10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 2, 2003

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 001-08772

HUGHES SUPPLY, INC.

(Exact name of registrant as specified in its charter)

Florida	59-0559446
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

20 North Orange Avenue

Suite 200

Orlando, Florida 32801

(Address of principal executive offices)

(407) 841-4755

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x                 No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes x                 No ¨

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock	Outstanding as of June 13, 2003
$1 Par Value	23,464,776

HUGHES SUPPLY, INC.

FORM 10-Q

INDEX

		Page(s)
PART I.    FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Income for the Three Months Ended May 2, 2003 and May 3, 2002 (unaudited)	3
	Consolidated Balance Sheets as of May 2, 2003 (unaudited) and January 31, 2003	4
	Consolidated Statements of Cash Flows for the Three Months Ended May 2, 2003 and May 3, 2002 (unaudited)	5
	Notes to Consolidated Financial Statements (unaudited)	6–11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12–19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4.	Controls and Procedures	20
PART II.    OTHER INFORMATION
Item 6.	Exhibits and Reports on Form 8-K	21
SIGNATURES		22
CERTIFICATIONS		23–24

2

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

HUGHES SUPPLY, INC.

Consolidated Statements of Income (unaudited)

(in millions, except per share data)

	Three Months Ended
	May 2, 2003			May 3, 2002
Net Sales	$	782.8		$	790.0
Cost of Sales		607.2			608.8
Gross Profit		175.6			181.2
Operating Expenses:
Selling, general and administrative		144.8			149.3
Depreciation and amortization		5.1			5.0
Total operating expenses		149.9			154.3
Operating Income		25.7			26.9
Other Income (Expense):
Interest and other income		1.7			2.1
Interest expense		(7.7	)		(8.0	)
		(6.0	)		(5.9	)
Income Before Income Taxes		19.7			21.0
Income Taxes		7.9			8.6
Net Income	$	11.8		$	12.4
Earnings Per Share:
Basic	$	0.52		$	0.54
Diluted	$	0.51		$	0.52
Weighted-Average Shares Outstanding:
Basic		22.8			23.2
Diluted		23.1			23.6
Dividends Per Share	$	0.100		$	0.085

The accompanying notes are an integral part of these consolidated financial statements.

3

HUGHES SUPPLY, INC.

Consolidated Balance Sheets

(in millions, except share and per share data)

	May 2, 2003 (unaudited)			January 31, 2003
Assets
Current Assets:
Cash and cash equivalents	$	2.0		$	1.7
Accounts receivable, less allowance for doubtful accounts of $10.0 and $8.5		459.8			423.1
Inventories		466.5			438.5
Deferred income taxes		18.9			19.7
Other current assets		41.1			48.5
Total current assets		988.3			931.5
Property and Equipment		163.6			157.8
Goodwill		320.1			320.1
Other Assets		29.1			26.9
	$	1,501.1		$	1,436.3
Liabilities and Shareholders’ Equity
Current Liabilities:
Current portion of long-term debt	$	63.7		$	63.8
Accounts payable		274.8			230.0
Accrued compensation and benefits		23.6			43.3
Other current liabilities		39.6			35.6
Total current liabilities		401.7			372.7
Long-Term Debt		402.1			378.1
Deferred Income Taxes		40.6			34.0
Other Noncurrent Liabilities		7.7			6.7
Total liabilities		852.1			791.5
Commitments and Contingencies
Shareholders’ Equity:
Preferred stock, no par value; 10,000,000 shares authorized; none issued		—			—
Common stock, par value $1 per share; 100,000,000 shares authorized; 23,925,876 and 23,935,764 shares issued		23.9			23.9
Capital in excess of par value		222.2			222.4
Retained earnings		426.1			416.7
Treasury stock, 498,600 and 245,700 shares, at cost		(12.7	)		(6.8	)
Unearned compensation related to outstanding restricted stock		(10.5	)		(11.4	)
Total shareholders’ equity		649.0			644.8
	$	1,501.1		$	1,436.3

The accompanying notes are an integral part of these consolidated financial statements.

4

HUGHES SUPPLY, INC.

Consolidated Statements of Cash Flows (unaudited)

(in millions)

	Three Months Ended
	May 2, 2003			May 3, 2002
Cash Flows from Operating Activities:
Net income	$	11.8		$	12.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		5.1			5.0
Provision for doubtful accounts		2.0			3.9
Deferred income taxes		7.4			0.9
Other		0.8			0.9
Changes in assets and liabilities, net of businesses acquired:
Accounts receivable		(38.7	)		(47.9	)
Inventories		(28.0	)		(6.9	)
Other current assets		7.4			28.7
Other assets		(1.2	)		(0.2	)
Accounts payable		44.5			55.8
Accrued compensation and benefits		(19.7	)		(9.6	)
Other current liabilities		4.0			10.7
Other noncurrent liabilities		1.0			0.1
Net cash (used in) provided by operating activities		(3.6	)		53.8
Cash Flows from Investing Activities:
Capital expenditures		(5.3	)		(2.4	)
Proceeds from sale of property and equipment		0.1			1.3
Net cash used in investing activities		(5.2	)		(1.1	)
Cash Flows from Financing Activities:
Net borrowings (payments) under short-term debt arrangements		20.8			(52.8	)
Principal payments on other debt		(2.6	)		—
Purchase of treasury shares		(6.0	)		—
Dividends paid		(2.4	)		(2.0	)
Other		(0.7	)		(1.7	)
Net cash provided by (used in) financing activities		9.1			(56.5	)
Net Increase (Decrease) in Cash and Cash Equivalents		0.3			(3.8	)
Cash and Cash Equivalents, Beginning of Period		1.7			6.8
Cash and Cash Equivalents, End of Period	$	2.0		$	3.0

The accompanying notes are an integral part of these consolidated financial statements.

5

HUGHES SUPPLY, INC.

Notes to Consolidated Financial Statements (unaudited)

Note 1. Basis of Presentation

In the opinion of Hughes Supply, Inc. (the “Company”), the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of May 2, 2003, the results of operations for the three months ended May 2, 2003 and May 3, 2002, and cash flows for the three months then ended. The results of operations for the three months ended May 2, 2003 are not necessarily indicative of the trends or results that may be expected for the full year. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been omitted from these interim consolidated financial statements. Accordingly, these interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K (the “Annual Report”) for the year ended January 31, 2003, as filed with the Securities and Exchange Commission.

Business

Founded in 1928, the Company is a diversified wholesaler of construction and industrial materials, equipment, and supplies. The Company distributes its products to three primary end markets, including commercial, residential, and industrial public infrastructure markets throughout North America. The Company distributes over 300,000 products, representing three broad product groups, through approximately 450 wholesale branches and six central distribution centers located in 34 states. The Company’s principal customers are electrical, plumbing and mechanical contractors, electric utility customers, property management companies, municipalities, and industrial companies. Industrial companies include businesses in the petrochemical, food and beverage, pulp and paper, mining, pharmaceutical, and marine industries.

Fiscal Year

The fiscal year of the Company is a 52 or 53-week period ending on the last Friday in January. Fiscal year 2004 will be a 52-week period while fiscal year 2003 was a 53-week period. The three months ended May 2, 2003 and May 3, 2002 contained 13 and 14 weeks, respectively.

Reclassifications

Certain prior year amounts in the consolidated financial statements have been reclassified to conform to current year presentation. These reclassifications had no net impact on previously reported results of operations.

Recent Accounting Pronouncements

Statement of Financial Accounting Standards (“FAS”) 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, was issued in April 2003 and amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FAS 133, Accounting for Derivative Instruments and Hedging Activities. FAS 149 provides greater clarification of the characteristics of a derivative instrument so that contracts with similar characteristics will be accounted for consistently. In general, FAS 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. As the Company does not currently have any derivative financial instruments, the adoption of FAS 149 is not expected to have any impact on the Company’s consolidated financial statements.

6

FAS 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, was issued in May 2003 and clarifies the accounting for certain financial instruments with characteristics of both liabilities and equity and requires that those instruments be classified as liabilities in statements of financial position. Previously, many of those financial instruments were classified as equity. FAS 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. As the Company does not have any of these financial instruments, the adoption of FAS 150 is not expected to have any impact on the Company’s consolidated financial statements.

Note 2. Stock-Based Compensation

The Company accounts for its stock option plans using the intrinsic value based method of accounting, under which no compensation expense has been recognized for stock option awards granted at fair market value. For purposes of pro forma disclosures under FAS 123, Accounting for Stock-Based Compensation, as amended by FAS 148, Accounting for Stock-Based Compensation—Transition and Disclosure, the estimated fair value of the stock options is amortized to compensation expense over the options’ vesting period. The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested awards in each period (in millions except per share data):

	Three Months Ended
	May 2, 2003			May 3, 2002
Net income as reported:	$	11.8		$	12.4
Deduct:  Total stock-based compensation expense determined under the                fair value based method for all awards, net of related tax effects		(0.7	)		(0.2	)
Pro forma net income	$	11.1		$	12.2
Earnings per share:
Basic—as reported	$	0.52		$	0.54
Basic—pro forma	$	0.49		$	0.53
Diluted—as reported	$	0.51		$	0.52
Diluted—pro forma	$	0.48		$	0.52

The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions for grants issued during the first quarter of fiscal 2004 and 2003:

	Three Months Ended
	May 2, 2003		May 3, 2002
Risk-free interest rates	3.6	%	5.6	%
Dividend yield	1.5	%	1.5	%
Expected volatility	42.5	%	40.3	%
Expected stock option lives	8		8

The weighted-average estimated fair value of employee stock options granted during the three months ended May 2, 2003 and May 3, 2002 was $10.38 and $18.65 per share, respectively. The pro forma calculations above do not include the effects of options granted prior to fiscal 1996.

7

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Option-pricing models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions could materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

Note 3. Branch Closures and Consolidations Activities

As more fully disclosed in Note 5 of the Company’s notes to the consolidated financial statements in the fiscal 2003 Annual Report, the Company’s management approved a plan to close and consolidate certain branches because they did not strategically fit into the Company’s core businesses and/or they did not perform to management’s expectations. The liability balance included in other current liabilities related to the Company’s closure activities totaled $1.0 million and $1.2 million as of May 2, 2003 and January 31, 2003, respectively. The reduction of $0.2 million was attributable to lease payments made in the first quarter of fiscal 2004.

There have been no material changes to the Company’s plans or estimates at May 2, 2003, and no additional charges were recorded in the three month period ended May 2, 2003 related to management’s plan.

Effective January 1, 2003, the Company adopted FAS 146, Accounting for Costs Associated with Exit or Disposal Activities, which addresses the recognition, measurement, and reporting of costs that are associated with exit and disposal activities. FAS 146 was effective for exit or disposal activities initiated after December 31, 2002. There have been no such activities initiated in fiscal 2004 and accordingly, the adoption of this statement has had no impact on the Company’s consolidated financial statements.

