to time.

     "Hazardous Substances" has the meaning assigned to that term in CERCLA.

     "Indebtedness"  of any  Person  shall  mean,  without  duplication  (i) all
obligations  of such Person which in accordance  with GAAP would be shown on the
balance  sheet of such Person as a  liability  (including,  without  limitation,
obligations  for borrowed money and for the deferred  purchase price of property
or services,  and  obligations  evidenced by bonds,  debentures,  notes or other
similar instruments); (ii) all Guaranteed Indebtedness of such Person (including
contingent reimbursements  obligations under undrawn financial letters of credit
but not performance  letters of credit) (iii) all Capitalized Lease Obligations;
(iv) all  Indebtedness of others secured by any Lien upon property owned by such
Person,  whether or not assumed;  and (v) all  obligations or other  liabilities
under currency  contracts,  interest rate  contracts,  interest rate  protection
agreements,  or similar agreements or combinations thereof.  Notwithstanding the
foregoing,  in  determining  the  Indebtedness  of any  Person,  there  shall be
included all obligations of such Person of the character  referred to in clauses
(i) through (v) above  deemed to be  extinguished  under GAAP but for which such
Person  remains  legally liable except to the extent that such  obligations  (x)
have been defeased in accordance  with the terms of the  applicable  instruments
governing  such  obligations  and (y) the accounts or other assets  dedicated to
such defeasance are not included as assets on the balance sheet of such Person.

     "Interest  Period"  shall mean,  with respect to Eurodollar  Advances,  the
period of 30, 60, 90, 120, 150 or 180 days selected by the Borrower, pursuant to
the terms of the  credit  facility  and  subject  to  customary  adjustments  in
duration;  provided,  that (a) the first  day of an  Interest  Period  must be a
Business  Day, (b) any Interest  Period that would  otherwise end on day that is
not a Business Day for Eurodollar Loans shall be extended to the next succeeding
Business Day for  Eurodollar  Loans,  unless such Business Day falls in the next
calendar  month,  in  which  case  the  Interest  Period  shall  end on the next
preceding  Business Day for Eurodollar  Loans, and (c) Borrower may not elect an
Interest Period that would extend beyond the Revolving Loan Termination Date.

     "Lender" shall mean SunTrust Bank, Central Florida, National Association, a
national bank, and each assignee thereof, if any, pursuant to Section 8.06.

     "Lending Office" shall mean the office Lender may designate in writing from
time to time to Borrower with respect to each Type of Revolving Loan.

     "Leverage Ratio" shall mean, as of any date of determination,  the ratio of
Total Funded Debt as of such date to Total Capitalization as of such date.


<PAGE>


     "LIBOR" shall mean, for any Interest Period, the offered rates for deposits
in U.S. Dollars for a period  comparable to the Interest Period appearing on the
Telerate Page 3750, as of 11:00 A.M. London time on the day that is two business
days prior to the  Interest  Period.  If at least two such  rates  appear on the
Telerate  Page 3750,  the rate for that Interest  Period will be the  arithmetic
mean of such rates,  rounded, if necessary,  to the next higher 1/16 of 1.0%. If
the foregoing  rate is  unavailable  from the Telerate Page 3750 for any reason,
then such rate shall be determined  by the Lender from the Reuters  Screen LIBOR
Page, or if such rate is also  unavailable  on such  service,  then on any other
interest rate reporting service of recognized  standing designated in writing by
the Lender to Borrower;  in any such case  rounded,  if  necessary,  to the next
higher 1/16 of 1.0%, if the rate is not such a multiple.

     "Lien" shall mean any mortgage,  pledge,  security  interest,  encumbrance,
lien or charge of any kind or description and shall include, without limitation,
any agreement to give any of the foregoing,  any conditional sale or other title
retention agreement, any capital lease in the nature thereof including any lease
or similar  arrangement with a public authority  executed in connection with the
issuance of industrial  development  revenue bonds or pollution  control revenue
bonds, and the filing of or agreement to give any financing  statement under the
Uniform Commercial Code of any jurisdiction.

     "Materially  Adverse  Effect" shall mean the occurrence of an event,  which
would (i) cause the  recognition  of a  liability,  as required by  Statement of
Financial Accounting Standard No. 5, in the current quarter financial statements
in the  amount  of  $15,000,000  or more,  or (ii)  cause an  auditor  to have a
substantial  doubt about the ability of Borrower to continue as a going  concern
after  consideration of management's plans as described in Statement of Auditing
Standards, No. 50.

     "Material Subsidiary" shall mean each Subsidiary of Borrower,  now existing
or  hereinafter  established  or  acquired,  that at any time prior to the Final
Maturity  Date,  has or acquires  total assets in excess of  $1,000,000  or that
accounted for or produced more than 5% of the Consolidated  EBITR of Borrower on
a  consolidated  basis during any of the three most  recently  completed  fiscal
years of Borrower.

     "Notice of  Borrowing"  shall have the  meaning  provided  in Section  3.01
hereof

     "Notice of  Continuation/Conversion"  shall have the  meaning  provided  in
Section 3.01 hereof.

     "Obligations"  shall mean all amounts  owing to the Lender  pursuant to the
terms  of  this  Agreement  or any  other  Credit  Document,  including  without
limitation,  all Revolving Loans (including all principal and interest  payments
due thereunder), fees, expenses,  indemnification and reimbursement obligations,
payments,  indebtedness,  liabilities,  and  obligations of the Credit  Parties,
direct or indirect,  absolute or  contingent,  liquidated or  unliquidated,  now
existing  or  hereafter  arising,   together  with  all  renewals,   extensions,
modifications or refinancings thereof

<PAGE>


     "Payment  Office"  shall mean the "Payment  Office"  listed on the Lender's
signature page to this Agreement.

     "Person" shall mean and shall include an individual, a partnership, a joint
venture, a corporation, a trust, an unincorporated  association, a government or
any department or agency thereof and any other entity whatsoever.

     "Regulation  D" shall mean  Regulation  D of the Board of  Governors of the
Federal Reserve System, as the same may be in effect from time to time.

     "Requirement  of Law" for any Person shall mean the articles or certificate
of incorporation and by-laws or other  organizational or governing  documents of
such Person,  and any law,  treaty,  rule or regulation,  or determination of an
arbitrator or a court or other governmental  authority,  in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

     "Reuters  Screen" shall mean,  when used in connection  with any designated
page and LIBOR, the display page so designated on the Reuter Monitor Money Rates
Service  (or such other page as may  replace  that page on that  service for the
purpose of displaying rates comparable to LIBOR).

     "Revolving Loans" or "Loans" shall mean, collectively, the revolving credit
loans made to Borrower by the Lender pursuant to Section 2.01 hereof.

     "Revolving Loan  Commitment" or  "Commitment"  shall mean, at any time, the
amount of such commitment set forth opposite Lender's name on the signature page
hereof  or in any  assignment  hereafter  executed  by any  assignee  of  Lender
pursuant to Section 8.06, as the same may be increased or decreased from time to
time as a  result  of any  reduction  thereof  pursuant  to  Section  2.03,  any
assignment  thereof pursuant to Section 8.06, or any amendment  thereof pursuant
to Section 8.02.

     "Revolving  Loan  Termination  Date"  shall mean the earlier of (i) May 31,
2000 and (ii) the date on which the Revolving  Loan  Commitment is terminated in
accordance with Article VIII.

     "Revolving  Note"  or  "Note"  shall  mean  a  promissory  note  evidencing
Revolving  Loans in the form attached  hereto as Exhibit A, either as originally
executed  or as the  same  may be  from  time to  time  supplemented,  modified,
amended, renewed or extended.

     "Subsidiary"  shall mean,  with respect to any Person,  any  corporation or
other entity (including, without limitation,  partnerships,  joint ventures, and
associations)  regardless of its  jurisdiction of organization or formation,  at
least a majority  of the total  combined  voting  power of all classes of voting
stock or other  ownership  interests of which shall, at the time as of which any
determination  is being  made,  be  owned by such  Person,  either  directly  or
indirectly through one or more other Subsidiaries.

<PAGE>


     "Syndicated  Revolving Credit  Agreement" shall mean that certain Revolving
Credit Agreement, dated as of January 26, 1999, by and among Borrower,  SunTrust
Bank,  Central Florida,  National  Association,  as Administrative  Agent, First
Union National Bank, as Documentation  Agent,  Bank of America,  N.A.,  formerly
known as  NationsBank  N.A., as Syndication  Agent,  SouthTrust  Bank,  National
Association,  as Co-Agent,  and the banks and lending  institutions from time to
time parties  thereto,  as amended by the First  Amendment  to Revolving  Credit
Agreement,  dated as of September  29,  1999,  as so amended and as from time to
time amended, restated, modified or supplemented hereinafter.

     "Syndicated  Line of Credit  Agreement"  shall  mean that  certain  Line of
Credit Agreement, dated as of January 26, 1999, by and among Borrower,  SunTrust
Bank,  Central Florida,  National  Association,  as Administrative  Agent, First
Union National Bank, as Documentation  Agent,  Bank of America,  N.A.,  formerly
known as  NationsBank  N.A., as Syndication  Agent,  SouthTrust  Bank,  National
Association,  as Co-Agent,  and the banks and lending  institutions from time to
time  parties  thereto,  as  amended  by the First  Amendment  to Line of Credit
Agreement,  dated as of September  29,  1999,  as so amended and as from time to
time amended, restated, modified or supplemented hereinafter.

     "Tax Code" shall mean the Internal  Revenue Code of 1986, as amended and in
affect from time to time.

     "Taxes" shall mean any present or future taxes,  levies,  imposts,  duties,
fees, assessments, deductions, withholdings or other charges of whatever nature,
including  without  limitation,   income,  receipts,  excise,  property,  sales,
transfer, license, payroll, withholding, social security and franchise taxes now
or hereafter  imposed or levied by the United  States of America,  or any state,
local or foreign  government  or by any  department,  agency or other  political
subdivision or taxing authority thereof or therein and all interest,  penalties,
additions to tax and similar liabilities with respect thereto.

