Exhibit 10.13

                    7.96% Senior Notes due May 30, 2011
                                     
                                     
                                                               May 29, 1996
                                                                           
TO EACH OF THE PURCHASERS LISTED IN
     THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

          Hughes Supply, Inc., a Florida corporation (the "Company"),
agrees with you as follows:

1.   AUTHORIZATION OF NOTES.

      The Company will authorize the issue and sale of Ninety-Eight Million
Dollars ($98,000,000) aggregate principal amount of its 7.96% Senior  Notes
due  May 30, 2011 (the "Notes", such term to include any such notes  issued
in  substitution therefor pursuant to Section 13 of this Agreement  or  the
Other   Agreements  (as  hereinafter  defined)).   The   Notes   shall   be
substantially  in  the  form  set  out in  Exhibit  1,  with  such  changes
therefrom,  if  any,  as may be approved by you and the  Company.   Certain
capitalized  terms  used  in  this Agreement are  defined  in  Schedule  B;
references to a "Schedule" or an "Exhibit" are, unless otherwise specified,
to a Schedule or an Exhibit attached to this Agreement.

2.   SALE AND PURCHASE OF NOTES.

      Subject  to  the terms and conditions of this Agreement, the  Company
will  issue and sell to you and you will purchase from the Company, at  the
Closing provided for in Section 3, Notes in the principal amounts specified
opposite your respective names in Schedule A at the purchase price of  100%
of the principal amount thereof.  Contemporaneously with entering into this
Agreement,  the Company is entering into separate Note Purchase  Agreements
(the  "Other  Agreements") identical with this Agreement with each  of  the
other  purchasers  named in Schedule A (the "Other Purchasers"),  providing
for  the  sale at such Closing to each of the Other Purchasers of Notes  in
the  principal  amount specified opposite its name  in  Schedule  A.   Your
respective  obligations  hereunder  and  the  obligations  of   the   Other
Purchasers under the Other Agreements are several and not joint obligations
and you shall have no obligation under any Other Agreement and no liability
to any Person for the performance or non-performance by any Other Purchaser
thereunder.

3.   CLOSING.

          The sale and purchase of the Notes to be purchased by you and the
Other  Purchasers shall occur at the offices of Alston &  Bird,  1201  West
Peachtree  Street,  Atlanta, Georgia, at 10:00 a.m.,  Atlanta  time,  at  a
closing  (the  "Closing")  on May 29, 1996 or on such  other  Business  Day
thereafter  as  may  be agreed upon by the Company and you  and  the  Other
Purchasers.  At the Closing the Company will deliver to you the Notes to be
purchased  by you in the form of a single Note (or such greater  number  of
Notes  in denominations of at least $500,000 as you may request) dated  the
date  of  the Closing and registered in your name (or in the name  of  your
nominee),  against  delivery  by  you  to  the  Company  or  its  order  of
immediately available funds in the amount of the purchase price therefor by
wire transfer of immediately available funds for the account of the Company
to  account  number 880-119-6331, Account Name: "Hughes Supply,  Inc.",  at
SunTrust  Bank,  Atlanta,  Atlanta, Georgia, ABA  #061000104.   If  at  the
Closing  the  Company shall fail to tender such Notes to  you  as  provided
above  in  this Section 3, or any of the conditions specified in Section  4
shall  not  have  been fulfilled to your satisfaction, you shall,  at  your
election,  be  relieved  of all further obligations under  this  Agreement,
without  thereby waiving any rights you may have by reason of such  failure
or such nonfulfillment.

4.   CONDITIONS TO CLOSING.

           Your obligation to purchase and pay for the Notes to be sold  to
you  at  the  Closing  is subject to the fulfillment to your  satisfaction,
prior to or at the Closing, of the following conditions:

4.1  Representations and Warranties.

           The  representations  and warranties  of  the  Company  in  this
Agreement shall be correct when made and at the time of the Closing.

4.2  Performance; No Default.

          The Company shall have performed and complied with all agreements
and  conditions  contained in this Agreement required to  be  performed  or
complied  with by it prior to or at the Closing and after giving effect  to
the  issue  and  sale  of the Notes (and the application  of  the  proceeds
thereof  as  contemplated by Schedule 5.14) no Default or Event of  Default
shall  have  occurred  and  be continuing.  Neither  the  Company  nor  any
Subsidiary  shall have entered into any transaction since the date  of  the
Memorandum  that would have been prohibited by Sections 10.1 through  10.10
hereof had such Sections applied since such date.

4.3  Compliance Certificates.

           (a)  Officer's Certificate.  The Company shall have delivered to
you  an  Officer's  Certificate, dated the date of the Closing,  certifying
that  the  conditions  specified in Sections 4.1, 4.2  and  4.9  have  been
fulfilled.

           (b)   Secretary's Certificates.  The Company and each Subsidiary
executing the Guarantee referenced in Section 4.11 shall have delivered  to
you  a  certificate from the Secretary or an Assistant Secretary certifying
as  to  the  resolutions  attached thereto and other corporate  proceedings
relating  to the authorization, execution and delivery of, in the  case  of
the  Company,  the  Notes  and the Agreements and,  in  the  case  of  such
Subsidiaries,  the  Guarantee  and  Contribution  Agreement  referenced  in
Section 4.11.

4.4  Opinions of Counsel.

            You   shall  have  received  opinions  in  form  and  substance
satisfactory  to  you, dated the date of the Closing (a) from  Benjamin  P.
Butterfield,  General  Counsel for the Company, covering  the  matters  set
forth  in  Exhibit 4.4(a) and covering such other matters incident  to  the
transactions  contemplated  hereby as you or your  counsel  may  reasonably
request and (b) from Alston & Bird, your special counsel in connection with
such  transactions, substantially in the form set forth in  Exhibit  4.4(b)
and  covering such other matters incident to such transactions as  you  may
reasonably request.

4.5  Purchase Permitted by Applicable Law, etc.

           On  the date of the Closing your purchase of Notes shall (i)  be
permitted by the laws and regulations of each jurisdiction to which you are
subject, without recourse to provisions (such as Section 1405(a)(8) of  the
New  York  Insurance  Law)  permitting  limited  investments  by  insurance
companies  without  restriction  as to  the  character  of  the  particular
investment,  (ii) not violate any applicable law or regulation  (including,
without limitation, Regulation G, T or X of the Board of Governors  of  the
Federal  Reserve System) and (iii) not subject you to any tax,  penalty  or
liability under or pursuant to any applicable law or regulation, which  law
or  regulation was not in effect on the date hereof.  If requested by  you,
you  shall  have received an Officer's Certificate certifying  as  to  such
matters  of  fact as you may reasonably specify to enable you to  determine
whether such purchase is so permitted.

4.6  Sale of Other Notes.

           Contemporaneously with the Closing the Company shall sell to the
Other  Purchasers and the Other Purchasers shall purchase the Notes  to  be
purchased by them at the Closing as specified in Schedule A.

4.7  Payment of Special Counsel Fees.

           Without  limiting  the provisions of Section 15.1,  the  Company
shall  have paid on or before the Closing the reasonable fees, charges  and
disbursements  of your special counsel referred to in Section  4.4  to  the
extent reflected in a statement of such counsel rendered to the Company  at
least one Business Day prior to the Closing.

4.8  Private Placement Number.

           A  Private  Placement number issued by Standard &  Poor's  CUSIP
Service Bureau (in cooperation with the Securities Valuation Office of  the
National  Association of Insurance Commissioners) shall have been  obtained
for the Notes.

4.9  Changes in Corporate Structure.

           Except as specified in Schedule 4.9, the Company shall not  have
changed its jurisdiction of incorporation or been a party to any merger  or
consolidation  and shall not have succeeded to all or any substantial  part
of  the liabilities of any other entity, at any time following the date  of
the most recent financial statements referred to in Schedule 5.5.

4.10 Proceedings and Documents.

           All  corporate  and  other proceedings in  connection  with  the
transactions   contemplated  by  this  Agreement  and  all  documents   and
instruments incident to such transactions shall be satisfactory to you  and
your  special counsel, and you and your special counsel shall have received
all  such  counterpart  originals or certified  or  other  copies  of  such
documents as you or they may reasonably request.

4.11 Guarantees of Subsidiaries.

           Each  of  the  Material Subsidiaries specified in Schedule  4.11
shall  have  executed and delivered a Guarantee in the form  set  forth  in
Exhibit  4.11(a)  and the Company and each such Material  Subsidiary  shall
have  executed and delivered a Contribution Agreement in the form set forth
in Exhibit 4.11(b).

5.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

          The Company represents and warrants to you that:

5.1  Organization; Power and Authority.

          The Company is a corporation duly organized, validly existing and
in  good standing under the laws of its jurisdiction of incorporation,  and
is  duly qualified as a foreign corporation and is in good standing in each
jurisdiction  in  which such qualification is required by law,  other  than
those  jurisdictions as to which the failure to be so qualified or in  good
standing  could  not,  individually or  in  the  aggregate,  reasonably  be
expected  to have a Material Adverse Effect.  The Company has the corporate
power  and authority to own or hold under lease the properties it  purports
to  own  or  hold  under lease, to transact the business it  transacts  and
proposes  to transact, to execute and deliver this Agreement and the  Other
Agreements and the Notes and to perform the provisions hereof and thereof.

5.2  Authorization, etc.

           This Agreement and the Other Agreements and the Notes have  been
duly  authorized  by  all necessary corporate action on  the  part  of  the
Company,  and  this Agreement constitutes, and upon execution and  delivery
thereof each Note will constitute, a legal, valid and binding obligation of
the  Company enforceable against the Company in accordance with its  terms,
except  as such enforceability may be limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting  the
enforcement  of creditors' rights generally and (ii) general principles  of
equity  (regardless  of  whether such enforceability  is  considered  in  a
proceeding in equity or at law).

5.3  Disclosure.

           The  Company, through its agent, SunTrust Capital Markets, Inc.,
has delivered to you and each Other Purchaser a copy of a Private Placement
Memorandum,  dated  April  24,  1996 (the "Memorandum"),  relating  to  the
transactions contemplated hereby.  The Memorandum fairly describes, in  all
material  respects,  the  general nature  of  the  business  and  principal
properties  of  the Company and its Subsidiaries.  Except as  disclosed  in
Schedule  5.3, this Agreement, the Memorandum, the documents,  certificates
or  other  writings  delivered to you by or on behalf  of  the  Company  in
connection  with  the transactions contemplated hereby  and  the  financial
statements  listed in Schedule 5.5, taken as a whole, do  not  contain  any
untrue  statement  of a material fact or omit to state  any  material  fact
necessary  to  make the statements therein not misleading in light  of  the
circumstances  under  which they were made.  Except  as  disclosed  in  the
Memorandum  or  as expressly described in Schedule 5.3, or in  one  of  the
documents,  certificates or other writings identified therein,  or  in  the
financial statements listed in Schedule 5.5, since January 26, 1996,  there
has  been  no  change  in  the financial condition,  operations,  business,
properties  or  prospects of the Company or any Subsidiary  except  changes
that  individually or in the aggregate could not reasonably be expected  to
have a Material Adverse Effect.  There is no fact known to the Company that
could reasonably be expected to have a Material Adverse Effect that has not
been  set  forth  herein or in the Memorandum or in  the  other  documents,
certificates  and other writings delivered to you by or on  behalf  of  the
Company   specifically  for  use  in  connection  with   the   transactions
contemplated hereby.

5.4  Organization and Ownership of Shares of Subsidiaries; Affiliates.

          (a)  Schedule 5.4 contains (except as noted therein) complete and
correct  lists  (i)  of the Company's Subsidiaries,  showing,  as  to  each
Subsidiary, the correct name thereof, the jurisdiction of its organization,
and  the percentage of shares of each class of its capital stock or similar
equity   interests  outstanding  owned  by  the  Company  and  each   other
Subsidiary,  (ii)  of the Company's Affiliates and (iii) of  the  Company's
directors and senior officers.

           (b)   All of the outstanding shares of capital stock or  similar
equity interests of each Subsidiary shown in Schedule 5.4 as being owned by
the  Company and its Subsidiaries have been validly issued, are fully  paid
and  nonassessable and are owned by the Company or another Subsidiary  free
and clear of any Lien (except as otherwise disclosed in Schedule 5.4).  All
of  the entities set forth in Schedule 5.4 are Consolidated.  Schedule 4.11
sets forth all Material Subsidiaries of the Company as of the date hereof.

           (c)  Each Subsidiary identified in Schedule 5.4 is a corporation
or other legal entity duly organized, validly existing and in good standing
under  the  laws of its jurisdiction of organization, and is duly qualified
as  a foreign corporation or other legal entity and is in good standing  in
each  jurisdiction in which such qualification is required  by  law,  other
than  those jurisdictions as to which the failure to be so qualified or  in
good  standing  could not, individually or in the aggregate, reasonably  be
expected to have a Material Adverse Effect.  Each such Subsidiary  has  the
corporate  or  other  power and authority to own or hold  under  lease  the
properties  it  purports to own or hold under lease  and  to  transact  the
business  it  transacts  and  proposes  to  transact.   The  Guarantee  and
Contribution  Agreement  to  be executed and  delivered  by  each  Material
Subsidiary  referenced  in Section 4.11 have been duly  authorized  by  all
necessary corporate action on the part of each such Material Subsidiary and
such  Guarantee and Contribution Agreement will constitute a  legal,  valid
and binding obligation of such Material Subsidiary enforceable against such
Material  Subsidiary  except  as  such enforceability  may  be  limited  by
(i)  applicable bankruptcy, insolvency, reorganization, moratorium or other
similar  laws affecting the enforcement of creditors' rights generally  and
(ii)   general   principles   of  equity  (regardless   of   whether   such
enforceability is considered in a proceeding in equity or at law).

           (d)   No Subsidiary is a party to, or otherwise subject  to  any
legal  restriction  or  any  agreement  (other  than  this  Agreement,  the
agreements  listed  on  Schedule 5.4 and customary limitations  imposed  by
corporate law statutes) restricting the ability of such Subsidiary  to  pay
dividends out of profits or make any other similar distributions of profits
to  the Company or any of its Subsidiaries that owns outstanding shares  of
capital stock or similar equity interests of such Subsidiary.

5.5  Financial Statements.

           The  Company  has  delivered to each  Purchaser  copies  of  the
financial statements of the Company and its Subsidiaries listed on Schedule
5.5.   All of said financial statements (including in each case the related
schedules   and  notes)  fairly  present  in  all  material  respects   the
consolidated financial position of the Company and its Subsidiaries  as  of
the  respective  dates  specified in such  Schedule  and  the  consolidated
results  of  their operations and cash flows for the respective periods  so
specified  and  have  been prepared in accordance  with  GAAP  consistently
applied  throughout the periods involved except as set forth in  the  notes
thereto  (subject,  in  the  case of any interim financial  statements,  to
normal year-end adjustments).

5.6  Compliance With Laws, Other Instruments, etc.

           The  execution, delivery and performance by the Company of  this
Agreement  and  the  Notes and by the Material Subsidiaries  referenced  in
Section 4.11 of the Guarantee and Contribution Agreement referenced therein
will  not (i) contravene, result in any breach of, or constitute a  default
under, or result in the creation of any Lien in respect of any property  of
the  Company  or  any Subsidiary under, any indenture,  mortgage,  deed  of
trust, loan, purchase or credit agreement, lease, corporate charter or  by-
laws,  or  any  other agreement or instrument to which the Company  or  any
Subsidiary  is bound or by which the Company or any Subsidiary  or  any  of
their respective properties may be bound or affected, (ii) conflict with or
result  in  a breach of any of the terms, conditions or provisions  of  any
order, judgment, decree, or ruling of any court, arbitrator or Governmental
Authority applicable to the Company or any Subsidiary or (iii) violate  any
provision  of  any statute or other rule or regulation of any  Governmental
Authority applicable to the Company or any Subsidiary.

5.7  Governmental Authorizations, etc.

          No consent, approval or authorization of, or registration, filing
or  declaration with, any Governmental Authority is required in  connection
with  the  execution,  delivery  or performance  by  the  Company  of  this
Agreement  or the Notes or of the Guarantee and the Contribution  Agreement
referenced in Section 4.11 by the Material Subsidiaries referenced therein.

5.8  Litigation; Observance of Agreements, Statutes and Orders.

           (a)   Except as disclosed in Schedule 5.8, there are no actions,
suits  or  proceedings  pending  or,  to  the  knowledge  of  the  Company,
threatened  against  or  affecting the Company or  any  Subsidiary  or  any
property  of  the  Company or any Subsidiary in any  court  or  before  any
arbitrator  of  any kind or before or by any Governmental  Authority  that,
individually or in the aggregate, could reasonably be expected  to  have  a
Material Adverse Effect.

           (b)   Neither the Company nor any Subsidiary is in default under
any  term of any agreement or instrument to which it is a party or by which
it  is  bound,  or  any  order, judgment, decree or ruling  of  any  court,
arbitrator  or Governmental Authority or is in violation of any  applicable
law,   ordinance,   rule  or  regulation  (including   without   limitation
Environmental  Laws)  of  any  Governmental  Authority,  which  default  or
violation,  individually or in the aggregate, could reasonably be  expected
to have a Material Adverse Effect.

5.9  Taxes.

           The Company and its Subsidiaries have filed all tax returns that
are  required  to  have been filed in any jurisdiction, and  have  paid  or
reflected  appropriate reserves and/or accruals on it balance  sheets  for,
all  taxes,  including  federal, state, local, sales,  use,  VAT,  customs,
excise, franchise, assets, ad valorem  withholding taxes, duties or  levies
(collectively "Taxes"), except for any taxes and assessments (i) the amount
of  which  is  not individually or in the aggregate Material  or  (ii)  the
amount, applicability or validity of which is currently being contested  in
good faith by appropriate proceedings and with respect to which the Company
or  a Subsidiary, as the case may be, has established adequate reserves  in
accordance with GAAP.  The Company knows of no basis for any other  tax  or
assessment  that  could reasonably be expected to have a  Material  Adverse
Effect.  The charges, accruals and reserves on the books of the Company and
its Subsidiaries in respect of federal, state or other Taxes for all fiscal
periods  are adequate.  The federal income tax returns liabilities  of  the
Company  and  its  Subsidiaries have been audited by the  Internal  Revenue
Service for all fiscal years up to and including the fiscal year ended 1989
and  any  resulting deficiencies, additional assessments, fines, penalties,
interest  or other charge have either been paid for or adequately  reserved
for in the financial statements.  Other than certain ordinary course audits
of  state  sales  and  income  tax returns, neither  the  Company  nor  any
Subsidiary is presently under, nor has any of them received notice of,  any
investigation  or  audit by any national, regional,  provincial,  local  or
other  agency concerning any fiscal year or period ended prior to the  date
hereof.   All  taxes required to be withheld from employees of the  Company
and  its  Subsidiaries  for  income and social  security  taxes  have  been
properly withheld.

5.10 Title to Property; Leases.

           The  Company and its Subsidiaries have good and sufficient title
to  their respective owned properties that individually or in the aggregate
are  Material, including all such properties reflected in the  most  recent
audited balance sheet referred to in Section 5.5 or purported to have  been
acquired by the Company or any Subsidiary after said date (except  as  sold
or  otherwise disposed of in the ordinary course of business), in each case
free  and  clear  of Liens prohibited by this Agreement.  All  leases  that
individually or in the aggregate are Material are valid and subsisting  and
are in full force and effect in all material respects.

5.11 Licenses, Permits, etc.

          Except as disclosed in Schedule 5.11,

           (a)   the  Company  and  its Subsidiaries  own  or  possess  all
     licenses,  permits,  franchises, authorizations, patents,  copyrights,
     service  marks,  trademarks and trade names, or rights  thereto,  that
     individually or in the aggregate are Material, without known  conflict
     with the rights of others;

           (b)   to  the best knowledge of the Company, no product  of  the
     Company  infringes  in  any  material  respect  any  license,  permit,
     franchise,  authorization, patent, copyright, service mark, trademark,
     trade name or other right owned by any other Person; and

           (c)   to the best knowledge of the Company, there is no Material
     violation  by  any Person of any right of the Company or  any  of  its
     Subsidiaries  with  respect to any patent,  copyright,  service  mark,
     trademark,  trade name or other right owned or used by the Company  or
     any of its Subsidiaries.

5.12 Compliance With ERISA.

           (a)   The  Company  and each ERISA Affiliate have  operated  and
administered  each Plan in compliance with all applicable laws  except  for
such  instances  of noncompliance as have not resulted  in  and  could  not
reasonably be expected to result in a Material Adverse Effect.  Neither the
Company  nor  any  ERISA Affiliate has incurred any liability  pursuant  to
Title I or IV of ERISA or the penalty or excise tax provisions of the  Code
relating to employee benefit plans (as defined in Section 3 of ERISA),  and
no  event,  transaction  or condition has occurred  or  exists  that  could
reasonably be expected to result in the incurrence of any such liability by
the Company or any ERISA Affiliate, or in the imposition of any Lien on any
of  the rights, properties or assets of the Company or any ERISA Affiliate,
in  either  case pursuant to Title I or IV of ERISA or to such  penalty  or
excise  tax  provisions or to Section 401(a)(29) or 412 of the Code,  other
than  such  liabilities  or Liens as would not be individually  or  in  the
aggregate Material.

           (b)   The  Company  and its ERISA Affiliates have  not  incurred
withdrawal  liabilities  (and  are  not subject  to  contingent  withdrawal
liabilities)   under  section  4201  or  4204  of  ERISA  in   respect   of
Multiemployer Plans that individually or in the aggregate are Material.

           (c)   The expected postretirement benefit obligation (determined
as  of  the  last day of the Company's most recently ended fiscal  year  in
accordance  with  Financial Accounting Standards Board Statement  No.  106,
without   regard  to  liabilities  attributable  to  continuation  coverage
mandated  by section 4980B of the Code) of the Company and its Subsidiaries
is not Material.

           (d)   The  execution  and  delivery of this  Agreement  and  the
issuance  and sale of the Notes hereunder will not involve any  transaction
that  is  subject  to  the  prohibitions of section  406  of  ERISA  or  in
connection   with   which   a   tax   could   be   imposed   pursuant    to
section  4975(c)(1)(A)-(D) of the Code.  The representation by the  Company
in  the first sentence of this Section 5.12(d) is made in reliance upon and
subject to (i) the accuracy of your representation in Section 6.2 as to the
sources  of  the funds used to pay the purchase price of the  Notes  to  be
purchased  by you and (ii) the assumption, made solely for the  purpose  of
making  such representation, that Department of Labor Interpretive Bulletin
75-2  with  respect  to  prohibited  transactions  remains  valid  in   the
circumstances of the transactions contemplated herein.

5.13 Private Offering by the Company.

           Neither the Company nor anyone acting on its behalf has  offered
the Notes or any similar securities for sale to, or solicited any offer  to
buy  any of the same from, or otherwise approached or negotiated in respect
thereof with, any person other than you, the Other Purchasers and not  more
than  50 other Institutional Investors, each of which has been offered  the
Notes  at a private sale for investment.  Neither the Company, nor, to  the
best  knowledge of the Company, anyone acting on its behalf has  taken,  or
will  take, any action that would subject the issuance or sale of the Notes
to the registration requirements of Section 5 of the Securities Act.

5.14 Use of Proceeds; Margin Regulations.

           The Company will apply the proceeds of the sale of the Notes  as
set  forth in Schedule 5.14.  No part of the proceeds from the sale of  the
Notes  hereunder will be used, directly or indirectly, for the  purpose  of
buying or carrying any margin stock within the meaning of Regulation  G  of
the  Board of Governors of the Federal Reserve System (12 CFR 207), or  for
the  purpose of buying or carrying or trading in any securities under  such
circumstances as to involve the Company in a violation of Regulation  X  of
said  Board (12 CFR 224) or to involve any broker or dealer in a  violation
of  Regulation  T  of  said  Board (12 CFR 220).   Margin  stock  does  not
constitute  more  than 5% of the value of the Consolidated  Assets  of  the
Company  and  its  Subsidiaries and the Company does not have  any  present
intention  that margin stock will constitute more than 5% of the  value  of
such  assets.   As  used  in  this Section, the terms  "margin  stock"  and
"purpose of buying or carrying" shall have the meanings assigned to them in
said Regulation G.