Note 4. Long-Term Debt

Long-term debt at May 2, 2003 and January 31, 2003 consisted of the following (in millions):

	May 2, 2003			January 31, 2003
8.27% senior notes, due 2003	$	19.0		$	19.0
8.27% senior notes, due 2005		16.8			16.8
8.42% senior notes, due 2007		103.0			103.0
7.96% senior notes, due 2011		79.3			79.3
7.14% senior notes, due 2012		36.2			36.2
7.19% senior notes, due 2012		40.0			40.0
6.74% senior notes, due 2013		47.6			50.0
Unsecured bank notes under $252.5 revolving credit agreement, payable March 26, 2007, with an interest rate of 2.3% at May 2, 2003		45.0			72.4
Commercial paper with an interest rate of 1.9% at May 2, 2003		48.2			—
Other notes payable with varying interest rates of 2.4% to 23.0% at May 2, 2003 with due dates between 2003 to 2016		30.7			25.2
		465.8			441.9
Less current portion		(63.7	)		(63.8	)
	$	402.1		$	378.1

8

On March 26, 2003, the Company replaced its existing $275.0 million revolving credit agreement, which was scheduled to mature on January 25, 2004, with a new $252.5 million revolving credit agreement (the “new credit agreement”), subject to borrowing limitations, which matures on March 26, 2007. The new credit agreement is unsecured and contains financial and other covenants, including limitations on dividends and maintenance of certain financial ratios. Interest is payable at market rates plus applicable margins and commitment fees of 0.25% are paid on the new credit agreement.

On May 22, 2003, the Company amended the new credit agreement to increase maximum borrowing capacity from $252.5 million to $290.0 million effective June 9, 2003.

At May 2, 2003, the Company was in compliance with all financial covenants.

Note 5. Earnings Per Share

Basic earnings per share are calculated by dividing net income by the weighted-average number of shares outstanding. Diluted earnings per share include the additional dilutive effect of the Company’s potential common shares, which includes certain employee and director stock options, and unvested shares of restricted stock. The following summarizes the incremental shares from these potentially dilutive common shares, calculated using the treasury method, as included in the calculation of diluted weighted-average shares:

	Three Months Ended
	May 2, 2003	May 3, 2002
Basic weighted-average shares outstanding	22,844,170	23,158,650
Incremental shares resulting from:
Stock options	75,301	199,685
Restricted stock	196,852	273,795
Diluted weighted-average shares outstanding	23,116,323	23,632,130

Excluded from the above computation of weighted-average shares outstanding for diluted earnings per share for the three months ended May 2, 2003 were options and unvested shares of restricted stock to purchase 883,159 shares of common stock at an average price of $33.45 because their effect would have been anti-dilutive. All stock options and restricted stock as of May 3, 2002 were dilutive and, therefore, included in the computation of diluted earnings per share for the three months ended May 3, 2002.

Note 6. Capital Stock

On March 15, 1999, the Company’s board of directors authorized the Company to repurchase up to 2,500,000 shares of its outstanding common stock to be used for general corporate purposes. Since March 15, 1999, the Company has repurchased a total of 1,831,400 shares at an average price of $22.91 per share, of which 258,600 shares at an average price of $23.39 were repurchased during the first quarter of fiscal 2004. Shares repurchased totaled $6.0 million in the first quarter of fiscal 2004. There were no shares repurchased during the first quarter of fiscal 2003.

Treasury stock of 5,700 and 24,251 shares in the first quarter of fiscal 2004 and 2003, respectively, were issued under stock option plans.

9

Note 7. Supplemental Cash Flows Information

Additional supplemental information related to the accompanying consolidated statements of cash flows is as follows:

	Three Months Ended
	May 2, 2003			May 3, 2002
Income taxes refunded	$	(0.4	)	$	(13.1	)
Interest paid		2.5			2.1
Property acquired with debt		5.7			0.6

During the first quarter of fiscal 2003, the Company awarded certain key employees 10,000 restricted shares of the Company’s common stock, in accordance with the 1997 Executive Stock Plan. There were no restricted stock grants made to employees during the first quarter of fiscal 2004.

Dividends declared but not paid totaled $2.3 million and $2.0 million at May 2, 2003 and May 3, 2002.

Note 8. Segment Information

The Company’s operations are under the management of three group (“Group”) presidents, and are organized on a product basis into three stand-alone Groups: Electrical/Plumbing; Industrial; and Water & Sewer/Building Materials. The Electrical/Plumbing Group includes the Company’s electrical and electric utility products, plumbing products, and heating, ventilation and air conditioning (“HVAC”) products. The Industrial Group includes the Company’s industrial pipe, valves, and fittings products. The Water & Sewer/Building Materials Group includes the Company’s water and sewer products, building materials products and maintenance supplies, fire protection products, and concrete products. The “Corporate & Other” category includes corporate level expenses not allocated to the Company’s operating Groups. These three Groups represent the Company’s reportable segments. This is the basis management uses for making operating decisions and assessing performance, and is on a basis consistent with how business activities are reported internally to management and the board of directors.

Intersegment sales are excluded from net sales presented for each Group. Operating income includes certain corporate expense allocations for employee benefits, corporate capital charges, data processing expenses, and property/casualty insurance. These allocations are based on consumption or at a standard rate determined by management.

The following table presents net sales and other financial information by Group for the first quarter of fiscal 2004 and 2003 (in millions):

	Electrical/ Plumbing		Industrial		Water & Sewer/Building Materials		Corporate & Other			Total
Net sales
2004	$	393.3	$	73.1	$	316.4	$	—		$	782.8
2003		375.4		84.3		330.3		—			790.0
Operating income (loss)
2004	$	7.9	$	4.7	$	12.6	$	0.5		$	25.7
2003		7.7		7.3		14.0		(2.1	)		26.9
Depreciation and amortization
2004	$	1.6	$	0.2	$	1.2	$	2.1		$	5.1
2003		1.5		0.2		1.5		1.8			5.0

10

The following table presents the Company’s accounts receivable net of the allowance for doubtful accounts, inventories, and goodwill for each Group at May 2, 2003 and January 31, 2003 (in millions):

	As of May 2, 2003
	Accounts Receivable		Inventories		Goodwill		Group Assets
Electrical/Plumbing	$	206.1	$	211.2	$	118.5	$	535.8
Industrial		41.0		116.8		56.4		214.2
Water & Sewer/Building Materials		212.7		138.5		145.2		496.4
Total	$	459.8	$	466.5	$	320.1		1,246.4
Cash and cash equivalents								2.0
Deferred income taxes								18.9
Other current assets								41.1
Property and equipment								163.6
Other assets								29.1
Total Assets							$	1,501.1
	As of January 31, 2003
	Accounts Receivable		Inventories		Goodwill		Group Assets
Electrical/Plumbing	$	193.1	$	201.3	$	118.5	$	512.9
Industrial		41.2		117.3		56.4		214.9
Water & Sewer/Building Materials		188.8		119.9		145.2		453.9
Total	$	423.1	$	438.5	$	320.1		1,181.7
Cash and cash equivalents								1.7
Deferred income taxes								19.7
Other current assets								48.5
Property and equipment								157.8
Other assets								26.9
Total Assets							$	1,436.3

11

PART I.    FINANCIAL INFORMATION — Continued

HUGHES SUPPLY, INC.

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion and analysis of certain significant factors that have affected the financial condition of the Company as of May 2, 2003, and the results of operations for the first quarter of fiscal 2004 and 2003. This information should be read in conjunction with the Company’s consolidated financial statements and the notes thereto contained herein and in the Company’s Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended January 31, 2003.

Forward-Looking Statements

Certain statements set forth in this report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, and are subject to the safe harbor provisions created by such sections. When used in this report, the words “believe”, “anticipate”, “estimate”, “expect”, “may”, “will”, “should”, “plan”, “intend”, and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be different from any future results, performance, and achievements expressed or implied by these statements. These risks and uncertainties include, but are not limited to, the strength of the construction market, fluctuating commodity prices and unexpected product shortages, competition, the Company’s reliance on key personnel, general economic conditions, success in integrating acquired business units, the Company’s dependence on credit sales, and other factors set forth from time to time in filings with the Securities and Exchange Commission. The Company does not have any obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

Material Changes in Results of Operations

Business

Founded in 1928, the Company is a diversified wholesaler of construction and industrial materials, equipment, and supplies. The Company distributes its products to three primary end markets, including commercial, residential, and industrial public infrastructure markets throughout North America. The Company distributes over 300,000 products, representing three major product groups, through approximately 450 wholesale branches and six central distribution centers located in 34 states. The Company’s principal customers are electrical, plumbing and mechanical contractors, electric utility customers, property management companies, municipalities, and industrial companies. Industrial companies include businesses in the petrochemical, food and beverage, pulp and paper, mining, pharmaceutical, and marine industries.

Fiscal Year

The fiscal year of the Company is a 52 or 53-week period ending on the last Friday in January. Fiscal year 2004 will be a 52-week period while fiscal year 2003 was a 53-week period. The three months ended May 2, 2003 and May 3, 2002 contained 13 and 14 weeks, respectively.

Segment Information

The Company’s operations are under the management of three group (“Group”) presidents, and are organized on a product basis into three stand-alone Groups: Electrical/Plumbing; Industrial; and Water & Sewer/Building Materials. The Electrical/Plumbing Group includes the Company’s electrical and electric utility products, plumbing products, and heating, ventilation and air conditioning (“HVAC”) products. The Industrial Group includes the Company’s industrial pipe, valves, and fittings products. The Water & Sewer/Building Materials Group includes the Company’s water and sewer products, building materials products and maintenance supplies, fire protection products, and concrete products. The “Corporate & Other” category includes corporate level expenses not allocated to the Company’s operating Groups. These three Groups represent the Company’s

12

reportable segments. This is the basis management uses for making operating decisions and assessing performance, and is on a basis consistent with how business activities are reported internally to management and the board of directors.

Comparable Branch Sales Methodology

The Company computes and discloses comparable branch sales, which exclude net sales related to (a) acquired and newly-opened branches until operating results are included in the consolidated financial statements for all periods in the current and prior fiscal years, (b) branch combinations and splits unless within the same Group and physical location, and (c) closed and divested branches. All comparable branch sales amounts and percentages presented in this report exclude the impact of the additional week of net sales included in the first quarter of fiscal 2003.