     "Telerate" shall mean, when used in connection with any designated page and
"LIBOR," the display page so  designated on the Dow Jones  Telerate  Service (or
such other page as may  replace  that page on that  service  for the  purpose of
displaying rates comparable to "LIBOR").

     "Total Capitalization" shall mean, as of any date of determination, the sum
of (i) Total Funded Debt plus (ii) Consolidated Net Worth as of such date.

     "Total  Funded  Debt"  shall  mean  all  Indebtedness  of the  Consolidated
Companies  that by its  terms or by the  terms of any  instrument  or  agreement
relating thereto matures,  or which is otherwise payable or unpaid,  one year or
more from, or is directly or indirectly renewable or extendable at the option of
the debtor to a date one year or more (including an option of the debtor under a
revolving credit or similar agreement obligating the lender or lenders to extend
credit  over a  period  of one  year or more)  from,  the  date of the  creation
thereof,  provided  that  Total  Funded  Debt shall  include,  as at any date of
determination,  any portion of

<PAGE>


such Indebtedness outstanding on such date which matures on demand or within one
year from such date  (whether by sinking fund,  other  required  prepayment,  or
final  payment at  maturity)  and shall also  include  all  Indebtedness  of the
Consolidated Companies for borrowed money under a line of credit, guidance line,
revolving  credit,  bankers  acceptance  facility  or  similar  arrangement  for
borrowed money, including, without limitation, all unpaid drawings under letters
of credit and unreimbursed  amounts  pursuant to letter of credit  reimbursement
agreements, regardless of the maturity date thereof.

     "Type" of Advance  shall  mean  either a Base Rate  Advance  or  Eurodollar
Advance, as the case may be.

     "United  States of  America"  shall  mean the  fifty  (50)  States  and the
District of Columbia

     Section 1.02 Accounting Terms and  Determination.  Unless otherwise defined
or  specified  herein,  all  accounting  terms shall be  construed  herein,  all
accounting  determinations  hereunder  shall be made,  all financial  statements
required to be delivered hereunder shall be prepared,  and all financial records
shall be maintained in accordance with, GAAP.

     Section 1.03 Other  Definitional  Terms.  The words "hereof',  "herein" and
"hereunder"  and words of similar import when used in this Agreement shall refer
to  this  Agreement  as a  whole  and not to any  particular  provision  of this
Agreement, and Article,  Section,  Schedule,  Exhibit and like references are to
this Agreement unless otherwise specified.

          Section 1.04  Exhibits  and  Schedules.  All  Exhibits  and  Schedules
     attached hereto are by reference made a part hereof.


<PAGE>

Article II.

                            REVOLVING LOAN COMMITMENT

     Section 2.01 Revolving Loan Commitment, Use of Proceeds.

          (a) Subject to and upon the terms and conditions herein set forth, the
     Lender  severally agrees to make to Borrower from time to time on and after
     the  Closing  Date,  but  prior to the  Revolving  Loan  Termination  Date,
     Revolving  Loans  in an  aggregate  amount  outstanding  at any time not to
     exceed the Revolving Loan  Commitment.  Borrower shall be entitled to repay
     and reborrow  Revolving Loans in accordance with the provisions hereof.

          (b) Each Revolving Loan shall,  at the option of Borrower,  be made or
     continued as, or converted  into, part of one or more Base Rate Advances or
     Eurodollar  Advances.  The aggregate  principal  amount of each  Eurodollar
     Advance shall not be less than $5,000,000 or a greater integral multiple of
     $1,000,000.  The aggregate principal amount of each Base Rate Advance shall
     not be less than $1,000,000 or a greater  integral  multiple of $1,000,000.
     At no time shall the number of Advances  outstanding  under this Article II
     exceed ten;  provided that,  for the purpose of  determining  the number of
     Advances  outstanding  and the minimum  amount for Advances  resulting from
     conversions  or  continuations,  all Base Rate Advances under this Facility
     shall be considered as one Advance.  The parties  hereto agree that (i) the
     aggregate  principal  balance of the  Revolving  Loans shall not exceed the
     aggregate  principal  amount of the Revolving Loan  Commitment and (ii) the
     Lender  shall not be  obligated  to make  Revolving  Loans in excess of the
     Revolving  Loan  Commitment.

          (c) The proceeds of  Revolving  Loans shall be used solely to fund the
     working capital needs of the Borrower and its  Subsidiaries and for general
     corporate purposes.

     Section 2.02 Revolving Note; Repayment of Principal.

          (a)  Borrower's  obligations to pay the principal of, and interest on,
     the Revolving  Loans to the Lender shall be evidenced by the records of the
     Lender and by the Revolving  Note payable to the Lender (or the assignor of
     the Lender) completed in conformity with this Agreement.

          (b) All outstanding  principal amounts under the Revolving Loans shall
     be due and  payable  in  full at the  earlier  of (i)  the  Revolving  Loan
     Termination  Date or (ii)  acceleration of the  indebtedness as provided in
     Article VIII.

     Section 2.03  Voluntary  Reduction of Revolving  Loan  Commitment.  Upon at
least three (3) Business Days' prior telephonic  notice  (promptly  confirmed in
writing)  to the

<PAGE>


Lender,  Borrower shall have the right, without premium or penalty, to terminate
the  Revolving  Loan  Commitment,  in part or in  whole,  provided  that (i) any
partial  termination  pursuant to this  Section 2.03 shall be in an amount of at
least  $5,000,000  and  integral  multiples  of  $1,000,000,  and  (ii)  no such
reduction  shall be  permitted  if  prohibited  or without  payment of all costs
required to be paid  hereunder  with respect to a  prepayment.  If the aggregate
outstanding  amount of the  Revolving  Loans exceeds the amount of the Revolving
Loan Commitment as so reduced,  Borrower shall  immediately  repay the Revolving
Loans by an amount  equal to such excess,  together  with all accrued but unpaid
interest on such excess amount and any amounts due under Section 3.12 hereof

                                  Article III.

                               GENERAL LOAN TERMS

     Section 3.01 Funding Notices.

          (a) (i) Whenever Borrower desires to borrow a Revolving Loan under its
     Revolving  Loan  Commitment  (other than one resulting from a conversion or
     continuation  pursuant to Section 3.01(b)),  it shall give the Lender prior
     written notice (or telephonic notice promptly confirmed in writing) of such
     requested  Revolving Loan (a "Notice of Borrowing") at its Payment  Office;
     such Notice of  Borrowing  to be given prior to (x) 11:00 A.M.  (local time
     for the Lender) one (1)  Business Day prior to the  requested  date if such
     Revolving Loan will consist of Base Rate Advances and (y) 11:00 A.M. (local
     time for the Lender) three (3) Business Days prior to the requested date if
     such Revolving Loan will consist of Eurodollar  Advances.  Notices received
     after 11:00 A.M.  shall be deemed  received on the next  Business Day. Each
     Notice of Borrowing  shall be  irrevocable  and shall specify the aggregate
     principal  amount of such Revolving  Loan, the date on which such Revolving
     Loan will be borrowed  (which  shall be a Business  Day),  and whether such
     Revolving  Loan will consist of Base Rate Advances or  Eurodollar  Advances
     and  (in  the  case of  Eurodollar  Advances)  the  Interest  Period  to be
     applicable thereto.

          (b)  Whenever  Borrower  desires  to  convert  all or a portion of any
     outstanding  Base Rate Advances into one or more Eurodollar  Advances or to
     continue  outstanding a Eurodollar  Advance for a new Interest  Period,  it
     shall give the Lender at least three  Business  Days' prior written  notice
     (or telephonic  notice promptly  confirmed in writing) of each such Advance
     to be converted  into or continued as Eurodollar  Advances.  Such notice (a
     "Notice  of  Continuation/Conversion")  shall be given  prior to 11:00 A.M.
     (local time for the Lender) on the date  specified at the Payment Office of
     the  Lender.   Each  such  Notice  of   Continuation/Conversion   shall  be
     irrevocable  and  shall  specify  the  aggregate  principal  amount  of the
     Advances to be  converted  or  continued,  the date of such  conversion  or
     continuation  and the  Interest  Period  applicable  thereto.  If, upon the
     expiration  of any Interest  Period in respect of any  Eurodollar  Advance,
     Borrower    shall    have    failed    to    deliver    the    Notice    of
     Continuation/Conversion,  Borrower  shall  be  deemed

<PAGE>


     to have elected to convert or continue  such  Eurodollar  Advance to a Base
     Rate Advance.  So long as any  Executive  Officer of Borrower has knowledge
     that any Default or Event of Default shall have occurred and be continuing,
     no Advances may be converted  into or continued as (upon  expiration of the
     current Interest Period)  Eurodollar  Advances unless the Lender shall have
     otherwise  consented in writing.  No conversion of any Eurodollar  Advances
     shall be permitted except on the last day of the Interest Period in respect
     thereof.

          (c) Without in any way limiting  Borrower's  obligation  to confirm in
     writing any telephonic  notice,  the Lender may act without  liability upon
     the basis of telephonic  notice  believed by the Lender in good faith to be
     from Borrower prior to receipt of written confirmation.  In each such case,
     Borrower  hereby  waives the right to dispute  the  Lender's  record of the
     terms of such telephonic notice.

     Section 3.02  Disbursement  of Funds.  No later than 11:00 A.M. (local time
for the  Lender) on the date each  Revolving  Loan is  borrowed  (other than one
resulting from a conversion or continuation  pursuant to Section  3.01(b)),  the
Lender will make  available  the amount of such  Revolving  Loan in  immediately
available  funds by crediting such amount to Borrower's  demand deposit  account
maintained with the Lender or at Borrower's option, to effect a wire transfer of
such amounts to Borrower's  account  specified by the Borrower,  by the close of
business on such Business Day.

     Section 3.03 Interest.