5.15 Existing Debt; Future Liens.

           (a)   Except  as described therein, Schedule 5.15 sets  forth  a
complete  and correct list of all outstanding Debt of the Company  and  its
Subsidiaries  as  of March 31, 1996, since which date  there  has  been  no
Material  change in the amounts, interest rates, sinking funds, installment
payments  or  maturities of the Debt of the Company  or  its  Subsidiaries.
Neither  the  Company nor any Subsidiary is in default  and  no  waiver  of
default is currently in effect, in the payment of any principal or interest
on  any  Debt  of the Company or such Subsidiary and no event or  condition
exists with respect to any Debt of the Company or any Subsidiary that would
permit  (or  that with notice or the lapse of time, or both, would  permit)
one or more Persons to cause such Debt to become due and payable before its
stated maturity or before its regularly scheduled dates of payment.

           (b)   Except as disclosed in Schedule 5.15, neither the  Company
nor any Subsidiary has agreed or consented to cause or permit in the future
(upon  the  happening of a contingency or otherwise) any of  its  property,
whether  now  owned  or hereafter acquired, to be subject  to  a  Lien  not
permitted by Section 10.5.

5.16 Foreign Assets Control Regulations, etc.

           Neither the sale of the Notes by the Company hereunder  nor  its
use of the proceeds thereof will violate the Trading with the Enemy Act, as
amended,  or  any of the foreign assets control regulations of  the  United
States  Treasury Department (31 CFR, Subtitle B, Chapter V, as amended)  or
any enabling legislation or executive order relating thereto.

5.17 Status Under Certain Statutes.

           Neither  the Company nor any Subsidiary is subject to regulation
under  the  Investment Company Act of 1940, as amended, the Public  Utility
Holding  Company Act of 1935, as amended, the Interstate Commerce  Act,  as
amended, or the Federal Power Act, as amended.

5.18 Environmental Matters.

          Neither the Company nor any Subsidiary has knowledge of any claim
or  has  received  any  notice of any claim, and  no  proceeding  has  been
instituted raising any claim against the Company or any of its Subsidiaries
or any of their respective real properties now or formerly owned, leased or
operated  by  any  of  them or other assets, alleging  any  damage  to  the
environment or violation of any Environmental Laws, except, in  each  case,
such  as  could not reasonably be expected to result in a Material  Adverse
Effect.  Except as otherwise disclosed to you in writing,

               (a)  neither the Company nor any Subsidiary has knowledge of
          any  facts which would give rise to any claim, public or private,
          of  violation of Environmental Laws or damage to the  environment
          emanating  from,  occurring on or in  any  way  related  to  real
          properties now or formerly owned, leased or operated  by  any  of
          them  or to other assets or their use, except, in each case, such
          as  could  not  reasonably be expected to result  in  a  Material
          Adverse Effect;

                (b)   neither  the Company nor any of its Subsidiaries  has
          stored any Hazardous Materials on real properties now or formerly
          owned, leased or operated by any of them and has not disposed  of
          any Hazardous Materials in a manner contrary to any Environmental
          Laws in each case in any manner that could reasonably be expected
          to result in a Material Adverse Effect; and

                (c)  all buildings on all real properties now owned, leased
          or  operated  by  the Company or any of its Subsidiaries  are  in
          compliance  with  applicable  Environmental  Laws,  except  where
          failure to comply could not reasonably be expected to result in a
          Material Adverse Effect.

6.   REPRESENTATIONS OF THE PURCHASER.

6.1  Purchase for Investment.

           You  represent that you are purchasing the Notes  for  your  own
account  or for one or more separate accounts maintained by you or for  the
account  of one or more pension or trust funds and not with a view  to  the
distribution  thereof,  provided that the  disposition  of  your  or  their
property  shall  at  all  times  be within  your  or  their  control.   You
understand that the Notes have not been registered under the Securities Act
and  may  be  resold only if registered pursuant to the provisions  of  the
Securities  Act  or if an exemption from registration is available,  except
under  circumstances where neither such registration nor such an  exemption
is  required  by law, and that the Company is not required to register  the
Notes.

6.2  Source of Funds.

          You represent that at least one of the following statements is an
accurate representation as to each source of funds (a "Source") to be  used
by  you  to  pay  the purchase price of the Notes to be  purchased  by  you
hereunder:

          (a)  if you are an insurance company, the Source does not include
     assets  allocated to any separate account maintained by you  in  which
     any  employee  benefit plan (or its related trust) has  any  interest,
     other  than a separate account that is maintained solely in connection
     with  your  fixed  contractual obligations  under  which  the  amounts
     payable,  or  credited,  to  such  plan  and  to  any  participant  or
     beneficiary of such plan (including any annuitant) are not affected in
     any manner by the investment performance of the separate account; or

           (b)   the  Source  is  either (i) an  insurance  company  pooled
     separate   account,  within  the  meaning  of  Prohibited  Transaction
     Exemption  ("PTE")  90-1 (issued January 29, 1990),  or  (ii)  a  bank
     collective  investment  fund, within the  meaning  of  the  PTE  91-38
     (issued  July  12,  1991) and, except as you  have  disclosed  to  the
     Company in writing pursuant to this paragraph (b), no employee benefit
     plan  or  group of plans maintained by the same employer  or  employee
     organization  beneficially owns more than 10% of all assets  allocated
     to such pooled separate account or collective investment fund; or

           (c)   the  Source  constitutes assets of  an  "investment  fund"
     (within  the  meaning of Part V of the QPAM Exemption)  managed  by  a
     "qualified  professional asset manager" or "QPAM" (within the  meaning
     of  Part  V of the QPAM Exemption), no employee benefit plan's  assets
     that  are  included  in such investment fund, when combined  with  the
     assets  of  all other employee benefit plans established or maintained
     by the same employer or by an affiliate (within the meaning of Section
     V(c)(1)  of  the  QPAM  Exemption) of such employer  or  by  the  same
     employee  organization and managed by such QPAM,  exceed  20%  of  the
     total client assets managed by such QPAM, the conditions of Part  I(c)
     and  (g) of the QPAM Exemption are satisfied, neither the QPAM  nor  a
     person  controlling or controlled by the QPAM (applying the definition
     of  "control" in Section V(e) of the QPAM Exemption) owns a 5% or more
     interest in the Company and (i) the identity of such QPAM and (ii) the
     names of all employee benefit plans whose assets are included in  such
     investment fund have been disclosed to the Company in writing pursuant
     to this paragraph (c); or

          (d)  the Source is a governmental plan; or

           (e)   the  Source is one or more employee benefit  plans,  or  a
     separate  account  or  trust fund comprised of one  or  more  employee
     benefit  plans,  each of which has been identified to the  Company  in
     writing pursuant to this paragraph (e); or

           (f)   the Source does not include assets of any employee benefit
     plan, other than a plan exempt from the coverage of ERISA.

As   used  in  this  Section  6.2,  the  terms  "employee  benefit   plan",
"governmental plan", "party in interest" and "separate account" shall  have
the respective meanings assigned to such terms in Section 3 of ERISA.

7.   INFORMATION AS TO COMPANY.

7.1  Financial and Business Information.

           The  Company shall deliver to each holder of Notes  that  is  an
Institutional Investor:

          (a)  Quarterly Statements -- within 60 days after the end of each
     quarterly fiscal period in each fiscal year of the Company (other than
     the  last quarterly fiscal period of each such fiscal year), duplicate
     copies of,

                (i)   a  consolidated balance sheet of the Company and  its
          Subsidiaries as at the end of such quarter, and

                 (ii)   consolidated  statements  of  income,  changes   in
          shareholders'  equity  and cash flows  of  the  Company  and  its
          Subsidiaries, for such quarter and (in the case of the second and
          third  quarters) for the portion of the fiscal year  ending  with
          such quarter,

     setting  forth  in each case in comparative form the figures  for  the
     corresponding  periods in the previous fiscal year, all in  reasonable
     detail,  prepared  in  accordance with GAAP  applicable  to  quarterly
     financial  statements generally, and certified by a  Senior  Financial
     Officer  as fairly presenting, in all material respects, the financial
     position  of  the  companies being reported on and  their  results  of
     operations and cash flows, subject to changes resulting from  year-end
     adjustments;
     
     provided  that  delivery  within the time period  specified  above  of
     copies  of  the  Company's Quarterly Report on Form 10-Q  prepared  in
     compliance  with  the  requirements  therefor  and  filed   with   the
     Securities  and  Exchange Commission shall be deemed  to  satisfy  the
     requirements  of  this Section 7.1(a) so long as such requirements  of
     the  Securities and Exchange Commission continue to require that  Form
     10-Q  include the financial statements described in subparagraphs  (i)
     and (ii) above;

           (b)   Annual Statements -- within 105 days after the end of each
     fiscal year of the Company, duplicate copies of,

                (i)   a  consolidated balance sheet of the Company and  its
          Subsidiaries, as at the end of such year, and

                 (ii)   consolidated  statements  of  income,  changes   in
          shareholders'  equity  and cash flows  of  the  Company  and  its
          Subsidiaries, for such year,

     setting  forth  in each case in comparative form the figures  for  the
     previous fiscal year, all in reasonable detail, prepared in accordance
     with GAAP, and accompanied by:
     
                    (A)  an opinion thereon of independent certified public
     accountants of recognized national standing, which opinion shall state
     that  such  financial  statements  present  fairly,  in  all  material
     respects, the financial position of the companies being reported  upon
     and  their results of operations and cash flows and have been prepared
     in  conformity with GAAP, and that the examination of such accountants
     in  connection  with  such  financial  statements  has  been  made  in
     accordance with generally accepted auditing standards, and  that  such
     audit   provides   a  reasonable  basis  for  such  opinion   in   the
     circumstances;
     
                     (B)   a  certificate of such accountants stating  that
     they  have  reviewed  this Agreement and stating further  whether,  in
     making  their audit, they have become aware of any condition or  event
     that  then constitutes a Default or an Event of Default, and, if  they
     are aware that any such condition or event then exists, specifying the
     nature  and period of the existence thereof (it being understood  that
     such accountants shall not be liable, directly or indirectly, for  any
     failure to obtain knowledge of any Default or Event of Default  unless
     such  accountants should have obtained knowledge thereof in making  an
     audit in accordance with generally accepted auditing standards or  did
     not make such an audit);
     
     provided, that the delivery within the time period specified above  of
     the  Company's  Annual  Report  on Form  10-K  for  such  fiscal  year
     (together  with the Company's annual report to shareholders,  if  any,
     prepared  pursuant to Rule 14a-3 under the Exchange Act)  prepared  in
     accordance  with  the  requirements  therefor  and  filed   with   the
     Securities  and  Exchange Commission shall be deemed  to  satisfy  the
     requirements  of  this Section 7.1(b) so long as such requirements  of
     the  Securities and Exchange Commission continue to require that  Form
     10-K  include the financial statements described in subparagraphs  (i)
     and (ii) above.

           (c)   SEC  and  Other  Reports -- promptly upon  their  becoming
     available, one copy of (i) each financial statement, report, notice or
     proxy  statement  sent  by  the Company or any  Subsidiary  to  public
     securities  holders  generally,  and (ii)  each  regular  or  periodic
     report,  each  registration  statement  (without  exhibits  except  as
     expressly  requested  by  such holder), and each  prospectus  and  all
     amendments  thereto  filed by the Company or any Subsidiary  with  the
     Securities and Exchange Commission and of all press releases and other
     statements  made available generally by the Company or any  Subsidiary
     to the public concerning developments that are Material;

           (d)   Notice of Default or Event of Default -- promptly, and  in
     any  event within five days after a Responsible Officer becoming aware
     of the existence of any Default or Event of Default or that any Person
     has  given  any notice or taken any action with respect to  a  claimed
     default hereunder or that any Person has given any notice or taken any
     action  with respect to a claimed default of the type referred  to  in
     Section  11(f), a written notice specifying the nature and  period  of
     existence thereof and what action the Company is taking or proposes to
     take with respect thereto;

          (e)  ERISA Matters -- promptly, and in any event within five days
     after a Responsible Officer becoming aware of any of the following,  a
     written  notice  setting forth the nature thereof and the  action,  if
     any,  that  the Company or an ERISA Affiliate proposes  to  take  with
     respect thereto:
     
                (i)   with  respect to any Plan, any reportable  event,  as
          defined   in   section  4043(b)  of  ERISA  and  the  regulations
          thereunder, for which notice thereof has not been waived pursuant
          to such regulations as in effect on the date hereof; or

                (ii)  the taking by the PBGC of steps to institute, or  the
          threatening by the PBGC of the institution of, proceedings  under
          section  4042 of ERISA for the termination of, or the appointment
          of  a  trustee  to administer, any Plan, or the  receipt  by  the
          Company  or  any ERISA Affiliate of a notice from a Multiemployer
          Plan that such action has been taken by the PBGC with respect  to
          such Multiemployer Plan; or

                (iii)      any  event, transaction or condition that  could
          result  in the incurrence of any liability by the Company or  any
          ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty
          or excise tax provisions of the Code relating to employee benefit
          plans,  or  in the imposition of any Lien on any of  the  rights,
          properties  or  assets  of the Company  or  any  ERISA  Affiliate
          pursuant to Title I or IV of ERISA or such penalty or excise  tax
          provisions,  if such liability or Lien, taken together  with  any
          other  such  liabilities or Liens then existing, could reasonably
          be expected to have a Material Adverse Effect; or

                (iv)  if  at  any  time the aggregate "amount  of  unfunded
          benefit  liabilities" (within the meaning of section  4001(a)(18)
          of ERISA) under all Plans, determined in accordance with Title IV
          of ERISA, shall exceed $1,000,000;
     
           (f)  Notices From Governmental Authority -- promptly, and in any
     event  within 30 days of receipt thereof, copies of any notice to  the
     Company  or  any  Subsidiary from any Federal  or  state  Governmental
     Authority  relating  to any order, ruling, statute  or  other  law  or
     regulation  that  could  reasonably be expected  to  have  a  Material
     Adverse Effect;
     
           (g)   New  Material  Subsidiaries -- within 30  days  after  the
     formation  or  acquisition of any Material Subsidiary,  or  any  other
     event  resulting in the creation of a new Material Subsidiary,  notice
     of  the  formation or acquisition of such Material Subsidiary or  such
     occurrence, including a description of the assets of such entity,  the
     activities in which it will be engaged, and such other information  as
     an Institutional Investor may request; and
     
           (h)   Requested Information -- with reasonable promptness,  such
     other  data  and  information relating to  the  business,  operations,
     affairs,  financial condition, assets or properties of the Company  or
     any  of its Subsidiaries or relating to the ability of the Company  to
     perform its obligations hereunder and under the Notes as from time  to
     time may be reasonably requested by any such holder of Notes.

7.2  Officer's Certificate.

           Each  set of financial statements delivered to a holder of Notes
pursuant  to  Section 7.1(a) or Section 7.1(b) shall be  accompanied  by  a
certificate of a Senior Financial Officer setting forth:

           (a)   Covenant Compliance -- the information (including detailed
     calculations) required in order to establish whether the  Company  was
     in  compliance  with the requirements of Sections  10.1,  10.2,  10.3,
     10.4,  10.5, 10.6 and 10.8 inclusive, during the quarterly  or  annual
     period covered by the statements then being furnished (including  with
     respect  to  each such Section, where applicable, the calculations  of
     the  maximum or minimum amount, ratio or percentage, as the  case  may
     be,  permissible under the terms of such Sections, and the calculation
     of the amount, ratio or percentage then in existence); and

           (b)   Event  of  Default -- a statement that  such  officer  has
     reviewed the relevant terms hereof and has made, or caused to be made,
     under  his  or  her  supervision, a review  of  the  transactions  and
     conditions  of the Company and its Subsidiaries from the beginning  of
     the  quarterly or annual period covered by the statements  then  being
     furnished  to  the date of the certificate and that such review  shall
     not  have  disclosed the existence during such period of any condition
     or  event that constitutes a Default or an Event of Default or, if any
     such  condition or event existed or exists, specifying the nature  and
     period  of  existence thereof and what action the Company  shall  have
     taken or proposes to take with respect thereto.

7.3  Inspection.

           The  Company shall permit the representatives of each holder  of
Notes that is an Institutional Investor:

          (a)  No Default -- if no Default or Event of Default then exists,
     at  the expense of such holder and upon reasonable prior notice to the
     Company,  to  visit the principal executive office of the Company,  to
     discuss  the  affairs, finances and accounts of the  Company  and  its
     Subsidiaries with the Company's officers, and (with the consent of the
     Company,  which  consent  will  not  be  unreasonably  withheld)   its
     independent public accountants, and (with the consent of the  Company,
     which  consent will not be unreasonably withheld) to visit  the  other
     offices and properties of the Company and each Subsidiary, all at such
     reasonable  times  and  as  often as may be  reasonably  requested  in
     writing; and

           (b)  Default -- if a Default or Event of Default then exists, at
     the expense of the Company to visit and inspect any of the offices  or
     properties  of  the  Company or any Subsidiary, to examine  all  their
     respective  books  of account, records, reports and other  papers,  to
     make  copies  and extracts therefrom, and to discuss their  respective
     affairs,  finances  and  accounts with their respective  officers  and
     independent  public  accountants (and by this  provision  the  Company
     authorizes  said  accountants to discuss  the  affairs,  finances  and
     accounts  of the Company and its Subsidiaries), all at such times  and
     as often as may be requested.

8.   PREPAYMENT OF THE NOTES.

8.1  Required Prepayments.

           On May 30, 2001 and on each November 30 and May 30 thereafter to
and including November 30, 2010, the Company will prepay $4,666,760 and  on
May  30,  2011  the  Company  will make a final payment  of  $4,664,800  of
principal  amount  (or  such amount as shall be the  remaining  outstanding
principal amount) of the Notes at par and without payment of the Make-Whole
Amount  or  any premium, provided that upon any partial prepayment  of  the
Notes  pursuant  to  Section  8.2 or purchase of  the  Notes  permitted  by
Section  8.5 the principal amount of each required prepayment of the  Notes
becoming  due  under  this  Section 8.1 on  and  after  the  date  of  such
prepayment  or  purchase  shall be reduced in the same  proportion  as  the
aggregate  unpaid principal amount of the Notes is reduced as a  result  of
such prepayment or purchase.

8.2  Optional Prepayments With Make-Whole Amount.

           The  Company may, at its option, upon notice as provided  below,
prepay the Notes in whole at any time, or from time to time in part  in  an
amount not less than $5,000,000, at 100% of the principal amount so prepaid
plus all accrued interest on the principal amount of Notes so prepaid, plus
the  Make-Whole Amount determined for the prepayment date with  respect  to
such  principal amount.  Any such optional payment shall be on  a  Business
Day  and the Company will give each holder of Notes written notice of  each
optional  prepayment under this Section 8.2 not less than 30 days  and  not
more  than  60  days prior to the Business Day fixed for  such  prepayment.
Each such notice shall specify such date, the aggregate principal amount of
the  Notes  to be prepaid on such date, the principal amount of  each  Note
held  by  such holder to be prepaid (determined in accordance with  Section
8.3),  and  the interest to be paid on the prepayment date with respect  to
such  principal  amount  being  prepaid, and  shall  be  accompanied  by  a
certificate  of  a Senior Financial Officer as to the estimated  Make-Whole
Amount due in connection with such prepayment (calculated as if the date of
such notice were the date of the prepayment), setting forth the details  of
such  computation.  Two Business Days prior to such prepayment, the Company
shall  deliver  to  each  holder  of  Notes  a  certificate  via  facsimile
transmission  of a Senior Financial Officer specifying the  calculation  of
such Make-Whole Amount as of the specified prepayment date.

8.3  Allocation of Partial Prepayments.

           In  the  case  of  each partial prepayment  of  the  Notes,  the
principal amount of the Notes to be prepaid shall be allocated among all of
the  Notes at the time outstanding in proportion, as nearly as practicable,
to  the  respective unpaid principal amounts thereof not theretofore called
for prepayment.

8.4  Maturity; Surrender, etc.

           In the case of each prepayment of Notes pursuant to this Section
8,  the principal amount of each Note to be prepaid shall mature and become
due  and  payable  on  the  date fixed for such prepayment,  together  with
interest  on such principal amount accrued to such date and the  applicable
Make-Whole  Amount, if any.  From and after such date, unless  the  Company
shall  fail to pay such principal amount when so due and payable,  together
with the interest and Make-Whole Amount, if any, as aforesaid, interest  on
such  principal amount shall cease to accrue.  Any Note paid or prepaid  in
full  shall  be surrendered to the Company and cancelled and shall  not  be
reissued,  and  no  Note shall be issued in lieu of any  prepaid  principal
amount of any Note.

8.5  Purchase of Notes.

           The  Company  will  not  and will not permit  any  Affiliate  to
purchase, redeem, prepay or otherwise acquire, directly or indirectly,  any
of the outstanding Notes except upon the payment or prepayment of the Notes
in  accordance with the terms of this Agreement and the Notes.  The Company
will promptly cancel all Notes acquired by it or any Affiliate pursuant  to
any  payment, prepayment or purchase of Notes pursuant to any provision  of
this  Agreement and no Notes may be issued in substitution or exchange  for
any such Notes.

8.6  Make-Whole Amount.

           The term "Make-Whole Amount" means, with respect to any Note, an
amount  equal  to  the  excess,  if any, of the  Discounted  Value  of  the
Remaining Scheduled Payments with respect to the Called Principal  of  such
Note over the amount of such Called Principal, provided that the Make-Whole
Amount  may in no event be less than zero.  For the purposes of determining
the Make-Whole Amount, the following terms have the following meanings:

          "Called Principal" means, with respect to any Note, the principal
     of  such  Note that is to be prepaid pursuant to Section  8.2  or  has
     become  or  is declared to be immediately due and payable pursuant  to
     Section 12.1, as the context requires.

          "Discounted Value" means, with respect to the Called Principal of
     any  Note,  the amount obtained by discounting all Remaining Scheduled
     Payments  with respect to such Called Principal from their  respective
     scheduled due dates to the Settlement Date with respect to such Called
     Principal,  in accordance with accepted financial practice  and  at  a
     discount  factor (applied on the same periodic basis as that on  which
     interest on the Notes is payable) equal to the Reinvestment Yield with
     respect to such Called Principal.

           "Reinvestment Yield" means, with respect to the Called Principal
     of  any  Note,  0.50% plus the yield to maturity implied  by  (i)  the
     yields reported (offer side), as of 10:00 A.M. (New York City time) on
     the second Business Day preceding the Settlement Date with respect  to
     such Called Principal, on the display designated as "Page 500" on  the
     Telerate Access Service (or such other display as may replace Page 500
     on   Telerate  Access  Service)  for  actively  traded  U.S.  Treasury
     securities  having a maturity equal to the Remaining Average  Life  of
     such  Called  Principal as of such Settlement Date, or  (ii)  if  such
     yields are not reported as of such time or the yields reported  as  of
     such time are not ascertainable, the Treasury Constant Maturity Series
     Yields reported, for the latest day for which such yields have been so
     reported  as of the second Business Day preceding the Settlement  Date
     with  respect to such Called Principal, in Federal Reserve Statistical
     Release  H.15  (519)  (or  any comparable successor  publication)  for
     actively  traded  U.S. Treasury securities having a constant  maturity
     equal  to  the Remaining Average Life of such Called Principal  as  of
     such  Settlement Date.  Such implied yield in (i) and (ii) above  will
     be  determined,  if  necessary, by (a) converting U.S.  Treasury  bill
     quotations  to  bond-equivalent yields  in  accordance  with  accepted
     financial  practice  and (b) interpolating linearly  between  (1)  the
     actively  traded U.S. Treasury security with the maturity  closest  to
     and  greater  than  the Remaining Average Life and  (2)  the  actively
     traded  U.S. Treasury security with the maturity closest to  and  less
     than the Remaining Average Life.