Net Sales

Net sales in the first quarter of fiscal 2004 totaled $782.8 million, a decrease of $7.2 million or 0.9%, compared to the prior year’s first quarter net sales of $790.0 million. Comparable branch sales remained relatively flat despite a continuing challenging economy, particularly in the industrial, non-residential building, and commercial construction sectors. Net sales in the first quarter of fiscal 2004 included sales from the acquisition of Utiliserve Holdings, Inc. and its subsidiaries (“Utiliserve”), which was completed in August 2002, while net sales in the prior year’s first quarter included the benefit of an additional fiscal week as presented below (dollars in millions):

	Consolidated Net Sales
	Three Months Ended
	May 2, 2003		May 3, 2002		Percent Variance
Comparable branch sales	$	725.8	$	728.7	(0.4	)%
Acquired and newly-opened branches		55.3		—
Closed and/or combined branches		1.7		6.2
Additional week		—		55.1
	$	782.8	$	790.0	(0.9	)%

Consolidated and comparable branch sales by Group in the first quarter of fiscal 2004 and 2003 were as follows (dollars in millions):

	Consolidated Net Sales						Comparable Branch Sales
	Three Months Ended						Three Months Ended
	May 2, 2003		May 3, 2002		Percent Variance		May 2, 2003		May 3, 2002		Percent Variance
Electrical/Plumbing	$	393.3	$	375.4	4.8	%	$	338.7	$	345.1	(1.9	)%
Industrial		73.1		84.3	(13.3	)%		73.1		78.5	(6.9	)%
Water & Sewer/Building Materials		316.4		330.3	(4.2	)%		314.0		305.1	2.9	%
	$	782.8	$	790.0	(0.9	)%	$	725.8	$	728.7	(0.4	)%

The following sets forth factors impacting net sales for the Company’s operating Groups:

Electrical/Plumbing

Net sales in the first quarter of fiscal 2004 increased $17.9 million or 4.8% compared to the prior year’s first quarter. The acquisition of Utiliserve accounted for $52.2 million of this increase, partially offset by a decrease

13

of $26.6 million of net sales from the additional week in the first quarter of fiscal 2003 and $1.3 million from the closing and/or combining of branches. Comparable branch sales decreased $6.4 million or 1.9%. The comparable branch sales decrease primarily stems from the electrical product line as a result of the continued weakness in the commercial market, particularly in office building and hotel & motel construction. The plumbing business also continues to operate in a competitive environment, which has created pricing pressure on newer projects.

Industrial

Net sales in the first quarter of fiscal 2004 decreased $11.2 million or 13.3% compared to the prior year’s first quarter. Of the total $11.2 million decrease in net sales, $7.2 million resulted from the additional week in the first quarter of fiscal 2003 and $5.4 million or 6.9% related to a decline in comparable branch sales. Partially offsetting these decreases were acquired and newly-opened branch sales of $1.4 million. Comparable branch sales decreased primarily due to the downward trend in power industry spending and uncertainties surrounding the war in Iraq. These two factors resulted in the postponement and cancellation of certain power generation and petrochemical plant construction and rehabilitation projects combined with a moratorium on capital spending and a decrease in the fabrication business. Net sales for the Industrial Group may continue to be negatively impacted in the near term as a result of the postponement and cancellation of these projects.

Water & Sewer/Building Materials

Net sales in the first quarter of fiscal 2004 decreased $13.9 million or 4.2% compared to the prior year’s first quarter. This decrease resulted from the additional week in the first quarter of fiscal 2003, which added $21.3 million to net sales in fiscal 2003, and a decline of $3.2 million from the closing and combining of branches. Partially offsetting this decrease was growth of $8.9 million or 2.9% in comparable branch sales combined with $1.7 million in net sales from acquired and newly-opened branches. This increase was a result of growth in the maintenance supplies product line due largely to increased demand for multi-family dwellings. Comparable branch sales in the water & sewer product line were favorably impacted by increased subdivision jobs, new department of transportation projects, and increased sewer and waterline projects. Non-building construction starts were also up, with an increase primarily in new highway starts.

Gross Profit and Gross Margin

Gross profit in the first quarter of fiscal 2004 totaled $175.6 million, a decrease of $5.6 million or 3.1%, compared to the prior year’s first quarter gross profit of $181.2 million. Comparable branch gross profit remained relatively flat despite the continued slowdown in the commercial and non-residential sectors combined with competitive pricing pressures in the Electrical/Plumbing Group. Gross profit in the first quarter of fiscal 2004 included gross profit from the acquisition of Utiliserve while gross profit in the prior year’s first quarter included the benefit of an additional fiscal week as presented below (dollars in millions):

	Gross Profit
	Three Months Ended
	May 2, 2003		May 3, 2002		Percent Variance
Comparable branch gross profit	$	167.0	$	167.7	(0.4	)%
Acquired and newly-opened branches		8.0		—
Closed and/or combined branches		0.6		0.5
Additional week		—		13.0
	$	175.6	$	181.2	(3.1	)%

Gross margin totaled 22.4% and 22.9% in the first quarter of fiscal 2004 and 2003, respectively. The net reduction of 50 basis points in gross margin was largely attributable to the acquisition of Utiliserve, which

14

generates lower gross margins than the Company’s average, and changes in sales mix partially offset by favorable vendor rebates.

Operating Expenses

Operating expenses in the first quarter of fiscal 2004 and 2003 were as follows (dollars in millions):

	Operating Expenses									% of Net Sales
	Three Months Ended									Three Months Ended
	May 2, 2003		May 3, 2002		Dollar Variance			Percent Variance		May 2, 2003		May 3, 2002
Personnel expenses	$	95.3	$	98.8	$	(3.5	)	(3.5	)%	12.2	%	12.5	%
Other selling, general and administrative expenses		49.5		50.5		(1.0	)	(2.0	)%	6.3	%	6.4	%
Depreciation and amortization		5.1		5.0		0.1		2.0	%	0.7	%	0.6	%
	$	149.9	$	154.3	$	(4.4	)	(2.9	)%	19.1	%	19.5	%

As a percentage of net sales, personnel expenses decreased to 12.2% in the first quarter of fiscal 2004 from 12.5% in the prior year’s first quarter. The Company’s workforce increased to approximately 7,200 employees at May 2, 2003 from approximately 7,100 employees at May 3, 2002. The first quarter of fiscal 2004 includes approximately 200 employees related to the acquisition of Utiliserve, which added $2.9 million of personnel expenses in the first quarter of fiscal 2004. Excluding the acquisition of Utiliserve, the Company’s overall workforce decreased 1.4% from fiscal 2003. Personnel expenses were also impacted by the additional week included in the first quarter of fiscal 2003, which added $7.2 million to the prior year’s first quarter.

As a percentage of net sales, other selling, general and administrative expenses remained relatively flat at 6.3% and 6.4% in the first quarter of fiscal 2004 and 2003, respectively. The acquisition of Utiliserve in the third quarter of fiscal 2003 added $2.8 million of other selling, general and administrative expenses in the first quarter of fiscal 2004, and the additional week added approximately $1.2 million of such expenses in the first quarter of fiscal 2003.

Operating Income

Operating income in the first quarter of fiscal 2004 totaled $25.7 million, a decrease of $1.2 million or 4.5%, compared to the prior year’s first quarter operating income of $26.9 million. This decrease was primarily attributable to the additional week included in the first quarter of fiscal 2003, which added approximately $4.6 million of operating income to the prior year’s first quarter. Partially offsetting this decrease was operating income from the acquisition of Utiliserve. As a percentage of net sales, operating income totaled 3.3% and 3.4% in the first quarter of fiscal 2004 and 2003, respectively. The slight decrease was attributable to the leverage gained in the first quarter of fiscal 2003 as a result of the additional week of net sales.

Operating income by Group in the first quarter of fiscal 2004 and 2003 was as follows (dollars in millions):

	Operating Income (Loss)							% of Net Sales
	Three Months Ended							Three Months Ended
	May 2, 2003		May 3, 2002			Percent Variance		May 2, 2003		May 3, 2002		Basis Points
Electrical/Plumbing	$	7.9	$	7.7		2.6	%	2.0	%	2.1	%	(10	)
Industrial		4.7		7.3		(35.6	)%	6.4	%	8.7	%	(230	)
Water & Sewer/Building Materials		12.6		14.0		(10.0	)%	4.0	%	4.2	%	(20	)
Corporate & Other		0.5		(2.1	)	123.8	%	—		—		—
	$	25.7	$	26.9		(4.5	)%	3.3	%	3.4	%	(10	)

15

Electrical/Plumbing

As a percentage of net sales, operating income remained relatively flat at 2.0% and 2.1% in the first quarter of fiscal 2004 and 2003, respectively. The slight decline was attributable to the leverage gained in the first quarter of fiscal 2003 from the additional week of net sales partially offset by the acquisition of Utiliserve, which generates higher operating income returns on net sales than the Electrical/Plumbing Group as a whole. Additionally, operating income in the first quarter of fiscal 2003 was unfavorably impacted by non-recurring provisions for doubtful accounts totaling $0.9 million associated with the Company’s international business.

Industrial

As a percentage of net sales, operating income decreased to 6.4% in the first quarter of fiscal 2004 from 8.7% in the prior year’s first quarter. The decrease in operating income as a percentage of net sales was primarily driven by reduced sales volumes in the first quarter of fiscal 2004 combined with the leverage gained in the first quarter of fiscal 2003 from the additional week of net sales.

Water & Sewer/Building Materials

As a percentage of net sales, operating income declined to 4.0% in the first quarter of fiscal 2004 from 4.2% in the prior year’s first quarter. This decrease resulted from the leverage gained from the additional week of net sales included in the first quarter of fiscal 2004.

Interest and Other Income

Interest and other income totaled $1.7 million and $2.1 million in the first quarter of fiscal 2004 and 2003, respectively. The decrease of $0.4 million was largely due to reduced service charge income combined with the elimination of equity income in an unconsolidated affiliate, which was sold in December 2002.

Interest Expense

Interest expense totaled $7.7 million and $8.0 million in the first quarter of fiscal 2004 and 2003, respectively. The decrease in fiscal 2004 was primarily due to lower average interest rates partially offset by higher outstanding debt balances in fiscal 2004. Total debt increased $95.2 million or 25.7% from $370.6 million as of May 3, 2002 to $465.8 million of May 2, 2003. Borrowing levels were increased from the first quarter of fiscal 2003 to fund the acquisition of Utiliserve along with the working capital needs of the Company, including strategic inventory purchases in the Electrical/Plumbing and Water & Sewer/Building Materials Groups.

Income Taxes

The Company’s effective tax rate was 40.0% and 41.0% in the first quarter of fiscal 2004 and 2003, respectively. The decrease was attributable primarily to a lower effective state income tax rate.

Net Income

Net income totaled $11.8 million and $12.4 million in the first quarter of fiscal 2004 and 2003, respectively. Diluted earnings per share were $0.51 and $0.52 on 23.1 million and 23.6 million shares outstanding, in the first quarter of fiscal 2004 and 2003, respectively. The factors impacting net income and diluted earnings per share have been enumerated above.