          (a) Borrower agrees to pay interest in respect of all unpaid principal
     amounts of the Revolving  Loans from the  respective  dates such  principal
     amounts  were  advanced to maturity  (whether  by  acceleration,  notice of
     prepayment  or  otherwise)  at rates  per  annum (on the basis of a 360-day
     year) equal to the applicable rates indicated below:

               (i) For Base Rate  Advances--The Base Rate in effect from time to
          time; and

               (ii) For  Eurodollar  Advances--The  relevant  Adjusted LIBO Rate
          plus the Applicable Margin.

          (b) Overdue  principal and, to the extent not prohibited by applicable
     law,  overdue  interest,  in respect of the Revolving  Loans, and all other
     overdue  amounts owing  hereunder,  shall bear interest from each date that
     such amounts are overdue:

               (i) in the case of overdue principal and interest with respect to
          all Revolving Loans  outstanding as Eurodollar  Advances,  at the rate
          otherwise  applicable  for the  then-current  Interest  Period plus an
          additional  two percent  (2.0%) per annum;  thereafter  at the rate in
          effect for Base Rate Advances plus an  additional  two percent  (2.0%)
          per annum; and

<PAGE>


               (ii) in the case of overdue  principal  and interest with respect
          to all other  Revolving Loans  outstanding as Base Rate Advances,  and
          all other  Obligations  hereunder (other than Revolving  Loans),  at a
          rate equal to the applicable  Base Rate plus an additional two percent
          (2.0%) per annum;

provided that no Revolving Loan shall bear interest after  maturity,  whether by
non-payment  at  scheduled  due  date,  acceleration,  notice of  prepayment  or
otherwise  at a rate per annum less then two percent  (2.0%) per annum in excess
of the rate of interest applicable thereto at maturity.

          (c) Interest on each  Revolving  Loan shall accrue from and  including
     the  date of  such  Revolving  Loan  to,  but  excluding,  the  date of any
     repayment thereof; provided that, if a Revolving Loan is repaid on the same
     day made, one day's interest shall be paid on such Revolving Loan. Interest
     on all outstanding Base Rate Advances shall be payable quarterly in arrears
     on the last  calendar day of each fiscal  quarter of Borrower in each year.
     Interest on all  outstanding  Eurodollar  Advances  shall be payable on the
     last day of each Interest Period  applicable  thereto,  and, in the case of
     Eurodollar Advances having an Interest Period in excess of 90 days, on each
     day which occurs every 90 days,  as the case may be, after the initial date
     of such  Interest  Period  and on the  last  day of such  Interest  Period.
     Interest on all Revolving  Loans shall be payable on any  conversion of any
     Advances  comprising  such  Revolving  Loans into Advances of another Type,
     prepayment (on the amount prepaid),  at maturity  (whether by acceleration,
     notice of prepayment or otherwise) and, after maturity, on demand.

          (d) The  Lender,  upon  determining  the  Adjusted  LIBO  Rate for any
     Interest Period,  shall promptly notify Borrower by telephone (confirmed in
     writing) or in  writing.  Any such  determination  shall,  absent  manifest
     error, be final, conclusive and binding for all purposes.

     Section  3.04  Interest   Periods.   In  connection   with  the  making  or
continuation  of, or conversion  into, each Eurodollar  Advance,  Borrower shall
select an interest  period (each an "Interest  Period") to be applicable to such
Eurodollar Advance, which Interest Period shall be either a 30, 60, 90, 120, 150
or 180 day period; provided that:

          (a) The  initial  Interest  Period for any  Eurodollar  Advance  shall
     commence on the date of such Advance  (including the date of any conversion
     from an  Advance  of  another  Type)  and each  Interest  Period  occurring
     thereafter in respect of such Eurodollar  Advance shall commence on the day
     on which the next preceding Interest Period expires;

          (b) If any Interest  Period would  otherwise  expire on a day which is
     not a  Business  Day,  such  Interest  Period  shall  expire  on  the  next
     succeeding Business Day, provided that if any Interest Period in respect of
     Eurodollar  Advances would otherwise expire on a day that is not a Business
     Day but is a day of the month after which no further Business Day occurs in
     such  month,  such  Interest  Period  shall  expire  on the next  preceding
     Business Day;

<PAGE>


          (c) Any Interest Period in respect of Eurodollar Advances which begins
     on a day  for  which  there  is no  numerically  corresponding  day  in the
     calendar  month at the end of such Interest  Period shall,  subject to part
     (d) below, expire on the last Business Day of such calendar month;

          (d) No Interest  Period  shall  extend  beyond any date upon which any
     principal payment is due with respect to the Revolving Loans.

     Section  3.05  Fees.  Borrower  shall  pay to the  Lender  the  Fees as are
specified, and in accordance with, the Fee Letter.

     Section 3.06 Voluntary Prepayments of Borrowings.

          (a) Borrower may, at its option,  prepay Revolving Loans consisting of
     Base Rate  Advances at any time in whole,  or from time to time in part, in
     amounts  aggregating   $2,500,000  or  any  greater  integral  multiple  of
     $500,000,  by paying  the  principal  amount to be  prepaid  together  with
     interest  accrued  and  unpaid  thereon  to the date of  prepayment.  Those
     Revolving  Loans  consisting  of  Eurodollar  Advances  may be prepaid,  at
     Borrower's  option,  in  whole,  or from time to time in part,  in  amounts
     aggregating  $5,000,000 or any greater integral multiple of $1,000,000,  by
     paying the principal  amount to be prepaid,  together with interest accrued
     and unpaid thereon to the date of prepayment and all compensation  payments
     pursuant to Section  3.12 if such  prepayment  is made on a date other than
     the last day of an Interest Period applicable  thereto.  Each such optional
     prepayment shall be applied in accordance with Section 3.06(c) below.

          (b) Borrower shall give written notice (or telephonic notice confirmed
     in  writing)  to the  Lender of any  intended  prepayment  of (i) Base Rate
     Advances not less than one Business Day prior to any such  prepayments  and
     (ii)  Eurodollar  Advances not less than three  Business  Days prior to any
     such prepayment. Such notice, once given, shall be irrevocable.

          (c) Borrower,  when providing notice of prepayment pursuant to Section
     3.06(b)  may  designate  the Types of  Advances  which  are to be  prepaid,
     provided  that, if any prepayment  shall reduce an  outstanding  Eurodollar
     Advance to an amount less than  $1,000,000,  such Eurodollar  Advance shall
     immediately  be  converted   into  a  Base  Rate  Advance.   All  voluntary
     prepayments  shall be applied to the payment of any unpaid  interest before
     application to principal.

     Section 3.07 Payments, etc.

          (a) Except as otherwise  specifically  provided  herein,  all payments
     under this Agreement and the other Credit  Documents  shall be made without
     defense,  set-off or counterclaim  to the Lender,  not later than 2:00 P.M.
     (local  time  for the  Lender)  on the

<PAGE>


     date when due and shall be made in Dollars in immediately  available  funds
     at the respective Payment Office.

          (b) All such  payments  shall be made  free and  clear of and  without
     deduction or withholding  for any Taxes in respect of this  Agreement,  the
     Revolving  Note or other Credit  Documents,  or any payments of  principal,
     interest,  fees or other  amounts  payable  hereunder  or  thereunder  (but
     excluding  any Taxes  imposed  on the  overall  net  income  of the  Lender
     pursuant to the laws of the  jurisdiction in which the principal  executive
     office or appropriate  Lending  Office of Lender is located).  If any Taxes
     are so levied or  imposed,  Borrower  agrees (A) to pay the full  amount of
     such Taxes,  and such additional  amounts as may be necessary so that every
     net payment of all amounts due hereunder  and under the Revolving  Note and
     other Credit Documents, after withholding or deduction for or on account of
     any such Taxes (including additional sums payable under this Section 3.07),
     will not be less  than the full  amount  provided  for  herein  had no such
     deduction or  withholding  been required,  (B) to make such  withholding or
     deduction and (C) to pay the full amount deducted to the relevant authority
     in accordance  with  applicable  law.  Borrower will furnish to the Lender,
     within 30 days after the date the  payment of any Taxes is due  pursuant to
     applicable law, certified copies of tax receipts evidencing such payment by
     Borrower.  Borrower  will  indemnify  and  hold  harmless  the  Lender  and
     reimburse  the Lender upon  written  request for the amount of any Taxes so
     levied or  imposed  and paid by the  Lender  and any  liability  (including
     penalties,  interest  and  expenses)  arising  therefrom  or  with  respect
     thereto,  whether or not such Taxes were correctly or illegally asserted. A
     certificate as to the amount of such payment by the Lender, absent manifest
     error, shall be final, conclusive and binding for all purposes.

          (c)  Subject  to  Section  3.04(b),  whenever  any  payment to be made
     hereunder  or under the  Revolving  Note shall be stated to be due on a day
     which is not a Business  Day, the due date thereof shall be extended to the
     next  succeeding  Business Day and,  with respect to payments of principal,
     interest  thereon  shall be  payable at the  applicable  rate  during  such
     extension.

          (d) All  computations  of interest and fees shall be made on the basis
     of a year of 360 days for the actual  number of days  (including  the first
     day but  excluding  the last day)  occurring  in the  period for which such
     interest or fees are  payable (to the extent  computed on the basis of days
     elapsed),  except that interest on Base Rate Advances  shall be computed on
     the basis of a year of 360 days for the actual number of days.  Interest on
     Base  Rate  Advances  shall be  calculated  based on the Base Rate from and
     including the date of such  Revolving Loan to but excluding the date of the
     repayment or conversion  thereof.  Interest on Eurodollar Advances shall be
     calculated  as to each  Interest  Period from and  including  the first day
     thereof to but excluding the last day thereof.

