Exhibit 10.11

                   SIXTH AMENDMENT TO LINE OF CREDIT AGREEMENT

     THIS SIXTH AMENDMENT TO LINE OF CREDIT  AGREEMENT (this "Sixth  Amendment")
is made and entered into as January 30, 2002, by and among HUGHES  SUPPLY,  INC.
("Borrower"),   a  Florida   corporation,   SUNTRUST  BANK,  a  Georgia  banking
corporation and successor by merger to SunTrust Bank, Central Florida,  National
Association,  BANK OF AMERICA,  N.A.,  formerly  known as  NationsBank,  N.A., a
national banking  association,  PNC BANK, N.A., a national banking  association,
THE FIFTH THIRD BANK, a national banking  association,  and such other financial
institutions becoming a party hereto from time to time (individually, a "Lender"
and collectively, the "Lenders"), SUNTRUST BANK, as administrative agent for the
Lenders  (in such  capacity,  the  "Administrative  Agent") and BANK OF AMERICA,
N.A., as syndication  agent for the Lenders (in such capacity,  the "Syndication
Agent").

                              W I T N E S S E T H:

     WHEREAS,  ABN AMRO Bank,  N.V., a banking  corporation  organized under the
laws of the Netherlands,  Wachovia Bank,  N.A., a national banking  association,
SouthTrust Bank, an Alabama corporation, formerly known as SouthTrust Bank, N.A.
(individually, an "Exiting Lender" and collectively, the "Exiting Lenders"), the
Lenders,  the Administrative  Agent, the Syndication  Agent,  SouthTrust Bank as
co-agent  (the  "Co-Agent")  and the  Borrower are party to that certain Line of
Credit  Agreement dated as of January 26, 1999, as amended by that certain First
Amendment  to Line of Credit  Agreement  dated as of September  29,  1999,  that
certain Second  Amendment to Line of Credit  Agreement dated as of May 29, 2000,
that certain Third  Amendment to Line of Credit  Agreement  dated as of December
13, 2000, that certain Fourth  Amendment to Line of Credit Agreement dated as of
December 20, 2000, and that certain Fifth Amendment to Line of Credit  Agreement
dated as of May 31,  2001 (as so  amended,  and as  further  amended,  restated,
supplemented,  or otherwise modified, the "Line of Credit Agreement"),  pursuant
to which the Lenders and the Exiting  Lenders made available to Borrower  credit
facilities subject to the terms and conditions set forth therein; and

     WHEREAS,  Borrower  has  requested  an  extension  of the  Line  of  Credit
Termination  Date to July 31, 2002 together with certain other  modifications to
the Line of Credit Agreement (the "Modifications"),  the Exiting Lenders and the
Co-Agent  have  not  agreed  to  the   Modifications,   but  the  Lenders,   the
Administrative  Agent  and the  Syndication  Agent are  willing  to agree to the
Modifications on the terms and conditions set forth below;

     NOW,  THEREFORE,  in  consideration  of the terms and conditions  contained
herein, the parties hereto, intending to be legally bound, hereby amend the Line
of Credit Agreement and agree as follows:

                                  A. AMENDMENTS

     1. The  preamble  to the Line of  Credit  Agreement  is hereby  amended  by
replacing the "Whereas" clause in its entirety with the following:
<PAGE>

                    WHEREAS, Borrower has requested that the Lenders establish a
     $36,250,000  line of credit  facility in favor of Borrower,  and subject to
     the terms and  conditions  contained  herein,  the  Lenders  are willing to
     establish such line of credit facility in favor of Borrower  subject to the
     terms and conditions set forth below;

     2.  The Line of  Credit  Agreement  is  hereby  amended  by  replacing  the
definitions of "Line of Credit Commitment" and "Line of Credit Termination Date"
in Section 1.01 in their entirety with the following:

                    "Line of Credit  Commitment" or  "Commitment"  shall mean at
     any time for any Lender,  the amount of such  commitment set forth opposite
     such Lender's name on the signature  pages to the Sixth Amendment or in any
     assignment  hereafter  executed  by any  assignee  of a Lender  pursuant to
     Section 10.06,  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  10.06,  or any amendment  thereof
     pursuant to Section 10.02.

                    "Line of Credit  Termination Date" shall mean the earlier of
     (i)  July  31,  2002,  and  (ii)  the  date on  which  the  Line of  Credit
     Commitments are terminated in accordance with Article VIII.

     3. The Line of Credit  Agreement is hereby  amended by adding the following
definition  of "Sixth  Amendment"  to Section  1.01 in the  proper  alphabetical
order:

                    "Sixth Amendment" shall mean that certain Sixth Amendment to
     Line of Credit  Agreement,  dated as of January 30,  2002,  executed by the
     Borrower, the Lenders, the Administrative Agent and the Syndication Agent.