16

Liquidity and Capital Resources

The following sets forth certain measures of the Company’s liquidity (dollars in millions):

	Three Months Ended
	May 2, 2003			May 3, 2002
Net cash (used in) provided by operating activities	$	(3.6	)	$	53.8
Net cash used in investing activities		(5.2	)		(1.1	)
Net cash provided by (used in) financing activities		9.1			(56.5	)
	May 2, 2003			January 31, 2003
Working capital	$	586.6		$	558.8
Current ratio		2.5 to 1			2.5 to 1
Debt to total capital		41.8	%		40.7	%

Working Capital

Higher levels of accounts receivable ($36.7 million) and inventories ($28.0 million) combined with lower accrued compensation and benefits ($19.7 million) balances partially offset by higher accounts payable ($44.8 million) and other current liabilities ($4.0 million) balances and lower other current assets ($7.4 million) balances drove the working capital increase of $27.8 million in the first quarter of fiscal 2004. The higher accounts receivable balances reflect the timing of payments and represent a normal seasonal trend for the first quarter. Inventories and accounts payable increased largely as a result of the seasonal build-up in inventories to support the higher sales volumes expected in the spring and summer months combined with strategic inventory purchases in the Electrical/Plumbing and Water & Sewer/Building Material Groups. Accrued compensation and benefit balances decreased as a result of the timing of bi-weekly payroll payments combined with annual bonus payments, which are made in the first quarter of each year. Other current assets decreased primarily due to collections of vendor rebate receivables in the first quarter of fiscal 2004.

Operating Activities

In the first quarter of fiscal 2004 and 2003, cash flows (used in) provided by operating activities totaled ($3.6) million and $53.8 million, respectively. The decrease of $57.4 million in operating cash flows was driven primarily by fluctuations in inventories, other current assets, accounts payable, accrued compensation and benefits, and other current liability balances. Partially offsetting these operating cash flow decreases were fluctuations in accounts receivable and net deferred tax assets balances. Compared to the prior-year period, inventories increased $28.0 million in the first quarter of fiscal 2004 versus a $6.9 million decrease in the first quarter of fiscal 2003. The increase in inventories was the result of strategic purchases made in the Electrical/Plumbing and Water & Sewer/Building Material Groups during the first quarter of fiscal 2004. In the first quarter of fiscal 2003, the Company also collected approximately $20.0 million of non-recurring income tax receivables, which drove down the other current asset balances, and favorably impacted operating cash flows in fiscal 2003. Fluctuations in accounts payable, accrued compensation and benefits, and other current liability balances reflect the timing of payments, including bi-weekly payroll payments. Compared to the prior-year period, accounts receivable balances increased $38.7 million in the first quarter of fiscal 2004 versus a $47.9 million increase in the first quarter of fiscal 2003. The increase in accounts receivable balances was higher in the first quarter of fiscal 2003 largely due to increasing sales volumes in the first quarter of fiscal 2003. Overall, days sales outstanding remained essentially flat in both periods. Net deferred tax liabilities increased largely due to temporary differences related to goodwill amortization and prepaid expenses. Going forward, the Company expects to maintain a sufficient level of liquidity for operational purposes.

17

Investing Activities

The Company’s expenditures for property and equipment totaled $5.3 million and $2.4 million in the first quarter of fiscal 2004 and 2003, respectively. The increase in capital expenditures was largely due to the new Hughes Unified operating system and primarily consisted of personal computers and related hardware along with capitalized software upgrades. Fiscal 2004 capital expenditures are expected to be approximately $21.0 million, of which $5.0 million relates to the Hughes Unified operating system.

Proceeds from the sale of property and equipment totaled $0.1 million and $1.3 million in the first quarter of fiscal 2004 and 2003, respectively. The decrease was due to fiscal 2003 sales of certain land and building assets resulting from branch closure and consolidation activities.

Financing Activities

Total debt was $465.8 million and $441.9 million as of May 2, 2003 and January 31, 2003, respectively, an increase of $23.9 million or 5.4%. Net borrowings (payments) made under the Company’s revolving credit agreement totaled $20.8 million and ($52.8 million) in the first quarter of fiscal 2004 and 2003, respectively. Scheduled payments on the Company’s senior notes totaled $2.4 million in the first quarter of fiscal 2004. There were no senior notes repayments made in the first quarter of fiscal 2003. Other principal repayments totaled $0.2 million in the first quarter of fiscal 2004 with no such repayments in the first quarter of fiscal 2003.

On March 15, 1999, the Company’s board of directors authorized the Company to repurchase up to 2,500,000 shares of its outstanding common stock to be used for general corporate purposes. Since March 15, 1999, the Company has repurchased a total of 1,831,400 shares at an average price of $22.91 per share, of which 258,600 shares at an average price of $23.39 were repurchased during the first quarter of fiscal 2004. Shares repurchased totaled $6.0 million in the first quarter of fiscal 2004. There were no shares repurchased during the first quarter of fiscal 2003.

On March 26, 2003, the Company replaced its existing $275.0 million revolving credit agreement, which was scheduled to mature on January 25, 2004, with a new $252.5 million revolving credit agreement (the “new credit agreement”), subject to borrowing limitations, which matures on March 26, 2007. The new credit agreement is unsecured and contains financial and other covenants, including limitations on dividends and maintenance of certain financial ratios. Interest is payable at market rates plus applicable margins and commitment fees of 0.25% are paid on the new credit agreement.

On May 22, 2003, the Company amended the new credit agreement to increase maximum borrowing capacity from $252.5 million to $290.0 million effective June 9, 2003.

At May 2, 2003, the Company was in compliance with all financial covenants.

Dividend payments totaled $2.4 and $2.0 million during the first quarter of fiscal 2004 and 2003, respectively.

As of May 2, 2003, the Company had approximately $2.0 million of cash and $159.3 million of unused borrowing capacity (subject to borrowing limitations under long-term debt covenants) to fund ongoing operating requirements and anticipated capital expenditures. With the additional borrowing capacity under the recently amended new credit agreement, total unused borrowing capacity is $196.8 million. The Company believes it has sufficient borrowing capacity and cash on hand to take advantage of growth and business opportunities. The Company expects to continue to finance future expansion on a project-by-project basis through additional borrowing or through the issuance of stock.

Recent Accounting Pronouncements

Statement of Financial Accounting Standards (“FAS”) 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, was issued in April 2003 and amends and clarifies financial accounting and

18

reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FAS 133, Accounting for Derivative Instruments and Hedging Activities. FAS 149 provides greater clarification of the characteristics of a derivative instrument so that contracts with similar characteristics will be accounted for consistently. In general, FAS 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. As the Company does not currently have any derivative financial instruments, the adoption of FAS 149 is not expected to have any impact on the Company’s consolidated financial statements.

FAS 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, was issued in May 2003 and clarifies the accounting for certain financial instruments with characteristics of both liabilities and equity and requires that those instruments be classified as liabilities in statements of financial position. Previously, many of those financial instruments were classified as equity. FAS 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. As the Company does not have any of these financial instruments, the adoption of FAS 150 is not expected to have any impact on the Company’s consolidated financial statements.

Critical Accounting Policies

The Company’s significant accounting policies are more fully described in the notes to the consolidated financial statements included in the Annual Report. Certain of the Company’s accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. As with all judgments, they are subject to an inherent degree of uncertainty. These judgments are based on historical experience, current economic trends in the industry, information provided by customers and vendors, information available from other outside sources and management’s estimates, as appropriate. The Company’s critical accounting policies relating to the allowance for doubtful accounts, inventories, consideration received from vendors, impairment of long-lived assets, and self-insurance reserves are described in the Annual Report. As of May 2, 2003, there have been no material changes to any of the critical accounting policies.

Item 3.     Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to market risk from changes in interest rates on outstanding variable-rate debt and from changes in the prices of certain of its products that result from commodity price fluctuations.

Interest Rate Risk

At May 2, 2003, the Company had $123.9 million of outstanding variable-rate debt. Based upon a hypothetical 10% increase or decrease in interest rates from their May 2, 2003 levels, the market risk with respect to the Company’s variable-rate debt would not be material. The Company manages its interest rate risk by maintaining a balance between fixed and variable rate debt and by entering into interest rate swap transactions. As of May 2, 2003, the Company does not have any interest rate swap agreements.

Commodity Price Risk

The Company is affected by price fluctuations in stainless steel, nickel alloy, copper, aluminum, plastic, lumber, and other commodities. Such commodity price fluctuations have from time to time created cyclicality in the financial performance of the Company and could continue to do so in the future. The Company seeks to minimize the effects of commodity price fluctuations through economies of purchasing and inventory management resulting in cost reductions and productivity improvements as well as price increases to maintain reasonable profit margins.

19

Item 4.     Controls and Procedures

Within 90 days before the filing date of this quarterly report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate, to allow timely decisions regarding disclosure. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect such internal controls subsequent to the date that the Company’s management conducted its evaluation.

20

PART II.    OTHER INFORMATION

HUGHES SUPPLY, INC.

Item 6.     Exhibits and Reports on Form 8-K

(a) Exhibits

3.2	Amended and Restated By-Laws of Hughes Supply, Inc. (As Amended and Restated on May 20, 2003).
10.1	Amended and Restated Lease Agreements with Hughes, Inc. dated April 1, 2003.
	Sub-Item	Property
	(a)	521 West Central Blvd, Orlando, FL
	(b)	1010 Grand Avenue, Orlando, FL
	(c)	2018 Lucerne Terrace, Orlando, FL
	(d)	335 N. Ingraham Avenue, Lakeland, FL
	(e)	951 Pierce Street, Clearwater, FL
	(f)	903 Brentwood Drive Daytona, FL
	(g)	401 Angle Road, Fort Pierce, FL
	(h)	576 NE 23rd Street, Gainesville, FL
	(i)	2525 12th Street, Sarasota, FL
	(j)	341 South Seaboard Avenue, Venice, FL
	(k)	2439 7th Street SW, Winter Haven, FL
10.7	Hughes Supply, Inc. 1997 Executive Stock Plan, Amended and Restated Plan (as amended through April 9, 2003).
10.10(a)	Lender Joinder Agreement dated May 22, 2003 executed by BNP PARIBAS in favor of Hughes Supply, Inc., the borrower, and SunTrust Bank, as administrative agent, for the lenders from time to time party to the revolving credit agreement dated as of March 26, 2003, among the borrowers, lenders and administrative agent.
10.10(b)	Lender Joinder Agreement dated May 22, 2003 executed by CommerceBank N.A. in favor of Hughes Supply, Inc., the borrower, and SunTrust Bank, as administrative agent, for the lenders from time to time party to the revolving credit agreement dated as of March 26, 2003, among the borrowers, lenders and administrative agent.
99.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

There were no reports filed on Form 8-K during the first quarter ended May 2, 2003.