           "Remaining  Average  Life"  means, with respect  to  any  Called
     Principal,  the number of years (calculated to the nearest one-twelfth
     year) obtained by dividing (i) such Called Principal into (ii) the sum
     of the products obtained by multiplying (a) the principal component of
     each Remaining Scheduled Payment with respect to such Called Principal
     by  (b)  the  number  of years (calculated to the nearest  one-twelfth
     year)  that  will elapse between the Settlement Date with  respect  to
     such  Called  Principal and the scheduled due date of  such  Remaining
     Scheduled Payment.

           "Remaining Scheduled Payments" means, with respect to the Called
     Principal  of  any  Note, all payments of such  Called  Principal  and
     interest  thereon  that would be due after the  Settlement  Date  with
     respect  to  such  Called  Principal if  no  payment  of  such  Called
     Principal were made prior to its scheduled due date, provided that  if
     such Settlement Date is not a date on which interest payments are  due
     to  be made under the terms of the Notes, then the amount of the  next
     succeeding scheduled interest payment will be reduced by the amount of
     interest  accrued to such Settlement Date and required to be  paid  on
     such Settlement Date pursuant to Section 8.2 or 12.1.

           "Settlement Date" means, with respect to the Called Principal of
     any  Note,  the date on which such Called Principal is to  be  prepaid
     pursuant to Section 8.2 or has become or is declared to be immediately
     due and payable pursuant to Section 12.1, as the context requires.

9.   AFFIRMATIVE COVENANTS.

           The  Company  covenants that so long as any  of  the  Notes  are
outstanding:

9.1  Compliance With Law.

           The  Company  shall and shall cause each of its Subsidiaries  to
comply  with  all laws, ordinances or governmental rules or regulations  to
which each of them is subject, including, without limitation, Environmental
Laws,  and  shall obtain and maintain in effect all licenses, certificates,
permits, franchises and other governmental authorizations necessary to  the
ownership  of  their  respective properties or  to  the  conduct  of  their
respective businesses, in each case to the extent necessary to ensure  that
non-compliance  with  such  laws,  ordinances  or  governmental  rules   or
regulations  or  failures to obtain or maintain in  effect  such  licenses,
certificates,  permits,  franchises and other  governmental  authorizations
could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.

9.2  Insurance.

           The  Company  shall and shall cause each of its Subsidiaries  to
maintain,  with  financially sound and reputable insurers,  insurance  with
respect  to  their  respective  properties  and  businesses  against   such
casualties  and  contingencies, of such types, on such terms  and  in  such
amounts   (including  deductibles,  co-insurance  and  self-insurance,   if
adequate  reserves are maintained with respect thereto) as is customary  in
the  case of entities of established reputations engaged in the same  or  a
similar business and similarly situated.

9.3  Maintenance of Properties.

           The  Company  shall and shall cause each of its Subsidiaries  to
maintain  and  keep, or cause to be maintained and kept,  their  respective
properties in good repair, working order and condition (other than ordinary
wear and tear), so that the business carried on in connection therewith may
be  properly conducted at all times, provided that this Section  shall  not
prevent the Company or any Subsidiary from discontinuing the operation  and
the  maintenance  of  any  of  its properties  if  such  discontinuance  is
desirable in the conduct of its business and the Company has concluded that
such discontinuance could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.

9.4  Payment of Taxes and Claims.

           The  Company  shall and shall cause each of its Subsidiaries  to
file  all tax returns required to be filed in any jurisdiction and  to  pay
and discharge all taxes shown to be due and payable on such returns and all
other  taxes, assessments, governmental charges, or levies imposed on  them
or  any  of  their properties, assets, income or franchises, to the  extent
such taxes and assessments have become due and payable and before they have
become delinquent and all claims for which sums have become due and payable
that have or might become a Lien on properties or assets of the Company  or
any  Subsidiary, provided that neither the Company nor any Subsidiary  need
pay  any  such tax or assessment or claims if (i) the amount, applicability
or  validity  thereof is contested by the Company or such Subsidiary  on  a
timely  basis in good faith and in appropriate proceedings, and the Company
or  a  Subsidiary has established adequate reserves therefor in  accordance
with  GAAP  on  the  books of the Company or such Subsidiary  or  (ii)  the
nonpayment  of  all such taxes and assessments in the aggregate  could  not
reasonably be expected to have a Material Adverse Effect.

9.5  Corporate Existence, etc.

           The  Company shall at all times preserve and keep in full  force
and effect its corporate existence.  Subject to Sections 10.7 and 10.8, the
Company  shall at all times preserve and keep in full force and effect  the
corporate  existence of each of its Subsidiaries (unless  merged  into  the
Company  or a Subsidiary) and all rights and franchises of the Company  and
its  Subsidiaries  unless, in the good faith judgment of the  Company,  the
termination  of  or failure to preserve and keep in full force  and  effect
such corporate existence, right or franchise could not, individually or  in
the aggregate, have a Material Adverse Effect.

9.6  Covenant To Secure Notes Equally.

           The Company covenants that, if it or any Subsidiary shall create
or assume any Lien upon any of its property or assets, whether now owned or
hereafter acquired, other than Liens permitted by the provisions of Section
10.5  and  10.6  hereof (unless prior written consent to  the  creation  or
assumption  thereof shall have been obtained pursuant to Section  17),  the
Company will make or cause to be made effective provision whereby the Notes
will  be  secured by such Lien equally and ratably with any and  all  other
Debt  thereby secured so long as any such other Debt shall be  so  secured.
This  Section  9.6 shall not be deemed a consent to any Lien or  Liens  not
otherwise permitted by Section 10.5 or Section 10.6.

9.7  Covenant Relating to Subsidiary Guarantees.

           Promptly after: (i) the formation or acquisition of any Material
Subsidiary  not listed on Schedule 4.11; (ii) the transfer of  assets  from
the Company or any Subsidiary to another Subsidiary and as a result thereof
the  recipient of such assets becomes a Material Subsidiary; or  (iii)  the
occurrence  of  any  other  event creating a new Material  Subsidiary,  the
Company  shall  cause  to  be executed and delivered  a  guarantee  of  the
obligations of the Company hereunder and under the Notes from such Material
Subsidiary  in substantially the form of Exhibit 4.11(a) and a Contribution
Agreement  from  such  Material Subsidiary in  substantially  the  form  of
Exhibit  4.11(b), together with related documents of the kind described  in
Section  5.4(c),  all in form and substance satisfactory  to  your  special
counsel.

9.8  Ownership of Subsidiary Guarantors.

           The  Company shall maintain its percentage of ownership existing
as  of  the  date  hereof  of all Material Subsidiaries  that  execute  the
Guarantee  referenced in Section 4.11, and shall not decrease its ownership
percentage  in each Material Subsidiary that executes a Guarantee  pursuant
to  Section 9.7 after the date hereof, as such ownership exists at the time
such Subsidiary so executes such Guarantee.

10.  NEGATIVE COVENANTS.

           The  Company  covenants that so long as any  of  the  Notes  are
outstanding:

10.1 Funded Debt.

           The  Company shall not, and shall not permit any Subsidiary  to,
directly  or  indirectly,  create, incur, assume, guarantee,  or  otherwise
become  directly  or  indirectly liable with respect  to  any  Funded  Debt
unless,  on  the  date the Company or such Subsidiary becomes  liable  with
respect  to such Debt and immediately after giving effect thereto  and  the
concurrent retirement of any other Debt, (i) no Default or Event of Default
exists and (ii) Consolidated Funded Debt outstanding at such time does  not
exceed 60% of Consolidated Total Capitalization at such time.  For purposes
of  this  Section  10.1, any Person becoming a Subsidiary  after  the  date
hereof  shall  be  deemed, at the time it becomes  a  Subsidiary,  to  have
incurred  all  of  its  then outstanding Debt, and  any  Person  extending,
renewing  or refunding any Debt shall be deemed to have incurred such  Debt
at the time of such extension, renewal or refunding.

10.2 Current Debt.

           Neither the Company nor any Subsidiary shall at any time have or
suffer  to exist Current Debt unless, during the preceding 365-day  period,
there  shall  be at least 45 consecutive days on each of which there  shall
have  been no Consolidated Current Debt outstanding in excess of the amount
of  additional  Funded Debt that the Company would have been  permitted  to
incur on each such day under Section 10.1.

10.3 Minimum Net Worth.

           The  Company shall not permit Consolidated Net Worth to be  less
than $170,000,000 at any time.

10.4 Restricted Payments.

          The Company shall not:

           (i)   pay  or declare any cash dividend on account  of  or  with
     respect  to  any Capital Stock or make any other cash distribution  on
     account of or with respect to any class of its Capital Stock; or

            (ii)  redeem,  purchase  or  otherwise  acquire,  directly   or
     indirectly, any shares of the Company's Capital Stock

(all  of the foregoing described in these subparagraphs (i) and (ii) hereof
being  herein called "Restricted Payments") unless (A) the aggregate amount
of all Restricted Payments made since January 26, 1996 would not exceed the
sum  of  (x) $40,000,000 plus (y) 60% of cumulative Consolidated Net Income
since  January  26, 1996 (less 100% of cumulative Consolidated  Net  Income
incurred for such period if such Consolidated Net Income for such period is
a loss) plus (z) the aggregate net cash proceeds of any issuance or sale of
the Company's Capital Stock (other than the PVF Stock Offering) and (B)  no
Default  or  Event of Default shall have occurred and be continuing,  or  a
Default  or  Event of Default would occur, as a result of  such  Restricted
Payment.

10.5 Liens.

           The  Company shall not, and shall not permit any Subsidiary  to,
create,  assume  or suffer to exist any Lien upon any of  its  property  or
assets, whether now owned or hereafter acquired except:

           (i)   Liens  existing on the Date of Closing  and  specified  on
     Schedule 10.5;

           (ii)  any Lien on property acquired, constructed or improved  by
     the  Company after the date hereof to secure or provide for all  or  a
     portion  of  the purchase price of such property or a portion  of  the
     indebtedness of such property provided (A) any such Lien shall  extend
     solely  to  the  item  or  items  of  such  property  so  acquired  or
     constructed and, if required by the terms of the instrument originally
     creating  such Lien, other property which is an improvement to  or  is
     acquired  for  specific  use  in  connection  with  such  acquired  or
     constructed property or which is real property being improved by  such
     acquired or constructed property, (B) the principal amount of the Debt
     secured  by any such Lien shall at no time exceed an amount  equal  to
     the  lesser of (1) the cost to the Company or such Subsidiary  of  the
     property  so acquired or constructed and (2) the Fair Market Value  of
     such property at the time of such acquisition or construction and  (C)
     any  such Lien shall be created contemporaneously with, or within  180
     days after, the acquisition or construction of such property;

          (iii)     Liens (A) for taxes (including and valorem and property
     taxes)  and assessments or governmental charges or levies not yet  due
     or  (B) for taxes due or (C) resulting from any judgment or award, and
     in  the  case  of clause (B) and (C), are being actively contested  in
     good  faith  by  appropriate proceedings and  with  respect  to  which
     adequate reserves are being maintained;

            (iv)   landlord   liens  and  statutory  liens   of   carriers,
     warehousemen, mechanics, material men and other liens imposed by  law,
     created in the ordinary course of business for amounts not yet due  or
     which are being contested in good faith by appropriate proceedings  or
     with  respect  to  which adequate reserves are being  maintained,  and
     which were not incurred in connection with the borrowing of money;

           (v)   Liens incurred or deposits made in the ordinary course  of
     business   in  connection  with  workers'  compensation,  unemployment
     insurance  and  other  types  of social  security  or  to  secure  the
     performance  of  tenders,  statutory obligations,  surety  and  appeal
     bonds,  bids, leases, government contracts, performance and return  of
     money bonds and similar obligations;

           (vi)  easements, rights-of-way, zoning and similar  restrictions
     and  other  similar charges or encumbrances not materially interfering
     with the ordinary conduct of the business of the Company or any of its
     Subsidiaries;

           (vii)      other Liens incidental to the conduct of its business
     or the ownership of its property and assets which were not incurred in
     connection  with  the  borrowing of money, and which  do  not  in  the
     aggregate  materially detract from the value of property or assets  of
     the Company and its Subsidiaries taken as a whole or materially impair
     the use of such property or assets in the operation of the business of
     the Company or any of its Subsidiaries;

           (viii)     Liens provided for in equipment leases that  are  not
     Capitalized  Lease  Obligations (including  financing  statements  and
     undertakings  to file financing statements); provided  that  they  are
     limited  to  the  equipment subject to such leases  and  the  proceeds
     thereof;

          (ix) leases, subleases, licenses and sublicenses granted to third
     parties  not interfering in any material respect with the business  of
     the Company or any of its Subsidiaries;

           (x)   any  lien  renewing,  extending,  or  refunding  any  Lien
     described in subparagraphs (i) through (ix) above, provided  that  the
     principal  amount secured is not increased and that such lien  is  not
     extended  to  other  property (other than  pursuant  to  its  original
     terms);

           (xi)  Liens on property or assets of a Subsidiary of the Company
     to  secure  obligations of such Subsidiary to the Company  or  another
     Wholly-Owned Subsidiary;

           (xii)      any  right  of set off or banker's lien  (whether  by
     common  law,  statute, contract or otherwise) in  favor  of  any  bank
     (other than Liens securing Debt); and

           (xiii)     Liens of any Subsidiary that arose prior to the  time
     that such Subsidiary became a Subsidiary of the Company, provided that
     (A)   any  such  Lien  was  not  incurred  in  anticipation  of   such
     acquisition,  (B)  the assets of such acquired Subsidiary  subject  to
     such  Lien shall only be those assets subject to such Lien at the time
     of  the  closing  of the acquisition of such Subsidiary  and  (C)  the
     principal  amount of Debt secured by such Lien shall  not  exceed  the
     amount  of Debt so secured by such Lien at the time of the closing  of
     the acquisition of such Subsidiary; and
     
           (xiv)     Liens securing Priority Debt described in clause  (ii)
     of  the  definition  of Priority Debt; provided, however,  that  after
     giving  effect to the Debt secured by such Liens, Priority Debt  shall
     not exceed 20% of Consolidated Net Worth at any time.

10.6 Priority Debt.

           The  Company will not at any time permit Priority Debt to exceed
20% of Consolidated Net Worth.

10.7 Merger or Consolidation.

           The  Company shall not, and shall not permit any Subsidiary  to,
merge consolidate or exchange shares with any other Person, except that:

           (i)   any Subsidiary may merge or consolidate with and into  the
     Company or with a Subsidiary that is a Wholly-Owned Subsidiary  or  if
     not  a Wholly-Owned Subsidiary in which the ownership interest of  the
     Company is not reduced or diluted in connection with or as a result of
     such merger or consolidation; and

           (ii)  the  Company  may  merge or  consolidate  with  any  other
     corporation so long as:
     
                (A)   the  surviving corporation shall be  the  Company  or
     another corporation organized under the laws of the United States or a
     State thereof or the District of Columbia;
     
                (B)   the surviving corporation (if not the Company)  shall
     assume  the  obligations  of  the Company  hereunder  pursuant  to  an
     agreement reasonably acceptable to the Required Holders;
     
                (C)   immediately  after giving effect to  such  merger  or
     consolidation, no Default or Event of Default shall have  occurred  or
     exist; and
     
                (D)   immediately  after giving effect to  such  merger  or
     consolidation, the Company (or the surviving corporation, if  not  the
     Company)  could incur at least $1 of Funded Debt under  Section  10.1;
     and
     
          (iii)     the Company and any Subsidiary or Affiliate may acquire
     any  other Person provided such acquisition does not otherwise  result
     in an Event of Default hereunder.

10.8 Sale of Assets.

           The  Company  will not, and will not permit any  Subsidiary  to,
Dispose  of  any  property  or assets (other than  marketable  securities),
except,  so  long  as  no Default or Event of Default shall  exist  and  be
continuing:

           (i)  any Subsidiary (the "Transferor Subsidiary") may Dispose of
     its  assets  to  the  Company or another Subsidiary  (the  "Transferee
     Subsidiary")  so  long  as, in the case of a  Disposition  to  another
     Subsidiary,  the ownership interest of the Company in  the  Transferee
     Subsidiary  is  at  least  equal to, or greater  than,  the  Company's
     ownership interest in the Transferor Subsidiary;

           (ii)  the Company or any Subsidiary may Dispose of any equipment
     that  it  in its good faith opinion determines to be obsolete, wornout
     or  no  longer useful in its business, as determined in good faith  by
     the Company;

           (iii)     the Company or any Subsidiary may Dispose of inventory
     in the ordinary course of business;

           (iv)  the Company or any Subsidiary may Dispose of any other  of
     its assets so long as immediately after giving effect to such proposed
     Disposition;

                (A)   the consideration for such assets represents the Fair
          Market Value of such assets at the time of such Disposition; and

               (B)  the cumulative net book value of all assets Disposed of
          by  the  Company  and its Subsidiaries during any  period  of  12
          consecutive  calendar months does not exceed 15% of  Consolidated
          Assets determined as of the most recently completed fiscal year.

For purposes of this Section 10.8:

           (1)   "Disposition"  means the sale, lease,  transfer  or  other
     disposition  of  property but shall not include any public  taking  or
     condemnation,  and  "Dispose  of"  and  "Disposed  of"  shall  have  a
     corresponding  meaning to Disposition.  The term  "Disposition"  shall
     not  include an exchange of assets, provided that the assets  involved
     in  such exchange are similar in function in that after giving  effect
     to  such  exchange there has not been (A) a Materially Adverse  Effect
     upon  the  Company  and its Subsidiaries taken as  a  whole,  (B)  any
     material  deterioration of cash flow generation from or in  connection
     with  such  assets, or (C) any material deterioration in  the  overall
     quality  of  plant,  property and equipment of  the  Company  and  its
     Subsidiaries taken as a whole.  An "exchange" shall be deemed to  have
     occurred  if  each  of  the  transactions  involved  shall  have  been
     consummated within a six month period.

           (2)   Calculation of net book value.  The net book value of  any
     assets shall be determined as of the respective date of Disposition of
     those assets.
     
10.9 Transactions With Related Party.

           The  Company shall not, and shall not permit any Subsidiary  to,
effect  or permit to exist any transaction with any Affiliate by which  any
asset  or  services of the Company or a Subsidiary is transferred  to  such
Affiliate, or enter into any other transaction with an Affiliate  on  terms
more  favorable than would be reasonably expected in a similar  transaction
with an unrelated entity.

10.10     Nature of Business.

           Neither  the  Company nor any Subsidiary  shall  engage  in  any
business, if as a result, when taken as a whole, the general nature of  the
business  then  engaged  in by the Company and its  Subsidiaries  would  be
substantially  changed from the nature of the business of the  Company  and
its Subsidiaries on the date hereof.

11.  EVENTS OF DEFAULT.

           An  "Event  of  Default" shall exist if  any  of  the  following
conditions or events shall occur and be continuing:

          (a)  the Company defaults in the payment of any principal or Make-
     Whole  Amount,  if  any, on any Note when the  same  becomes  due  and
     payable, whether at maturity or at a date fixed for prepayment  or  by
     declaration or otherwise; or

           (b)  the Company defaults in the payment of any interest on  any
     Note  for more than five Business Days after the same becomes due  and
     payable; or

           (c)   the  Company defaults in the performance of or  compliance
     with  any  term  contained in Sections 10.1, 10.2, 10.3,  10.4,  10.5,
     10.6, 10.7, 10.8 or 10.9; or

           (d)   the  Company defaults in the performance of or  compliance
     with  any  term  contained herein (other than  those  referred  to  in
     paragraphs  (a), (b) and (c) of this Section 11) and such  default  is
     not  remedied  within 30 days after the earlier of (i)  a  Responsible
     Officer  obtaining  actual  knowledge of such  default  and  (ii)  the
     Company receiving written notice of such default from any holder of  a
     Note  (any  such  written  notice to be identified  as  a  "notice  of
     default"  and  to  refer  specifically  to  this  paragraph   (d)   of
     Section 11); or

           (e)   any  representation or warranty made in writing by  or  on
     behalf  of  the  Company  or by any officer of  the  Company  in  this
     Agreement  or  in  any  writing  furnished  in  connection  with   the
     transactions  contemplated  hereby  proves  to  have  been  false   or
     incorrect in any material respect on the date as of which made; or

           (f)   (i)  the  Company  or any Subsidiary  is  in  default  (as
     principal  or  as  guarantor or other surety) in the  payment  of  any
     principal of or premium or make-whole amount or interest on  any  Debt
     that  is  outstanding in an aggregate principal  amount  of  at  least
     $5,000,000  beyond any period of grace provided with respect  thereto,
     or (ii) the Company or any Subsidiary is in default in the performance
     of  or  compliance with any term of any evidence of  any  Debt  in  an
     aggregate  outstanding principal amount of at least $5,000,000  or  of
     any  mortgage,  indenture or other agreement relating thereto  or  any
     other  condition  exists,  and as a consequence  of  such  default  or
     condition such Debt has become, or has been declared (or one  or  more
     Persons  are  entitled to declare such Debt to be),  due  and  payable
     before its stated maturity or before its regularly scheduled dates  of
     payment,  or  (iii) as a consequence of the occurrence or continuation
     of any event or condition (other than the passage of time or the right
     of the holder of Debt to convert such Debt into equity interests), (x)
     the  Company  or  any Subsidiary has become obligated to  purchase  or
     repay  Debt  before  its  regular maturity  or  before  its  regularly
     scheduled  dates  of  payment  in an aggregate  outstanding  principal
     amount  of  at least $5,000,000, or (y) one or more Persons  have  the
     right to require the Company or any Subsidiary so to purchase or repay
     such Debt; or

           (g)   the Company or any Subsidiary (i) is generally not paying,
     or  admits  in writing its inability to pay, its debts as they  become
     due,  (ii)  files, or consents by answer or otherwise  to  the  filing
     against  it of, a petition for relief or reorganization or arrangement
     or  any  other  petition  in bankruptcy, for liquidation  or  to  take
     advantage of any bankruptcy, insolvency, reorganization, moratorium or
     other  similar law of any jurisdiction, (iii) makes an assignment  for
     the  benefit of its creditors, (iv) consents to the appointment  of  a
     custodian, receiver, trustee or other officer with similar powers with
     respect to it or with respect to any substantial part of its property,
     (v)  is  adjudicated as insolvent or to be liquidated, or  (vi)  takes
     corporate action for the purpose of any of the foregoing; or

           (h)  a court or governmental authority of competent jurisdiction
     enters  an order appointing, without consent by the Company or any  of
     its Subsidiaries, a custodian, receiver, trustee or other officer with
     similar  powers with respect to it or with respect to any  substantial
     part of its property, or constituting an order for relief or approving
     a  petition  for  relief or reorganization or any  other  petition  in
     bankruptcy  or for liquidation or to take advantage of any  bankruptcy
     or  insolvency  law of any jurisdiction, or ordering the  dissolution,
     winding-up  or  liquidation of the Company or any of its Subsidiaries,
     or  any such petition shall be filed against the Company or any of its
     Subsidiaries and such petition shall not be dismissed within 60  days;
     or

           (i)   a  final  judgment or judgments for the payment  of  money
     aggregating in excess of $5,000,000 are rendered against one  or  more
     of  the  Company  and  its Subsidiaries and which judgments  are  not,
     within  60  days  after  entry thereof, bonded, discharged  or  stayed
     pending  appeal,  or  are  not discharged within  60  days  after  the
     expiration of such stay; or

           (j)   if  (i) any Plan shall fail to satisfy the minimum funding
     standards of ERISA or the Code for any plan year or part thereof or  a
     waiver  of  such standards or extension of any amortization period  is
     sought  or  granted under section 412 of the Code, (ii)  a  notice  of
     intent to terminate any Plan shall have been or is reasonably expected
     to  be  filed  with  the  PBGC  or  the  PBGC  shall  have  instituted
     proceedings under ERISA section 4042 to terminate or appoint a trustee
     to  administer any Plan or the PBGC shall have notified the Company or
     any  ERISA  Affiliate  that a Plan may become a subject  of  any  such
     proceedings,  (iii)  the  Company or any ERISA  Affiliate  shall  have
     incurred or is reasonably expected to incur any liability pursuant  to
     Title I or IV of ERISA or the penalty or excise tax provisions of  the
     Code relating to employee benefit plans, (iv) the Company or any ERISA
     Affiliate  withdraws from any Multiemployer Plan, (v) the  Company  or
     any Subsidiary establishes or amends any employee welfare benefit plan
     that  provides post-employment welfare benefits in a manner that would
     increase the liability of the Company or any Subsidiary thereunder, or
     (vi)  the  aggregate "amount of unfunded benefit liabilities"  (within
     the  meaning  of  section  4001(a)(18)  of  ERISA)  under  all  Plans,
     determined  in accordance with Title IV of ERISA, shall  at  any  time
     exceed  $5,000,000; and any such event or events described in  clauses
     (i)  through (v) above, either individually or together with any other
     such  event or events, could reasonably be expected to have a Material
     Adverse Effect.