     4.  Section 2.01 is of the Line of Credit  Agreement  is hereby  amended by
replacing Section 2.01(c) in its entirety with the following:

          (c) The  proceeds of the Line of Credit  Loans shall be used solely to
     provide  liquidity for the payment of  commercial  paper issued by Borrower
     from time to time  pursuant  to the  Borrower's  unrated  commercial  paper
     program with SunTrust Bank or any of its  Affiliates.  Line of Credit Loans
     plus the amount of all  commercial  paper issued by Borrower may not at any
     one time exceed  Thirty-Six  Million Two Hundred Fifty  Thousand and 00/100
     Dollars ($36,250,000).

     5. The Line of Credit  Agreement is hereby amended by deleting Section 9.12
in its entirety.

     6. Upon this Sixth Amendment  becoming  effective,  (i) the Exiting Lenders
shall no longer be deemed "Lenders" under the Line of Credit Agreement, (ii) the
Line of Credit  Commitment and the Pro Rata Shares of the Lenders under the Line
of Credit  Agreement shall be deemed adjusted to the amounts and percentages set
forth on the signature  pages to this Sixth  Amendment,  (iii) there shall be no
Co-Agent  under the Line of Credit  Agreement,  and (iv) any


                                       2
<PAGE>

outstanding  Loans shall be  reallocated  among the Lenders based their Pro Rata
Shares reflected on the signature pages hereto.

     7.  Prior to this  Sixth  Amendment  becoming  effective,  any  outstanding
Advances in excess of Thirty-Six  Million Two Hundred Fifty  Thousand and 00/100
Dollars  ($36,250,000) shall be prepaid in accordance with the terms of the Line
of Credit Agreement.

                         B. CONDITIONS TO EFFECTIVENESS

     The  effectiveness  of this Sixth  Amendment  is  conditioned  upon (a) all
accrued  interest and fees due and payable to the Exiting  Lenders being paid in
full by the  Borrower to such Exiting  Lenders,  (b) the  aggregate  outstanding
Advances  under  the  Line of  Credit  Agreement  being  less  than or  equal to
Thirty-Six Million Two Hundred Fifty Thousand and 00/100 Dollars  ($36,250,000),
and (c) the  Administrative  Agent's receipt of the following,  each dated as of
the date hereof, in form and substance  reasonably  satisfactory in all respects
to the Administrative Agent:

     (a) The duly executed original counterparts of this Sixth Amendment;

     (b) The duly executed  Consent and Ratification of Guaranty (Line of Credit
Agreement),  dated as of the date hereof,  made by each of the  Subsidiaries  of
Borrower listed on the signature pages thereof;

     (c) The duly executed Supplement to Subsidiary Guaranty Agreement, dated as
of the date hereof,  made by each of the  Subsidiaries of Borrower listed on the
signature pages thereof; and

     (d) a certificate of a Secretary or Assistant Secretary of each "Additional
Guarantor"  (as defined in the  Supplement  to Subsidiary  Guaranty  Agreement),
certifying  such   Additional   Guarantor's  (i)  articles  of  organization  or
incorporation,  (ii)  operating  agreements  or bylaws,  and (iii) the unanimous
written consent of its members or directors, authorizing the execution, delivery
and performance of the Supplement to Subsidiary Guaranty Agreement.

                                C. MISCELLANEOUS

     1. Borrower  represents and warrants that after giving effect to this Sixth
Amendment and the transactions  contemplated  hereby, all of the representations
and warranties  set forth in Article V of the Line of Credit  Agreement are true
and  correct in all  material  respects  and no Default or Event of Default  has
occurred and is continuing as of the date hereof.

     2. Except as expressly  provided herein, the Line of Credit Agreement shall
continue in full force and effect, and the unamended terms and conditions of the
Line of Credit  Agreement  are  expressly  incorporated  herein and ratified and
confirmed  in all  respects.  This Sixth  Amendment  is not intended to be or to
create, nor shall it be construed as, a novation or an accord and satisfaction.


                                       3
<PAGE>

     3.  From  and  after  the date  hereof,  references  to the Line of  Credit
Agreement shall be references to the Line of Credit Agreement as amended hereby.

     4. This Sixth  Amendment  constitutes  the  entire  agreement  between  the
parties  hereto with respect to the subject  matter  hereof.  Neither this Sixth
Amendment nor any provision hereof may be changed, waived, discharged,  modified
or terminated orally, but only by an instrument in writing signed by the parties
required to be a party  thereto  pursuant to Section 10.02 of the Line of Credit
Agreement.