21

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HUGHES SUPPLY, INC.
Date: June 13, 2003	By:	/s/	THOMAS I. MORGAN
			Thomas I. Morgan
			President and Chief Executive Officer
Date: June 13, 2003	By:	/s/	DAVID BEARMAN
			David Bearman
			Executive Vice President and
			Chief Financial Officer

22

CERTIFICATIONS

I, Thomas I. Morgan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hughes Supply, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: June 13, 2003	/s/	THOMAS I. MORGAN
		Thomas I. Morgan
		President and Chief Executive Officer

23

I, David Bearman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hughes Supply, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: June 13, 2003	/s/	DAVID BEARMAN
		David Bearman
		Executive Vice President and
		Chief Financial Officer

24

EX-3.2

                                                                     EXHIBIT 3.2

                          AMENDED AND RESTATED BY-LAWS

                                      -of-

                               HUGHES SUPPLY, INC.
                    (As Amended and Restated on May 20, 2003)

                                    ARTICLE I

                                      Stock

       1.     Certificates of Stock shall be issued in numerical order from the
stock certificate book, and be signed by the President or the Vice-president,
and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary, and sealed with the seal of the Corporation. The seal may be
facsimile, engraved or printed. If such certificate is signed by (a) a transfer
agent or an assistant transfer agent, other than the Corporation itself, or by
(b) a transfer clerk acting on behalf of the Corporation and a registrar, the
signature of any of those officers named herein may be facsimile. In case any
officer who signed, or whose facsimile signature has been used on any
certificate shall cease to be such officer for any reason before the certificate
has been delivered by the Corporation, such certificate may nevertheless be
adopted by the Corporation and issued and delivered as though the person who
signed it or whose facsimile signature has been used thereon had not ceased to
be such officer. Subscription warrants, scrip for fractional shares and similar
certificates may be issued from time to time and be signed by the President, a
Vice President or the Treasurer, and, where otherwise required, sealed with the
seal of the Corporation. The signature of the signing officer, and the seal may
be facsimile, engraved or printed.

       2.     Transfer of Stock shall be made only on the books of the
Corporation, in person or by attorney, upon surrender of the certificate
evidencing the stock sought to be transferred, properly endorsed or assigned;
the certificate so surrendered shall be cancelled as and when a new certificate
or certificates are issued.

       3.     Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.

       4.     Record Date, Subsequent Transfers. The Board of Directors shall
have power to fix in advance a date, not exceeding seventy days preceding the
date of any meeting of stockholders or the date for the payment of any dividends
or the date for the allotment of any rights or the date when any change or
conversion or exchange of stock shall go into effect or a date in connection
with the obtaining of any consent of stockholders for any purpose, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any



such meeting and any adjournment thereof or to receive payment of any such
dividend or to any such allotment of rights or to exercise rights in respect of
any such change, conversion or exchange of stock or to give any such consent,
and, in such case, such stockholders, and only such stockholders, as shall be
stockholders on the record date so fixed shall be entitled to notice of, and
vote at, such meeting and any adjournment thereof or to receive payment of any
such dividend or to receive such allotment of rights or to exercise such rights
or to give such consent, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date, fixed as
aforesaid.

                                   ARTICLE II

                                  Stockholders

       1.     The Annual Meeting of the stockholders shall be held at ten
o'clock on the third Tuesday of May of each year, if not a legal holiday, and if
a legal holiday, then the day following, commencing with the year A.D. 2000, or
at such other date and time as may be designated by the Board of Directors from
time to time. Each Annual Meeting shall be held at the principal office of the
Corporation unless some other place in or out of the State of Florida is
designated by the Board of Directors three weeks or more before the day of such
Annual Meeting.

       2.     Special Meetings of the stockholders may be called at any time by
resolution of the Board of Directors or by the President and may be called at
any time by a request in writing submitted by the holder or holders of at least
80% of the outstanding shares of stock entitled to vote. Such request must state
the purpose of the meeting.

       3.     Written Consents. The stockholders of the Corporation shall not be
permitted to take action by means of written consents.

       4.     Notice of Stockholders' Meetings of the Corporation shall be given
by mailing a written notice of such meeting, signed by the President, or a Vice
President or the Secretary or an Assistant Secretary, of the Corporation, to
each stockholder of record entitled to vote at such meeting at his address as it
appears on the records of the Corporation not less than ten (10) nor more than
sixty (60) days before the date set for such meeting. The notice shall state the
purpose of the meeting and the time and place it is to be held. Notice mailed to
a stockholder in accordance with the provisions of this By-Law shall be deemed
sufficient for said meeting and if any stockholder shall transfer any of his
stock after notice, it shall not be necessary to notify the transferee. Any
meeting of stockholders may be held either within or without the State of
Florida. Any stockholder may waive notice of any meeting either before, or at,
or after, the meeting. When stockholders who hold four-fifths (4/5) of the
voting stock of the Corporation having the right and entitled to vote at any
meeting, shall be present in person, or by proxy, at any meeting, however called
or notified, and shall sign a written consent thereto on the record of the
meeting, the acts of such meeting shall be as valid as if legally called and
notified.

       5.     A Quorum at any meeting of the stockholders shall consist of a
majority of the stock of the Corporation entitled to vote thereat represented in
person or by proxy, and a majority of such quorum shall decide any question that
may come before the meeting; provided, however, that:

              (i)    No plan of consolidation or merger under which the
Corporation is not the surviving constituent corporation shall be deemed
approved by the stockholders unless such

                                       2



plan of consolidation or merger shall be approved by the affirmative vote of
two-thirds of the total number of shares of stock outstanding and entitled to
vote; and

              (ii)   No amendment to the Articles of Incorporation may amend or
delete the requirement that two-thirds of the total number of shares of stock
outstanding and entitled to vote approve any plan of consolidation or merger
under which the Corporation is not the surviving constituent corporation, unless
at a meeting duly called two-thirds of the total number of shares of stock
outstanding and entitled to vote shall approve such amendment or deletion of
such requirement; and

              (iii)  In addition to any affirmative vote required by law or the
Articles of Incorporation, and except as expressly provided in Section B of
Article XIII of the Articles of Incorporation ("Article XIII"), the affirmative
vote of, the holders of two-thirds of the then outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of directors
shall be required for the approval or authorization of any Business Combination
(as defined in Article XIII). The provisions of Section A of Article XIII shall
not be applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote as is required by law or
any other Article of the Articles of Incorporation, if the Business Combination
shall have been approved by a majority of the directors who are Disinterested
Directors (as defined in Article XIII), or if all of the conditions of Section B
of Article XIII are met; and

              (iv)   Notwithstanding any other provision of the By-Laws of the
Corporation or applicable law, the affirmative vote of two-thirds of the votes
of the then outstanding Voting Stock (as defined in the Articles of
Incorporation), voting together as a single class, shall be required (1) to
amend, modify or repeal Article XIII of the Articles of Incorporation ("Article
XIII"), (2) adopt any provision of the Articles of Incorporation or By-Laws
which is inconsistent with Article XIII, or (3) prior to the fixing by the Board
of Directors of any right or preference of any series of Preferred Stock which
is inconsistent with the provisions of Article XIII; and

              (v)    In the event the number of directors of the Corporation
shall be fixed by the stockholders in accordance with Section A of Article VII
of the Articles of Incorporation, such number shall be the number fixed by the
holders of record of at least 80% of the outstanding shares of stock entitled to
vote; and

              (vi)   Notwithstanding any other provision of the By-Laws of the
Corporation or applicable law, the affirmative vote of the holders of record of
at least 80% of the outstanding shares of stock entitled to vote shall be
required to remove directors of the Corporation without cause; and

              (vii)  Notwithstanding any other provision of the By-Laws of the
Corporation or applicable law, the affirmative vote of the holders of record of
at least 80% of the outstanding shares of stock entitled to vote shall be
required (1) to amend, modify or repeal Article VII or Article XIV of the
Articles of Incorporation ("Article VII or XIV"), (2) adopt any provision of the
Articles of Incorporation or the By-Laws of the Corporation which is
inconsistent with Article VII or XIV, or (3) prior to the fixing by the Board of
Directors of any right or preference of any series of Preferred Stock which is
inconsistent with the provisions of Article XII or XIV.

       In the absence of a quorum, a majority of the shares present in person or
by proxy and entitled to vote may adjourn any meeting from time to time until a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally

                                       3



called unless otherwise provided by statute, and no notice of an adjourned
meeting need be given.

       6.     Judges. At every meeting of stockholders the vote shall be
conducted by one or more judges appointed for that purpose by the Board of
Directors; and all questions respecting the qualification of voters, the
validity of the proxies and the acceptance and rejection of votes shall be
decided by such judges. Before acting at any meeting, the judges shall be sworn
faithfully to execute their duties, with strict impartiality and according to
the best of their ability. If no judges appointed by the Board of Directors to
act at any meeting shall be present and willing to act at such meeting, the
person presiding at the meeting may appoint one or more judges so to act. The
judges shall ascertain the number of shares outstanding and the voting power of
each, determine the shares represented at the meeting and the validity of
proxies and ballots, count all votes and ballots, determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the judges and certify their determination of the number of
shares represented at the meeting and their count of all votes and ballots. The
judges may appoint or retain other persons to assist them in the performance of
their duties. The time of the opening and closing of the polls for each matter
upon which the stockholders will vote at a meeting shall be announced at the
meeting. No ballot, proxy or vote, nor any revocation thereof or change thereto,
shall be accepted by the judges after the closing of the polls. In determining
the validity and counting of proxies and ballots, the judges shall be limited to
an examination of the proxies, any envelopes submitted therewith, any
information provided by a stockholder who submits a proxy by telegram, cablegram
or other electronic transmission from which it can be determined that the proxy
was authorized by the stockholder, ballots and the regular books and records of
the Corporation, and they may also consider other reliable information for the
limited purpose of reconciling proxies and ballots submitted by or on behalf of
banks, brokers, their nominees or similar persons which represent more votes
than the holder of a proxy is authorized by the record owner to cast or more
votes than the stockholder holds of record. If the judges consider other
reliable information for such purpose, they shall, at the time they make their
certification, specify the precise information considered by them, including the
person or persons from whom they obtained the information, when the information
was obtained, the means by which the information was obtained and the basis for
the judges' belief that such information is accurate and reliable.