     Section 3.08  Interest Rate Not  Ascertainable,  etc. In the event that the
Lender,  in the case of the Adjusted  LIBO Rate,  shall have  determined  (which
determination  shall be made in good faith and, absent manifest error,  shall be
final, conclusive and binding upon all parties) that on any date for determining
the Adjusted LIBO Rate for any Interest Period, by

<PAGE>


reason of any changes  arising  after the date of this  Agreement  affecting the
London  interbank market or the Lender's  position in such market,  adequate and
fair means do not exist for  ascertaining  the  applicable  interest rate on the
basis provided for in the definition of Adjusted LIBO Rate then, and in any such
event,  the Lender  shall  forthwith  give  notice (by  telephone  confirmed  in
writing) to Borrower of such  determination  and a summary of the basis for such
determination.  Until the Lender notifies Borrower that the circumstances giving
rise to the suspension  described herein no longer exist, the obligations of the
Lender to make or permit portions of the Revolving  Loans to remain  outstanding
past the last day of the then current  Interest  Periods as Eurodollar  Advances
shall be suspended,  and such affected  Advances shall bear the same interest as
Base Rate Advances.

     Section 3.09 Illegality.

          (a)  In the  event  that  the  Lender  shall  have  determined  (which
     determination shall be made in good faith and, absent manifest error, shall
     be final,  conclusive  and binding  upon all  parties) at any time that the
     making or  continuance  of any  Eurodollar  Advance has become  unlawful by
     compliance  by  the  Lender  in  good  faith  with  any   applicable   law,
     governmental  rule,  regulation,  guideline or order (whether or not having
     the force of law and  whether or not failure to comply  therewith  would be
     unlawful), then, in any such event, the Lender shall give prompt notice (by
     telephone  confirmed  in writing) to Borrower of such  determination  and a
     summary of the basis for such determination.

          (b)  Upon  the  giving  of  the  notice  to  Borrower  referred  to in
     subsection  (a)  above,  Borrower's  right  to  request  and  the  Lender's
     obligation to make Eurodollar Advances shall be immediately suspended,  and
     the  Lender  shall  make any  requested  Eurodollar  Advance as a Base Rate
     Advance,  and (ii) if the affected  Eurodollar Advance or Advances are then
     outstanding, Borrower shall immediately, or if permitted by applicable law,
     no later than the date permitted thereby,  upon at least one Business Day's
     written notice to the Lender,  convert each such Advance into an Advance or
     Advances of a different Type with an Interest  Period ending on the date on
     which the Interest Period  applicable to the affected  Eurodollar  Advances
     expires.

     Section 3.10 Increased Costs.

          (a) If, by reason of (x) after the date hereof, the introduction of or
     any change (including,  without limitation, any change by way of imposition
     or increase of reserve requirements) in or in the interpretation of any law
     or regulation, or (y) the compliance with any guideline or request from any
     central  bank  or  other  governmental   authority  or   quasi-governmental
     authority exercising control over banks or financial institutions generally
     (whether or not having the force of law):

               (i) the  Lender  (or its  applicable  Lending  Office)  shall  be
          subject  to  any  tax,  duty  or  other  charge  with  respect  to its
          Eurodollar Advances or its obligation to make Eurodollar Advances,  or
          the basis of taxation of payments to the Lender of the principal


<PAGE>


          of or interest on its  Eurodollar  Advances or its  obligation to make
          Eurodollar  Advances shall have changed (except for changes in the tax
          on the  overall  net  income of the Lender or its  applicable  Lending
          Office  imposed by the  jurisdiction  in which the Lender's  principal
          executive office or applicable Lending Office is located); or

               (ii) any reserve (including,  without limitation,  any imposed by
          the Board of Governors of the Federal Reserve System), special deposit
          or similar  requirement  against  assets of,  deposits with or for the
          account of, or credit  extended  by, the Lender's  applicable  Lending
          Office shall be imposed or deemed  applicable  or any other  condition
          affecting its Eurodollar Advances or its obligation to make Eurodollar
          Advances  shall be  imposed on the  Lender or its  applicable  Lending
          Office or the London interbank market;

          and as a result thereof there shall be any increase in the cost to the
          Lender  of  agreeing  to  make  or  making,   funding  or  maintaining
          Eurodollar  Advances  (except to the extent  already  included  in the
          determination  of the  applicable  Adjusted  LIBO Rate for  Eurodollar
          Advances),  or there  shall be a reduction  in the amount  received or
          receivable  by the  Lender  or its  applicable  Lending  Office;  then
          Borrower  shall  from time to time  (subject,  in the case of  certain
          Taxes, to the applicable provisions of Section 3.07(b)),  upon written
          notice  from and demand by the Lender on  Borrower,  pay to the Lender
          within  five  Business  Days after the date of such notice and demand,
          additional  amounts  sufficient to indemnify  the Lender  against such
          increased cost. A certificate as to the amount of such increased cost,
          submitted  to  Borrower in good faith and  accompanied  by a statement
          prepared by the Lender  describing in reasonable  detail the basis for
          and  calculation of such increased  cost,  shall,  except for manifest
          error, be final, conclusive and binding for all purposes.

          (b) If at any time, because of the circumstances  described in clauses
     (x)  or (y) in  Section  3.11(a)  or any  other  circumstances  beyond  the
     Lender's  reasonable  control  arising  after  the  date of this  Agreement
     affecting the Lender or the London interbank market or the United States of
     America secondary certificate of deposit market or the Lender's position in
     such markets, the Adjusted LIBO Rate, as determined by the Lender, will not
     adequately  and  fairly  reflect  the cost to the  Lender  of  funding  its
     Eurodollar Advances, then, and in any such event:

               (i)  the  Lender  shall   forthwith  give  notice  (by  telephone
          confirmed in writing) to Borrower of such advice;

               (ii) Borrower's  right to request and the Lender's  obligation to
          make or permit portions of the Revolving  Loans to remain  outstanding
          past the last day of the then current  Interest  Periods as Eurodollar
          Advances shall be immediately suspended; and

               (iii) the Lender shall make any requested Eurodollar Advance as a
          Base Rate Advance.

<PAGE>


     Section  3.11 Lending  Offices.  The Lender  agrees  that,  if requested by
Borrower,   it  will  use   reasonable   efforts   (subject  to  overall  policy
considerations  of the Lender) to  designate an  alternate  Lending  Office with
respect  to  any  of  its  Eurodollar   Advances  affected  by  the  matters  or
circumstances  described in Sections  3.07(b),  3.08, 3.09 or 3.10 to reduce the
liability of Borrower or avoid the results provided thereunder,  so long as such
designation  is not  disadvantageous  to the Lender as determined by the Lender,
which  determination  if made in good faith,  shall be conclusive and binding on
all parties hereto. Nothing in this Section 3.11 shall affect or postpone any of
the obligations of Borrower or any right of the Lender provided hereunder.

     Section 3.12 Funding Losses. Borrower shall compensate the Lender, upon its
written  request  to  Borrower  (which  request  shall  set  forth the basis for
requesting such amounts in reasonable  detail and which request shall be made in
good faith and, absent manifest  error,  shall be final,  conclusive and binding
upon all of the  parties  hereto),  for all  losses,  expenses  and  liabilities
(including,  without  limitation,  any interest paid by the Lender to lenders of
funds borrowed by it to make or carry its Eurodollar Advances, in either case to
the extent not recovered by the Lender in connection with the  re-employment  of
such funds and  including  loss of  anticipated  profits),  which the Lender may
sustain:  (i) if for any reason (other than a default by the Lender) a borrowing
of, or conversion to or continuation of Eurodollar Advances to Borrower does not
occur on the date  specified  therefor  in a Notice  of  Borrowing  or Notice of
Continuation/Conversion  (whether  or not  withdrawn),  (ii)  if  any  repayment
(including  mandatory  prepayments  and  any  conversions  pursuant  to  Section
3.09(b)) of any  Eurodollar  Advances to Borrower  occurs on a date which is not
the last day of an Interest Period  applicable  thereto,  or (iii),  if, for any
reason,  Borrower  defaults in its obligation to repay its  Eurodollar  Advances
when required by the terms of this Agreement.

     Section  3.13  Assumptions   Concerning  Funding  of  Eurodollar  Advances.
Calculation of all amounts payable to the Lender under this Article III shall be
made as though the Lender had actually funded its relevant  Eurodollar  Advances
through the purchase of deposits in the relevant market bearing  interest at the
rate applicable to such Eurodollar  Advances in an amount equal to the amount of
the  Eurodollar  Advances  and  having a  maturity  comparable  to the  relevant
Interest  Period and through the transfer of such  Eurodollar  Advances  from an
offshore  office of the Lender to a domestic  office of the Lender in the United
States of  America;  provided,  however,  that the  Lender  may fund each of its
Eurodollar Advances in any manner it sees fit and the foregoing assumption shall
be used only for calculation of amounts payable under this Article III.

     Section 3.14 Capital Adequacy. Without limiting any other provision of this
Agreement,  in the event that the Lender  shall  have  determined  that any law,
treaty,  governmental (or  quasi-governmental)  rule,  regulation,  guideline or
order regarding  capital adequacy not currently in effect or fully applicable as
of the  Closing  Date,  or  any  change  therein  or in  the  interpretation  or
application thereof after the Closing Date, or compliance by the Lender with any
request or directive regarding capital adequacy not currently in effect or fully
applicable  as of the Closing  Date  (whether or not having the force of law and
whether or not failure to comply

<PAGE>


therewith  would be unlawful) from a central bank or  governmental  authority or
body having jurisdiction,  does or shall have the effect of reducing the rate of
return on the Lender's capital as a consequence of its obligations  hereunder to
a level  below  that  which the Lender  could  have  achieved  but for such law,
treaty, rule, regulation, guideline or order, or such change or compliance by an
amount  reasonably  deemed by the Lender to be  material,  then  within ten (10)
Business Days after written notice and demand by the Lender, Borrower shall from
time to time pay to the Lender additional  amounts  sufficient to compensate the
Lender for such reduction  (but, in the case of outstanding  Base Rate Advances,
without  duplication of any amounts already recovered by the Lender by reason of
an adjustment in the applicable  Base Rate).  Each  certificate as to the amount
payable under this Section 3.14 (which certificate shall set forth the basis for
requesting  such  amounts in  reasonable  detail),  submitted to Borrower by the
Lender in good faith,  shall,  absent manifest  error, be final,  conclusive and
binding for all purposes.

     Section 3.15 Benefits to Guarantors. In consideration for the execution and
delivery by the Guarantors of the Guaranty  Agreement,  Borrower  agrees to make
the benefit of extensions of credit hereunder available to the Guarantors.