As  used  in Section 11(j), the terms "employee benefit plan" and "employee
welfare  benefit plan" shall have the respective meanings assigned to  such
terms in Section 3 of ERISA.

12.  REMEDIES ON DEFAULT, ETC.

12.1 Acceleration.

          (a)  If an Event of Default with respect to the Company described
in  paragraph  (g)  or (h) of Section 11 (other than an  Event  of  Default
described  in  clause (i) of paragraph (g) or described in clause  (vi)  of
paragraph (g) by virtue of the fact that such clause encompasses clause (i)
of  paragraph  (g))  has  occurred, all the Notes  then  outstanding  shall
automatically become immediately due and payable.

           (b)   If  any  other  Event  of  Default  has  occurred  and  is
continuing, any holder or holders of more than 51% in principal  amount  of
the  Notes at the time outstanding may at any time at its or their  option,
by notice or notices to the Company, declare all the Notes then outstanding
to be immediately due and payable.

          (c)  If any Event of Default described in paragraph (a) or (b) of
Section  11 has occurred and is continuing, any holder or holders of  Notes
at  the time outstanding affected by such Event of Default may at any time,
at  its  or their option, by notice or notices to the Company, declare  all
the Notes held by it or them to be immediately due and payable.

           Upon any Notes becoming due and payable under this Section 12.1,
whether  automatically or by declaration, such Notes will forthwith  mature
and  the entire unpaid principal amount of such Notes, plus (x) all accrued
and  unpaid  interest thereon and (y) the Make-Whole Amount  determined  in
respect  of  such  principal  amount  (to  the  full  extent  permitted  by
applicable  law),  shall all be immediately due and payable,  in  each  and
every  case without presentment, demand, protest or further notice, all  of
which  are hereby waived.  The Company acknowledges, and the parties hereto
agree,  that each holder of a Note has the right to maintain its investment
in  the  Notes  free  from  repayment by  the  Company  (except  as  herein
specifically provided for) and that the provision for payment  of  a  Make-
Whole Amount by the Company in the event that the Notes are prepaid or  are
accelerated  as  a  result of an Event of Default, is intended  to  provide
compensation for the deprivation of such right under such circumstances.

12.2 Other Remedies.

           If  any  Default  or  Event  of  Default  has  occurred  and  is
continuing, and irrespective of whether any Notes have become or have  been
declared immediately due and payable under Section 12.1, the holder of  any
Note  at the time outstanding may proceed to protect and enforce the rights
of  such  holder  by an action at law, suit in equity or other  appropriate
proceeding, whether for the specific performance of any agreement contained
herein  or in any Note, or for an injunction against a violation of any  of
the terms hereof or thereof, or in aid of the exercise of any power granted
hereby or thereby or by law or otherwise.

12.3 Rescission.

           At  any  time after any Notes have been declared due and payable
pursuant to clause (b) or (c) of Section 12.1, the holders of not less than
51% in principal amount of the Notes then outstanding, by written notice to
the   Company,  may  rescind  and  annul  any  such  declaration  and   its
consequences if (a) the Company has paid all overdue interest on the Notes,
all  principal of and Make-Whole Amount, if any, on any Notes that are  due
and  payable  and are unpaid other than by reason of such declaration,  and
all  interest on such overdue principal and Make-Whole Amount, if any,  and
(to the extent permitted by applicable law) any overdue interest in respect
of  the Notes, at the Default Rate, (b) all Events of Default and Defaults,
other than non-payment of amounts that have become due solely by reason  of
such  declaration,  have  been  cured  or  have  been  waived  pursuant  to
Section  17, and (c) no judgment or decree has been entered for the payment
of  any  monies  due  pursuant hereto or to the Notes.  No  rescission  and
annulment  under this Section 12.3 will extend to or affect any  subsequent
Event of Default or Default or impair any right consequent thereon.

12.4 No Waivers or Election of Remedies, Expenses, etc.

           No  course of dealing and no delay on the part of any holder  of
any Note in exercising any right, power or remedy shall operate as a waiver
thereof  or  otherwise prejudice such holder's rights, powers or  remedies.
No  right, power or remedy conferred by this Agreement or by any Note  upon
any  holder thereof shall be exclusive of any other right, power or  remedy
referred  to  herein or therein or now or hereafter available  at  law,  in
equity, by statute or otherwise.  Without limiting the obligations  of  the
Company  under Section 15, the Company will pay to the holder of each  Note
on  demand  such  further  amount  as shall  be  sufficient  to  cover  all
reasonable costs and expenses of such holder incurred in any enforcement or
collection under this Section 12, including, without limitation, reasonable
attorneys' fees, expenses and disbursements.

13.  REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1 Registration of Notes.

           The  Company  shall  keep at its principal  executive  office  a
register for the registration and registration of transfers of Notes.   The
name and address of each holder of one or more Notes, each transfer thereof
and  the name and address of each transferee of one or more Notes shall  be
registered in such register.  Prior to due presentment for registration  of
transfer,  the Person in whose name any Note shall be registered  shall  be
deemed and treated as the owner and holder thereof for all purposes hereof,
and  the  Company shall not be affected by any notice or knowledge  to  the
contrary.   The  Company shall give to any holder of  a  Note  that  is  an
Institutional  Investor  promptly upon request  therefor,  a  complete  and
correct copy of the names and addresses of all registered holders of Notes.

13.2 Transfer and Exchange of Notes.

           Upon surrender of any Note at the principal executive office  of
the Company for registration of transfer or exchange (and in the case of  a
surrender for registration of transfer, duly endorsed or accompanied  by  a
written  instrument of transfer duly executed by the registered  holder  of
such Note or his attorney duly authorized in writing and accompanied by the
address  for notices of each transferee of such Note or part thereof),  the
Company  shall  execute and deliver, at the Company's  expense  (except  as
provided below), one or more new Notes (as requested by the holder thereof)
in  exchange therefor, in an aggregate principal amount equal to the unpaid
principal  amount  of the surrendered Note.  Each such new  Note  shall  be
payable   to  such  Person  as  such  holder  may  request  and  shall   be
substantially in the form of Exhibit 1.  Each such new Note shall be  dated
and  bear interest from the date to which interest shall have been paid  on
the  surrendered  Note  or dated the date of the  surrendered  Note  if  no
interest shall have been paid thereon.  The Company may require payment  of
a  sum sufficient to cover any stamp tax or governmental charge imposed  in
respect  of any such transfer of Notes.  Notes shall not be transferred  in
denominations of less than $500,000, provided that if necessary  to  enable
the  registration of transfer by a holder of its entire holding  of  Notes,
one  Note  may be in a denomination of less than $500,000.  Any transferee,
by  its  acceptance of a Note registered in its name (or the  name  of  its
nominee),  shall  be deemed to have made the representation  set  forth  in
Sections  6.1  and  6.2.  Transfers hereunder shall only  be  made  by  the
Company to the extent such transfers are permitted by applicable law.

13.3 Replacement of Notes.

           Upon  receipt by the Company of evidence reasonably satisfactory
to it of the ownership of and the loss, theft, destruction or mutilation of
any  Note  (which  evidence  shall be, in  the  case  of  an  Institutional
Investor,  notice  from such Institutional Investor of such  ownership  and
such loss, theft, destruction or mutilation), and

           (a)   in  the  case of loss, theft or destruction, of  indemnity
     reasonably  satisfactory to it (provided that if the  holder  of  such
     Note  is, or is a nominee for, an original Purchaser or another holder
     of  a  Note  with  a minimum net worth of at least $100,000,000,  such
     Person's  own unsecured agreement of indemnity shall be deemed  to  be
     satisfactory), or

           (b)   in the case of mutilation, upon surrender and cancellation
     thereof, the Company at its own expense shall execute and deliver,  in
     lieu thereof, a new Note, dated and bearing interest from the date  to
     which interest shall have been paid on such lost, stolen, destroyed or
     mutilated  Note or dated the date of such lost, stolen,  destroyed  or
     mutilated Note if no interest shall have been paid thereon.

14.  PAYMENTS ON NOTES.

14.1 Place of Payment.

           Subject  to  Section  14.2, payments  of  principal,  Make-Whole
Amount, if any, and interest becoming due and payable on the Notes shall be
made  in New York, New York, at the principal office of The Chase Manhattan
Bank, N.A. in such jurisdiction.  The Company may at any time, by notice to
each holder of a Note, change the place of payment of the Notes so long  as
such  place of payment shall be either the principal office of the  Company
in  such jurisdiction or the principal office of a bank or trust company in
such jurisdiction.

14.2 Home Office Payment.

           So  long as you or your nominee shall be the holder of any Note,
and  notwithstanding anything contained in Section 14.1 or in such Note  to
the  contrary, the Company will pay all sums becoming due on such Note  for
principal, Make-Whole Amount, if any, and interest by the method and at the
address  specified for such purpose below your name in Schedule  A,  or  by
such  other method or at such other address as you shall have from time  to
time  specified  to  the Company in writing for such purpose,  without  the
presentation  or  surrender  of such Note or the  making  of  any  notation
thereon,  except that upon written request of the Company made concurrently
with  or  reasonably promptly after payment or prepayment in  full  of  any
Note,  you shall surrender such Note for cancellation, reasonably  promptly
after any such request, to the Company at its principal executive office or
at the place of payment most recently designated by the Company pursuant to
Section  14.1.  Prior to any sale or other disposition of any Note held  by
you  or your nominee you will, at your election, either endorse thereon the
amount  of  principal paid thereon and the last date to which interest  has
been  paid thereon or surrender such Note to the Company in exchange for  a
new  Note  or Notes pursuant to Section 13.2.  The Company will afford  the
benefits  of  this Section 14.2 to any Institutional Investor that  is  the
direct  or  indirect transferee of any Note purchased  by  you  under  this
Agreement and that has made the same agreement relating to such Note as you
have made in this Section 14.2.

15.  EXPENSES, ETC.

15.1 Transaction Expenses.

            Whether  or  not  the  transactions  contemplated  hereby   are
consummated,  the  Company  will  pay all  reasonable  costs  and  expenses
(including  reasonable  attorneys'  fees  of  a  special  counsel  and,  if
reasonably required, local or other counsel) incurred by you and each Other
Purchaser or holder of a Note in connection with such transactions  and  in
connection with any amendments, waivers or consents under or in respect  of
this  Agreement  or  the Notes (whether or not such  amendment,  waiver  or
consent   becomes  effective),  including,  without  limitation:  (a)   the
reasonable  costs  and  expenses incurred in  enforcing  or  defending  (or
determining  whether  or how to enforce or defend) any  rights  under  this
Agreement  or  the Notes or in responding to any subpoena  or  other  legal
process  or  informal investigative demand issued in connection  with  this
Agreement or the Notes, or by reason of being a holder of any Note, and (b)
the  reasonable  costs  and expenses, including financial  advisors'  fees,
incurred in connection with the insolvency or bankruptcy of the Company  or
any  Subsidiary or in connection with any work-out or restructuring of  the
transactions contemplated hereby and by the Notes.  The Company  will  pay,
and will save you and each other holder of a Note harmless from, all claims
in  respect  of any fees, costs or expenses if any, of brokers and  finders
(other than those retained by you).

15.2 Survival.

           The  obligations of the Company under Section 15.1 shall survive
the payment or transfer permitted pursuant to Section 13.2 of any Note, the
enforcement, amendment or waiver of any provision of this Agreement or  the
Notes, and the termination of this Agreement.

16.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

          All representations and warranties contained herein shall survive
the execution and delivery of this Agreement and the Notes, the purchase or
transfer by you of any Note or portion thereof or interest therein and  the
payment of any Note, and may be relied upon by any subsequent holder  of  a
Note,  regardless of any investigation made at any time by or on behalf  of
you  or  any  other  holder  of a Note.  All statements  contained  in  any
certificate  or other instrument delivered by or on behalf of  the  Company
pursuant  to this Agreement  shall be deemed representations and warranties
of  the  Company under this Agreement.  Subject to the preceding  sentence,
this  Agreement and the Notes embody the entire agreement and understanding
between  you  and  the  Company  and supersede  all  prior  agreements  and
understandings relating to the subject matter hereof.

17.  AMENDMENT AND WAIVER.

17.1 Requirements.

           This  Agreement and the Notes may be amended, and the observance
of  any term hereof or of the Notes may be waived (either retroactively  or
prospectively), with (and only with) the written consent of the Company and
the  Required Holders, except that (a) no amendment or waiver of any of the
provisions  of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any  defined  term
(as it is used therein), will be effective as to you unless consented to by
you  in  writing,  and  (b) no such amendment or waiver  may,  without  the
written consent of the holder of each Note at the time outstanding affected
thereby,  (i)  subject  to  the  provisions  of  Section  12  relating   to
acceleration or rescission, change the amount or time of any prepayment  or
payment  of principal of, or reduce the rate or change the time of  payment
or  method of computation of interest or of the Make-Whole Amount  on,  the
Notes, (ii) change the percentage of the principal amount of the Notes  the
holders  of which are required to consent to any such amendment or  waiver,
or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

17.2 Solicitation of Holders of Notes.

           (a)  Solicitation.  The Company will provide each holder of  the
Notes  (irrespective  of  the  amount of  Notes  then  owned  by  it)  with
sufficient information, sufficiently far in advance of the date a  decision
is  required,  to  enable  such holder to make an informed  and  considered
decision  with  respect to any proposed amendment,  waiver  or  consent  in
respect of any of the provisions hereof or of the Notes.  The Company  will
deliver  executed or true and correct copies of each amendment,  waiver  or
consent  effected  pursuant to the provisions of this Section  17  to  each
holder  of  outstanding Notes promptly following the date on  which  it  is
executed  and  delivered by, or receives the consent or  approval  of,  the
requisite holders of Notes.

          (b)  Payment.  The Company will not directly or indirectly pay or
cause  to  be  paid  any remuneration, whether by way  of  supplemental  or
additional interest, fee or otherwise, or grant any security, to any holder
of  Notes as consideration for or as an inducement to the entering into  by
any  holder  of  Notes or any waiver or amendment of any of the  terms  and
provisions  hereof  unless  such  remuneration  is  concurrently  paid,  or
security is concurrently granted, on the same terms, ratably to each holder
of  Notes  then  outstanding even if such holder did not  consent  to  such
waiver or amendment.

17.3 Binding Effect, etc.

           Any  amendment  or  waiver consented  to  as  provided  in  this
Section 17 applies equally to all holders of Notes and is binding upon them
and upon each future holder of any Note and upon the Company without regard
to  whether such Note has been marked to indicate such amendment or waiver.
No  such  amendment  or  waiver will extend to or  affect  any  obligation,
covenant,  agreement, Default or Event of Default not expressly amended  or
waived  or  impair  any  right consequent thereon.  No  course  of  dealing
between  the Company and the holder of any Note nor any delay in exercising
any  rights  hereunder or under any Note shall operate as a waiver  of  any
rights  of  any  holder  of  such Note.  As used  herein,  the  term  "this
Agreement" and references thereto shall mean this Agreement as it may  from
time to time be amended or supplemented.

17.4 Notes Held by Company, etc.

           Solely for the purpose of determining whether the holders of the
requisite  percentage  of  the aggregate principal  amount  of  Notes  then
outstanding approved or consented to any amendment, waiver or consent to be
given under this Agreement or the Notes, or have directed the taking of any
action  provided herein or in the Notes to be taken upon the  direction  of
the holders of a specified percentage of the aggregate principal amount  of
Notes  then outstanding, Notes directly or indirectly owned by the  Company
or any of its Affiliates shall be deemed not to be outstanding.

18.  NOTICES.

          All notices and communications provided for hereunder shall be in
writing  and  sent (a) by telecopy if the sender on the same  day  sends  a
confirming  copy of such notice by a recognized overnight delivery  service
(charges  prepaid),  or  (b) by registered or certified  mail  with  return
receipt  requested  (postage prepaid), or (c)  by  a  recognized  overnight
delivery service (with charges prepaid).  Any such notice must be sent:

           (i)   if  to  you or your nominee, to you or it at  the  address
     specified  for  such communications in Schedule A, or  at  such  other
     address as you or it shall have specified to the Company in writing,

           (ii) if to any other holder of any Note, to such holder at  such
     address  as  such other holder shall have specified to the Company  in
     writing, or

           (iii)      if to the Company, to the Company at its address  set
     forth  at  the  beginning hereof to the attention of J. Stephen  Zepf,
     Treasurer and Chief Financial Officer of the Company, or at such other
     address as the Company shall have specified to the holder of each Note
     in writing.

Notices  under  this  Section 18 will be deemed given  only  when  actually
received.

19.  REPRODUCTION OF DOCUMENTS.

           This  Agreement  and all documents relating thereto,  including,
without  limitation,  (a)  consents, waivers  and  modifications  that  may
hereafter be executed, (b) documents received by you at the Closing (except
the Notes themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to you, may be reproduced  by
you  by  any  photographic,  photostatic, microfilm,  microcard,  miniature
photographic  or  other similar process and you may  destroy  any  original
document  so  reproduced.  The Company agrees and stipulates that,  to  the
extent  permitted  by  applicable  law,  any  such  reproduction  shall  be
admissible  in  evidence  as  the  original  itself  in  any  judicial   or
administrative proceeding (whether or not the original is in existence  and
whether  or not such reproduction was made by you in the regular course  of
business)  and any enlargement, facsimile or further reproduction  of  such
reproduction  shall likewise be admissible in evidence.   This  Section  19
shall not prohibit the Company or any other holder of Notes from contesting
any  such  reproduction  to  the same extent  that  it  could  contest  the
original, or from introducing evidence to demonstrate the inaccuracy of any
such reproduction.

20.  CONFIDENTIAL INFORMATION.

           For  the purposes of this Section 20, "Confidential Information"
means  information delivered to you by or on behalf of the Company  or  any
Subsidiary in connection with the transactions contemplated by or otherwise
pursuant  to  this  Agreement that is proprietary in nature  and  that  was
clearly  marked or labeled or otherwise adequately identified when received
by you as being confidential information of the Company or such Subsidiary,
provided  that such term does not include information that (a) was publicly
known  or  otherwise  known to you prior to the time  of  such  disclosure,
(b)  subsequently becomes publicly known through no act or omission by  you
or  any  person acting on your behalf, (c) otherwise becomes known  to  you
other  than  through  disclosure by the Company or any  Subsidiary  or  (d)
constitutes  financial statements delivered to you under Section  7.1  that
are otherwise publicly available.  You will maintain the confidentiality of
such Confidential Information in accordance with procedures adopted by  you
in  good  faith  to  protect  confidential  information  of  third  parties
delivered  to  you, provided that you may deliver or disclose  Confidential
Information  to (i) your directors, officers, employees, agents,  attorneys
and  affiliates  (to the extent such disclosure reasonably relates  to  the
administration  of  the investment represented by your  Notes),  (ii)  your
financial  advisors  and  other professional advisors  who  agree  to  hold
confidential the Confidential Information substantially in accordance  with
the  terms of this Section 20, (iii) any other holder of any Note, (iv) any
Institutional Investor to which you sell or offer to sell such Note or  any
part  thereof  or any participation therein (if such Person has  agreed  in
writing  prior to its receipt of such Confidential Information to be  bound
by  the provisions of this Section 20), (v) any Person from which you offer
to  purchase  any  security of the Company (if such Person  has  agreed  in
writing  prior to its receipt of such Confidential Information to be  bound
by the provisions of this Section 20), (vi) any federal or state regulatory
authority  having jurisdiction over you, (vii) the National Association  of
Insurance  Commissioners  or any similar organization,  or  any  nationally
recognized  rating  agency that requires access to information  about  your
investment  portfolio or (viii) any other Person to which such delivery  or
disclosure  may  be necessary or appropriate (w) to effect compliance  with
any  law,  rule, regulation or order applicable to you, (x) in response  to
any  subpoena or other legal process, (y) in connection with any litigation
to  which you are a party or (z) if an Event of Default has occurred and is
continuing,  to the extent you may reasonably determine such  delivery  and
disclosure  to be necessary or appropriate in the enforcement  or  for  the
protection  of the rights and remedies under your Notes and this Agreement.
Each  holder of a Note, by its acceptance of a Note, will be deemed to have
agreed to be bound by and to be entitled to the benefits of this Section 20
as  though it were a party to this Agreement.  On reasonable request by the
Company  in  connection  with the delivery to  any  holder  of  a  Note  of
information required to be delivered to such holder under this Agreement or
requested  by  such holder (other than a holder that is  a  party  to  this
Agreement  or  its nominee), such holder will enter into an agreement  with
the Company embodying the provisions of this Section 20.

21.  SUBSTITUTION OF PURCHASER.

          You shall have the right to substitute any one of your Affiliates
or  Subsidiaries (a "Permitted Purchaser") as the purchaser  of  the  Notes
that  you  have  agreed  to purchase hereunder, by written  notice  to  the
Company,  which  notice  shall be signed by both  you  and  such  Permitted
Purchaser, shall contain such Permitted Purchaser's agreement to  be  bound
by  this  Agreement  and  shall contain a confirmation  by  such  Permitted
Purchaser  of  the  accuracy with respect to it of the representations  set
forth  in Section 6.  Upon receipt of such notice, wherever the word  "you"
is  used in this Agreement (other than in this Section 21), such word shall
be  deemed  to refer to such Permitted Purchaser in lieu of  you.   In  the
event  that  such  Permitted  Purchaser is so substituted  as  a  purchaser
hereunder and such Permitted Purchaser thereafter transfers to you  all  of
the  Notes  then  held  by such Permitted Purchaser, upon  receipt  by  the
Company of notice of such transfer, wherever the word "you" is used in this
Agreement  (other than in this Section 21), such word shall  no  longer  be
deemed  to refer to such Permitted Purchaser, but shall refer to  you,  and
you shall have all the rights of an original holder of the Notes under this
Agreement.

22.  MISCELLANEOUS.

22.1 Successors and Assigns.

          All covenants and other agreements contained in this Agreement by
or  on behalf of any of the parties hereto bind and inure to the benefit of
their respective successors and assigns (including, without limitation, any
subsequent holder of a Note) whether so expressed or not.