     5. THIS SIXTH AMENDMENT SHALL BE GOVERNED IN ALL RESPECTS BY, AND CONSTRUED
AND  ENFORCED  IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF GEORGIA  (WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF).

     6. This Sixth Amendment may be executed in any number of counterparts, each
of which shall be deemed to be an  original  and all of which,  taken  together,
shall  constitute  one and the same  document,  and shall be effective as of the
date first above written.

     7. Borrower  shall  reimburse the  Administrative  Agent for the reasonable
fees and expenses of counsel for the  Administrative  Agent in  connection  with
this Sixth Amendment.

     8.  Borrower  hereby  represents  and warrants  that each of the  following
Subsidiaries  of Borrower has been dissolved and is no longer in existence:  (i)
ATLANTIC  PUMP &  EQUIPMENT  COMPANY  OF  MIAMI,  INC.  , (ii)  ATLANTIC  PUMP &
EQUIPMENT  COMPANY OF WEST PALM BEACH,  INC.,  (iii) DOMINION PIPE  FABRICATORS,
INCORPORATED,  (iv) ELEC-TEL  SUPPLY COMPANY,  (v) PORT CITY ELECTRICAL  SUPPLY,
INC., and (vi) R & G PLUMBING SUPPLY, INC.

                         [signatures on following page]


                                       4
<PAGE>

          IN WITNESS  WHEREOF,  the  Borrower,  the  Administrative  Agent,  the
Syndication  Agent,  and the  Lenders  have caused  this Sixth  Amendment  to be
executed as of the date first above written.

Address for Notices:                       BORROWER:

20 N. Orange Avenue                        HUGHES SUPPLY, INC.
Suite 200
Orlando, Florida 32801
Attention: J. Stephen Zepf                 By:_______________________________
                                              Thomas I. Morgan
                                              President

         [SIGNATURE PAGE TO SIXTH AMENDMENT TO LINE OF CREDIT AGREEMENT]
<PAGE>

Address for Notices:                SUNTRUST BANK, formerly known as
                                    SUNTRUST BANK, CENTRAL FLORIDA,
                                    NATIONAL ASSOCIATION, individually and as
200 S. Orange Avenue                Administrative Agent
MC 2064
Orlando, Florida 32801
                                    By: ______________________________
Attn: Mr. William C. Barr               Name:
                                        Title:
Telecopy No. (407) 237-4076

Payment Office:

200 S. Orange Avenue
MC 2064
Orlando, Florida 32801

_________________________________________

Line of Credit Commitment: $13,750,000.00

Pro Rata Share of Line of Credit Commitment: 37.93%

         [SIGNATURE PAGE TO SIXTH AMENDMENT TO LINE OF CREDIT AGREEMENT]
<PAGE>

Address for Notices:
                                        BANK OF AMERICA, N.A., formerly known as
                                        NATIONSBANK, N.A., individually and as
100 SE 2nd Street, 14th Floor           Syndication Agent
Miami, Florida 33131
Attn: Mr. Richard Starke
                                        By:_______________________________
Telecopy No. (305) 533-2437                Name:
                                           Title:

Payment Office:

Bank of America, N.A.
101 N. Tryon Street
Charlotte, North Carolina  28255
Attn: Ms. Deon Wright

__________________________________________

Line of Credit Commitment: $12,500,000.00

Pro Rata Share of Line of Credit Commitment: 34.48%

         [SIGNATURE PAGE TO SIXTH AMENDMENT TO LINE OF CREDIT AGREEMENT]
<PAGE>

Address for Notices:                          PNC BANK, N.A.

249 5th Avenue
Pittsburgh, Pennsylvania 15222
Attn: Mr. Doug King
                                              By:_______________________________
Telecopy No. (412) 762-6484                      Name:
                                                 Title:
Payment Office:

Two PNC Plaza/ Liberty Avenue.
Pittsburgh, Pennsylvania 15222
Attn: Ms. Anita Truchman

________________________________________

Line of Credit Commitment: $6,250,000.00

Pro Rata Share of Line of Credit Commitment: 17.24%

         [SIGNATURE PAGE TO SIXTH AMENDMENT TO LINE OF CREDIT AGREEMENT]
<PAGE>

Address for Notices:                       THE FIFTH THIRD BANK

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Mr. Daniel Klus
                                           By:__________________________________
Telecopy No. (513) 579-5226                   Name:
                                              Title:
Payment Office:

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Ms. Amy Buquo

________________________________________

Line of Credit Commitment: $3,750,000.00

Pro Rata Share of Line of Credit Commitment: 10.34%

         [SIGNATURE PAGE TO SIXTH AMENDMENT TO LINE OF CREDIT AGREEMENT]
<PAGE>

                      CONSENT AND RATIFICATION OF GUARANTY
                           (Line of Credit Agreement)

          THIS  CONSENT  AND   RATIFICATION   OF  GUARANTY   (the  "Consent  and
Ratification  of  Guaranty") is made and entered into as of January 30, 2002, by
each of the  Subsidiaries  of Hughes Supply,  Inc., a Florida  corporation  (the
"Borrower"),  listed on the signature pages hereof (the foregoing  corporations,
individually  a  "Guarantor"  and  collectively  the  "Guarantors")  in favor of
SUNTRUST BANK,  successor by merger to SunTrust Bank, Central Florida,  National
Association,  individually  and as  administrative  agent  (the  "Administrative
Agent"),   BANK  OF  AMERICA,   N.A.,  formerly  known  as  NationsBank,   N.A.,
individually and as syndication agent (the "Syndication  Agent"), and each other
bank  or  other  financial  institution  (collectively,  the  "Lenders")  now or
hereafter  becoming  party  to the  Line of  Credit  Agreement  (as  hereinafter
defined;  the Lenders,  the  Administrative  Agent and the Syndication Agent are
hereinafter collectively referred to herein as the "Guaranteed Parties").

                              W I T N E S S E T H :

          WHEREAS,  the Borrower,  the Lenders, the Administrative Agent and the
Syndication Agent have entered into that certain Line of Credit Agreement, dated
as of January 26, 1999,  as amended by that certain  First  Amendment to Line of
Credit Agreement,  dated as of September 29, 1999, that certain Second Amendment
to Line of  Credit  Agreement,  dated as of May 29,  2000,  that  certain  Third
Amendment  to Line of Credit  Agreement,  dated as of December  13,  2000,  that
certain Fourth Amendment to Line of Credit  Agreement,  dated as of December 20,
2000, that certain Fifth Amendment to Line of Credit Agreement,  dated as of May
31, 2001, and that certain Sixth Amendment to Line of Credit Agreement, dated as
of the date hereof (as amended and as hereafter amended, restated,  supplemented
or  otherwise  modified  from  time to time,  the  "Line of  Credit  Agreement";
capitalized  terms used herein and not otherwise defined shall have the meanings
assigned to them in the Line of Credit Agreement), pursuant to which the Lenders
made available to the Borrower  certain credit  facilities  subject to the terms
and conditions set forth therein;

          WHEREAS,  the  Guarantors  have made and  entered  into  that  certain
Subsidiary Guaranty Agreement,  dated as of January 26, 1999, as supplemented by
that certain  First  Supplement to Subsidiary  Guaranty  Agreement,  dated as of
August 31, 1999, by that Second  Supplement to  Subsidiary  Guaranty  Agreement,
dated  as of  April 4,  2000,  and by that  Supplement  to  Subsidiary  Guaranty
Agreement,  dated  as of May 31,  2001,  (as so  supplemented  and as  hereafter
amended,  restated,  supplemented  or otherwise  modified from time to time, the
"Guaranty"),  in  favor  of  the  Guaranteed  Parties,  pursuant  to  which  the
Guarantors absolutely, unconditionally, jointly and severally, guaranteed to the
Guaranteed  Parties,  the  full  and  prompt  payment  and  performance  of  all

<PAGE>

obligations,  liabilities and covenants of the Borrower under the Line of Credit
Agreement, Line of Credit Notes and the other Credit Documents;

          WHEREAS,  as a condition  precedent  to  extending  the Line of Credit
Termination Date and otherwise  modifying the Line of Credit Agreement  pursuant
to that certain  Sixth  Amendment to Line of Credit  Agreement,  dated as of the
date hereof (the "Sixth  Amendment"),  the Guaranteed  Parties have required the
Guarantors  to execute this Consent and  Ratification  of Guaranty in connection
with the execution and delivery of the Sixth Amendment,  and the Guarantors wish
to fulfill such condition  precedent because the modifications  contained in the
Sixth Amendment shall be beneficial to the Guarantors;

          NOW  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged by the parties, the Guarantors hereby consent and agree as follows:

          1. The Guarantors  hereby consent to the execution and delivery by the
Borrower of the Sixth Amendment and jointly and severally ratify and confirm the
terms  of the  Guaranty  with  respect  to  the  indebtedness  now or  hereafter
outstanding under the Line of Credit Agreement as amended to the date hereof and
all  promissory  notes  issued  thereunder.  The  Guarantors  acknowledge  that,
notwithstanding  anything  to the  contrary  contained  herein  or in any  other
document  evidencing any indebtedness of the Borrower to the Guaranteed  Parties
or any other  obligation of the Borrower,  or any actions now or hereafter taken
by the Guaranteed  Parties with respect to any  obligation of the Borrower,  the
Guaranty (i) is and shall continue to be a primary obligation of the Guarantors,
(ii) is and shall continue to be an absolute, unconditional,  joint and several,
continuing and irrevocable  guaranty of payment, and (iii) is and shall continue
to be in full force and effect in accordance  with its terms,  until all amounts
payable by the Borrower in favor of the Guaranteed  Parties and their successors
and  assigns  under the Line of Credit  Agreement  shall have been paid in full.
Nothing  contained  herein to the contrary  shall  release,  discharge,  modify,
change or affect the original liability of the Guarantors under the Guaranty. As
of the date  hereof,  each  Guarantor  represents  and  warrants  that it has no
defense, offset, or counterclaim against the Guaranteed Parties.

          2. Each Guarantor  represents and warrants that, as of the date hereof
and after giving effect to the transactions contemplated by the Sixth Amendment,
this Consent and  Ratification of Guaranty and the other Credit  Documents,  (i)
the assets of such Guarantor,  at fair valuation and based on their present fair
saleable  value,  will  exceed  such  Guarantor's  debts,  including  contingent
liabilities,   (ii)  the  remaining  capital  of  each  Guarantor  will  not  be
unreasonably small to conduct such Guarantor's business,  and (iii) no Guarantor
will have incurred debts, or have intended to incur debts, beyond its ability to
pay such debts as they mature. For purposes of this paragraph,  "debt" means any
liability on a claim, and "claim" means (a) the right to payment, whether or not
such right is reduced to judgment, liquidated,  unliquidated, fixed, contingent,
matured,  unmatured,   disputed,   undisputed,   legal,  equitable,  secured  or
unsecured,  or (b) the right to an equitable remedy for breach of performance if
such breach  gives rise to a right to  payment,

<PAGE>

whether or not such right to an equitable remedy is reduced to judgment,  fixed,
contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

                  [remainder of page intentionally left blank]

     IN  WITNESS  WHEREOF,   the  Guarantors  have  executed  this  Consent  and
Ratification of Guaranty as of the date first above written.

                                    GUARANTORS:

Address:                            CAROLINA PUMP & SUPPLY CORP.
20 North Orange Avenue              CAYESTEEL, INC.
Suite 200                           CF FLUID CONTROLS, INC.
Orlando, FL 32801                   CHAD SUPPLY, INC.
Attn: J. Stephen Zepf               COASTAL WHOLESALE, INC.
                                    DOMINION PIPE & SUPPLY CO.
                                    DOUGLAS LEONHARDT & ASSOCIATES, INC.
                                    ELASCO AGENCY SALES, INC.
                                    ELECTRIC LABORATORIES AND SALES
                                             CORPORATION
                                    FES MERGER CORP., INC.
                                    GAYLE SUPPLY COMPANY, INC.
                                    GILLELAND CONCRETE PRODUCTS, INC.
                                    H VENTURE CORP.
                                    HSI ACQUISITION CORPORATION
                                    HSI FUSION SERVICES, INC.
                                    HSI INDIANA, LLC
                                    HSI NORTH CAROLINA, LLC
                                    HUGHES WATER & SEWER COMPANY
                                    HUGHES SUPPLY MANAGEMENT SERVICES, INC.
                                    JUNO INDUSTRIES, INC.
                                    KAMEN SUPPLY COMPANY, INC.
                                    KINGSTON PIPE INDUSTRIES, INC.
                                    MEREX CORPORATION
                                    METALS INCORPORATED
                                    METALS, INC. - GULF COAST DIVISION
                                    MILLS & LUPTON SUPPLY COMPANY
                                    MOORE ELECTRIC SUPPLY, INC.
                                    MOUNTAIN COUNTRY SUPPLY, INC.
                                    OLANDER & BROPHY, INCORPORATED

<PAGE>

                                    ONE-STOP SUPPLY, INC.
                                    PAINE SUPPLY OF JACKSON, INC.
                                    PALM POOL PRODUCTS, INC.
                                    PANHANDLE PIPE AND SUPPLY CO., INC.
                                    REACTION SUPPLY CORPORATION
                                    SHRADER HOLDING COMPANY, INC.
                                    STAINLESS TUBULAR PRODUCTS, INC.
                                    USCO INCORPORATED
                                    UNION MERGER CORPORATION
                                    U.S. FUSION SERVICES, INC.
                                    VIRGINIA WATER & WASTE SUPPLY COMPANY, INC.
                                    WCC MERGER CORPORATION
                                    WATERWORKS HOLDING COMPANY
                                    WATERWORKS SALES COMPANY
                                    WHOLESALE ELECTRIC SUPPLY CORPORATION