     Section 3.16 Limitation on Certain Payment Obligations.

          (a)  The  Lender   shall  make   written   demand  on   Borrower   for
     indemnification  or compensation  pursuant to Section 3.07 no later than 90
     days after the earlier of (i) the date on which the Lender makes payment of
     such Taxes,  and (ii) the date on which the  relevant  taxing  authority or
     other  governmental  authority  makes  written  demand  upon the Lender for
     payment of such Taxes.

          (b)  The  Lender   shall  make   written   demand  on   Borrower   for
     indemnification or compensation pursuant to Sections 3.12 and 3.13 no later
     than 90 days after the event  giving rise to the claim for  indemnification
     or compensation occurs.

          (c)  The  Lender   shall  make   written   demand  on   Borrower   for
     indemnification or compensation pursuant to Sections 3.10 and 3.14 no later
     than 90 days  after the Lender  receives  actual  notice or obtains  actual
     knowledge of the  promulgation of a law, rule, order or  interpretation  or
     occurrence  of  another  event  giving  rise  to a claim  pursuant  to such
     sections.

          (d) In the event that the Lender fails to give Borrower  notice within
     the time  limitations  prescribed in (a) or (b) above,  Borrower  shall not
     have any obligation to pay such claim for compensation or  indemnification.
     In the event that the Lender fails to give Borrower  notice within the time
     limitation  prescribed in (c) above, Borrower shall not have any obligation
     to pay any amount with respect to claims  accruing  prior to the  ninetieth
     day preceding such written demand.

<PAGE>


                                  Article IV.

                            CONDITIONS TO BORROWINGS

     The  obligations  of the Lender to make  Advances to Borrower  hereunder is
subject to the satisfaction of the following conditions:

     Section 4.01 Conditions  Precedent to Initial  Revolving Loans. At the time
of the making of the initial  Revolving Loans hereunder on the Closing Date, all
obligations of Borrower  hereunder incurred prior to the initial Revolving Loans
(including,   without  limitation,   Borrower's  obligations  to  reimburse  the
reasonable  fees and expenses of counsel to the Lender and any fees and expenses
payable to the Lender as previously agreed with Borrower),  shall have been paid
in full, and the Lender shall have received the following, in form and substance
reasonably satisfactory in all respects to the Lender:

          (a) the duly executed counterparts of this Agreement;

          (b) the duly completed  Revolving  Note  evidencing the Revolving Loan
     Commitment;

          (c) the duly executed Guaranty Agreement;

          (d)  certificate  of Borrower in  substantially  the form of Exhibit C
     attached hereto and appropriately completed;

          (e) the duly executed Fee Letter;

          (f)  certificates  of the Secretary or Assistant  Secretary of each of
     the Credit Parties (i) attaching and certifying  copies of the  resolutions
     of the boards of directors of the Credit Parties, authorizing as applicable
     the  execution,  delivery and  performance  of the Credit  Documents,  (ii)
     certifying  (A) the name,  title and true signature of each officer of such
     entities  executing the Credit  Documents and (B) that the  certificate  or
     articles of incorporation and bylaws or comparable  governing  documents of
     each Credit  Party have not been  amended or modified  since the version of
     such  documents  certified to the lenders  under the  Syndicated  Revolving
     Credit Agreement;

          (g)  certificate  of good standing or  existence,  as may be available
     from the  Secretary  of  State  of the  jurisdiction  of  incorporation  or
     organization of Reaction Supply Corporation;

          (h) copies of all documents and  instruments,  including all consents,
     authorizations and filings,  required or advisable under any Requirement of
     Law or by any material  Contractual  Obligation of the Credit  Parties,  in
     connection  with  the  execution,  delivery,   performance,   validity  and
     enforceability  of the  Credit  Documents  and the  other  documents  to be
     executed  and  delivered  hereunder,  and  such  consents,  authorizations,

<PAGE>


     filings  and orders  shall be in full  force and effect and all  applicable
     waiting periods shall have expired;

          (i) duly executed  solvency  certificates  of Borrower and each of the
     Guarantors, in form and substance satisfactory to the Lender; and

          (j) the favorable  opinion of counsel to the Credit Parties  addressed
     to the Lender.

In addition to the foregoing, the following conditions shall have been satisfied
or  shall  exist,  all to the  satisfaction  of the  Lender,  as of the time the
initial Revolving Loans are made hereunder:

          (x) the Revolving  Loans to be made on the Closing Date and the use of
     proceeds thereof shall not contravene, violate or conflict with, or involve
     the Lender in a violation of, any law, rule, injunction,  or regulation, or
     determination of any court of law or other governmental authority; and

          (y)  all  corporate   proceedings  and  all  other  legal  matters  in
     connection with the authorization, legality, validity and enforceability of
     the Credit Documents shall be reasonably satisfactory in form and substance
     to the Lender.

     Section 4.02  Conditions to All Revolving  Loans. At the time of the making
of all Revolving  Loans (before as well as after giving effect to such Revolving
Loans and to the proposed use of the proceeds thereof), the following conditions
shall have been satisfied or shall exist:

          (a) there shall exist no Default or Event of Default;

          (b) all  representations  and warranties by Borrower  contained herein
     shall be true and correct in all material  respects with the same effect as
     though such  representations  and warranties had been made on and as of the
     date of such Revolving Loans;

          (c)  since the date of the most  recent  financial  statements  of the
     Consolidated   Companies  described  in  Section  6.07  of  the  Syndicated
     Revolving Credit  Agreement,  there shall have been no change which has had
     or could reasonably be expected to have a Materially Adverse Effect.

          (d) there  shall be no  action or  proceeding  instituted  or  pending
     before any court or other  governmental  authority  or, to the knowledge of
     Borrower,  threatened  (i) which  reasonably  could be  expected  to have a
     Materially  Adverse Effect,  or (ii) seeking to prohibit or restrict one or
     more Credit  Party's  ownership or operation of any portion of its business
     or assets,  or to compel one or more  Credit  Parties to dispose of or hold
     separate all or any portion of its businesses or assets, where such portion
     or portions of such  business(es) or assets, as the case may be, constitute
     a material  portion of the total  businesses or assets of the  Consolidated
     Companies;

<PAGE>


          (e) the  Revolving  Loans to be made and the use of  proceeds  thereof
     shall not contravene,  violate or conflict with, or involve the Lender in a
     violation of, any law, rule, injunction, or regulation, or determination of
     any court of law or other  governmental  authority  applicable to Borrower;
     and

          (f) the Lender  shall have  received  such  other  documents  or legal
     opinions as the Lender may  reasonably  request,  all in form and substance
     reasonably satisfactory to the Lender.

     Each request to borrow a Revolving  Loan and the  acceptance by Borrower of
the proceeds thereof shall constitute a representation and warranty by Borrower,
as of the date of such Revolving Loan, that the applicable  conditions specified
in Sections 4.01 and 4.02 have been satisfied. Article V.

                         REPRESENTATIONS AND WARRANTIES

     The Borrower hereby represents and warrants that all of the representations
and  warranties  set  forth in  Article  5 of the  Syndicated  Revolving  Credit
Agreement,  which  representations  and  warranties  are, for the benefit of the
Lender, incorporated by reference herein (including the definition of terms used
therein which appear in other  provisions  of the  Syndicated  Revolving  Credit
Agreement, and the schedules attached thereto) are true and correct on and as of
the date hereof;  provided that (i) all references to the "Administrative Agent"
and "Lenders"  shall be deemed to mean the Lender,  (ii) all references to "this
Agreement" or the "Credit  Documents" shall be deemed to refer to this Agreement
and the Credit  Documents  and the reference to "Loans" shall be deemed to refer
to the Revolving  Loans,  and (iii) the words  "hereunder"  and "hereby" and the
like  shall be deemed to refer to this  Agreement.  In  addition,  the  Borrower
expressly represents and warrants that there has been no material adverse change
in the business,  condition or operations (financial or otherwise), or prospects
of the  Borrower  and  its  Subsidiaries  since  the  date of the  last  audited
financial  statements  delivered by the Borrower to the lenders  pursuant to the
Syndicated Revolving Credit Agreement.

                                  Article VI.

                                    COVENANTS

     Section 6.01  Covenants  in  Syndicated  Revolving  Credit  Agreement.  The
Borrower  covenants and agrees that, so long as any Revolving Loans or any other
Obligations  shall  remain  unpaid or the  Revolving  Loan  Commitment  shall be
outstanding,  it will comply with each of the  covenants set forth in Articles 6
and 7 of the Syndicated Revolving Credit Agreement, which covenants are, for the
benefit  of  the  Lender,   incorporated  by  reference  herein  (including  the
definition  of the terms used therein  which appear in other  provisions  of the


<PAGE>


Syndicated  Revolving Credit Agreement and the schedules thereto),  irrespective
of whether the Syndicated  Revolving  Credit  Agreement is terminated  after the
date hereof;  provided that (i) all references to the "Administrative Agent" and
the "Lenders" shall be deemed to mean the Lender,  (ii) except for the reference
to "this  Agreement"  in Section 7.01 thereof  which shall be deemed to refer to
this Agreement and the Syndicated Revolving Credit Agreement,  all references to
"this  Agreement"  or the  "Credit  Documents"  shall be deemed to refer to this
Agreement and the Credit  Documents and the reference to "Loans" shall be deemed
to refer to the Revolving  Loans,  (iii) the words  "hereunder" and "hereby" and
the like shall be deemed to refer to this  Agreement  and (iv) the  reference to
$75,000,000 in Section  7.01(g) of the  Syndicated  Revolving  Credit  Agreement
shall for purposes of this Agreement be changed to $25,000,000.  In the event of
any  amendment,  consent,  modification  or waiver of the  Syndicated  Revolving
Credit  Agreement  occurring  after the date hereof,  such  amendment,  consent,
modification  or waiver  of the  Syndicated  Revolving  Credit  Agreement  shall
automatically  be effective  hereunder.  In the event of the  termination of the
Syndicated  Revolving  Credit  Agreement  or in the event  that the Lender is no
longer a lender  thereunder,  the Borrower  agrees to negotiate in good faith to
enter into  appropriate  amendments and  modifications  to this Agreement to set
forth the  covenants  governing  the  Borrower and its  Subsidiaries  herein but
unless and until such amendments or modifications  are in full force and effect,
the  terms  and  provisions  of  the  Syndicated   Revolving   Credit  Agreement
incorporated  herein by  reference  shall  continue  in full  force  and  effect
notwithstanding  the  termination  or  amendment  thereof.  The  failure  of the
Borrower to comply  with this  Article VI shall  constitute  an Event of Default
pursuant to this Agreement.