22.2 Payments Due on Non-Business Days.

           Anything  in  this  Agreement  or  the  Notes  to  the  contrary
notwithstanding,  any  payment of principal  of  or  Make-Whole  Amount  or
interest on any Note that is due on a date other than a Business Day  shall
be  made  on  the  next  succeeding  Business  Day  without  including  the
additional days elapsed in the computation of the interest payable on  such
next succeeding Business Day.

22.3 Severability.

            Any   provision  of  this  Agreement  that  is  prohibited   or
unenforceable  in  any  jurisdiction shall, as  to  such  jurisdiction,  be
ineffective  to the extent of such prohibition or unenforceability  without
invalidating  the remaining provisions hereof, and any such prohibition  or
unenforceability in any jurisdiction shall (to the full extent permitted by
law)  not  invalidate or render unenforceable such provision in  any  other
jurisdiction.

22.4 Construction.

          Each covenant contained herein shall be construed (absent express
provision  to  the  contrary) as being independent of each  other  covenant
contained  herein,  so  that compliance with any  one  covenant  shall  not
(absent  such an express contrary provision) be deemed to excuse compliance
with any other covenant.  Where any provision herein refers to action to be
taken  by any Person, or which such Person is prohibited from taking,  such
provision  shall  be applicable whether such action is  taken  directly  or
indirectly by such Person.

22.5 Counterparts.

           This  Agreement  may be executed in any number of  counterparts,
each  of  which  shall  be  an original but all  of  which  together  shall
constitute  one instrument.  Each counterpart may consist of  a  number  of
copies hereof, each signed by less than all, but together signed by all, of
the parties hereto.

22.6 Governing Law.

           This  Agreement  shall be construed and enforced  in  accordance
with,  and the rights of the parties shall be governed by, the laws of  the
State  of  New York excluding choice-of-law principles of the law  of  such
State  that  would  require the application of the laws of  a  jurisdiction
other than such State.

                                     
                      [Signatures on Following Pages]
           If you are in agreement with the foregoing, please sign the form
of  agreement on the accompanying counterpart of this Agreement and  return
it to the Company, whereupon the foregoing shall become a binding agreement
between you and the Company.

                              Very truly yours,

                              HUGHES SUPPLY, INC.


                              By:   
                                    J. Stephen Zepf
                                    Treasurer and Chief Financial Officer
The foregoing is hereby
agreed to as of the
date hereof.

METROPOLITAN LIFE INSURANCE
  COMPANY



By:  
     Title:


CM LIFE INSURANCE COMPANY



By:
     Title:


MASSACHUSETTS MUTUAL LIFE
  INSURANCE COMPANY



By:
     Title:


      [Signature Page to Hughes Supply, Inc. Note Purchase Agreement]



AMERICAN GENERAL LIFE INSURANCE
   COMPANY OF NEW YORK
AMERICAN GENERAL LIFE AND ACCIDENT
   INSURANCE COMPANY
INDEPENDENT LIFE AND ACCIDENT
   INSURANCE COMPANY
THE VARIABLE ANNUITY LIFE
   INSURANCE COMPANY



By:
      Title:



                   SCHEDULE A TO NOTE PURCHASE AGREEMENT
                                     
                    Information Relating To Purchasers


                                             Principal Amount of
Name and Address of Purchaser                Notes to be Purchased

METROPOLITAN LIFE INSURANCE COMPANY             $40,000,000

(1)  All payments by wire transfer of immediately
     available funds to:

     The Chase Manhattan Bank, N.A.
     33 East 23rd Street
     New York, NY 10010
     ABA No. 021000021
     Account No. 002-2-410591

     with sufficient information to identify the source
     and application of such funds (including the PPN
     of the Notes)

(2)  All notices of payments and written confirmation
     of such wire transfer:

     Metropolitan Life Insurance Company
     One Madison Avenue
     New York, NY 10010
     Attention:  Private Placement Unit

     with a copy to:

     Metropolitan Life Insurance Company
     334 Madison Avenue
     Convent Station, NJ 07936
     Attention:  Private Placement Unit
     Telephone: (201) 254-3222

(3)  All other communications:

     Metropolitan Life Insurance Company
     334 Madison Avenue
     Convent Station, NJ 07936
     Attention:  Private Placement Unit
     Telephone: (201) 254-3222

     Tax Identification Number:  13-5581829

                                             Principal Amount of
Name and Address of Purchaser                Notes to be Purchased

CM LIFE INSURANCE COMPANY                       $1,000,000
c/o MASSACHUSETTS MUTUAL LIFE
  INSURANCE COMPANY

(1)  All payments by wire transfer of immediately
     available funds to:

     Citibank, N.A.
     111 Wall Street
     New York, New York 10043
     ABA No. 021000089
     For Segment 43- Universal Life
     Account No. 4068-6561
     Re:  Description of security, principal and interest split

     With telephone advice of payment to the
     Securities Custody and Collection Department
     of Massachusetts Mutual Life Insurance Company
     at (413) 744-3878

(2)  All notices of payments and written confirmations
     of such wire transfers:

     Massachusetts Mutual Life Insurance Company
     Securities Custody and Collection Department, F 381
     1295 State Street
     Springfield, Massachusetts 01111
     Attn:  Securities Investment Division

(3)  All other communications:

     Massachusetts Mutual Life Insurance Company
     1295 State Street
     Springfield, Massachusetts 01111
     Attn:  Securities Investment Division

     Tax Identification No. 06-1041383

                                             Principal Amount of
Name and Address of Purchaser                Notes to be Purchased

MASSACHUSETTS MUTUAL LIFE                       $23,000,000
  INSURANCE COMPANY

(1)  All payments by wire transfer of immediately
     available funds to:

     Citibank, N.A.
     111 Wall Street
     New York, New York 10043
     ABA No.  021000089
     For MassMutual Long Term Pool
     Account No. 4067-3488
     Re:  Description of security, principal and interest split

     With telephone advice of payment to the
     Securities Custody and Collection Department
     of Massachusetts Mutual Life Insurance Company
     at (413) 744-3878

(2)  All notices of payments and written confirmations
     of such wire transfers:

     Massachusetts Mutual Life Insurance Company
     Securities Custody and Collection Department, F 381
     1295 State Street
     Springfield, Massachusetts 01111
     Attn:  Securities Investment Division

(3)  All other communications:

     Massachusetts Mutual Life Insurance Company
     1295 State Street
     Springfield, Massachusetts 01111
     Attn:  Securities Investment Division


     Tax Identification No. 04-1590850

                                             Principal Amount of
Name and Address of Purchaser                Notes to be Purchased

MASSACHUSETTS MUTUAL LIFE                       $6,000,000
  INSURANCE COMPANY

(1)  All payments by wire transfer of immediately
     available funds to:

     Chase Manhattan Bank, N.A.
     4 Chase MetroTech Center
     New York, New York 10081
     ABA No. 021000021
     For MassMutual Pension Management
     Account No. 910-2594018
     Re:  Description of security, principal and interest split

     With telephone advice of payment to the
     Securities Custody and Collection Department
     of Massachusetts Mutual Life Insurance Company
     at (413) 744-3878

(2)  All notices of payments and written confirmations
     of such wire transfers:

     Massachusetts Mutual Life Insurance Company
     Securities Custody and Collection Department, F 381
     1295 State Street
     Springfield, Massachusetts 01111
     Attn:  Securities Investment Division

(3)  All other communications:

     Massachusetts Mutual Life Insurance Company
     1295 State Street
     Springfield, Massachusetts 01111
     Attn:  Securities Investment Division

     Tax Identification No. 04-1590850


                                             Principal Amount of
Name and Address of Purchaser                Notes to be Purchased

MASSACHUSETTS MUTUAL LIFE                       $3,000,000
  INSURANCE COMPANY

(1)  All payments by wire transfer of immediately
     available funds to:

     Chase Manhattan Bank, N.A.
     4 Chase MetroTech Center
     New York, New York 10081
     ABA No. 021000021
     For MassMutual IFM Non-Traditional
     Account No. 910-2509073
     Re:  Description of security, principal and interest split

     With telephone advice of payment to the
     Securities Custody and Collection Department
     of Massachusetts Mutual Life Insurance Company
     at (413) 744-3878

(2)  All notices of payments and written confirmations
     of such wire transfers:

     Massachusetts Mutual Life Insurance Company
     Securities Custody and Collection Department, F 381
     1295 State Street
     Springfield, Massachusetts 01111
     Attn:  Securities Investment Division

(3)  All other communications:

     Massachusetts Mutual Life Insurance Company
     1295 State Street
     Springfield, Massachusetts 01111
     Attn:  Securities Investment Division


     Tax Identification No. 04-1590850

                                             Principal Amount of
Name and Address of Purchaser                Notes to be Purchased

AMERICAN GENERAL LIFE INSURANCE COMPANY         $3,000,000
  OF NEW YORK

(1)  All payments by wire transfer of  immediately
     available funds, with sufficient information (including PPN #,
     interest rate, maturity date, interest amount, principal amount
     and premium amount, if applicable) to identify the source and
     application of such funds, to:

     ABA No. 011000028
     State Street Bank and Trust Company
     Boston, MA 02101
     Re:  American General Life Insurance Company of New York
     AC - 0125-942-3
     OBI=PPN # and description of payment
     Fund Number PA 45

(2)  All notices of payments and written confirmation of such wire
transfers:

     American General Life Insurance Company of New York 45
     % State Street Bank and Trust Company
     Insurance Services Custody (AH2)
     1776 Heritage Drive
     North Quincy, MA 02171
     Fax: (617) 985-4923

(3)  Duplicate payment notices and all other correspondences to:

     American General Life Insurance Company of New York
     % American General Corporation
     Attention:  Investment Research Department, A37-01
     P. O. Box 3247
     Houston, TX 77253-3247

     Overnight Mail Address:  2929 Allen Parkway
                              Houston, TX 77019-2155

     Fax: (713) 831-1366

     Tax Identification No. 13-1853201

                                             Principal Amount of
Name and Address of Purchaser                Notes to be Purchased

AMERICAN GENERAL LIFE AND ACCIDENT              $7,000,000
  INSURANCE COMPANY

(1)  All payments by wire transfer of  immediately
     available funds, with sufficient information (including PPN #,
     interest rate, maturity date, interest amount, principal amount
     and premium amount, if applicable) to identify the source and
     application of such funds, to:

     ABA No. 011000028
     State Street Bank and Trust Company
     Boston, MA 02101
     Re:  American General Life and Accident Insurance Company
     AC - 0125-934-0
     OBI=PPN # and description of payment
     Fund Number PA 10

(2)  All notices of payments and written confirmation of such wire
transfers:

     American General Life and Accident Insurance Company and  PA 10
     % State Street Bank and Trust Company
     Insurance Services Custody (AH2)
     1776 Heritage Drive
     North Quincy, MA 02171
     Fax: (617) 985-4923

(3)  Duplicate payment notices and all other correspondences to:

     American General Life and Accident Insurance Company
     % American General Corporation
     Attention:  Investment Research Department, A37-01
     P. O. Box 3247
     Houston, TX 77253-3247

     Overnight Mail Address:  2929 Allen Parkway
                              Houston, TX 77019-2155

     Fax: (713) 831-1366

     Tax Identification No. 62-0306330

                                                Principal Amount of
Name and Address of Purchaser                   Notes to be Purchased

INDEPENDENT LIFE AND ACCIDENT INSURANCE COMPANY       $3,000,000

(1)  All payments by wire transfer of  immediately
     available funds to, with sufficient information (including PPN #,
     interest rate, maturity date, interest amount, principal amount
     and premium amount, if applicable) to identify the source and
     application of such funds, to:

     ABA No. 011000028
     State Street Bank and Trust Company
     Boston, MA 02101
     Re:  Independent Life and Accident Insurance Company
     AC - 34817924
     OBI=PPN # and description of payment
     Fund Number PA 88

(2)  All notices of payments and written confirmation of such wire
transfers:

     Independent Life and Accident Insurance Company and PA 88
     % State Street Bank and Trust Company
     Insurance Services Custody (AH2)
     1776 Heritage Drive
     North Quincy, MA 02171
     Fax: (617) 985-4923

(3)  Duplicate payment notices and all other correspondences to:

     Independent Life and Accident Insurance Company
     % American General Corporation
     Attention:  Investment Research Department, A37-01
     P. O. Box 3247
     Houston, TX 77253-3247

     Overnight Mail Address:  2929 Allen Parkway
                              Houston, TX 77019-2155

     Fax: (713) 831-1366

     Tax Identification No. 59-0302660

                                             Principal Amount of
Name and Address of Purchaser                Notes to be Purchased

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY     $12,000,000

(1)  All payments by wire transfer of  immediately
     available funds to, with sufficient information (including PPN #,
     interest rate, maturity date, interest amount, principal amount
     and premium amount, if applicable) to identify the source and
     application of such funds, to:

     ABA No. 011000028
     State Street Bank and Trust Company
     Boston, MA 02101
     Re:  The Variable Annuity Life Insurance Company
     AC - 0125-821-9
     OBI=PPN # and description of payment
     Fund Number PA 54

(2)  All notices of payments and written confirmation of such wire
transfers:

     The Variable Annuity Life Insurance Company and PA 54
     % State Street Bank and Trust Company
     Insurance Services Custody (AH2)
     1776 Heritage Drive
     North Quincy, MA 02171
     Fax: (617) 985-4923

(3)  Duplicate payment notices and all other correspondences to:

     The Variable Annuity Life Insurance Company
     % American General Corporation
     Attention:  Investment Research Department, A37-01
     P. O. Box 3247
     Houston, TX 77253-3247

     Overnight Mail Address:  2929 Allen Parkway
                              Houston, TX 77019-2155

     Fax: (713) 831-1366

     Tax Identification No. 74-1625348

                   SCHEDULE B TO NOTE PURCHASE AGREEMENT
                                     
                               Defined Terms

           As used herein, the following terms have the respective meanings
set forth below or set forth in the Section hereof following such term:

            "Affiliate"  shall  mean  any  Person  directly  or  indirectly
controlling,  controlled  by, or under direct or  indirect  common  control
with,  the  Company, except a Subsidiary, or any officer or Person  holding
10%  or more of the capital stock of the Company.  A Person shall be deemed
to  control a corporation if such Person possesses, directly or indirectly,
the  power to direct or cause the direction of the management and  policies
of  such  corporations, whether through the ownership of voting securities,
by contract or otherwise.

           "Bank  Credit  Agreement" shall mean (i) that certain  Revolving
Credit  and Line of Credit Agreement dated as of May 28, 1993 by and  among
the  Company,  the Lenders named therein and SunTrust Bank, Atlanta  (f/k/a
Trust Company Bank), as Agent, as amended by a First Amendment dated as  of
December 30, 1993, a Second Amendment dated as of October 31, 1994, a Third
Amendment dated July 31, 1995 and a Fourth Amendment dated May 13, 1996 and
as  the  same  may  be  further  modified, amended,  renewed,  extended  or
supplemented  from  time to time and (ii) all replacements,  substitutions,
refinancings and refundings thereof.

          "Business Day" shall mean any day other than a Saturday, a Sunday
or  a  day  on  which  commercial banks in New York City  are  required  or
authorized to be closed.

          "Capital Lease" means a lease with respect to which the lessee is
required  concurrently to recognize the acquisition of  an  asset  and  the
incurrence of a liability in accordance with GAAP.

           "Capital  Stock"  shall mean, with respect to  any  Person,  the
outstanding capital stock (including all common, preferred or other  equity
securities and any options or warrants to purchase capital stock  or  other
securities  exchangeable for or convertible into  capital  stock)  of  such
Person.

           "Capitalized Lease Obligation" shall mean, with respect  to  any
Person, any rental obligation which, under GAAP, is or will be required  to
be   indebtedness  (net  of  interest  expense)  in  accordance  with  such
principles.

          "Closing" is defined in Section 3.

           "Code"  shall mean the Internal Revenue Code of 1986, as amended
from  time  to  time, and the rules and regulations promulgated  thereunder
from time to time.

          "Company" shall mean Hughes Supply, Inc., a Florida corporation.

          "Confidential Information" is defined in Section 20.

           "Consolidated" shall mean the consolidated financial information
of  the  Company  and its Subsidiaries under generally accepted  accounting
principles.

           "Consolidated Assets" shall mean, at any time, the total  assets
of the Company and its Subsidiaries on a Consolidated basis under GAAP.

           "Consolidated Current Debt" shall mean, at any time, the  amount
of Current Debt of the Company and its Subsidiaries on a Consolidated basis
under GAAP at such time.

           "Consolidated EBITR" shall mean, for any period, an amount equal
to, the sum of its Consolidated Net Income plus, to the extent deducted  in
determining  Consolidated  Net Income (i) provisions  for  taxes  based  on
income,  (ii) Consolidated Interest Expense, and (iii) Consolidated  Rental
Expense.

           "Consolidated Funded Debt" shall mean, at any time  but  without
duplication,  the amount of Funded Debt of the Company and its Subsidiaries
on a Consolidated basis under GAAP at such time.

          "Consolidated Interest Expense" shall mean, for any period, total
interest   expense   (including   without  limitation,   interest   expense
attributable  to  capitalized leases in accordance with generally  accepted
accounting   principles)  of  the  Company  and  its  Subsidiaries   on   a
Consolidated basis under GAAP.

           "Consolidated  Net  Income" shall  mean,  for  any  period,  the
consolidated  net income (or loss) of the Company and its Subsidiaries  for
such  period (taken as a single accounting period) determined in conformity
with  GAAP,  but  excluding  therefrom (to the  extent  otherwise  included
therein)  (i) any extraordinary gains or losses, together with any  related
provision for taxes, realized upon any sale of assets outside the  ordinary
course  of  business, and (ii) undistributed net income of a Subsidiary  to
the  extent that such distribution is prohibited by agreement, judgment  or
regulation;  provided,  however, that all earnings from  acquisitions  will
accrue to the benefit of the Company in accordance with  GAAP.

            "Consolidated  Net  Worth"  shall  mean,  at  any  time,  on  a
Consolidated   basis,  shareholders'  equity  of  the   Company   and   its
Subsidiaries at such time determined in accordance with GAAP.

           "Consolidated Rental Expense" shall mean, for any period,  total
operating  lease  expense  of  the  Company  and  its  Subsidiaries  on   a
Consolidated basis under GAAP.

           "Consolidated Total Capitalization" shall mean, at any time, the
sum of Consolidated Net Worth and Consolidated Funded Debt.

           "Current Debt" shall mean all Debt with an original maturity  of
one  year  or  less.   For the avoidance of doubt, Debt incurred  underBank
Credit Agreement shall not constitute "Current Debt".

           "Debt"  shall  mean, without duplication, with  respect  to  any
Person, as at any date of determination:

           (i)   all indebtedness for borrowed money which such Person  has
     directly  or  indirectly  created,  incurred  or  assumed  (including,
     without limitation, all Capitalized Lease Obligations);

          (ii) all indebtedness, whether or not for borrowed money, secured
     by  any  Lien  on any property or asset owned or held by  such  Person
     subject thereto, whether or not the indebtedness secured thereby shall
     have been assumed by such Person;

           (iii)      any indebtedness, whether or not for borrowed  money,
     with  respect  to which such Person has become directly or  indirectly
     liable  and  which  represents or has been  incurred  to  finance  the
     purchase  price (or a portion thereof) of any property or services  or
     business  acquired by such Person, whether by purchase, consolidation,
     merger  or  otherwise other than any payables and accrued expenses  in
     the  ordinary  course of business that are current  liabilities  under
     GAAP; and

           (iv)  any  indebtedness  of any other Person  of  the  character
     referred  to  in  clauses (i), (ii), or (iii) of this definition  with
     respect to which the Person whose Debt is being determined has  become
     liable by way of a Guarantee;

all  as  determined in accordance with GAAP; provided, however, Debt  shall
not  include  endorsement of negotiable instruments for collection  in  the
ordinary course of business.

           "Default"  shall  mean an event or condition the  occurrence  or
existence of which would, with the lapse of time or the giving of notice or
both, become an Event of Default.

           "Default  Rate"  shall mean that rate of interest  that  is  the
greater of (i) 2% per annum above the rate of interest stated in clause (a)
of  the  first paragraph of the Notes or (ii) 2% over the rate of  interest
publicly  announced  by The Chase Manhattan Bank, N.A.  as  its  "base"  or
"prime" rate.

           "Environmental  Laws"  shall mean any and  all  Federal,  state,
local,   and  foreign  statutes,  laws,  regulations,  ordinances,   rules,
judgments,  orders,  decrees,  permits,  concessions,  grants,  franchises,
licenses, agreements or governmental restrictions relating to pollution and
the  protection of the environment or the release of any materials into the
environment,  including  but  not limited to  those  related  to  hazardous
substances  or  wastes, air emissions and discharges  to  waste  or  public
systems.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974,  as  amended  from  time  to  time, and  the  rules  and  regulations
promulgated thereunder from time to time in effect.

           "ERISA Affiliate" shall mean any trade or business  (whether  or
not  incorporated) that is treated as a single employer together  with  the
Company under section 414 of the Code.

          "Event of Default" is defined in Section 11.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

           "Fair  Market Value" shall mean, at any time, the sale value  of
property  that  would  be realized in an arm's length  sale  at  such  time
between  an informed and willing buyer, and an informed and willing seller,
under no compulsion to buy or sell, respectively.

           "Funded  Debt" shall mean (i) all Debt with an original maturity
of  greater  than one year (including Debt incurred under the  Bank  Credit
Agreement), including current maturities of such Debt, and all  Debt  which
is  renewable solely at the option of the Company or a Subsidiary, (ii) all
Debt  with an original maturity of less than one year, including commercial
paper  issued by the Company, if a direct or secondary source of  repayment
of  such  Debt is, or such Debt is credit enhanced by, a line of credit  or
other  financial accommodation having a maturity of greater than  one  year
and  (iii)  all  other Debt that is now or hereafter characterized  by  the
Company or any Subsidiary in its financial statements as "Funded Debt".

           "GAAP" shall mean generally accepted accounting principles as in
effect from time to time in the United States of America.

          "Governmental Authority" shall mean

          (a)  the government of

                (i)   the  United States of America or any State  or  other
          political subdivision thereof, or

               (ii) any jurisdiction in which the Company or any Subsidiary
          conducts  all  or  any  part of its business,  or  which  asserts
          jurisdiction   over  any  properties  of  the  Company   or   any
          Subsidiary, or

           (b)   any  entity  exercising executive, legislative,  judicial,
     regulatory or administrative functions of, or pertaining to, any  such
     government.

          "Guarantee" shall mean, with respect to any Person, any direct or
indirect liability, contingent or otherwise, of such Person with respect to
any  Debt,  lease,  dividend  or other obligation  of  another,  including,
without  limitation, any such obligation directly or indirectly guaranteed,
endorsed  (otherwise than for collection or deposit in the ordinary  course
of  business)  or discounted or sold with recourse by such  Person,  or  in
respect  of  which such Person is otherwise directly or indirectly  liable,
including, without limitation, any such obligation in effect guaranteed  by
such  Person  through any agreement (contingent or otherwise) to  purchase,
repurchase  or otherwise acquire such obligation or any security  therefor,
or  to  provide  funds  for  the payment or discharge  of  such  obligation
(whether  in  the  form  of  loans,  advances,  stock  purchases,   capital
contributions or otherwise) in any such case if the purpose  or  intent  of
such agreement is to provide assurance that such obligation will be paid or
discharged, or that any agreements relating thereto will be complied  with,
or  that  the holders of such obligation will be protected against loss  in
respect  thereof.   The  amount of any Guarantee  shall  be  equal  to  the
outstanding  principal amount of the obligation guaranteed or  such  lesser
amount  to  which  the maximum exposure of the guarantor  shall  have  been
specifically limited.