                                    By: ______________________________________
                                        J. Stephen Zepf
                                        Treasurer

Address:                            HHH, LLC
1403 Foulk Road, Suite 102          HSI CORP.
Wilmington, DE  19803               L&T OF DELAWARE, INC.
                                    Z&L ACQUISITION CORP.

                                    By: ______________________________________
                                        Gordon Stewart
                                        President

Address:                            SOUTHWEST STAINLESS, L.P.
1403 Foulk Road, Suite 102
Wilmington, DE  19803               By: Z&L ACQUISITION CORP.,
                                          its General Partner

                                          By: ____________________________
                                              Gordon Stewart
                                              President

       [SIGNATURE PAGE TO CONSENT AND RATIFICATION OF GUARANTY AGREEMENT]
<PAGE>

                                   SUPPLEMENT
                                       TO
                          SUBSIDIARY GUARANTY AGREEMENT

          THIS SUPPLEMENT TO SUBSIDIARY  GUARANTY AGREEMENT (this "Supplement to
Guaranty  Agreement"),  dated as of January 30, 2002, made jointly and severally
by each of the  corporations  listed on the  signature  pages hereto  (each,  an
"Additional   Guarantor"),   in  favor  of  SUNTRUST  BANK,  a  Georgia  banking
corporation and successor by merger to SunTrust Bank, Central Florida,  National
Association,  BANK OF AMERICA,  N.A.,  formerly  known as  NationsBank,  N.A., a
national banking  association,  PNC BANK, N.A., a national banking  association,
THE FIFTH THIRD BANK, a national banking  association,  and such other financial
institutions becoming a party hereto from time to time (individually, a "Lender"
and collectively, the "Lenders"), SUNTRUST BANK, as administrative agent for the
Lenders (in such capacity,  the  "Administrative  Agent"),  and BANK OF AMERICA,
N.A., as syndication  agent for the Lenders (in such capacity,  the "Syndication
Agent").  The Lenders,  the  Administrative  Agent and the Syndication Agent are
hereinafter collectively referred to herein as the "Guaranteed Parties".

                              W I T N E S S E T H:

          WHEREAS,  Hughes Supply, Inc., a Florida corporation  ("Hughes"),  the
Lenders,  the  Administrative  Agent and the Syndication  Agent are parties to a
Line of Credit  Agreement,  dated as of  January  26,  1999,  as amended by that
certain First  Amendment to Line of Credit  Agreement  dated as of September 29,
1999, that certain Second  Amendment to Line of Credit Agreement dated as of May
29, 2000, that certain Third  Amendment to Line of Credit  Agreement dated as of
December 13, 2000,  that certain  Fourth  Amendment to Line of Credit  Agreement
dated as of December 20, 2000,  that certain  Fifth  Amendment to Line of Credit
Agreement, dated as of May 31, 2001, and that certain Sixth Amendment to Line of
Credit  Agreement,  dated as of the date  hereof (as so  amended  and as further
amended,  restated,  supplemented  or otherwise  modified from time to time, the
"Line of Credit Agreement"), pursuant to which the Lenders, ABN AMRO Bank, N.V.,
a banking  corporation  organized  under the laws of the  Netherlands,  Wachovia
Bank,  N.A., a national  banking  association,  and SouthTrust  Bank, an Alabama
corporation,  formerly known as SouthTrust Bank, N.A. made available to Borrower
credit facilities subject to the terms and conditions set forth therein;

          WHEREAS,  certain Subsidiaries (the "Subsidiary Guarantors") of Hughes
have executed and delivered a Subsidiary Guaranty Agreement, dated as of January
26, 1999 (as amended, restated,  supplemented or otherwise modified from time to
time, the "Subsidiary  Guaranty"),  pursuant to which the Subsidiary  Guarantors
have agreed to  guarantee  all of the

<PAGE>

obligations  of Hughes under the Line of Credit  Agreement  and the other Credit
Documents (as defined in the Line of Credit Agreement);