     Section 6.02 Additional Guarantors.  Borrower shall cause each new Material
Subsidiary reported to the lenders pursuant to Section 6.07(l) of the Syndicated
Revolving Credit Agreement, incorporated into this Agreement pursuant to Section
5.01 above, to execute and deliver to the Lender, simultaneously with the report
given pursuant to Section 6.07(l) of the Syndicated  Revolving Credit Agreement,
a Guaranty  Agreement,  together with related documents of the kind described in
Section 4.01, as  appropriate,  all in form and  substance  satisfactory  to the
Lender.

                                  Article VII.

                                EVENTS OF DEFAULT

     Upon the  occurrence  and during the  continuance  of any of the  following
specified events (each an "Event of Default"):

     Section  7.01  Payments.  Borrower  shall  fail to make  promptly  when due
(including,  without limitation,  by mandatory prepayment) any principal payment
with respect to the Revolving  Loans, or Borrower shall fail to make within five
(5) Business  Days after the due date  thereof any payment of  interest,  fee or
other amount payable hereunder;

<PAGE>

     Section 7.02 Other Covenants. Borrower shall fail to observe or perform any
covenant or agreement contained in this Agreement,  other than those referred to
in Section 7.01 above,  and, if capable of being  remedied,  such failure  shall
remain  unremedied  for 30 days after the  earlier of (i)  Borrower's  obtaining
knowledge  thereof,  or (ii)  written  notice  thereof  shall have been given to
Borrower by the Lender;

     Section 7.03 Representations. Any representation or warranty made or deemed
to be made by Borrower or any other Credit Party or by any of its officers under
this Agreement or any other Credit  Document  (including the Schedules  attached
thereto),  or any  certificate or other document  submitted to the Lender by any
such  Person  pursuant  to the  terms  of this  Agreement  or any  other  Credit
Document,  shall be incorrect in any material  respect when made or deemed to be
made or submitted;

     Section 7.04 Defaults under  Syndicated  Revolving  Credit  Agreement.  Any
Event of Default (as defined in the Syndicated  Revolving Credit  Agreement) has
occurred and is continuing;

     Section 7.05 Bankruptcy.  Borrower or any other Consolidated  Company shall
commence a voluntary  case  concerning  itself under the  Bankruptcy  Code or an
involuntary case for bankruptcy is commenced  against any  Consolidated  Company
and the petition is not controverted  within 10 days, or is not dismissed within
60 days,  after  commencement  of the case;  or a  custodian  (as defined in the
Bankruptcy  Code) is appointed  for, or takes charge of, all or any  substantial
part of the property of any Consolidated  Company;  or any Consolidated  Company
commences  proceedings  of its own  bankruptcy  or to be granted a suspension of
payments  or  any  other  proceeding  under  any  reorganization,   arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or
similar law of any jurisdiction, whether now or hereafter in effect, relating to
any Consolidated  Company or there is commenced against any Consolidated Company
any such  proceeding  which remains  undismissed for a period of 60 days; or any
Consolidated  Company is  adjudicated  insolvent  or  bankrupt;  or any order of
relief or other order  approving any such case or proceeding is entered;  or any
Consolidated Company suffers any appointment of any custodian or the like for it
or any substantial part of its property to continue undischarged or unstayed for
a period of 60 days; or any Consolidated  Company makes a general assignment for
the benefit of  creditors;  or any  Consolidated  Company  shall fail to pay, or
shall  state  that it is  unable to pay,  or shall be  unable to pay,  its debts
generally as they become due; or any  Consolidated  Company shall call a meeting
of its  creditors  with a view to arranging a  composition  or adjustment of its
debts; or any  Consolidated  Company shall by any act or failure to act indicate
its consent to,  approval of or  acquiescence  in any of the  foregoing;  or any
corporate  action  is taken  by any  Consolidated  Company  for the  purpose  of
effecting any of the foregoing;

     Section 7.06 Default  Under Other  Credit  Documents.  There shall exist or
occur any "Event of  Default" as  provided  under the terms of any other  Credit
Document,  or any Credit  Document  ceases to be in full force and effect or the
validity or enforceability thereof is disaffirmed by or on behalf of Borrower or
any other Credit Party, or at any time it is or becomes

<PAGE>


unlawful  for  Borrower or any other  Credit Party to perform or comply with its
obligations  under any Credit  Document,  or the  obligations of Borrower or any
other Credit Party under any Credit Document are not or cease to be legal, valid
and binding on Borrower or any such Credit Party;


then, and in any such event,  and at any time thereafter if any Event of Default
shall then be continuing,  the Lender shall, by written notice to Borrower, take
any or all of the  following  actions,  without  prejudice  to the rights of any
holder of the Revolving Note to enforce its claims against Borrower or any other
Credit Party:  (i) declare the Revolving Loan Commitment  terminated,  whereupon
the  Revolving  Loan  Commitment  shall  terminate  immediately  and Fees  shall
forthwith  become due and payable without any other notice of any kind; and (ii)
declare the principal of and any accrued  interest on the Revolving  Loans,  and
all other Obligations  owing hereunder,  to be, whereupon the same shall become,
forthwith due and payable without presentment,  demand,  protest or other notice
of any kind, all of which are hereby waived by Borrower;  provided,  that, if an
Event of Default  specified in Section 7.05 of this Agreement  shall occur,  the
result which would occur upon the giving of written  notice by the Lender to any
Credit  Party,  as  specified  in  clauses  (i)  and  (ii)  above,  shall  occur
automatically without the giving of any such notice.

                                  Article VIII.

                                  MISCELLANEOUS

     Section 8.01 Notices. All notices, requests and other communications to any
party hereunder shall be in writing  (including  bank wire,  telex,  telecopy or
similar  teletransmission  or  writing)  and shall be given to such party at its
address or applicable  teletransmission  number set forth on the signature pages
hereof,  or such other  address or  applicable  teletransmission  number as such
party may  hereafter  specify by notice to the Lender  and  Borrower.  Each such
notice, request or other communication shall be effective (i) if given by telex,
when such telex is transmitted to the telex number specified in this Section and
the appropriate  answer back is received,  (ii) if given by mail, 72 hours after
such  communication  is deposited in the mails with first class postage prepaid,
addressed  as  aforesaid,  (iii) if given by  telecopy,  when such  telecopy  is
transmitted to the telecopy number specified in this Section and the appropriate
confirmation  is  received,  or (iv) if given  by any  other  means  (including,
without limitation,  by air courier),  when delivered or received at the address
specified  in this  Section;  provided  that  notices to the Lender shall not be
effective until received.

     Section 8.02  Amendments,  Etc. No amendment or waiver of any  provision of
this  Agreement or the other Credit  Documents,  nor consent to any departure by
any Credit  Party  therefrom,  shall in any event be  effective  unless the same
shall be in writing  and signed by the  Lender,  and then such waiver or consent
shall be effective  only in the specific  instance and for the specific  purpose
for which given.


<PAGE>


     Section  8.03 No Waiver,  Remedies  Cumulative.  No failure or delay on the
part of the Lender or any holder of the Revolving  Note in exercising  any right
or remedy hereunder or under any other Credit Document, and no course of dealing
between  any Credit  Party and the Lender or the  holder of the  Revolving  Note
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any right or remedy  hereunder or under any other Credit  Document  preclude any
other or further  exercise  thereof or the exercise of any other right or remedy
hereunder or thereunder.  The rights and remedies herein expressly  provided are
cumulative  and not exclusive of any rights or remedies  which the Lender or the
holder of the Revolving Note would otherwise have. No notice to or demand on any
Credit  Party not required  hereunder or under any other Credit  Document in any
case shall entitle any Credit Party to any other or further  notice or demand in
similar  or other  circumstances  or  constitute  a waiver of the  rights of the
Lender or the holder of the Revolving Note to any other or further action in any
circumstances without notice or demand.

     Section 8.04 Payment of Expenses, Etc. Borrower shall:

          (i)  whether  or  not  the   transactions   hereby   contemplated  are
     consummated,  pay all reasonable,  out-of-pocket  costs and expenses of the
     Lender in the  administration  (both before and after the execution  hereof
     and including  reasonable  expenses actually incurred relating to advice of
     counsel as to the rights and duties of the Lender with respect thereto) of,
     and  in  connection  with  the  preparation,  execution  and  delivery  of,
     preservation of rights under, enforcement of, and, after a Default or Event
     of Default, refinancing,  renegotiation or restructuring of, this Agreement
     and the other Credit  Documents and the documents and instruments  referred
     to  therein,  and  any  amendment,   waiver  or  consent  relating  thereto
     (including,  without limitation,  the reasonable fees actually incurred and
     disbursements of counsel for the Lender);

          (ii)  subject,  in the  case  of  certain  Taxes,  to  the  applicable
     provisions of Section  3.07(b),  pay and hold the Lender  harmless from and
     against  any and all  present  and  future  stamp,  documentary,  and other
     similar Taxes with respect to this  Agreement,  the Revolving  Note and any
     other Credit Documents,  any collateral  described therein, or any payments
     due  thereunder,  and save the Lender harmless from and against any and all
     liabilities  with respect to or resulting from any delay or omission to pay
     such Taxes; and

          (iii)  indemnify  the Lender  and each  director,  officer,  employee,
     affiliate and agent thereof (each, an "Indemnitee")  from, and hold each of
     them harmless against, and reimburse each Indemnitee,  upon its demand, for
     any losses,  claims,  damages,  liabilities  or other  expenses  ("Losses")
     incurred by such  Indemnitee  insofar as such Losses arise out of or are in
     any way related to or result from this Agreement, the Revolving Note or any
     other Credit Document or the financing provided hereby, including,  without
     limitation, Losses arising in connection with any legal proceeding relating
     to any of the foregoing (whether or not such Indemnitee is a party thereto)
     and the  reasonable  attorneys  fees  and  expenses  actually  incurred  in
     connection therewith; provided, however, that the foregoing shall not apply
     to any Losses resulting from the gross negligence or willful  misconduct of
     such Indemnitee.