           "Hazardous Material" shall mean any and all pollutants, toxic or
hazardous wastes or any other substances that might pose a hazard to health
or  safety,  the  removal  of  which may be  required  or  the  generation,
manufacture,   refining,   production,  processing,   treatment,   storage,
handling,  transportation,  transfer, use,  disposal,  release,  discharge,
spillage,  seepage,  or  filtration of which is  or  shall  be  restricted,
prohibited   or  penalized  by  any  applicable  law  (including,   without
limitation,    asbestos,   urea   formaldehyde    foam    insulation    and
polycholorinated biphenyls).

           "holder"  shall mean, with respect to any Note,  the  Person  in
whose  name  such  Note  is registered in the register  maintained  by  the
Company pursuant to Section 13.1.

          "Institutional Investor" shall mean (a) any original purchaser of
a  Note,  (b)  any holder of a Note holding more than 5% of  the  aggregate
principal  amount of the Notes then outstanding, and (c)  any  bank,  trust
company,  savings and loan association or other financial institution,  any
pension plan, any investment company, any insurance company, any broker  or
dealer, or any other similar financial institution or entity, regardless of
legal form.

           "Lien"  shall  mean, with respect to any Person,  any  mortgage,
lien,  pledge,  charge,  security interest or  other  encumbrance,  or  any
interest  or title of any vendor, lessor, lender or other secured party  to
or  of  such  Person  under any conditional sale or other  title  retention
agreement or Capital Lease, upon or with respect to any property  or  asset
of  such  Person  (including in the case of stock, stockholder  agreements,
voting trust agreements and all similar arrangements).

          "Make-Whole Amount" is defined in Section 8.6.

           "Material"  shall  mean material in relation  to  the  business,
operations, affairs, financial condition, assets, properties, or  prospects
of the Company and its Subsidiaries taken as a whole.

          "Material Adverse Effect" shall mean a material adverse effect on
(a)  the  business,  operations, affairs, financial  condition,  assets  or
properties of the Company and its Subsidiaries taken as a whole, or (b) the
ability of the Company to perform its obligations under this Agreement  and
the  Notes, or (c) the validity or enforceability of this Agreement or  the
Notes.

          "Material Subsidiary" shall mean (i) each Subsidiary set forth on
Schedule  4.11 and (ii) each other Subsidiary of the Company, now  existing
or  hereinafter established or acquired, that 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 the Company on a Consolidated basis during any of
the three most recently completed fiscal years of the Company.

          "Memorandum" is defined in Section 5.3.

          "Multiemployer Plan" shall mean any Plan that is a "multiemployer
plan" (as such term is defined in section 4001(a)(3) of ERISA).

          "Notes" is defined in Section 1.

           "Officer's  Certificate" shall mean a certificate  of  a  Senior
Financial   Officer  or  of  any  other  officer  of  the   Company   whose
responsibilities extend to the subject matter of such certificate.

          "Other Agreements" is defined in Section 2.

          "Other Purchasers" is defined in Section 2.

           "PBGC"  shall  mean  the  Pension Benefit  Guaranty  Corporation
referred to and defined in ERISA or any successor thereto.

           "Person" shall mean an individual, corporation, company, limited
liability  company, voluntary association, partnership,  limited  liability
partnership,  trust,  unincorporated organization or  joint  venture  or  a
government or any agency, instrumentality or political subdivision thereof,
and  for  the purpose of the definition of "ERISA Affiliate",  a  trade  or
business.

           "Plan"  shall  mean an "employee benefit plan"  (as  defined  in
section  3(3)  of ERISA) that is or, within the preceding five  years,  has
been  established or maintained, or to which contributions are  or,  within
the  preceding five years, have been made or required to be  made,  by  the
Company or any ERISA Affiliate or with respect to which the Company or  any
ERISA Affiliate may have any liability.

           "Preferred  Stock" shall mean any class of Capital  Stock  of  a
corporation that is preferred over any other class of Capital Stock of such
corporation  as to the payment of dividends or the payment  of  any  amount
upon liquidation or dissolution of such corporation.

           "Priority  Debt" shall mean with respect to any Person,  at  any
time, without duplication, the sum of:

          (i)  Unsecured Debt of each Subsidiary (other than such Debt held
               by the Company or a Wholly-Owned Subsidiary thereof);

          (ii) Debt  of the Company and any Subsidiary secured by any  Lien
               unless such Lien is otherwise permitted by subparagraphs (i)
               through (xiii) of Section 10.5 (other than such Debt held by
               the Company or a Wholly-Owned Subsidiary thereof); and
          
          (iii)      All  Preferred Stock of Subsidiaries owned by a Person
               other than the Company or a Wholly-Owned Subsidiary thereof.

            "property"   or  "properties"  shall  mean,  unless   otherwise
specifically  limited, real or personal property of any kind,  tangible  or
intangible, choate or inchoate.

           "PVF  Stock Offering" shall mean the common stock offering being
conducted by the Company in connection with the acquisition by the  Company
of  substantially all of the assets and business of PVF Holdings,  Inc.,  a
Delaware  corporation, pursuant to the terms of that certain Asset Purchase
Agreement dated March 27, 1996.

            "QPAM  Exemption"  shall  mean  Prohibited  Transaction   Class
Exemption 84-14 issued by the United States Department of Labor.

           "Required Holders" shall mean the holders of at least 51% in the
principal amount of the Notes at the time outstanding.

          "Responsible Officer" shall mean any Senior Financial Officer and
any other officer of the Company with responsibility for the administration
of the relevant portion of this agreement.

           "Securities  Act"  shall mean the Securities  Act  of  1933,  as
amended from time to time.

           "Senior  Financial  Officer"  shall  mean  the  chief  financial
officer,  principal  accounting officer, treasurer or  comptroller  of  the
Company.

            "Subsidiary"   means,  as  to  any  Person,  any   corporation,
association or other business entity in which such Person or one or more of
its  Subsidiaries  or such Person and one or more of its Subsidiaries  owns
sufficient  equity or voting interests to enable it or them  (as  a  group)
ordinarily,  in  the absence of contingencies, to elect a majority  of  the
directors (or Persons performing similar functions) of such entity, and any
partnership or joint venture if more than a 50% interest in the profits  or
capital  thereof is owned by such Person or one or more of its Subsidiaries
or such Person and one or more of its Subsidiaries (unless such partnership
can  and  does  ordinarily take major business actions  without  the  prior
approval  of such Person or one or more of its Subsidiaries).   Unless  the
context  otherwise clearly requires, any reference to a "Subsidiary"  is  a
reference to a Subsidiary of the Company.

          "Subsidiary Debt" shall mean all Debt of which the direct obligor
is a subsidiary of the Company.

           "Wholly-Owned Subsidiary" means, at any time, any Subsidiary one
hundred  percent  (100%) of all of the equity interests (except  directors'
qualifying  shares) and voting interests of which are owned by any  one  or
more  of  the Company and the Company's other Wholly-Owned Subsidiaries  at
such time.

                  SCHEDULE 4.9 TO NOTE PURCHASE AGREEMENT
                                     
                      Changes in Corporate Structure
                                     
                                     
     (i)  Closed Acquisitions:

          (a)  Waldorf Supply, Inc. - Closed in February 1996
          (b)  West Virginia Water & Waste Supply Co. - Closed in March 1996
          (c)  Electric Laboratories and Sales Corporation - Closed in April
                1996
          (d)  Elasco Agency Sales, Inc. - Closed in April 1996
          (e)  PVF Acquisition (acquisition of substantially all of the assets
                of PVF Holdings, Inc.) - Closed in May 1996

     (ii) Pending Acquisitions:

          (a)  Gayle Supply Company, Inc. - Scheduled to close on May 31, 1996
          (b)  R&G Plumbing Supply, Inc. - Scheduled to close on May 31, 1996


                 SCHEDULE 4.11 TO NOTE PURCHASE AGREEMENT
                                     
         Material Subsidiaries Executing and Delivering Guarantees
                            on Date of Closing
                                     
                                     
     Each of the following is a Material Subsidiary of the Company:

     (i)    Atlantic  Pump  & Equipment Company of Miami,  Inc.,  a  Florida
     corporation

     (ii)   Carolina  Pump & Supply Corp. d/b/a Pump & Lighting  Company,  a
     Rhode Island corporation

     (iii)  Elasco Agency Sales, Inc., an Illinois corporation

     (iv)   Elec-Tel Supply Company, a Georgia corporation

     (v)    Electric  Laboratories  and  Sales  Corporation,   a   Delaware
     corporation

     (vi)   Florida Pipe & Supply Company, a Florida corporation

     (vii)  Hughes Acquisition Corp., a West Virginia corporation

     (viii) Mills & Lupton Supply Company, a Tennessee corporation

     (ix)   One Stop Supply, Inc., a Tennessee corporation

     (x)    USCO Incorporated, a North Carolina corporation

     (xi)   Paine  Supply  of Jackson, Inc., d/b/a Paine Supply  Company,  a
     Mississippi corporation

     (xii)  Port City Electrical Supply, Inc., a Georgia corporation

     (xiii) HHH, Inc., a Delaware corporation

     (xiv)  H Venture Corp., a Florida corporation

     (xv)   Southwest Stainless, L.P., a Delaware limited partnership

     (xvi)  Moore Electric Supply, Inc., a North Carolina corporation

     (xvii) Olander & Brophy, Incorporated, a Pennsylvania corporation

                  SCHEDULE 5.3 TO NOTE PURCHASE AGREEMENT
                                     
                           Disclosure Materials
                                     
                                     
                              No Exceptions.
                                     
                                     
                                     
                  SCHEDULE 5.4 TO NOTE PURCHASE AGREEMENT
                                     
                        Subsidiaries of the Company
               and Ownership of Subsidiary Stock; Company's
            Affiliates; Company's Directors and Senior Officers
                                     

     (i)  Subsidiaries of the Company:

                                            State of       
                                         Incorporation/        Entity's
            Legal Entities                Organization         Ownership
                                               
                                             
Atlantic Pump and Equipment Company of   Florida                 100%
Miami, Inc.
Atlantic Pump and Equipment Company of   Puerto                  100
Puerto Rico, Inc.                        Rico
Atlantic Pump and Equipment Company of   Florida                 100
West Palm Beach, Inc.
Carolina Pump and Supply Corp.           Rhode                   100
                                         Island
Elasco Agency Sales, Inc.                Illinois                100
Elec-Tel Supply Company                  Georgia                 100
Electric Laboratories and Sales          Delaware                100
Corporation
Florida Pipe and Supply Company          Florida                 100
H Venture Corp.                          Florida                 100
HHH, Inc.                                Delaware                100
HSI Corp.                                Delaware                100
Hughes Acquisition Corporation           West                    100
                                         Virginia
Hughes Aviation, Inc.                    Florida                 100
Mills and Lupton Supply Company          Tennessee               100
Moore Electric Supply, Inc.              North                   100
                                         Carolina
Olander & Brophy, Inc.                   Pennsylvania            100
One Stop Supply, Inc.                    Tennessee               100
Paine Supply of Jackson, Inc.            Mississippi             100
Port City Electrical Supply, Inc.        Georgia                 100
Southwest Stainless, L.P.                Delaware                100
USCO Incorporated                        North                   100
                                         Carolina
Z&L Acquisition Corp.1                   Delaware                100
Z&L Acquisition Corp. of Delaware, Inc.2 Delaware                100

     (ii) Affiliates of the Company:

      (a)  No person holds 10% or more of the Company's common stock as  of
the date of this Agreement.

      (b)   Except for the Subsidiaries of the Company, there are no  other
Affiliates   of  the  Company,  except  that  the  Company's   wholly-owned
Subsidiary,  H  Venture  Corp.,  owns a  20%  equity  interest   in  Accord
Industries  Company,  a  Florida  general partnership.   Accord  Industries
Company is not a consolidated entity.

     (iii)     Directors and Senior Officers of the Company:

          Directors:
     
           David H. Hughes
           John D. Baker II
           Robert N. Blackford
           John B. Ellis
           A. Stewart Hall, Jr.
           Clifford M. Hames
           Russell V. Hughes
           Vincent S. Hughes
           Herman B. McManaway
           Donald C. Martin
     
          Officers:
     
           David  H.  Hughes,  Chairman of the Board and  Chief  Executive
              Officer
           A. Stewart Hall, Jr., President
           Russell V. Hughes, Vice President
           Vincent S. Hughes, Vice President
           Sidney J. Strickland, Vice President
           Robert N. Blackford, Secretary
           J. Stephen Zepf, Treasurer, Chief Financial Officer and
              Assistant Secretary
           Jay Clark, Assistant Treasurer
           Benjamin P. Butterfield, Assistant Secretary

                                     
                  SCHEDULE 5.5 TO NOTE PURCHASE AGREEMENT
                                     
                           Financial Statements
                                     
                                     
                                     
      (i)  The Company's Annual Reports to Shareholders for the Years Ended
January 28, 1994, January 27, 1995, and January 26, 1996.

      (ii)   The Company's Annual Reports on Form 10-K for the fiscal years
ended January 28, 1994, January 27, 1995, and January 26, 1996.
                  SCHEDULE 5.8 TO NOTE PURCHASE AGREEMENT
                                     
                            Certain Litigation
                                     
                                     
                                   None.
                 SCHEDULE 5.11 TO NOTE PURCHASE AGREEMENT
                                     
                               Patents, Etc.
                                     
                                     
                              No Exceptions.
                                     
                                     
                 SCHEDULE 5.14 TO NOTE PURCHASE AGREEMENT
                                     
                              Use of Proceeds
                                     
                                     
      The proceeds received by the Company shall be used (i) to satisfy  in
full  the  obligations of the Company under that certain  Bridge  Revolving
Credit  Agreement,  dated as of May 13, 1996, by  and  among  the  Company,
SunTrust   Bank,   Atlanta,  SunTrust  Bank,  Central   Florida,   National
Association  and  SouthTrust  Bank  of Alabama,  National  Association,  as
lenders,  and  SunTrust  Bank,  Atlanta, as agent  for  such  lenders,  and
(ii) for general corporate purposes.
                 SCHEDULE 5.15 TO NOTE PURCHASE AGREEMENT
                                     
                     Existing Debt; Unpermitted Liens
                                     
                                     
     (i)  Existing Debt:

                                     Maximum                 Current
                                    Principal               Principal
                                      Amount                  Amount
                                                           Outstanding
                                                            as of May
                                                            22, 1996

Bank Credit Agreement            *$160,000,000
  First Union                                              $20,150,000
  NationsBank                                                       --
  SouthTrust                                                25,000,000
  Sun Bank                                                  23,437,500
  SunTrust                                                  23,437,500
Commercial Paper                   *35,000,000              34,865,000
                                    
SunTrust Cash Management Line        6,000,000                  80,000
                                    
Bridge Loan                         55,000,000              32,335,000
                                    
Mortgages:                                    
  Barnett Bank                                                  31,095
  Darrell and Betty Jo Canady                                   62,394
  J. Reed and Associates                                       242,339
___________________
*As amended on May 13, 1996, by the Fourth Amendment.

      Guarantee  of  Affiliated  Debt:  A wholly-owned  subsidiary  of  the
Company, H Venture Corp. , owns a 20% interest in Accord Industries Company
("Accord"),  a  joint  venture  formed  from  the  Company's  sale  of  its
manufacturing  operations in 1990.  In connection with  the  investment  in
Accord, the Company guaranteed $500,000 of Accord's indebtedness to a  bank
and  H  Venture Corp., as a joint venturer, is contingently liable for  the
remaining bank debt.

     See also "Schedule 10.5 to Note Purchase Agreement - Liens."


     (ii) Unpermitted Liens:

                                   None.



                 SCHEDULE 10.5 TO NOTE PURCHASE AGREEMENT
                                     
                                   Liens
                                     
                                     
                               Future Minimum
        Lease                  Lease Payments
                                  (Annual)
                                             
Orlando-Exec., Electric           $585,000

Orlando-Plumbing                   840,000

Orlando - Maint. Garage            245,000

Orlando - Utilities                551,250

Daytona Beach                      221,375

Fort Pierce                        146,250

Sarasota                           287,950

Leesburg                           105,300

St. Petersburg                     209,625

Clearwater                         102,375

Lakeland                           131,625

Venice                             213,750

Winter Haven                       144,000

          Total                 $3,783,500
                                     
      Mortgage  Notes  as  described in "Schedule  5.15  to  Note  Purchase
Agreement  -  Existing Debt; Unpermitted Liens" under item (i) thereto  are
secured by the real property acquired using the loan proceeds evidenced  by
such Mortgage Notes.


                   EXHIBIT 1 TO NOTE PURCHASE AGREEMENT
                                     
                Form of 7.96% Senior Note due May 30, 2011

                            HUGHES SUPPLY, INC.

                    7.96% SENIOR NOTE DUE MAY 30, 2011

No. [R-_____]                                         [Date]
$[_______]                                    PPN 444482 B@1

           FOR VALUE RECEIVED, the undersigned, HUGHES SUPPLY, INC. (herein
called the "Company"), a corporation organized and existing under the  laws
of    the   State   of   Florida,   hereby   promises   to   pay    to    [
],     or    registered    assigns,    the    principal    sum     of     [
]  DOLLARS on May 30, 2011, with interest (computed on the basis of a  360-
day  year of twelve 30-day months) (a) on the unpaid balance thereof at the
rate of 7.96% per annum from the date hereof, payable semiannually, on  the
30th day of May and November in each year, commencing with the November  30
next  succeeding  the date hereof, until the principal  hereof  shall  have
become  due  and payable, and (b) to the extent permitted  by  law  on  any
overdue  payment  (including  any overdue  prepayment)  of  principal,  any
overdue  payment  of  interest and any overdue payment  of  any  Make-Whole
Amount  (as  defined  in the Note Purchase Agreements referred  to  below),
payable  semiannually  as aforesaid (or, at the option  of  the  registered
holder  hereof, on demand), at a rate per annum from time to time equal  to
the  greater  of  (i) 9.96% or (ii) 2% over the rate of  interest  publicly
announced by The Chase Manhattan Bank, N.A. from time to time in New  York,
New York as its "base" or "prime" rate.

           Subject  to  Section  14.2 of each Note Purchase  Agreement  (as
defined  below), payments of principal of, interest on and  any  Make-Whole
Amount  with  respect to this Note are to be made in lawful  money  of  the
United  States  of America at The Chase Manhattan Bank, N.A.,  or  at  such
other  place as the Company shall have designated by written notice to  the
holder of this Note as provided in the Note Purchase Agreements.

           This Note is one of a series of Senior Notes (herein called  the
"Notes") issued pursuant to separate Note Purchase Agreements, dated as  of
May   29,   1996  (as  from  time  to  time  amended,  the  "Note  Purchase
Agreements"),  between  the  Company and the  respective  Purchasers  named
therein and is entitled to the benefits thereof.  Each holder of this  Note
will  be  deemed,  by  its acceptance hereof, (i) to  have  agreed  to  the
confidentiality  provisions set forth in Section 20 of  the  Note  Purchase
Agreements  and (ii) to have made the representation set forth in  Sections
6.1 and 6.2 of the Note Purchase Agreements.

           This  Note  is a registered Note and, as provided  in  the  Note
Purchase  Agreements,  upon  surrender of this  Note  for  registration  of
transfer, duly endorsed, or accompanied by a written instrument of transfer
duly  executed,  by the registered holder hereof or such holder's  attorney
duly authorized in writing, a new Note for a like principal amount will  be
issued  to,  and registered in the name of, the transferee.  Prior  to  due
presentment for registration of transfer, the Company may treat the  person
in  whose name this Note is registered as the owner hereof for the  purpose
of  receiving payment and for all other purposes, and the Company will  not
be affected by any notice to the contrary.

           The  Company will make required prepayments of principal on  the
dates  and in the amounts specified in the Note Purchase Agreements.   This
Note  is also subject to optional prepayment, in whole or from time to time
in  part,  at  the  times and on the terms specified in the  Note  Purchase
Agreements, but not otherwise.

          If an Event of Default occurs and is continuing, the principal of
this  Note  may  be  declared or otherwise become due and  payable  in  the
manner, at the price (including any applicable Make-Whole Amount) and  with
the effect provided in the Note Purchase Agreements.

           This  Note  is governed by and is to be construed in  accordance
with  the  terms  of the Note Purchase Agreement, the terms  of  which  are
incorporated  herein  by reference.  All capitalized  terms  not  otherwise
defined  herein shall have the same meanings attributed to them as are  set
forth in the Note Purchase Agreement.

                              HUGHES SUPPLY, INC.


                              By:_________________________
                                    J. Stephen Zepf
                                    Treasurer and Chief Financial Officer
                 EXHIBIT 4.4(a) TO NOTE PURCHASE AGREEMENT
                                     
    Matters To Be Covered by Opinion of General Counsel for the Company


           1.    Each  of  the  Company  and its  Subsidiaries  being  duly
incorporated,  validly existing and in good standing and  having  requisite
corporate  power and authority to issue and sell the Notes and  to  execute
and deliver the documents.

           2.    Each  of  the  Company  and its  Subsidiaries  being  duly
qualified  and  in  good standing as a foreign corporation  in  appropriate
jurisdictions.

           3.    Due  authorization and execution of the documents and,  if
governed  by  the  laws of the State of Florida, such  documents  would  be
legal, valid, binding and enforceable.

            4.    No  conflicts  with  charter  documents,  laws  or  other
agreements.

           5.    All consents required to issue and sell the Notes  and  to
execute and deliver the documents having been obtained.

          6.   No litigation questioning validity of documents.

           7.    The  Notes not requiring registration under the Securities
Act  of  1933, as amended; no need to qualify an indenture under the  Trust
Indenture Act of 1939, as amended.

          8.   No violation of Regulations G, T or X of the Federal Reserve
Board.

            9.     Company  not  an  "investment  company",  or  a  company
"controlled" by an "investment company", under the Investment  Company  Act
of 1940, as amended.

           10.   A  Florida  state  court, or a federal  court  sitting  in
Florida,  would, under Florida conflict of laws principles,  recognize  the
choice of New York law to govern the Note Purchase Agreement and the Notes.

            The   opinion  shall  be  subject  to  standard  and  customary
qualification  of  counsel  with respect to transactions  of  this  nature.
                 EXHIBIT 4.4(b) TO NOTE PURCHASE AGREEMENT
                                     
   Matters To Be Covered by Opinion of Special Counsel to the Purchasers


1.   Note Purchase Agreement in commercially acceptable legal form.

2.   The  Note  Purchase Agreement and the Notes would be legal, valid  and
     binding  obligations,  enforceable against the Company  in  accordance
     with their respective terms.

3.   The Notes not requiring registration under the Securities Act of 1933,
     as  amended; no need to qualify an indenture under the Trust Indenture
     Act of 1939, as amended.