       7.     Advance Notice of Stockholder Proposals. At any annual or special
meeting of stockholders, proposals by stockholders shall be considered only if
advance notice thereof has been timely given as provided herein and such
proposals are otherwise proper for consideration under applicable law and the
Articles of Incorporation and By-Laws of the Corporation. Notice of any proposal
to be presented by any stockholder at any annual meeting of stockholders shall
be delivered to the President or the Secretary of the Corporation at its
principal executive office not less than 120 days prior to the first anniversary
of the preceding year's annual meeting; in the event of a special meeting or if
the date of the annual meeting is changed by more than thirty days from the
anniversary date, such advance notice shall be given not more than ten days
after such date is first so announced or disclosed. Any stockholder who gives
notice of any such proposal shall deliver therewith a brief written description
of the proposal desired to be brought before the meeting and the reasons for
conducting such business at the meeting, the name and address, as they appear on
the Corporation's books, of the stockholder proposing such business and any
other stockholder known by such stockholder to be supporting such proposal, the
number and class of all shares of each class of stock of the Corporation
beneficially owned by such stockholder on the date of such notice and by any
other stockholders known by such stockholder to be supporting such proposal on
such date, and any material interest of such stockholder in the proposal or
material relationship of such stockholder

                                       4



to the proposal. The person presiding at the meeting, in addition to making any
other determinations that may be appropriate to the conduct of the meeting,
shall determine whether such notice has been duly given and shall direct that
proposals not be considered if such notice has not been given.

                                   ARTICLE III

                                    Directors

       1.     Powers. The business and property of the Corporation shall be
managed by a Board of Directors, all of whom shall be 18 years of age or older,
and such Board of Directors shall have full control over the affairs of the
Corporation and shall be authorized to exercise all of its corporate powers
unless otherwise provided in these By-Laws.

       2.     Number and Term of Directors. The Board of Directors shall consist
of three or more directors, the exact number to be fixed and determined from
time to time by resolution of a majority of the full Board of Directors or by
holders of record of at least 80% of the outstanding shares of stock entitled to
vote at any meeting thereof. The directors shall be classified with respect to
the time for which they shall severally hold office by dividing them into three
classes, each consisting of as near one-third of the whole number of Directors
as practicable, and all directors of the Corporation shall hold office until
their successors are elected and qualified. The first such classification shall
be made at the Annual Meeting of the Stockholders to be held in the year 1975.
At that Annual Meeting, the directors shall be classified for staggered terms of
1, 2 and 3 years, respectively, and at each successive Annual Meeting the
successors to the class of directors whose terms expire that year shall be
elected to hold office for the term of 3 years, so that the term of office of
one class of directors shall expire in each year. Any vacancy which shall occur
in a class of directors prior to the expiration of the term of such class may be
filled by the Board of Directors. A director elected to fill a vacancy shall
hold office only until the next election of directors by the stockholders. An
increase in the number of directors shall be deemed to create vacancies for the
purpose of this section.

       3.     Election of Directors. At the Annual Meeting of Stockholders,
directors shall be elected by a plurality of the votes cast at such election. At
the election of directors, each stockholder shall have the right to vote the
number of shares owned by him for as many persons as there are directors to be
elected. There shall be no cumulative voting. Nominations for election of the
Board of Directors may be made by the Board of Directors, or by any stockholder
of any outstanding class of capital stock of the Corporation entitled to vote
for the election of directors. Nominations, other than those made by the
existing Board of Directors, for an annual meeting shall be made in writing and
shall be delivered to the President or the Secretary of the Corporation not less
than 120 days prior to the first anniversary of the preceding year's annual
meeting; in the event of a special meeting or if the date of the annual meeting
is changed by more than thirty days from the anniversary date, such advance
notice shall be given not more than ten days after such date is first so
announced or disclosed. Such nomination and notification shall contain the
following information to the extent known to the notifying stockholder:

              (i)    The names and addresses of the proposed nominee or
nominees;

              (ii)   The number and class of all shares of each class of stock
of the Corporation beneficially owned by such nominee or nominees;

                                       5



              (iii)  The information regarding such nominee or nominees required
by paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by the
Securities and Exchange Commission (or the corresponding provisions of any
regulation subsequently adopted by the Securities and Exchange Commission
applicable to the Corporation);

              (iv)   Each nominee's signed consent to serve as a Director of the
Corporation if elected;

              (v)    The total number of shares that to the knowledge of the
notifying or nominating stockholders will be voted for each of the proposed
nominees;

              (vi)   The name and residence address of each notifying or
nominating stockholder; and

              (vii)  The number of shares owned by the notifying or nominating
stockholder.

Nominations not made in accordance herewith may, in his discretion, be
disregarded by the chairman of the meeting, and upon his instructions, the
judges of election may disregard all votes cast for each such nomination.

       4.     Place of Meeting. Meetings of the Board of Directors or of any
committee thereof may be held either within or without the State of Florida.

       5.     Organization Meetings of the Board of Directors shall be held as
soon as practicable each year after the annual election of directors for the
purpose of organization, election of officers and the transaction of other
business. No notice of such meeting shall be required. Such organization meeting
may, however, be held at any other time or place which shall be specified in a
notice given, as hereinafter provided, for special meetings of the Board, or in
a consent and waiver of notice thereof signed by all of the directors.

       6.     Regular Meetings. The Board of Directors may from time to time, by
resolution, appoint the time and place for holding regular meetings of the
Board, if by it deemed advisable, and such regular meetings shall thereupon be
held at the time and place so appointed, without the giving of any notice with
regard thereto. In case the day appointed for a regular meeting shall fall upon
a Saturday or legal holiday in the State of Florida, such meeting shall be held
on the next succeeding day not Saturday or legal holiday in Florida, at the
regularly appointed hour. Except as otherwise provided in the By-Laws, any and
all business may be transacted at any regular meeting.

       7.     Special Meetings. Special meetings of the Board of Directors shall
be held whenever called by the Chairman, the Chief Executive Officer, the
President, or by any two of the directors. Notice to a director of any such
meeting may be given in writing, by mailing the same to the residence or place
of business of the director as shown on the books of the Corporation not later
than two days before the day on which the meeting is to be held, or may be given
by sending the same to him at such place by telegraph or by delivering the same
to him personally or leaving the same for him at his place of business or by
giving the same to him personally or by telephone, not later than the day before
such day of meeting. Notice of any meeting of the Board need not, however, be
given to any director, if waived by him in writing (including telegram,
cablegram or radiogram) or if he shall be present at the meeting; and any
meeting of the Board of Directors shall be a legal meeting without any notice
thereof having been given, if all members shall be present thereat. Except as
otherwise provided in the By-

                                       6



Laws or as may be indicated in the notice thereof, any and all business may be
transacted at any special meeting.

         8.  Quorum and Manner of Acting. Except as otherwise provided in the
By-Laws, a majority of the directors in office at the time of any meeting of the
Board of Directors, but not less than two directors, shall constitute a quorum
for the transaction of business; and, except as otherwise required by statute or
by the Articles of Incorporation or any amendment thereto, or by the By-Laws,
the act of a majority of the directors present at any such meeting at which a
quorum is present shall be the act of the Board of Directors. In the absence of
a quorum, a majority of the directors present may adjourn any meeting, from time
to time, until a quorum is present. No notice of any adjourned meeting need be
given.

         9.  Business Combination. The Board of Directors acting by a majority
of the directors who are Disinterested Directors (as defined in Article XIII of
the Articles of Incorporation) shall have the power and duty to determine for
the purpose of Article XIII on the basis of information known to them after
reasonable inquiry, all facts necessary to determine the applicability of the
various provisions of Article XIII, including (1) whether a person is an
Interested Shareholder (as defined in Article XIII), (2) the number of shares of
Voting Stock (as defined in Article XIII) beneficially owned by any person, (3)
whether a person is an Affiliate or Associate (as defined in, Article XIII) of
another, and (4) whether the requirements of Section B of Article XIII have been
met with respect to any Business Combination (as defined in Article XIII) , and
the good faith determination of a majority of the directors who are
Disinterested Directors shall be conclusive and binding for all purposes of
Article XIII.

         10. Directors' Compensation. The Board of Directors shall have
authority to determine from time to time the amount, if any, of compensation and
expenses which shall be paid to its members for attendance at meetings of the
Board or of any committee of the Board. The Board of Directors shall also have
power, in its discretion, to provide for and to pay to directors rendering
services to the Corporation not ordinarily rendered by directors, as such,
special compensation appropriate to the value of such services, as determined by
the Board from time to time.

         11. Resignations. Any director of the Corporation may resign at any
time either by oral tender of resignation at any meeting of the Board or by
giving written notice thereof to the Chairman, the Chief Executive Officer, the
President, or the Secretary. Such resignation shall take effect at the time
specified therefor; and, unless otherwise specified with respect thereto, the
acceptance of such resignation shall not be necessary to make it effective.

         12. Removal of Directors. Any director may be removed at any time for
cause by the affirmative vote of the holders of record of a majority of the
outstanding shares of stock entitled to vote, or without cause by the
affirmative vote of the holders of record of at least 80% of the outstanding
shares of stock entitled to vote, at a meeting of the stockholders called for
the purpose; and the vacancy in the Board caused by such removal may be filled
by the stockholders or, if the stockholders shall have failed to do so, such
vacancy may be filled by the Board of Directors at any meeting by the
affirmative vote of a majority of the remaining directors.

         13. Participation in Meetings by Conference Telephone Permitted. Unless
otherwise restricted by the Articles of Incorporation or these By-Laws, members
of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors or of such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in

                                       7



the meeting can hear each other, and participation in a meeting pursuant to this
By-Law shall constitute presence in person at such meeting.

         14. Action by Directors Without a Meeting. Unless otherwise restricted
by the Articles of Incorporation or these By-Laws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board of
Directors or of such committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of the
Board of Directors or committee.

                                   ARTICLE IV

                         Officers, Employees and Agents

         1.  Officers, Term of Office, Vacancies, Removal. The Board of
Directors shall elect a President, one or more Vice Presidents of such
precedence, rank or additional designation, if any, among the same as the Board
of Directors may provide, a Secretary and a Treasurer, such election to take
place, if practicable, at the Organization Meeting of the Board of Directors
each year, and such officers shall hold office, subject to removal by the Board,
until the Organization Meeting of the Board of Directors in the next subsequent
year and until their respective successors are elected and qualified. In
addition, the Board of Directors in its discretion may provide for and elect a
Chairman of the Board of Directors, who may also hold the offices of Chief
Executive Officer or President, a Vice Chairman of the Board, who may also hold
the office of Vice President or President, a Chief Executive Officer and a Chief
Financial Officer. The Board of Directors may appoint a successor to fill a
vacancy in any office for the remainder of the term. The Board of Directors or
the Executive Committee may, from time to time, appoint any one or more
Assistant Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, and such other officers and agents as may appear to be
necessary or advisable in the conduct or affairs of the Corporation; and all
such officers shall hold office during the pleasure of the Board. Any officers
and agents may be removed at any time, for or without cause, by the Board of
Directors, or, in case any such officer or agent may be appointed pursuant to
these By-Laws by the Executive Committee, he may be removed by the Executive
Committee. One person may simultaneously hold any two or more offices.