<PAGE>


          (iv) without  limiting the indemnities  set forth in subsection  (iii)
     above,  indemnify  each  Indemnitee  for  any and all  expenses  and  costs
     (including without  limitation,  remedial,  removal,  response,  abatement,
     cleanup,  investigative,  closure and  monitoring  costs),  losses,  claims
     (including  claims for  contribution or indemnity and including the cost of
     investigating  or  defending  any claim and  whether  or not such  claim is
     ultimately defeated,  and whether such claim arose before,  during or after
     any  Credit  Party's  ownership,  operation,  possession  or control of its
     business,  property or facilities  or before,  on or after the date hereof,
     and  including  also any  amounts  paid  incidental  to any  compromise  or
     settlement  by the  Indemnitee  or  Indemnitees  to the holders of any such
     claim), lawsuits,  liabilities,  obligations,  actions,  judgments,  suits,
     disbursements,  encumbrances,  liens, damages (including without limitation
     damages for contamination or destruction of natural  resources),  penalties
     and fines of any kind or nature whatsoever (including without limitation in
     all  cases  the  reasonable  fees  actually  incurred,  other  charges  and
     disbursements  of counsel in connection  therewith)  incurred,  suffered or
     sustained  by that  Indemnitee  based  upon,  arising  under or relating to
     Environmental  Laws based on,  arising out of or relating to in whole or in
     part, the existence or exercise of any rights or remedies by any Indemnitee
     under this Agreement,  any other Credit  Document or any related  documents
     (but excluding those incurred, suffered or sustained by any Indemnitee as a
     result of any action  taken by or on behalf of the Lender  with  respect to
     any  Subsidiary  of Borrower (or the assets  thereof owned or controlled by
     the Lender.

If and to the extent that the  obligations  of Borrower  under this Section 8.04
are  unenforceable  for any reason,  Borrower  hereby agrees to make the maximum
contribution  to the  payment  and  satisfaction  of such  obligations  which is
permissible  under applicable law. Section 8.05 Right of Setoff.  In addition to
and not in limitation of all rights of offset that the Lender or other holder of
the Revolving Note may have under  applicable law, the Lender or other holder of
the  Revolving  Note  shall,  upon the  occurrence  of any Event of Default  and
whether  or not the  Lender or such  holder  has made any  demand or any  Credit
Party's obligations are matured,  have the right to appropriate and apply to the
payment of any Credit Party's  obligations  hereunder and under the other Credit
Documents, all deposits of any Credit Party (general or special, time or demand,
provisional  or final)  then or  thereafter  held by and other  indebtedness  or
property  then or  thereafter  owing by the Lender or other holder to any Credit
Party,  whether or not related to this Agreement or any  transaction  hereunder.
The Lender shall promptly notify Borrower of any offset hereunder.

     Section 8.06 Benefit of Agreement.

          (a) This  Agreement  shall be binding upon and inure to the benefit of
     and be enforceable by the respective  successors and assigns of the parties
     hereto,  provided  that  Borrower  may not  assign or  transfer  any of its
     interest hereunder without the prior written consent of the Lender.

          (b) The Lender may make,  carry or transfer  Revolving Loans at, to or
     for the account of, any of its branch offices or the office of an Affiliate
     of the Lender.


<PAGE>


          (c) The Lender may  assign all or a portion of its  interests,  rights
     and  obligations  under this  Agreement  (including all or a portion of the
     Revolving Loan  Commitment and the Revolving  Loans at the time owing to it
     and the  Revolving  Note held by it) to any  Eligible  Assignee;  provided,
     however,  that (i) the Borrower must give its prior written consent to such
     assignment  (which consent shall not be  unreasonably  withheld or delayed)
     unless such  assignment  is an Affiliate of the Lender,  (ii) the amount of
     the  Revolving  Loan  Commitment,   in  the  case  of  the  Revolving  Loan
     Commitment, or the Revolving Loans, in the case of the assignment of Loans,
     of the assigning Lender subject to each assignment (determined  immediately
     prior to such assignment) shall not be less than $5,000,000. From and after
     the effective date of such assignment,  the assignee  thereunder shall be a
     party  hereto and to the  extent of the  interest  assigned  shall have the
     rights and  obligations of a Lender under this  Agreement.  Notwithstanding
     the foregoing,  the assigning  Lender must retain after the consummation of
     such assignment, a minimum aggregate amount of Revolving Loan Commitment or
     Revolving Loans, as the case may be, of $5,000,000;  provided,  however, no
     such minimum  amount shall be required with respect to any such  assignment
     made at any time there exists an Event of De-fault  hereunder.  Within five
     (5) Business Days after receipt of the notice of an  assignment,  Borrower,
     at its own  expense,  shall  execute  and deliver to the  assignee  and the
     assignor,  in exchange for the  surrendered  Revolving Note or Notes of the
     assignor,  a new Revolving Note or Notes to the order of such assignee in a
     principal  amount equal to the  applicable  Revolving  Loan  Commitment  or
     Revolving  Loans  assumed  by it and a new  Revolving  Note or Notes to the
     assigning Lender in the amount of its retained Revolving Loan Commitment or
     amount of its retained  Revolving  Loans.  Such new Revolving Note or Notes
     shall be in an aggregate  principal amount equal to the aggregate principal
     amount of such surrendered Revolving Note or Notes, shall be dated the date
     of the  surrendered  Revolving Note or Notes which they replace,  and shall
     otherwise be in substantially the form attached hereto.

          (d)  The  Lender  may,   without  the   consent  of   Borrower,   sell
     participations  without  restriction to one or more banks or other entities
     in all or a portion  of its  rights and  obligations  under this  Agreement
     (including  all  or a  portion  of its  Revolving  Loan  Commitment  in the
     Revolving  Loans owing to it and the Revolving Note held by it),  provided,
     however,  that (i) the  Lender's  obligations  under this  Agreement  shall
     remain  unchanged,  (ii) the Lender shall remain solely  responsible to the
     other parties  hereto for the  performance of such  obligations,  (iii) the
     participating  bank or other  entity  shall not be  entitled to the benefit
     (except  through  its  selling  Lender) of the cost  protection  provisions
     contained  in  Article  III of this  Agreement,  and  (iv)  Borrower  shall
     continue to deal solely and directly with the Lender in connection with the
     Lender's rights and  obligations  under this Agreement and the other Credit
     Documents,  and the Lender  shall  retain  the sole  right to  enforce  the
     obligations of Borrower  relating to the Revolving Loans and to approve any
     amendment,  modification  or waiver of any  provisions  of this  Agreement.
     Should the Lender sell a participation  hereunder, the Lender shall provide
     prompt written notice to Borrower of the name of such participant.

<PAGE>


          (e) Any Lender or participant  may, in connection  with the assignment
     or participation or proposed assignment or participation,  pursuant to this
     Section,  disclose to the assignee or participant  or proposed  assignee or
     participant any information  relating to Borrower or the other Consolidated
     Companies  furnished to the Lender by or on behalf of Borrower or any other
     Consolidated  Company.  With  respect to any  disclosure  of  confidential,
     non-public,  proprietary information, such proposed assignee or participant
     shall  agree to use the  information  only for the  purpose  of making  any
     necessary  credit judgments with respect to this credit facility and not to
     use the information in any manner prohibited by any law,  including without
     limitation,  the  securities  laws of the  United  States of  America.  The
     proposed  participant  or assignee  shall agree not to disclose any of such
     information except (i) to directors, employees, auditors or counsel to whom
     it is necessary to show such information, each of whom shall be informed of
     the  confidential  nature  of the  information,  (ii) in any  statement  or
     testimony  pursuant to a subpoena or order by any court,  governmental body
     or other agency asserting  jurisdiction  over such entity,  or as otherwise
     required by law (provided  prior notice is given to Borrower and the Lender
     unless otherwise prohibited by the subpoena,  order or law), and (iii) upon
     the request or demand of any  regulatory  agency or  authority  with proper
     jurisdiction.  The proposed  participant or assignee shall further agree to
     return all documents or other written  material and copies thereof received
     from the  Lender or  Borrower  relating  to such  confidential  information
     unless otherwise properly disposed of by such entity.

          (f) The Lender may at any time assign all or any portion of its rights
     in this Agreement and the Revolving Note issued to it to a Federal  Reserve
     Bank; provided that no such assignment shall release the Lender from any of
     its obligations hereunder.

          (g) If (i) any Taxes  referred to in Section  3.07(b) have been levied
     or imposed so as to require  withholdings  or  deductions  by Borrower  and
     payment  by  Borrower  of  additional  amounts  to the  Lender  as a result
     thereof,  (ii) the Lender  shall make  demand for  payment of any  material
     additional  amounts as compensation for increased costs pursuant to Section
     3.11 or for its reduced rate of return  pursuant to Section  3.14, or (iii)
     the Lender  shall  decline to  consent to a  modification  or waiver of the
     terms  of  this  Agreement  or the  other  Credit  Documents  requested  by
     Borrower,  then and in such event, upon request from Borrower  delivered to
     the Lender,  the Lender shall assign,  in accordance with the provisions of
     Section 8.06(c), all of its rights and obligations under this Agreement and
     the other  Credit  Documents  to  another  Lender or an  Eligible  Assignee
     selected by Borrower,  in consideration for the payment by such assignee to
     the Lender of the principal of, and interest on, the outstanding  Revolving
     Loans  accrued to the date of such  assignment,  and the  assumption of the
     Lender's  Revolving Loan  Commitment  hereunder,  together with any and all
     other amounts owing to the Lender under any provisions of this Agreement or
     the other Credit Documents accrued to the date of such assignment.