Opinions subject to standard and customary qualifications and exceptions.
                EXHIBIT 4.11(a) TO NOTE PURCHASE AGREEMENT
                                     
                             Form of Guarantee
                                     
                                     
                      SUBSIDIARY GUARANTEE AGREEMENT


      This  SUBSIDIARY GUARANTEE AGREEMENT, dated as of May 29, 1996  (this
"Guarantee"), made by CAROLINA PUMP & SUPPLY CORP., d/b/a Pump  &  Lighting
Company  and  a corporation organized and existing under the  laws  of  the
State  of Rhode Island, ONE STOP SUPPLY, INC., a corporation organized  and
existing  under  the laws of the State of Tennessee, USCO  INCORPORATED,  a
corporation  organized and existing under the laws of the  State  of  North
Carolina,  MILLS  &  LUPTON  SUPPLY COMPANY, a  corporation  organized  and
existing under the laws of the State of Tennessee, PAINE SUPPLY OF JACKSON,
INC.,  d/b/a Paine Supply Company and a corporation organized and  existing
under  the  laws  of  the State of Mississippi, HHH,  INC.,  a  corporation
organized  and existing under the laws of the State of Delaware, H  VENTURE
CORP., a corporation organized and existing under the laws of the State  of
Florida,  PORT  CITY ELECTRICAL SUPPLY, INC., a corporation  organized  and
existing under the laws of the State of Georgia, ELEC-TEL SUPPLY COMPANY, a
corporation organized and existing under the laws of the State of  Georgia,
ATLANTIC PUMP & SUPPLY COMPANY OF MIAMI, INC., a corporation organized  and
existing  under  the laws of the State of Florida, FLORIDA  PIPE  &  SUPPLY
COMPANY,  a corporation organized and existing under the laws of the  State
of  Florida, HUGHES ACQUISITION CORP., a corporation organized and existing
under  the  laws  of the State of West Virginia, ELECTRIC LABORATORIES  AND
SALES  CORP., a corporation organized and existing under the  laws  of  the
State  of Delaware, ELASCO AGENCY SALES, INC., a corporation organized  and
existing  under  the  laws of the State of Illinois,  SOUTHWEST  STAINLESS,
L.P., a limited partnership formed under the laws of the State of Delaware,
MOORE ELECTRIC SUPPLY, INC.. a corporation organized and existing under the
laws of the State of North Carolina, and OLANDER & BROPHY, INCORPORATED,  a
corporation  organized and existing under the laws of the  Commonwealth  of
Pennsylvania  (the  foregoing  entities  individually  a  "Guarantor"   and
collectively  the  "Guarantors"), in favor of METROPOLITAN  LIFE  INSURANCE
COMPANY,  CM  LIFE INSURANCE COMPANY, MASSACHUSETTS MUTUAL  LIFE  INSURANCE
COMPANY,  AMERICAN  GENERAL LIFE INSURANCE COMPANY OF  NEW  YORK,  AMERICAN
GENERAL  LIFE AND ACCIDENT INSURANCE COMPANY, INDEPENDENT LIFE AND ACCIDENT
INSURANCE  COMPANY,  THE  VARIABLE  ANNUITY  LIFE  INSURANCE  COMPANY,  the
foregoing,  together  with  their successors and  assigns,  individually  a
"Guaranteed Party" and collectively the "Guaranteed Parties");

                           W I T N E S S E T H:

      WHEREAS,  Hughes Supply, Inc., a corporation organized  and  existing
under  the  laws  of  the State of Florida ("Hughes")  and  the  Guaranteed
Parties have entered into those certain identical (except for the names  of
the purchasers and the amounts of Notes, as defined below, to be purchased)
Note   Purchase  Agreements  dated  as  of  May  29,  1996  (together   the
"Agreements" and separately each an "Agreement"), pursuant to which  Hughes
has  issued  to the Guaranteed Parties its 7.96% Senior Notes due  May  30,
2011 (the "Notes"), in the aggregate principal amount of $98,000,000;

     WHEREAS, Hughes owns, directly or indirectly, all or a majority of the
outstanding capital stock of each of the Guarantors;

      WHEREAS,  Hughes  and  Guarantors share an identity  of  interest  as
members  of  a  consolidated group of companies  engaged  in  substantially
similar  businesses  with Hughes providing certain  centralized  financial,
accounting and management services to each of the Guarantors by  virtue  of
intercompany advances and loans such that financial accommodations extended
to Hughes shall inure to the direct and material benefit of Guarantors; and

      WHEREAS,  consummation of the transactions pursuant to the Agreements
will  facilitate expansion and enhance the overall financial  strength  and
stability of Hughes's entire corporate group, including the Guarantors; and

      WHEREAS,  it  is  a  condition precedent to the  Guaranteed  Parties'
obligations  to  enter  into  the Agreements  and  to  purchase  the  Notes
thereunder  that  Guarantors  execute  and  deliver  this  Guarantee,   and
Guarantors  desire to execute and deliver this Guarantee  to  satisfy  such
condition precedent;

      NOW,  THEREFORE, in consideration of the premises  and  in  order  to
induce  the  Guaranteed Parties to enter into and perform their obligations
under the Agreements, the Guarantors hereby jointly and severally agree  as
follows:

      SECTION 1.  Guarantee.  The Guarantors hereby, jointly and severally,
irrevocably, absolutely and unconditionally guarantee the due and  punctual
payment  of all principal of, premium, if any, and interest on,  the  Notes
and all other obligations owing by Hughes to the Guaranteed Parties, or any
of them, jointly or severally under the Agreements, the Notes and the other
documents,   instruments  and  agreements  relating  to  the   transactions
contemplated by the Agreements, and all renewals, extensions, modifications
and  refinancings thereof, now or hereafter owing, whether  for  principal,
interest,  make-whole or yield maintenance premium or other fees,  expenses
or  otherwise, and any and all reasonable out-of-pocket expenses (including
reasonable attorneys' fees and expenses actually incurred) incurred by  the
Guaranteed   Parties   in  enforcing  any  rights  under   this   Guarantee
(collectively, the "Guaranteed Obligations") including, without limitation,
all  interest  which, but for the filing of a petition in  bankruptcy  with
respect  to Hughes, would accrue on any principal portion of the Guaranteed
Obligations.   Any  and all payments by the Guarantors hereunder  shall  be
made free and clear of and without deduction for any set-off, counterclaim,
or  withholding so that, in each case, each Guaranteed Party will  receive,
after  giving  effect  to  any  Taxes (as  such  term  is  defined  in  the
Agreements,  but  excluding  Taxes imposed on overall  net  income  of  any
Guaranteed  Party), the full amount that it would otherwise be entitled  to
receive with respect to the Guaranteed Obligations (but without duplication
of  amounts for Taxes already included in the Guaranteed Obligations).  The
Guarantors  acknowledge and agree that this is a guarantee of payment  when
due,  and  not of collection, and that, subject to Section 13 hereof,  this
Guarantee  may  be  enforced  up  to the  full  amount  of  the  Guaranteed
Obligations without proceeding against Hughes, against any security for the
Guaranteed  Obligations, against any other Guarantor  or  under  any  other
guaranty covering any portion of the Guaranteed Obligations.

      SECTION  2.  Guarantee Absolute.  The Guarantors guarantee  that  the
Guaranteed Obligations will be paid strictly in accordance with  the  terms
of  the  documents,  instruments and agreements evidencing  any  Guaranteed
Obligations, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of any
Guaranteed  Party  with respect thereto.  The liability of  each  Guarantor
under this Guarantee shall be absolute and unconditional in accordance with
its  terms and shall remain in full force and effect without regard to, and
shall  not  be  released,  suspended, discharged, terminated  or  otherwise
affected by, any circumstance or occurrence whatsoever, including,  without
limitation,  the following (whether or not such Guarantor consents  thereto
or has notice thereof):

          (a)   any change in the time, place or manner of payment of,
     or   in  any  other  term  of,  all  or  any  of  the  Guaranteed
     Obligations,   any   waiver,  indulgence,   renewal,   extension,
     amendment  or modification of or addition, consent or  supplement
     to  or deletion from or any other action or inaction under or  in
     respect of the Agreements, or any other documents, instruments or
     agreements  relating to the Guaranteed Obligations or  any  other
     instrument or agreement referred to therein or any assignment  or
     transfer of any thereof;
          
          (b)    any  lack  of  validity  or  enforceability  of   the
     Agreements  or  any  other  document,  instrument  or   agreement
     referred to therein or any assignment or transfer of any thereof;
          
          (c)   any  furnishing  to  the  Guaranteed  Parties  of  any
     additional security for the Guaranteed Obligations, or any  sale,
     exchange,  release  or  surrender  of,  or  realization  on,  any
     security for the Guaranteed Obligations;
          
          (d)   any  settlement or compromise of any of the Guaranteed
     Obligations, any security therefor, or any liability of any other
     party  with  respect  to  the  Guaranteed  Obligations,  or   any
     subordination of the payment of the Guaranteed Obligations to the
     payment of any other liability of Hughes;
          
          (e)     any    bankruptcy,    insolvency,    reorganization,
     composition, adjustment, dissolution, liquidation or  other  like
     proceeding  relating to any Guarantor or Hughes,  or  any  action
     taken  with respect to this Guarantee by any trustee or receiver,
     or by any court, in any such proceeding;
          
          (f)   any nonperfection of any security interest or lien  on
     any  collateral,  or any amendment or waiver  of  or  consent  to
     departure  from any guaranty or security, for all or any  of  the
     Guaranteed Obligations;
          
          (g)   any  application of sums paid by Hughes or  any  other
     Person  with  respect  to  the  liabilities  of  Hughes  to   the
     Guaranteed  Parties,  regardless of what  liabilities  of  Hughes
     remain unpaid;
          
          (h)  any act or failure to act by any Guaranteed Party which
     may  adversely affect a Guarantor's subrogation rights,  if  any,
     against Hughes to recover payments made under this Guarantee; and
          
          (i)  any other circumstance which might otherwise constitute
     a defense available to, or a discharge of, any Guarantor.

If  claim  is ever made upon any Guaranteed Party for repayment or recovery
of  any  amount or amounts received in payment or on account of any of  the
Guaranteed Obligations, and any Guaranteed Party repays all or part of said
amount  by  reason of (a) any judgment, decree or order  of  any  court  or
administrative body having jurisdiction over the Guaranteed Party or any of
its  property,  or  (b)  any settlement or compromise  of  any  such  claim
effected  by the Guaranteed Party with any such claimant (including  Hughes
or  a  trustee  in  bankruptcy for Hughes), then  and  in  such  event  the
Guarantors  agree  that  any such judgment, decree,  order,  settlement  or
compromise shall be binding on it, notwithstanding any revocation hereof or
the  cancellation of the Agreements or the other documents, instruments and
agreements evidencing any Guaranteed Obligations, and the Guarantors  shall
be  and remain liable to the Guaranteed Party for the amounts so repaid  or
recovered  to  the same extent as if such amount had never originally  been
paid to the Guaranteed Party.

      The obligations of each Guarantor shall be joint and several and  the
release  or discharge of the obligations of one Guarantor shall not modify,
affect,  release  or  discharge the obligations  of  the  other  Guarantors
hereunder.

      SECTION 3.  Waiver.  The Guarantors hereby waive notice of acceptance
of  this  Guarantee, notice of any liability to which  it  may  apply,  and
further  waive presentment, demand of payment, protest, notice of  dishonor
or  nonpayment of any such liabilities, suit or taking of other  action  by
the  Guaranteed  Parties against, and any other notice to,  Hughes  or  any
other  party  liable with respect to the Guaranteed Obligations  (including
the  Guarantors or any other Person executing a guaranty of the obligations
of Hughes).

      SECTION  4.   Waiver of Subrogation.  No Guarantor will exercise  any
rights  against  Hughes  which it may acquire  by  way  of  subrogation  or
contribution,  by any payment made hereunder or otherwise.  Each  Guarantor
hereby expressly waives any claim, right or remedy which such Guarantor may
now  have or hereafter acquire against Hughes that arises hereunder  and/or
from  the  performance  by  any  Guarantor  hereunder,  including,  without
limitation,  any  claim, right or remedy of the Guaranteed Parties  against
Hughes  or  any security which the Guaranteed Parties now have or hereafter
acquire, whether or not such claim, right or remedy arises in equity, under
contract, by statute, under color of law or otherwise.

      SECTION  5. Severability.  Any provision of this Guarantee  which  is
prohibited  or  unenforceable  in  any  jurisdiction  shall,  as  to   such
jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition   or
unenforceability without invalidating the remaining provisions hereof,  and
any  such  prohibition  or unenforceability in any jurisdiction  shall  not
invalidate   or   render  unenforceable  such  provision   in   any   other
jurisdiction.

      SECTION 6.  Amendments, Etc.  No amendment or waiver of any provision
of  this  Guarantee  nor consent to any departure by a Guarantor  therefrom
shall  in  any  event  be effective unless the same  shall  be  in  writing
executed by the Guaranteed Parties.

      SECTION  7.  Notices.  All notices and other communications  provided
for  hereunder shall be given in the manner specified in the Agreements (i)
in  the  case of the Guaranteed Parties, at the address specified  for  the
Guaranteed  Parties  in  the  Agreements, and  (ii)  in  the  case  of  the
Guarantors,  at the respective addresses specified for such  Guarantors  in
this Guarantee.

      SECTION  8.   No  Waiver; Remedies.  No failure on the  part  of  the
Guaranteed  Parties  to  exercise, and no delay in  exercising,  any  right
hereunder  shall  operate  as a waiver thereof; nor  shall  any  single  or
partial  exercise  of  any right hereunder preclude any  other  or  further
exercise  thereof  or the exercise of any other right.   No  notice  to  or
demand  on  any Guarantor in any case shall entitle such Guarantor  to  any
other  further  notice or demand in any similar or other  circumstances  or
constitute a waiver of the rights of the Guaranteed Parties to any other or
further action in any circumstances without notice or demand.  The remedies
herein  provided are cumulative and not exclusive of any remedies  provided
by law.

     SECTION 9.  Right of Set-Off.  In addition to and not in limitation of
all  rights of offset that the Guaranteed Parties may have under applicable
law,  the  Guaranteed Parties shall, upon the occurrence of  any  Event  of
Default  and whether or not the Guaranteed Parties have made any demand  or
the  Guaranteed Obligations are matured, have the right to appropriate  and
apply  to  the payment of the Guaranteed Obligations, all  indebtedness  or
property  then  or  thereafter  owing by  the  Guaranteed  Parties  to  any
Guarantor,  whether  or not related to this Guarantee  or  any  transaction
hereunder.   The  Guaranteed  Parties shall promptly  notify  the  relevant
Guarantor of any offset hereunder.

      SECTION  10.   Continuing Guarantee; Transfer of  Obligations.   This
Guarantee  is a continuing guaranty and shall (i) remain in full force  and
effect  until payment in full of the Guaranteed Obligations and  all  other
amounts payable under this Guarantee and the termination of the Agreements,
(ii)  be binding upon each Guarantor, its successors and assigns, and (iii)
inure to the benefit of and be enforceable by the Guaranteed Parties.

      SECTION  11.   Governing  Law.  THIS GUARANTEE  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 NEW YORK (WITHOUT GIVING EFFECT
TO THE CONFLICT OF LAW PRINCIPLES THEREOF).

      SECTION 12.  Subordination of Hughes's Obligations to the Guarantors.
As  an independent covenant, each Guarantor hereby expressly covenants  and
agrees  for the benefit of the Guaranteed Parties that all obligations  and
liabilities   of  Hughes  to  such  Guarantor  of  whatsoever   description
including,  without  limitation,  all  intercompany  receivables  of   such
Guarantor from Hughes ("Junior Claims") shall be subordinate and junior  in
right  of  payment  to all obligations of Hughes to the Guaranteed  Parties
under the terms of the Agreements and the other documents, instruments  and
agreements evidencing any Guaranteed Obligations ("Senior Claims").

      If an Event of Default shall occur, then, unless and until such Event
of Default shall have been cured, waived, or shall have ceased to exist, no
direct  or  indirect payment (in cash, property, securities  by  setoff  or
otherwise) shall be made by Hughes to any Guarantor on account of or in any
manner   in   respect  of  any  Junior  Claim  except  such  payments   and
distributions  the  proceeds of which shall be applied to  the  payment  of
Senior Claims.

      In  the  event of a Proceeding (as hereinafter defined),  all  Senior
Claims shall first be paid in full before any direct or indirect payment or
distribution  (in cash, property, securities by setoff or otherwise)  shall
be  made to any Guarantor on account of or in any manner in respect of  any
Junior  Claim except such payments and distributions the proceeds of  which
shall be applied to the payment of Senior Claims.  For the purposes of  the
previous  sentence,  "Proceeding"  means  Hughes  or  any  Guarantor  shall
commence  a voluntary case concerning itself under the Bankruptcy  Code  of
1978,   as  amended  (the  "Bankruptcy  Code"),  or  any  other  applicable
bankruptcy laws; or any involuntary case is commenced against Hughes or any
Guarantor; or a custodian (as defined in the Bankruptcy Code or  any  other
applicable  bankruptcy laws) is appointed for, or takes charge of,  all  or
any  substantial part of the property of Hughes or any Guarantor, or Hughes
or  any  Guarantor commences any other proceedings under any reorganization
arrangement, adjustment of debt, relief of debtor, dissolution,  insolvency
or  liquidation or similar law of any jurisdiction whether now or hereafter
in  effect  relating to Hughes or any Guarantor, or any such proceeding  is
commenced  against Hughes or any Guarantor, or Hughes or any  Guarantor  is
adjudicated  insolvent or bankrupt; or any order of relief or  other  order
approving  any  such  case  or proceeding is  entered;  or  Hughes  or  any
Guarantor  suffers any appointment of any custodian or the like for  it  or
any  substantial part of its property; or Hughes or any Guarantor  makes  a
general assignment for the benefit of creditors; or Hughes or any Guarantor
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 Hughes  or  any
Guarantor shall call a meeting of its creditors with a view to arranging  a
composition or adjustment of its debts; or Hughes or any Guarantor 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  shall  be
taken  by Hughes or any Guarantor for the purpose of effecting any  of  the
foregoing.

     In the event any direct or indirect payment or distribution is made to
a   Guarantor  in  contravention  of  this  Section  12,  such  payment  or
distribution  shall  be deemed received in trust for  the  benefit  of  the
Guaranteed  Parties and shall be immediately paid over  to  the  Guaranteed
Parties  for  application against the Guaranteed Obligations in  accordance
with the terms of the Agreements.

      Each  Guarantor  agrees to execute such additional documents  as  the
Guaranteed  Parties  may reasonably request to evidence  the  subordination
provided for in this Section 12.

      SECTION  13. Savings Clause.  (a) It is the intent of each  Guarantor
and  the  Guaranteed  Parties  that  each Guarantor's  maximum  obligations
hereunder shall be, but not in excess of:

          (i)  in  a  case or proceeding commenced by or against  such
     Guarantor  under the Bankruptcy Code on or within one  year  from
     the date on which any of the Guaranteed Obligations are incurred,
     the maximum amount which would not otherwise cause the Guaranteed
     Obligations  (or any other obligations of such Guarantor  to  the
     Guaranteed Parties) to be avoidable or unenforceable against such
     Guarantor under (A) Section 548 of the Bankruptcy Code or (B) any
     state fraudulent transfer or fraudulent conveyance act or statute
     applied  in such case or proceeding by virtue of Section  544  of
     the Bankruptcy Code; or
          
          (ii)  in  a case or proceeding commenced by or against  such
     Guarantor  under the Bankruptcy Code subsequent to one year  from
     the date on which any of the Guaranteed Obligations are incurred,
     the maximum amount which would not otherwise cause the Guaranteed
     Obligations  (or  any other obligations of the Guarantor  to  the
     Guaranteed Parties) to be avoidable or unenforceable against such
     Guarantor  under  any  state fraudulent  transfer  or  fraudulent
     conveyance  act or statute applied in any such case or proceeding
     by virtue of Section 544 of the Bankruptcy Code; or
          
          (iii)      in  a case or proceeding commenced by or  against
     such  Guarantor under any law, statute or regulation  other  than
     the  Bankruptcy  Code (including, without limitation,  any  other
     bankruptcy, reorganization, arrangement, moratorium, readjustment
     of debt, dissolution, liquidation or similar debtor relief laws),
     the maximum amount which would not otherwise cause the Guaranteed
     Obligations  (or any other obligations of such Guarantor  to  the
     Guaranteed Parties) to be avoidable or unenforceable against such
     Guarantor  under  such  law,  statute  or  regulation  including,
     without  limitation, any state fraudulent transfer or  fraudulent
     conveyance act or statute applied in any such case or proceeding.

(The   substantive   laws   under   which   the   possible   avoidance   or
unenforceability of the Guaranteed Obligations (or any other obligations of
such  Guarantor to the Guaranteed Parties) shall be determined in any  such
case  or  proceeding  shall hereinafter be referred to  as  the  "Avoidance
Provisions").

          (b)   To the end set forth in Section 13(a), but only to the
     extent that the Guaranteed Obligations would otherwise be subject
     to  avoidance under the Avoidance Provisions if such Guarantor is
     not deemed to have received valuable consideration, fair value or
     reasonably equivalent value for the Guaranteed Obligations, or if
     the  Guaranteed Obligations would render the Guarantor insolvent,
     or  leave  the  Guarantor with an unreasonably small  capital  to
     conduct  its  business, or cause the Guarantor to  have  incurred
     debts  (or  to have intended to have incurred debts)  beyond  its
     ability to pay such debts as they mature, in each case as of  the
     time  any  of the Guaranteed Obligations are deemed to have  been
     incurred  under the Avoidance Provisions and after giving  effect
     to  contribution  as  among Guarantors,  the  maximum  Guaranteed
     obligations  for  which such Guarantor shall be liable  hereunder
     shall  be  reduced  to  that amount which,  after  giving  effect
     thereto, would not cause the Guaranteed Obligations (or any other
     obligations of such Guarantor to the Guaranteed Parties),  as  so
     reduced,   to  be  subject  to  avoidance  under  the   Avoidance
     Provisions.   This Section 13(b) is intended solely  to  preserve
     the  rights  of the Guaranteed Parties hereunder to  the  maximum
     extent  that  would not cause the Guaranteed Obligations  of  any
     Guarantor   to  be  subject  to  avoidance  under  the  Avoidance
     Provisions, and neither such Guarantor nor any other Person shall
     have  any  right  or claim under this Section 13 as  against  the
     Guaranteed Parties that would not otherwise be available to  such
     Person under the Avoidance Provisions.

      SECTION  14.   Information.   Each  of  the  Guarantors  assumes  all
responsibility  for being and keeping itself informed of Hughes'  financial
condition and assets, and of all other circumstances bearing upon the  risk
of  nonpayment  of  the Guaranteed Obligations and the  nature,  scope  and
extent  of the risks that such Guarantor assumes and incurs hereunder,  and
agrees that none of the Guaranteed Parties will have any duty to advise any
of  the Guarantors of information known to it or any of them regarding such
circumstances or risks.

      SECTION  15.  Survival of Agreement.  All agreements, representations
and warranties made herein shall survive the execution and delivery of this
Guarantee.

      SECTION  16.   Counterparts.   This  Guarantee  and  any  amendments,
waivers,  consents  or  supplements  may  be  executed  in  any  number  of
counterparts and by different parties hereto in separate counterparts, each
of  which  when so executed and delivered shall be deemed an original,  but
all  such  counterparts together shall constitute  but  one  and  the  same
instrument.

      SECTION  17.  Additional Guarantors.  Upon execution and delivery  by
any  Material  Subsidiary of Hughes of an instrument in the  form  of  this
Guarantee,  such  Material Subsidiary of Hughes shall  become  a  Guarantor
hereunder with the same force and effect as if originally named a Guarantor
herein (each an "Additional Guarantor").  The execution and delivery of any
such  instrument shall not require the consent of any Guarantor  hereunder.
The rights and obligations of each Guarantor hereunder shall remain in full
force  and  effect notwithstanding the addition of any Additional Guarantor
as a party to this Guarantee.

      SECTION 18.  Successors and Assigns.  This Guarantee shall be binding
upon  the  successors and assigns of the Guarantors.  This Guarantee  shall
inure  to  the  benefit  of the successors and assigns  of  the  Guaranteed
Parties  including any subsequent holder of any Notes.   No  Guarantor  may
assign its obligations hereunder to any other Person.

     SECTION 19.  Defined Terms.  All capitalized terms used herein and not
otherwise  defined herein shall have their respective defined  meanings  as
set forth in the Agreements.



                      [Signatures on Following Page]
     IN WITNESS WHEREOF, each Guarantor and Hughes caused this Guarantee to
be duly executed and delivered by their respective duly authorized officers
as of the date first above written.