          WHEREAS,   Hughes,  the  Subsidiary   Guarantors  and  the  Additional
Guarantors share an identity of interests as members of a consolidated  group of
companies engaged in substantially  similar businesses;  Hughes provides certain
centralized  financial,  accounting  and  management  services to the Additional
Guarantors;  the making of the loans will  facilitate  expansion and enhance the
overall  financial  strength  and  stability of the  Hughes's  corporate  group,
including the Additional Guarantors;  and by virtue of intercompany advances and
loans, the financial accommodations to Hughes under the Line of Credit Agreement
shall inure to the direct and material benefit of the Additional Guarantors; and

          WHEREAS,  it is a condition to the Lenders'  continued  obligation  to
make loans to Hughes  under the Line of Credit  Agreement  that each  Additional
Guarantor  execute  and  deliver  to the  Administrative  Agent on behalf of the
Lenders this Supplement to Guaranty  Agreement,  and each  Additional  Guarantor
desires to execute and deliver this Supplement to Guaranty  Agreement to satisfy
such condition subsequent;

          NOW,  THEREFORE,  in  consideration  of the  premises  and in order to
induce  the  Lenders  to make  the  loans to  Hughes  under  the Line of  Credit
Agreement, each Additional Guarantor hereby agrees as follows:

          1. Defined Terms. Capitalized terms not otherwise defined herein shall
have the meanings specified for such terms in the Subsidiary Guaranty.

          2.  Additional  Guarantor.  Each Additional  Guarantor  agrees that it
shall be and become a Guarantor for all purposes of the Subsidiary  Guaranty and
shall  be  fully  liable  thereunder  to  the  Administrative  Agent  and  other
Guaranteed  Parties to the same  extent and with the same  effect as though such
Additional  Guarantor had been one of the  Guarantors  originally  executing and
delivering  the  Subsidiary  Guaranty.  Without  limiting  the  foregoing,  each
Additional   Guarantor  hereby  jointly  and  severally  (with  respect  to  the
guaranties  made by the Subsidiary  Guarantors  under the Subsidiary  Guaranty),
irrevocably  and  unconditionally,  guarantees  the  punctual  payment when due,
whether at stated maturity by  acceleration or otherwise,  of all Line of Credit
Loans and all other  Obligations  (as defined in the Line of Credit  Agreement),
including all renewals, extensions,  modifications and refinancings thereof, now
or  hereafter  existing,  whether for  principal,  interest,  fees,  expenses or
otherwise,  and any and  all  expenses  (including  reasonable  attorneys'  fees
actually  incurred  and  reasonable  out-of-pocket  expenses)  incurred  by  the
Guaranteed  Parties in enforcing  any rights under the  Subsidiary  Guaranty (as
supplemented hereby), subject, however, to the limitations expressly provided in
the Subsidiary Guaranty in Section 16 thereof.  All references in the Subsidiary
Guaranty to  "Guarantors"  or any  "Guarantor"  shall be deemed to include  each
Additional  Guarantor as if such  Additional  Guarantor  was one of the original

<PAGE>

Guarantors executing the Subsidiary Guaranty.

          3. Enforceability.  This Supplement has been duly authorized, executed
and delivered by each Additional  Guarantor and  constitutes a legal,  valid and
binding  obligation  of such  Additional  Guarantor,  enforceable  against it in
accordance with its terms,  except as the enforceability  thereof may be limited
by  bankruptcy,  insolvency,  reorganization,  moratorium  or other similar laws
affecting  creditors'  rights  generally  and by  general  principles  of equity
(regardless of whether such  enforceability is considered in a proceeding at law
or in equity).

          4. Counterparts. This Supplement and any amendments, waivers, consents
or supplements may be executed in any number of counterparts, each of which when
so executed and delivered shall be deemed an original, but all such counterparts
shall constitute but one and the same instrument.

          5. Effective Upon Delivery.  This  Supplement  shall become  effective
upon execution by each Additional Guarantor and delivery of this Supplement,  as
executed, to the Administrative Agent.