         2.  Chairman. The Chairman shall be an officer of the Corporation and,
subject to the direction of the Board of Directors, shall perform such
executive, supervisory and management functions and duties as may be assigned to
him from time to time by the Board of Directors. The Chairman shall, when
present, preside at all meetings of the stockholders, the Board of Directors and
the Executive Committee. The Chairman of the Board shall perform all other
duties commonly incident to this office and shall also perform such other duties
and have such other powers as the Board of Directors may designate from time to
time.

         3.  Chief Executive Officer. The Chief Executive Officer shall be the
chief executive officer of the Corporation and, under the direction of the Board
of Directors, shall have general executive powers in the management and
direction of the business and affairs of the Corporation, as well as the
specific powers conferred by these By-Laws or by the Board of Directors. In the
absence of the Chairman, he shall preside at all meetings of the stockholders,
the Board of Directors and the Executive Committee.

         4.  President. The President shall be the chief operating and
administrative officer of the Corporation and, under the direction of the Board
of Directors, shall, subject to the Chief

                                       8



Executive Officer, if any, have direct general supervision over the management,
business, properties and affairs of the Corporation. In the event the Board of
Directors does not provide for and elect a Chief Executive Officer, the
President shall be the chief executive officer of the Corporation and, under the
direction of the Board of Directors, shall have general executive powers in the
management and direction of the business and affairs of the Corporation. He
shall have general executive powers, including all powers required by law to be
exercised by a president of a corporation as such, as well as the specific
powers conferred by these By-Laws or by the Board of Directors.

         5.  Vice President. Each Vice President shall have general executive
powers as well as the specific powers conferred by these By-Laws. He shall also
have such further powers and duties as may from time to time be conferred upon,
or assigned to, him by the Board of Directors, the Chief Executive Officer or
the President.

         6.  Secretary. The Secretary shall attend to the giving of notice of
all meetings of stockholders and of the Board of Directors required by these
By-Laws to be given, and shall keep true records of all proceedings thereat. He
shall have charge of the corporate seal and shall keep and account for all
books, documents, papers and records of the Corporation, except those for which
some other officer or agent is properly accountable, and shall generally perform
all the duties usually appertaining to the office of secretary of a corporation.
In the absence of the Secretary, an Assistant Secretary or Secretary pro tempore
shall perform his duties.

         7.  Treasurer. The Treasurer shall have the care and custody of all
moneys, funds and securities of the Corporation. He shall disburse the funds of
the Corporation in the manner ordered by the Board of Directors and shall keep
full and accurate accounts of receipts and disbursements of the Corporation. He
shall, whenever required to do so, render an account of all his transactions as
Treasurer to the Board of Directors. He shall perform such other duties as shall
be assigned to him by the Board of Directors, the Chief Executive Officer or the
President. In the absence of the Treasurer, his duties shall be performed by an
Assistant Treasurer or by another officer thereunto designated by the Board of
Directors, the Chief Executive Officer or the President.

         8.  Chief Financial Officer. The Chief Financial Officer shall be the
Treasurer unless the Board of Directors shall have designated another officer as
the Treasurer. He shall be responsible for overseeing and coordinating all
financial aspects of the Corporation's operations. He shall also have such
further powers and duties as may be from time to time conferred upon, or
assigned to, him by the Board of Directors, the Chief Executive Officer or the
President.

         9.  Additional Officers; Duties and Powers. In addition to the
foregoing especially enumerated duties and powers the several officers and
agents of the Corporation, whether or not specifically referred to in these
By-Laws, shall perform such duties and exercise such powers, in addition to
those for which provision is made in these By-Laws, as the Board of Directors or
Executive Committee may from time to time determine or as may be assigned to
them by any competent superior officer.

         10. Compensation. The Compensation Committee shall have and may
exercise all of the rights, power and authority of the Board of Directors to
establish compensation of executive officers of the Company and may, if
applicable, set financial targets to be used in determining executive bonuses.
The Compensation Committee shall also administer the

                                       9



Company's stock option and grant plans and determine the amount, exercise price
and vesting schedules of stock options and grants awarded thereunder.

                                    ARTICLE V

                             Committees of the Board

         1. Executive Committee; Constitution, Powers, Vacancies. The Board of
Directors may, by resolution adopted by affirmative vote of a majority of the
whole Board, appoint an Executive Committee, to consist of the Chairman and the
Chief Executive Officer and/or the President, ex officio, and one or more other
directors (with such alternates, if any, as may be deemed desirable), which
Executive Committee shall have and may exercise, when the Board is not in
session, all the powers of the Board of Directors in the management of the
business and affairs of the Corporation, including the power to authorize the
seal of the Corporation to be affixed to all papers which may require it, and
also including the power, from time to time, to appoint one or more
attorneys-in-fact to act for and in representation of the Corporation, either
generally or specially, judicially or extra-judicially, and to delegate to any
such attorney or attorneys-in-fact all or any of the powers which, in the
judgment of the Executive Committee, may be necessary, convenient or suitable
for exercise in any country or jurisdiction in the transaction of the business
of the Corporation or the defense or enforcement of its rights, even though such
powers be herein provided or directed to be exercised by a designated officer of
the Corporation; provided, that the foregoing shall not be construed as
authorizing action by the Executive Committee with respect to any action which
by these By-Laws or by the Articles of Incorporation or any amendment thereto,
or by statute, is required to be taken by the Board of Directors, as such. As
far as practicable, members of the Executive Committee and their alternates (if
any) shall be appointed at the organization meeting of the Board in the next
subsequent year and until their respective successors are appointed. Any vacancy
in the Executive Committee may be filled by affirmative vote of a majority of
the whole Board of Directors.

         2. Executive Committee; Meetings. Stated meetings of the Executive
Committee, of which no notice shall be necessary, shall be held at such times
and at such places as shall be fixed, from time to time, by resolution adopted
by the Executive Committee. Special meetings of the Executive Committee may be
called by the Chairman, the Chief Executive Officer or the President, or by the
Chairman of the Executive Committee (if he be a person other than the Chairman,
the Chief Executive Officer or the President) or by any other two members of the
Executive Committee, at any time. Notice of any special meeting of the Executive
Committee may be given in the manner provided in the By-Laws for giving notice
of a special meeting of the Board of Directors, but notice of any such meeting
need not be given to any member of the Executive Committee if waived by him in
writing (including telegram, cablegram or radiogram) or if he shall be present
at the meeting; and any meeting of the Executive Committee shall be a legal
meeting, without any notice thereof having been given, if all the members shall
be present thereat. A majority of the Executive Committee shall constitute a
quorum for the transaction of business; and the act of a majority of these
present at any meeting at which a quorum is present shall be the act of the
Executive Committee.

         3. Executive Committee; Records. The Executive Committee shall keep a
record of its acts and proceedings and shall report the same, from time to time,
to the Board of Directors. The Secretary of the Corporation, or in his absence,
an Assistant Secretary, shall act as secretary to the Executive Committee; or
the Committee may, in its discretion, appoint its own secretary.

                                       10



         4. Other Committees. The Board of Directors may from time to time, by
resolution passed by a majority of the whole Board, designate one or more other
committees for any purpose, each consisting of two or more Directors, and may
delegate to any such committee such powers of the Board of Directors in the
management of the business and affairs of the Corporation as the Board may deem
expedient, subject to the provisions of these By-Laws, with power to
sub-delegate such powers, if by the Board deemed desirable.

         5. Committee Rules. Unless the Board of Directors otherwise provides,
each committee designated by the Board of Directors may adopt, amend and repeal
rules for the conduct of its business. In the absence of a provision by the
Board of Directors or a provision in the rules of such committee to the
contrary, a majority of the entire authorized number of members of such
committee shall constitute a quorum for the transaction of business, the vote of
a majority of the members present at a meeting at the time of such vote if a
quorum is then present shall be the act of such committee, and in other respects
each committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these By-Laws.

                                   ARTICLE VI

                                  Miscellaneous

         1. Fiscal Year. The fiscal year of the Corporation shall end on Friday
of the last weekend in January of each year, effecting a 52-53 week fiscal year
basis.

         2. Corporate Seal. The Secretary or any Assistant Secretary, or other
officer thereunto designated by the Secretary, shall have authority to affix the
corporate seal to any document requiring such seal and to attest the same.

         3. Execution of Instruments. The bills, notes, checks, and other
instruments for the payment of money, all agreements, indentures, mortgages,
deeds, conveyances, transfers, certificates, declarations, receipts, discharges,
releases, satisfactions, settlements, petitions, schedules, accounts,
affidavits, bonds, undertakings, proxies and other instruments or documents may
be signed, executed, acknowledged, verified, delivered, or accepted on behalf of
the Corporation by the Chairman, the Chief Executive Officer, the President, any
Vice President, the Secretary or the Treasurer. Any such instruments may also be
signed, executed, acknowledged, verified, delivered or accepted on behalf of the
Corporation in such other manner and by such other officers, employees or agents
of the Corporation as the Board of Directors or Executive Committee may from
time to time direct.

         4. Dividends. Dividends shall be declared only at such times and in
such amounts as the Board of Directors shall direct.

         5. Redemption of Control Shares. The Corporation is authorized to
redeem control shares acquired in a control-share acquisition with respect to
which no acquiring person statement has been filed with the Corporation, at any
time during the period ending 60 days after the last acquisition of control
shares by the acquiring person, at the fair value of such control shares
pursuant to procedures adopted by the Board of Directors. For the purposes of
this Article VI, terms used in this Article shall have the meanings assigned to
such terms in Section 607.0902 of the Florida Business Corporation Act.

                                       11



         6. Treasury Shares. In the event the Corporation acquires its own
shares and the Corporation has shares of any class or series which are either
registered on a national securities exchange or designated as a national market
system security on an interdealer quotation system by the National Association
of Securities Dealers, Inc., the shares so acquired by the Corporation shall
constitute treasury shares.

                                   ARTICLE VII

                                   Amendments

         Except as otherwise provided herein or in the Articles of
Incorporation, these By-Laws or any provisions thereof may be amended, altered,
or repealed, in any particulars and new By-Laws or provisions, not inconsistent
with any provision of the Articles of Incorporation or any provision of law, may
be adopted by the Board of Directors, at any meeting thereof, by the affirmative
vote of a majority of the whole number of Directors, or by the stockholders of
the Corporation, at any meeting of the stockholders, provided, however, that the
power of the Directors to make and alter By-Laws shall be subject to such
restrictions upon the exercise of such power as may be expressly imposed by the
stockholders in any By-Laws adopted by them from time to time.