                           CAROLINA PUMP & SUPPLY CORP.
                           ONE STOP SUPPLY, INC.
                           USCO INCORPORATED
                           MILLS & LUPTON SUPPLY COMPANY
                           PAINE SUPPLY OF JACKSON, INC.
                           H VENTURE CORP.
                           PORT CITY ELECTRICAL SUPPLY, INC.
                           ELEC-TEL SUPPLY COMPANY
                           ATLANTIC PUMP & EQUIPMENT
                             COMPANY OF MIAMI, INC.
                           FLORIDA PIPE & SUPPLY COMPANY
                           HUGHES ACQUISITION CORP.
                           ELASCO AGENCY SALES, INC.
                           MOORE ELECTRIC SUPPLY, INC.
                           OLANDER & BROPHY, INCORPORATED
                           ELECTRIC LABORATORIES AND SALES
                             CORP.



                           By:
                                 Title:

                           Address for Notices:

                           [Insert Guarantor]
                           c/o Hughes Supply, Inc.
                           20 North Orange Avenue
                           Orlando, Florida 32801
                           Attention: General Counsel


                 [Signatures Continued on Following Page]
                                     
            [Signature Page to Subsidiary Guarantee Agreement]


                           HHH, INC.


                           By:
                                 Title:

                           Address for Notices:

                           [Insert Guarantor]
                           c/o Hughes Supply, Inc.
                           20 North Orange Avenue
                           Orlando, Florida 32801
                           Attention: General Counsel


                 [Signatures Continued on Following Page]
            [Signature Page to Subsidiary Guarantee Agreement]


                           SOUTHWEST STAINLESS, L.P.

                           By:Z&L Acquisition Corp., its general
                                partner


                              By:
                                    Title:

                           Address for Notices:

                           Southwest Stainless, L.P.
                           c/o Hughes Supply, Inc.
                           20 North Orange Avenue
                           Orlando, Florida 32801
                           Attention: General Counsel


                 [Signatures Continued on Following Page]
            [Signatures Page to Subsidiary Guarantee Agreement]


SECTION 12 OF THE
FOREGOING GUARANTEE
ACKNOWLEDGED AND
AGREED TO:

HUGHES SUPPLY, INC.


By:
     Name:  J. Stephen Zepf
     Title:  Treasurer and Chief Financial Officer

                EXHIBIT 4.11(b) TO NOTE PURCHASE AGREEMENT
                                     
                      Form of Contribution Agreement
                                     
                                     
                          CONTRIBUTION AGREEMENT

          THIS  CONTRIBUTION  AGREEMENT, dated as of  May  29,  1996  (this
"Contribution  Agreement"), by and among HUGHES SUPPLY, INC. ("Hughes"),  a
corporation organized and existing under the laws of the State of  Florida,
each  of  the subsidiaries of Hughes, namely CAROLINA PUMP & SUPPLY  CORP.,
d/b/a  Pump  &  Lighting Company and a corporation organized  and  existing
under  the  laws  of the State of Rhode Island, ONE STOP  SUPPLY,  INC.,  a
corporation  organized  and  existing  under  the  laws  of  the  State  of
Tennessee,  USCO INCORPORATED, a corporation organized and  existing  under
the  laws of the State of North Carolina, MILLS & LUPTON SUPPLY COMPANY,  a
corporation  organized  and  existing  under  the  laws  of  the  State  of
Tennessee, PAINE SUPPLY OF JACKSON, INC., d/b/a Paine Supply Company and  a
corporation  organized  and  existing  under  the  laws  of  the  State  of
Mississippi, HHH, INC., a corporation organized and existing under the laws
of  the  State  of Delaware, H VENTURE CORP., a corporation  organized  and
existing  under  the  laws of the State of Florida,  PORT  CITY  ELECTRICAL
SUPPLY,  INC., a corporation organized and existing under the laws  of  the
State  of  Georgia,  ELEC-TEL SUPPLY COMPANY, a corporation  organized  and
existing  under the laws of the State of Georgia, ATLANTIC  PUMP  &  SUPPLY
COMPANY OF MIAMI, INC., a corporation organized and existing under the laws
of  the  State  of  Florida, FLORIDA PIPE & SUPPLY COMPANY,  a  corporation
organized  and  existing  under the laws of the State  of  Florida,  HUGHES
ACQUISITION CORP., a corporation organized and existing under the  laws  of
the  State  of  West  Virginia, ELECTRIC LABORATORIES AND  SALES  CORP.,  a
corporation organized and existing under the laws of the State of Delaware,
ELASCO  AGENCY SALES, INC., a corporation organized and existing under  the
laws  of  the  State  of  Illinois, SOUTHWEST STAINLESS,  L.P.,  a  limited
partnership formed under the laws of the State of Delaware, MOORE  ELECTRIC
SUPPLY,  INC.. a corporation organized and existing under the laws  of  the
State  of North Carolina, and OLANDER & BROPHY, INCORPORATED, a corporation
organized  and existing under the laws of the Commonwealth of  Pennsylvania
(the  foregoing  entities individually a "Guarantor" and  collectively  the
"Guarantors")  for  the purpose of establishing rights and  obligations  of
contribution  among  the  Guarantors  in  connection  with  the   Guarantee
Agreement (as such term is defined below).

                              R E C I T A L S

          WHEREAS,  Hughes  Supply,  Inc.,  a  corporation  organized   and
existing   under  the  laws  of  the  State  of  Florida  ("Hughes"),   and
Metropolitan  Life Insurance Company, The Variable Annuity  Life  Insurance
Company, Independent Life And Accident Insurance Company, American  General
Life  And  Accident  Insurance  Company, American  General  Life  Insurance
Company  of New York, Massachusetts Mutual Life Insurance Company, CM  Life
Insurance   Company,  the  foregoing  corporations,  together  with   their
successors  and assigns, individually a "Guaranteed Party" and collectively
the "Guaranteed Parties") have entered into those certain identical (except
for the names of the purchasers and the amounts of Notes, as defined below,
to  be  purchased)  Note  Purchase Agreements dated  as  of  May  29,  1996
(together the "Agreements" and separately each an "Agreement"), pursuant to
which  Hughes  has issued to the Guaranteed Parties its 7.96% Senior  Notes
due  May  30,  2011  (the "Notes"), in the aggregate  principal  amount  of
$98,000,000;
          
          WHEREAS,  the  obligation of Guaranteed Parties to  purchase  the
Notes  under  the  Agreements is conditioned on, among  other  things,  the
provision of a Contribution Agreement in the form hereof;
          
          WHEREAS,   the  Guarantors  have  entered  into  the   Subsidiary
Guarantee  Agreement  dated  as  of  even  date  herewith  (the  "Guarantee
Agreement") pursuant to which such Guarantors have agreed to guarantee  all
the  obligations  of  Hughes  pursuant to  the  Agreements  and  all  other
Guaranteed Obligations;
          
          WHEREAS,  as  a  result  of  transactions  contemplated  by   the
Agreements, Guarantors will benefit from the Guaranteed Obligations and  in
consideration thereof desire to enter into this Contribution  Agreement  to
provide a fair and equitable arrangement to make contributions in the event
payments are made under the Guarantee Agreement.
          
          NOW,  THEREFORE, in consideration of the foregoing  premises  and
for  other good and valuable consideration, the receipt and sufficiency  of
which  are  hereby  acknowledged, Hughes, each Guarantor hereby  agrees  as
follows:
          
          SECTION  1.      Indemnity and Subrogation.  In addition  to  all
such  rights of indemnity and subrogation as the Guarantors may have  under
applicable law (but subject to Section 3), Hughes agrees that in the  event
a  payment shall be made by any Guarantor under the Guarantee Agreement  in
respect  of  any  Guaranteed  Obligations,  Hughes  shall  indemnify   such
Guarantor  for the full amount of such payment.  Each Guarantor has  waived
its  rights  to  subrogation,  pursuant  to  Section  4  of  the  Guarantee
Agreement.
          
          SECTION  2.      Contribution  and Subrogation.   Each  Guarantor
agrees (subject to Section 3) that in the event a payment shall be made  by
any  Guarantor  under the Guarantee Agreement or assets  of  any  Guarantor
shall  be  sold  to  satisfy  a  claim of any Guaranteed  Party,  and  such
Guarantor  (the  "Claiming Guarantor") shall not have been  indemnified  by
Hughes  as  provided  in Section 1, each other Guarantor  (a  "Contributing
Guarantor")  shall indemnify the Claiming Guarantor in an amount  equal  to
the  amount  of such payment or the greater of the book value or  the  fair
market  value of such assets, as the case may be, multiplied by a fraction,
the numerator of which shall be the net worth of the Contributing Guarantor
on  the  date hereof, and the denominator of which shall be the sum of  the
net  worth  of  all  the Guarantors on the date hereof.   Any  Contributing
Guarantor  making  any  payment to a Claiming Guarantor  pursuant  to  this
Section  2  shall  be  subrogated to the rights of such Claiming  Guarantor
under Section 1 to the extent of such payment.
          
          SECTION  3.     Subordination.  Notwithstanding any provision  of
this  Agreement  to  the contrary, (i) all rights of the  Guarantors  under
Sections  1  and 2 and all other rights of indemnity or contribution  under
applicable law or otherwise shall be fully subordinated to the indefeasible
payment  in  full in cash of the Guaranteed Obligations, and (ii)  no  such
rights  shall  be  exercised until all of the Guaranteed Obligations  shall
have  been  irrevocably paid in full in cash and the Agreements shall  have
been  irrevocably terminated.  If any amount shall be paid to any Guarantor
on account of such indemnity or contribution rights at any time when all of
the  Guaranteed Obligations shall not have been paid in full in cash,  such
amount shall be held in trust for the benefit of the Guaranteed Parties and
shall  forthwith  be  paid to the Guaranteed Parties  to  be  credited  and
applied upon the Guaranteed Obligations in accordance with the terms of the
Agreements.  No failure on the part of Hughes or any Guarantor to make  the
payments required by Sections 1 and 2 (or any other payments required under
applicable law or otherwise) shall in any respect limit the obligations and
liabilities  of any Guarantor with respect to the Guarantee Agreement,  and
each  Guarantor shall remain liable for the full amount of the  obligations
of such Guarantor under such Guarantee Agreement.
          
          SECTION 4.     Allocation.  If at any time there exists more than
one  Claiming  Guarantor  with  respect to the  Guarantee  Agreement,  then
payment from other Guarantors pursuant to this Contribution Agreement shall
be  allocated  among such Claiming Guarantors in proportion  to  the  total
amount  of  money paid for or on account of the Guaranteed  Obligations  by
each such Claiming Guarantor pursuant to the Guarantee Agreement.
          
          SECTION   5.       Preservation  of  Rights.   This  Contribution
Agreement shall not limit or affect any right which any Guarantor may  have
against any other Person that is not a party hereto.
          
          SECTION  6.      Subsidiary Payment.  The amount of  contribution
payable under this Contribution Agreement by any Guarantor with respect  to
the  Guarantee Agreement shall be reduced by the amount of any contribution
paid  hereunder  by  a  Subsidiary of such Guarantor with  respect  to  the
Guarantee Agreement.
          
          SECTION  7.     Asset Sale.  If all of the stock of any Guarantor
shall   be   sold  or  otherwise  disposed  of  (including  by  merger   or
consolidation)  in  an  asset  sale not prohibited  by  the  Agreements  or
otherwise consented to by the Guaranteed Parties under the Agreements,  the
agreements  of  such Guarantor hereunder shall automatically be  discharged
and  released  without any further action by such Guarantor  and  shall  be
assumed  in  full  by  the corporation which prior to such  asset  sale  or
consent owned the stock of such Guarantor, effective as of the time of such
asset  sale or consent.  Hughes shall cause any such corporation  which  is
not  a  Guarantor to become a party to this Contribution Agreement and  the
Guarantee  Agreement unless otherwise agreed in writing by  the  Guaranteed
Parties.
          
          SECTION  8.      Equitable Allocation.  If as  a  result  of  any
reorganization, recapitalization or other corporate change in Hughes or any
of   its  Subsidiaries,  or  as  a  result  of  any  amendment,  waiver  or
modification of the terms and conditions governing the Guarantee  Agreement
or  any  of  the  Guaranteed  Obligations, or for  any  other  reason,  the
contributions  under  this Contribution Agreement become  inequitable,  the
parties  hereto shall promptly modify and amend this Contribution Agreement
to  provide  for  an  equitable  allocation  of  contributions.   All  such
modifications and amendments shall be in writing and signed by all  parties
hereto.
          
          SECTION   9.      Asset  of  Party  to  Which  Contribution   and
Indemnification Are Owing.  The parties hereto acknowledge that  the  right
to  contribution  and indemnification hereunder shall  each  constitute  an
asset  in  favor of the party to which such contribution or indemnification
is owing.
          
          SECTION   10.      Successors  and  Assigns;  Amendments.    This
Contribution  Agreement shall be binding upon each  party  hereto  and  its
respective  successors and assigns and shall inure to the  benefit  of  the
parties  hereto and their respective successors and assigns.  None  of  any
Guarantor's   rights  or  any  interest  therein  under  this  Contribution
Agreement may be assigned or transferred without the written consent of the
Guaranteed  Parties.  In the event of any such transfer  or  assignment  of
rights  by  any Guarantor, the rights and privileges herein conferred  upon
that  Guarantor  shall  automatically extend  to  and  be  vested  in  such
transferee  or  assignee, all subject to the terms and  conditions  hereof.
This  Contribution Agreement shall not be amended without the prior written
consent of the Guaranteed Parties.
          
          SECTION 11.    Termination.  This Contribution Agreement,  as  it
may  be modified or amended from time to time, shall remain in effect,  and
shall  not be terminated as to the Guarantee Agreement, until the Guarantee
Agreement has been discharged or otherwise satisfied in accordance with its
terms.
          
          SECTION 12.    CHOICE OF LAW.  THIS CONTRIBUTION AGREEMENT  SHALL
BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
LAWS  OF  THE  STATE  OF NEW YORK WITHOUT REGARD TO THE  CONFLICT  OF  LAWS
PRINCIPLES THEREOF.
          
          SECTION 13.    Counterparts.  This Contribution Agreement and any
amendments, waivers, consents or supplements may be executed in any  number
of   counterparts  and  by  the  different  parties  hereto   in   separate
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.
          
          SECTION   14.     Additional  Guarantors.   Upon  execution   and
delivery, after the date hereof, by a Material Subsidiary of Hughes  of  an
instrument  in  the  form  of this Contribution  Agreement,  such  Material
Subsidiary of Hughes shall become a Guarantor hereunder with the same force
and effect as if originally named as a Guarantor hereunder.  The rights and
obligations  of  each Guarantor hereunder shall remain in  full  force  and
effect notwithstanding the addition of any new Guarantor as a party to this
Contribution Agreement.
          
          SECTION  15.     Severability.   In  case  any  provision  in  or
obligation  under this Contribution Agreement shall be invalid, illegal  or
unenforceable in any jurisdiction, the validity, legality or 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  16.     Addresses for Notices.  All  notices  and  other
communications  provided  for  hereunder shall  be  in  writing  (including
telegraphic or telecopy communication) and mailed, telegraphed,  telecopied
or delivered, if to any Guarantor, addressed to it at the address set forth
for  such  party in the Guarantee Agreement, and if to any other party,  at
the  address set forth for such party in the Agreements.  All such  notices
and other communications shall be given and deemed to have been received as
provided by the terms of the Agreements.
          
          SECTION  17.   Defined Terms.  All capitalized terms used  herein
and  not defined herein shall have their respective defined meanings as set
forth or used in the Guarantee Agreement.
          
          
                      [Signatures on Following Page]
          IN  WITNESS WHEREOF, Hughes and the Guarantors have duly executed
this Contribution Agreement as of the day and year first above written.

                           CAROLINA PUMP & SUPPLY CORP.
                           ONE STOP SUPPLY, INC.
                           USCO INCORPORATED
                           MILLS & LUPTON SUPPLY COMPANY
                           PAINE SUPPLY OF JACKSON, INC.
                           H VENTURE CORP.
                           PORT CITY ELECTRICAL SUPPLY, INC.
                           ELEC-TEL SUPPLY COMPANY
                           ATLANTIC PUMP & EQUIPMENT
                             COMPANY OF MIAMI, INC.
                           FLORIDA PIPE & SUPPLY COMPANY
                           HUGHES ACQUISITION CORP.
                           ELASCO AGENCY SALES, INC.
                           MOORE ELECTRIC SUPPLY, INC.
                           OLANDER & BROPHY, INCORPORATED
                           ELECTRIC LABORATORIES AND SALES
                             CORP.



                           By:
                                 Title:

                           Address for Notices:

                           [Insert Guarantor]
                           c/o Hughes Supply, Inc.
                           20 North Orange Avenue
                           Orlando, Florida 32801
                           Attention: General Counsel


                 [Signatures Continued on Following Page]
                [Signature Page to Contribution Agreement]


                           HHH, INC.


                           By:
                                 Title:

                           Address for Notices:

                           [Insert Guarantor]
                           c/o Hughes Supply, Inc.
                           20 North Orange Avenue
                           Orlando, Florida 32801
                           Attention: General Counsel


                [Signatures on Continued on Following Page]
                [Signature Page to Contribution Agreement]


                           SOUTHWEST STAINLESS, L.P.

                           By:Z&L Acquisition Corp., its general
                                partner


                              By:
                                    Title:

                           Address for Notices:

                           Southwest Stainless, L.P.
                           c/o Hughes Supply, Inc.
                           20 North Orange Avenue
                           Orlando, Florida 32801
                           Attention: General Counsel

          
                                     
                                     
                                     
                                     
        ==========================================================
                                     
                                     
                            HUGHES SUPPLY, INC.



                                $98,000,000


                    7.96% Senior Notes due May 30, 2011





                                     

                          NOTE PURCHASE AGREEMENT
                                     



                            Dated May 29, 1996
                                     
                                     
        ==========================================================
                             TABLE OF CONTENTS
                                     
1.   AUTHORIZATION OF NOTES                                      1
2.   SALE AND PURCHASE OF NOTES                                  1
3.   CLOSING                                                     1
4.   CONDITIONS TO CLOSING                                       2
     4.1  Representations and Warranties                         2
     4.2  Performance; No Default                                2
     4.3  Compliance Certificates                                2
     4.4  Opinions of Counsel                                    3
     4.5  Purchase Permitted by Applicable Law, etc.             3
     4.6  Sale of Other Notes                                    3
     4.7  Payment of Special Counsel Fees                        3
     4.8  Private Placement Number                               4
     4.9  Changes in Corporate Structure                         4
     4.10 Proceedings and Documents                              4
     4.11 Guarantees of Subsidiaries                             4
5.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY               4
     5.1  Organization; Power and Authority                      4
     5.2  Authorization, etc.                                    5
     5.3  Disclosure                                             5
     5.4  Organization and Ownership of Shares of Subsidiaries;
          Affiliates                                             5
     5.5  Financial Statements                                   6
     5.6  Compliance With Laws, Other Instruments, etc.          7
     5.7  Governmental Authorizations, etc.                      7
     5.8  Litigation; Observance of Agreements, Statutes and
          Orders                                                 7
     5.9  Taxes                                                  7
     5.10 Title to Property; Leases                              8
     5.11 Licenses, Permits, etc                                 8
     5.12 Compliance With ERISA                                  9   
     5.13 Private Offering by the Company                       10
     5.14 Use of Proceeds; Margin Regulations                   10
     5.15 Existing Debt; Future Liens                           10
     5.16 Foreign Assets Control Regulations, etc.              11
     5.17 Status Under Certain Statutes                         11
     5.18 Environmental Matters                                 11
6.   REPRESENTATIONS OF THE PURCHASER                           12
     6.1  Purchase for Investment                               12
     6.2  Source of Funds                                       12
7.   INFORMATION AS TO COMPANY                                  13
     7.1  Financial and Business Information                    13
     7.2  Officer's Certificate                                 16
     7.3  Inspection                                            17
8.   PREPAYMENT OF THE NOTES                                    17
     8.1  Required Prepayments                                  17
     8.2  Optional Prepayments With Make-Whole Amount           18
     8.3  Allocation of Partial Prepayments                     18
     8.4  Maturity; Surrender, etc.                             18
     8.5  Purchase of Notes                                     19
     8.6  Make-Whole Amount                                     19
9.   AFFIRMATIVE COVENANTS                                      20
     9.1  Compliance With Law                                   20
     9.2  Insurance                                             21
     9.3  Maintenance of Properties                             21
     9.4  Payment of Taxes and Claims                           21
     9.5  Corporate Existence, etc.                             22
     9.6  Covenant To Secure Notes Equally.                     22
     9.7  Covenant Relating to Subsidiary Guarantees.           22
     9.8  Ownership of Subsidiary Guarantors.                   22
10.  NEGATIVE COVENANTS                                         23
     10.1 Funded Debt.                                          23
     10.2 Current Debt.                                         23
     10.3 Minimum Net Worth.                                    23
     10.4 Restricted Payments.                                  23
     10.5 Liens.                                                24
     10.6 Priority Debt.                                        26
     10.7 Merger or Consolidation.                              26
     10.8 Sale of Assets.                                       27
     10.9 Transactions With Related Party.                      28
     10.10   Nature of Business.                                28
11.  EVENTS OF DEFAULT                                          28
12.  REMEDIES ON DEFAULT, ETC.                                  30
     12.1 Acceleration                                          30
     12.2 Other Remedies                                        31
     12.3 Rescission                                            31
     12.4 No Waivers or Election of Remedies, Expenses, etc.    32
13.  REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES              32
     13.1 Registration of Notes                                 32
     13.2 Transfer and Exchange of Notes                        32
     13.3 Replacement of Notes                                  33
14.  PAYMENTS ON NOTES                                          33
     14.1 Place of Payment                                      33
     14.2 Home Office Payment                                   34
15.  EXPENSES, ETC                                              34
     15.1 Transaction Expenses                                  34
     15.2 Survival                                              35
16.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
     ENTIRE AGREEMENT                                           35
17.  AMENDMENT AND WAIVER                                       35
     17.1 Requirements                                          35
     17.2 Solicitation of Holders of Notes                      35
     17.3 Binding Effect, etc.                                  36
     17.4 Notes Held by Company, etc.                           36
18.  NOTICES                                                    36
19.  REPRODUCTION OF DOCUMENTS                                  37
20.  CONFIDENTIAL INFORMATION                                   37
21.  SUBSTITUTION OF PURCHASER                                  38
22.  MISCELLANEOUS                                              39
     22.1 Successors and Assigns                                39
     22.2 Payments Due on Non-Business Days                     39
     22.3 Severability                                          39
     22.4 Construction                                          39
     22.5 Counterparts                                          39
     22.6 Governing Law                                         40
     
SCHEDULE A     --   Information Relating to Purchasers

SCHEDULE B     --   Defined Terms

SCHEDULE 4.9   --   Changes in Corporate Structure

SCHEDULE 4.11  --   Subsidiaries Executing and Delivering Guarantees

SCHEDULE 5.3   --   Disclosure Materials

SCHEDULE 5.4   --   Subsidiaries of the Company and Ownership of
                      Subsidiary Stock; Company's Affiliates; Company's
                      Directors and Senior Officers

SCHEDULE 5.5   --   Financial Statements

SCHEDULE 5.8   --   Certain Litigation

SCHEDULE 5.11  --   Patents, etc.

SCHEDULE 5.14  --   Use of Proceeds

SCHEDULE 5.15  --   Existing Debt

SCHEDULE 10.5  --   Liens

EXHIBIT 1      --   Form of 7.96% Senior Note due May 30, 2011

EXHIBIT 4.4(a) --   Matters To Be Covered by Opinion of General
                      Counsel for the Company

EXHIBIT 4.4(b) --   Matters To Be Covered by Opinion of Special
                      Counsel to the Purchasers

EXHIBIT 4.11(a)     --   Form of Guarantee

EXHIBIT 4.11(b)     --   Form of Contribution Agreement
                                     
_______________________________
1    is a 1% general partner of Southwest Stainless, L.P.
2    is a 99% general partner of Southwest Stainless, L.P.