          6.  Governing  Law;  Appointment  of Agent  for  Service  of  Process;
Submission to Jurisdiction; Waiver of Jury Trial.

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

          b. ANY LEGAL ACTION OR PROCEEDING  WITH RESPECT TO THIS  SUPPLEMENT TO
GUARANTY AGREEMENT RELATED HERETO MAY BE BROUGHT IN THE SUPERIOR COURT OF FULTON
COUNTY 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 SUPPLEMENT
TO GUARANTY AGREEMENT, EACH ADDITIONAL GUARANTOR HEREBY CONSENTS, FOR ITSELF AND
IN RESPECT OF ITS PROPERTY,  TO THE  JURISDICTION OF THE AFORESAID COURTS SOLELY
FOR THE PURPOSE OF ADJUDICATING  ITS RIGHTS OR THE RIGHTS OF THE  ADMINISTRATIVE
AGENT OR OTHER  GUARANTEED  PARTIES WITH RESPECT TO THIS  SUPPLEMENT TO GUARANTY
AGREEMENT OR ANY DOCUMENT  RELATED  HERETO.  EACH  ADDITIONAL  GUARANTOR  HEREBY
IRREVOCABLY  DESIGNATES  CORPORATION SERVICE COMPANY AS THE DESIGNEE,  APPOINTEE
AND AGENT OF SUCH  ADDITIONAL  GUARANTOR  TO RECEIVE,  FOR AND ON BEHALF OF SUCH
ADDITIONAL  GUARANTOR,  SERVICE  OF PROCESS  IN SUCH  JURISDICTION  IN ANY LEGAL
ACTION OR PROCEEDING  WITH RESPECT TO THIS  SUPPLEMENT TO

<PAGE>

GUARANTY  AGREEMENT OR ANY  DOCUMENT  RELATED  HERETO AND SUCH SERVICE  SHALL BE
DEEMED  COMPLETED  THIRTY (30) DAYS AFTER MAILING  THEREOF TO SAID AGENT.  IT IS
UNDERSTOOD  THAT A COPY OF SUCH  PROCESS  SERVED ON SUCH AGENT WILL BE  PROMPTLY
FORWARDED  BY SUCH  LOCAL  AGENT AND BY THE  SERVER OF  PROCESS  BY MAIL TO SUCH
ADDITIONAL  GUARANTOR  AT ITS ADDRESS SET FORTH  HEREIN,  BUT THE FAILURE OF ANY
ADDITIONAL  GUARANTOR TO RECEIVE SUCH COPY SHALL NOT, TO THE EXTENT PERMITTED BY
APPLICABLE LAW,  AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS.  EACH ADDITIONAL
GUARANTOR  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
ACTION  OR  PROCEEDING  IN SUCH  RESPECTIVE  JURISDICTIONS  IN  RESPECT  OF THIS
SUPPLEMENT TO GUARANTY AGREEMENT OR ANY DOCUMENT RELATED THERETO. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT TO SERVE PROCESS IN ANY OTHER
MANNER  PERMITTED BY LAW OR TO COMMENCE LEGAL  PROCEEDINGS OR OTHERWISE  PROCEED
AGAINST ANY ADDITIONAL GUARANTOR IN ANY OTHER JURISDICTION.

          c.  TO  THE  EXTENT  PERMITTED  BY  APPLICABLE  LAW,  EACH  ADDITIONAL
GUARANTOR  HEREBY  IRREVOCABLY  WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM  ARISING OUT OF OR IN CONNECTION WITH THIS SUPPLEMENT
TO GUARANTY  AGREEMENT  OR ANY OTHER  CREDIT  DOCUMENT OR ANY MATTER  ARISING IN
CONNECTION HEREUNDER OR THEREUNDER.

          7.  Severability.  In case any provision in or  obligation  under this
Supplement shall be invalid,  illegal or unenforceable 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.

                   [Signatures appear on the following page.]

          IN  WITNESS  WHEREOF,   each  Additional  Guarantor  has  caused  this
Supplement  to Guaranty  Agreement  to be duly  executed  and  delivered  to the
Administrative  Agent by its duly authorized officers as of the date first above
written.

<PAGE>

Address for Notices:                             ADDITIONAL GUARANTORS:

4925 Kearney Street                WATERWORKS HOLDING COMPANY, a Colorado
Denver, Colorado 80216             corporation
Attention: J. Stephen Zepf
                                   By:__________________________________________
                                   Name:
                                   Title:


4925 Kearney Street                WATERWORKS SALES COMPANY, a Colorado
Denver, Colorado 80216             corporation
Attention: J. Stephen Zepf
                                   By:__________________________________________
                                   Name:
                                   Title:


1403 Foulk Road, Suite 102         HHH, LLC, a Delaware limited liability
Wilmington, DE  19803              company
Attention: Gordon Stewart
                                   By:__________________________________________
                                   Name:
                                   Title:


1403 Foulk Road, Suite 102         HSI NORTH CAROLINA, LLC, a North Carolina
Wilmington, DE  19803              limited liability company
Attention: Gordon Stewart
                                   By:__________________________________________
                                   Name:
                                   Title:


1403 Foulk Road, Suite 102         HSI INDIANA, LLC, an Indiana limited
Wilmington, DE  19803              liability company
Attention: Gordon Stewart
                                   By:__________________________________________
                                   Name:
                                   Title:

              [SIGNATURE PAGE TO SUPPLEMENT TO GUARANTY AGREEMENT]