<PAGE>


     Section 8.07 Governing Law; Submission to Jurisdiction.

          (a) THIS  AGREEMENT  AND THE RIGHTS  AND  OBLIGATIONS  OF THE  PARTIES
     HEREUNDER  AND UNDER THE  REVOLVING  NOTE SHALL BE CONSTRUED IN  ACCORDANCE
     WITH AND BE GOVERNED BY THE LAW (WITHOUT  GIVING  EFFECT TO THE CONFLICT OF
     LAW PRINCIPLES THEREOF) OF THE STATE OF GEORGIA.

          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, THE
     REVOLVING NOTE OR ANY OTHER CREDIT  DOCUMENT MAY BE BROUGHT IN THE SUPERIOR
     COURT OF FULTON COUNTY, GEORGIA, OR ANY OTHER COURT OF THE STATE OF GEORGIA
     OR OF THE UNITED  STATES OF AMERICA FOR THE  NORTHERN  DISTRICT OF GEORGIA,
     AND, BY EXECUTION AND DELIVERY OF THIS  AGREEMENT,  BORROWER HEREBY ACCEPTS
     FOR ITSELF AND IN RESPECT OF ITS PROPERTY,  GENERALLY AND  UNCONDITIONALLY,
     THE  JURISDICTION  OF THE  AFORESAID  COURTS.  THE  PARTIES  HERETO  HEREBY
     IRREVOCABLY WAIVE TRIAL BY JURY, AND BORROWER HEREBY IRREVOCABLY WAIVES ANY
     OBJECTION,  INCLUDING,  WITHOUT LIMITATION,  ANY OBJECTION TO THE LAYING OF
     VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS,  WHICH IT MAY NOW OR
     HEREAFTER  HAVE TO THE  BRINGING OF ANY SUCH ACTION OR  PROCEEDING  IN SUCH
     RESPECTIVE JURISDICTIONS.

          (c) BORROWER HEREBY  IRREVOCABLY  DESIGNATES THE  CORPORATION  SERVICE
     COMPANY,  ATLANTA,  GEORGIA, AS ITS DESIGNEE,  APPOINTEE AND LOCAL AGENT TO
     RECEIVE,  FOR  AND ON  BEHALF  OF  BORROWER,  SERVICE  OF  PROCESS  IN SUCH
     RESPECTIVE  JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
     THIS AGREEMENT OR THE REVOLVING NOTE OR ANY DOCUMENT RELATED THERETO. IT IS
     UNDERSTOOD  THAT A COPY OF SUCH PROCESS  SERVED ON SUCH LOCAL AGENT WILL BE
     PROMPTLY FORWARDED BY SUCH LOCAL AGENT AND BY THE SERVER OF SUCH PROCESS BY
     MAIL TO BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, BUT
     THE FAILURE OF  BORROWER  TO RECEIVE  SUCH COPY SHALL NOT AFFECT IN ANY WAY
     THE SERVICE OF SUCH PROCESS.  BORROWER FURTHER IRREVOCABLY  CONSENTS TO THE
     SERVICE OF PROCESS OF ANY OF THE  AFOREMENTIONED  COURTS IN ANY SUCH ACTION
     OR PROCEEDING BY THE MAILING OF COPIES  THEREOF BY REGISTERED) OR CERTIFIED
     MAIL,  POSTAGE  PREPAID,  TO BORROWER AT ITS SAID ADDRESS,  SUCH SERVICE TO
     BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.

          (d) Nothing herein shall affect the right of the Lender, any holder of
     a Revolving  Note or any Credit Party to serve  process in any other manner
     permitted by law or to commence  legal  proceedings  or  otherwise  proceed
     against Borrower in any other jurisdiction.


<PAGE>


     Section 8.08 Counterparts.  This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts,  each
of which when so executed and delivered  shall be an original,  but all of which
shall together constitute one and the same instrument.

     Section 8.09 Effectiveness; Survival.

          (a) This Agreement shall become  effective on the date (the "Effective
     Date") on which all of the parties  hereto shall have signed a  counterpart
     hereof  (whether  the  same  or  different  counterparts)  and  shall  have
     delivered the same to the Lender pursuant to Section 8.01 .

          (b) The obligations of Borrower under Sections  3.07(b),  3.10,  3.12,
     3.13,  3.14,  and 8.04 hereof shall  survive for ninety (90) days after the
     payment in full of the Revolving  Note after the Final  Maturity  Date. All
     representations  and warranties made herein, in the certificates,  reports,
     notices,  and other  documents  delivered  pursuant to this Agreement shall
     survive the  execution  and  delivery of this  Agreement,  the other Credit
     Documents,  and such  other  agreements  and  documents,  the making of the
     Revolving Loans hereunder,  and the execution and delivery of the Revolving
     Note.

     Section 8.10  Severability.  In case any provision in or  obligation  under
this  Agreement  or the other  Credit  Documents  shall be  invalid,  illegal or
unenforceable,  in whole or in part, in any jurisdiction, the validity, legality
and  enforceability  of the  remaining  provisions  or  obligations,  or of such
provision  or  obligation  in any  other  jurisdiction,  shall not in any way be
affected or impaired thereby.

     Section 8.11  Independence of Covenants.  All covenants  hereunder shall be
given  independent  effect so that if a  particular  action or  condition is not
permitted  by any of such  covenants,  the fact that it would be permitted by an
exception to, or be otherwise within the limitation of, another covenant,  shall
not avoid the  occurrence  of a Default or an Event of Default if such action is
taken or condition exists.

     Section 8.12 Change in Accounting  Principles,  Fiscal Year or Tax Laws. If
(i) any preparation of the financial  statements  referred to in Section 6.07 of
the  Syndicated   Revolving  Credit  Agreement   hereafter   occasioned  by  the
promulgation of rules,  regulations,  pronouncements and opinions by or required
by the  Financial  Accounting  Standards  Board  or the  American  Institute  of
Certified  Public  Accounts  (or  successors  thereto or agencies  with  similar
functions) (other than changes mandated by FASB 106) result in a material change
in the method of calculation of financial covenants, standards or terms found in
this Agreement,  (ii) there is any change in Borrower's fiscal quarter or fiscal
year, or (iii) there is a material  change in federal tax laws which  materially
affects any of the Consolidated  Companies' ability to comply with the financial
covenants,  standards or terms found in this Agreement,  Borrower and the Lender
agree to enter  into  negotiations  in order to amend such  provisions  so as to
equitably  reflect such  changes  with the desired  result that the criteria for
evaluating any of the Consolidated

<PAGE>


Companies'  financial  condition shall be the same after such changes as if such
changes  had not been  made.  Unless  and  until  such  provisions  have been so
amended, the provisions of this Agreement shall govern.

     Section 8.13 Headings  Descriptive,  Entire Agreement.  The headings of the
several  sections and subsections of this Agreement are inserted for convenience
only  and  shall  not in any way  affect  the  meaning  or  construction  of any
provision of this Agreement. This Agreement, the other Credit Documents, and the
agreements and documents  required to be delivered pursuant to the terms of this
Agreement  constitute the entire  agreement among the parties hereto and thereto
regarding  the  subject  matters  hereof and  thereof  and  supersede  all prior
agreements, representations and understandings related to such subject matters.

     Section 8.14 Time is of the Essence. Time is of the essence in interpreting
and performing this Agreement and all other Credit Documents.

     Section 8.15 Usury.  It is the intent of the parties  hereto not to violate
any federal or state law,  rule or regulation  pertaining  either to usury or to
the  contracting  for or charging or  collecting  of interest,  and Borrower and
Lender agree that,  should any  provision of this  agreement or of the Revolving
Note, or any act performed  hereunder or thereunder,  violate any such law, rule
or  regulation,  then the  excess  of  interest  contracted  for or  charged  or
collected  over the  maximum  lawful  rate of  interest  shall be applied to the
outstanding  principal  indebtedness  due to  lenders  by  Borrower  under  this
Agreement.

     Section 8.16  Construction.  Should any provision of this Agreement require
judicial interpretation, the parties hereto agree that the court interpreting or
construing the same shall not apply a presumption that the terms hereof shall be
more strictly  construed against one party by reason of the rule of construction
that a document is to be more strictly construed against the party who itself or
through its agents prepared the same, it being agreed that Borrower,  the Lender
and their respective agents have participated in the preparation hereof

     Section 8.17 Waiver of Effect of Corporate  Seal.  Borrower  represents and
warrants that it is not required to affix its corporate  seal to this  Agreement
or any other Credit  Document  pursuant to any Requirement of Law and waives any
shortening of the statute of  limitations  that may result from not affixing the
corporate seal to this Agreement or the other Credit Documents.



<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly  executed  and  delivered  in Atlanta,  Georgia,  by their duly  authorized
officers as of the day and year first above written.

Address for Notices:                           BORROWER:
-------------------

20 N. Orange Avenue                            HUGHES SUPPLY, INC.
Suite 200
Orlando, Florida 32801
Attention: J. Stephen Zepf                     By: ________________________
                                                     J. Stephen Zepf
                                                     Treasurer


                                               By: ________________________
                                                     Ben Butterfield
                                                     Secretary



                                               LENDER:
Address for. Notices:
--------------------
                                               SUNTRUST BANK, CENTRAL FLORIDA,
                                               NATIONAL ASSOCIATION
200 S. Orange Avenue
MC 2064
Orlando, Florida 32801
Attn: Mr. William C. Barr                       By: ________________________
                                                     William C. Barr
Telecopy No. 407/237-4076                             First Vice President

Payment Office:
---------------

200 S. Orange Avenue
MC 2064
Orlando, Florida 32801


--------------------------------------------
Revolving Loan Commitment: $50,000,000.00

Pro Rata Share of Revolving Loan Commitment: 100.00%



              [SIGNATURE PAGE TO BRIDGE REVOLVING CREDIT AGREEMENT]