                                  ARTICLE VIII

                                 Indemnification

         1. Right to Indemnification. Any person, his heirs, or personal
representative, made, or threatened to be made a party to any threatened,
pending, or completed action or proceeding, whether civil, criminal,
administrative, regulatory, or investigative ("Proceeding") because he is or was
a director or officer of this Corporation or serves or served any other
corporation or other enterprise in any capacity at the request of this
Corporation, shall be indemnified by this Corporation, to the full extent
permitted by the Florida Business Corporation Act, under Section 607.0850;
provided, however, that the Corporation shall indemnify any such person seeking
indemnity in connection with a Proceeding (or part thereof) initiated by such
person only if such Proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. In discharging his duty, any director or officer,
when acting in good faith, may rely upon information, opinions, reports, or
statements, including financial statements and other financial data, in each
case prepared or presented by (1) one or more officers or employees of the
Corporation whom the director or officer reasonably believes to be reliable and
competent in the matters presented, (2) counsel, public accountants, or other
persons as to matters that the director or officer believes to be within that
person's professional or expert competence, or (3) in the case of a director, a
committee of the board of directors upon which he does not serve, duly
designated according to law, as to matters within its designated authority, if
the director reasonably believes that the committee is competent.

         2. Advances. The rights set forth above in this Article VIII shall
include the right to be paid by the Corporation expenses incurred in defending
or being represented in any such Proceeding in advance of its final disposition;
provided, however, that the payment of such expenses incurred by a director or
officer because he is or was a director or officer of this Corporation or serves
or served any other corporation or enterprise in any capacity at the request of
this Corporation (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including service to an
employee benefit plan) in advance of the final disposition of such Proceeding,
shall be made only upon delivery to the

                                       12



Corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it should be determined ultimately that such
director or officer is not entitled to be indemnified under this Article VIII or
otherwise.

         3. Contract Right. All rights to indemnification, including advancement
of expenses, shall be deemed to be provided by a contract between the
Corporation and the director or officer who serves in such capacity at any time
while this Article VIII and other relevant provisions of the Florida Business
Corporation Act and other applicable law, if any, are in effect, such that any
repeal or modification thereof shall not adversely affect any right existing at
the time of such repeal or modification.

         4. Right to Bring Suit. If a claim under the preceding paragraphs of
this Article VIII is not paid in full by the Corporation within 90 days after a
written claim therefor has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense, including attorney's fees, of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
Proceeding in advance of its final disposition where the required undertaking
has been tendered to the Corporation) that the claimant has not met the
applicable standard of conduct which makes it permissible under the Florida
Business Corporation Act for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in the Florida Business Corporation Act, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant had not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that claimant had not met the applicable standard of conduct.

         5. Non-Exclusivity of Rights. The rights conferred on any person by
this Article VIII shall not be exclusive of any other right which such person
may have or hereafter acquire under any statute, provision of these By-Laws, the
Articles of Incorporation, agreement, vote of stockholders or disinterested
directors or otherwise.

         6. Insurance. The Corporation may maintain insurance, at its expense,
for the purpose of indemnifying itself and any director, officer, employee or
agent of the Corporation or another corporation, partnership, trust or other
enterprise, whether or not the Corporation would have the power to provide such
indemnity under the Florida Business Corporation Act.

                                       13

EX-10.1

                                                                 Exhibit 10.1(a)

521 West Central Boulevard
Orlando, Florida

                      AMENDED AND RESTATED LEASE AGREEMENT

     THIS AMENDED AND RESTATED LEASE (this "Lease") is made effective as of
April 1, 2003, by and between HUGHES, INC., a Florida corporation, first party,
hereinafter referred to as "Landlord", and HUGHES SUPPLY, INC., a Florida
corporation, second party, hereinafter referred to as "Tenant" who covenant and
agree as follows:

     WHEREAS, Landlord and Tenant are parties to numerous leases (the "Original
Leases") for various sites located in Florida, including, but not limited to,
that certain lease dated March 31, 1988, as amended (the "Existing Lease"), for
the premises more particularly described therein. Landlord and Tenant are in the
process of amending and restating the majority of the Original Leases, including
the Existing Lease. In order to simplify the drafting of each amended and
restated lease, the parties are using a form document for each site. Attached to
each amended and restated lease is an Addendum "A," Additional Provisions, which
sets forth the site specific provisions for each individual site (the
"Addendum"). In each instance, in the event of any conflict between the amended
and restated lease and the Addendum, the terms of the Addendum shall control;
and

     WHEREAS, Landlord and Tenant desire to extend the term of the Existing
Lease and otherwise amend and restate the terms and conditions thereof. It is
the intent of the parties that this Lease serve as a novation of the Existing
Lease unless specifically stated to the contrary herein.

     NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Landlord and Tenant agree as
follows:

     1. Premises. Landlord, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, reserved and contained, to
be paid, kept and performed by Tenant, has leased and rented, and by these
presents does lease and rent, unto said Tenant, and said Tenant hereby agrees to
lease and take upon the terms and conditions which hereinafter appear, the
following described property (hereinafter called "Premises"). The Premises
consists of real property and improvements located at 521 West Central
Boulevard, Orlando, Florida, including, without limitation, an approximately
117,327 square foot building, all as set forth in Exhibit "A" attached hereto
and made a part hereof. Notwithstanding the foregoing, Landlord and Tenant
acknowledge that the square footages are not represented measurements, but
estimates only. Tenant has had the opportunity to verify the square footages,
has not done so, and Tenant, therefore, agrees to hold Landlord harmless from
any discrepancy in the estimated and actual square footage of the building. The
parties acknowledge that the legal description used in the Existing Lease may
have been inaccurate, but that the parties have not been able to verify same
prior to the execution of this Lease. It is in the best interest of the parties
that Tenant continue to use all such space it has been using under the Existing
Lease, regardless of the actual legal description or other depiction of the
Premises contained in the Existing Lease. Exhibit "A"

                                       1



contains both a sketch of the Premises and the legal description. In the event
of any dispute as to what comprises the Premises, the actual space used by
Tenant under the Existing Lease shall be the accepted description, with the
sketch controlling over the address of the Premises, and the address of the
Premises controlling over the legal description attached hereto. Notwithstanding
anything herein to the contrary, Landlord shall have the right, within sixty
(60) days of the execution of this Lease, to have a new survey of the Premises
prepared and, upon approval by Tenant, said survey shall serve as the legal
description for the Premises. In the event a new survey is prepared and
available prior to execution of this Lease, the legal description and depiction
set out in the new survey (which will be a part of the Exhibit "A" attached
hereto), approved by both parties, shall control.

     2. Term. Tenant shall continue to have and hold the Premises for an
additional term of thirty (30) months, said additional term to commence
effective as of April 1, 2003, and to end on September 30, 2005.

     3. Rental. Tenant shall pay as rental for the Premises for the term of this
Lease the amounts set out in Addendum "A" attached hereto and made a part
hereof. The rental shall be due and payable without setoff or deduction, except
as specifically provided herein, in equal monthly installments as set out in
Addendum "A" in advance on the 1st day of each and every calendar month during
the term of this Lease. The first payment of such rental is to be made on April
1, 2003; provided, however, Landlord acknowledges that Tenant has already paid
the rent for the months of April and May, 2003, pursuant to the terms of an
extension agreement between the parties, and therefore Landlord agrees that only
the difference between the rent due under the Existing Lease and the rent due
under this Lease shall be due and payable for the month of April. All rental due
and payable under this Lease shall be made payable to: HUGHES, INC. and
delivered to the following address: P.O. Box 568065, Orlando, Florida 32856-8065
or such other address as Landlord may designate in writing to Tenant from time
to time. For questions regarding payment of rental under this Lease, Tenant may
call: Vincent Hughes at the following phone number: (407) 648-8587.

     4. Utility Bills. Tenant will pay all utility bills of all types,
including, but not limited to, water and sewer, natural gas, electricity and
sanitary pick up bills for the Premises, or used by Tenant in connection
therewith. If Tenant does not pay same, Landlord may, but shall not be obligated
to pay the same, and such payment will be added to the rental of the Premises
and reimbursed immediately to Landlord upon invoicing to Tenant.

     5. Taxes. Provided that Landlord has made arrangements for all tax-related
notices and bills to be promptly delivered directly to or forwarded to Tenant,
Tenant will pay all real property taxes, non ad valorem assessments and/or
special assessments (provided, however, that as to special assessments used to
fund improvements benefiting or located on or in the vicinity of the Premises,
which improvements have a useful life in excess of the then-remaining portion of
the additional term of this Lease, the assessments shall be paid in installments
over the longest period permitted by law or ordinance, with Tenant responsible
only for the prorated portion of such special assessments allocable to the
portion of such useful life occurring during the term of this Lease, which may
be assessed by any lawful authority against the Premises during the term of this
Lease (including any extension), including any partial year, in November of each
year or

                                       2



at the earliest date possible to take advantage of the maximum discount
available. Tenant shall provide Landlord with evidence of payment of the same
within fifteen (15) days after said payment. Tenant will pay any and all ad
valorem taxes assessed against the personal property located on the Premises,
during the entire term thereof. Tenant shall have the right, at Tenant's sole
expense, to appeal any and all taxes applicable to the Premises and Landlord
agrees that Landlord will cooperate with Tenant reasonably and sign all
documents reasonably required in connection with any such appeal. Tenant may
delay payment of any portion of such taxes which are the subject of an appeal
until the resolution of such appeal, in which event Tenant shall be solely
responsible for the payment of any penalties, interest, or additional taxes
which result from such delay. Notwithstanding the foregoing, Tenant shall not
permit the filing of a tax lien against the Premises. Tenant shall pay all
applicable sales, excise or other taxes as required by law (but not income
taxes) which are due and payable on the rents and other sums paid by Tenant
hereunder at the time of payment of said rental and other sums to Landlord. Real
Estate taxes for any partial lease years shall be prorated and paid within
thirty (30) days after invoicing by Landlord.

     6. Insurance. Tenant shall carry, at Tenant's sole cost and expense and
throughout the term of this Lease and all renewals and extensions thereof: (a)
"All Risk" insurance coverage on the demised Premises in an amount not less than
the full insurable value (the term "full insurable value" will mean the actual
replacement cost, excluding foundation and excavation costs, as reasonably
determined by Landlord; (b) insurance coverage on all equipment, fixtures and
appliances owned by Tenant; and (c) comprehensive general liability insurance
coverage with respect to the Premises in an amount not less than $1,000,000.00
per occurrence and $5,000,000.00 in the aggregate.

Landlord and Tenant shall each name the other as an additional insured under all
insurance policies required by each of them to be maintained hereunder and
furnish evidence of such coverages and additional insured status in the form of
certificates of insurance to the other prior to the commencement of the term of
this Lease and at least fifteen (15) days prior to the earlier of the
commencement of each year of the term of this Lease or the date upon which such
insurance coverage would otherwise lapse if not renewed. All insurance provided
for in this Lease will be effected under enforceable policies issued by insurers
of recognized responsibility licensed to do business in the state in which the
Premises are located. If Landlord or Tenant provides any insurance required by
this Lease in the form of a blanket policy, Landlord or Tenant, as the case may
be, shall furnish satisfactory proof that such blanket policy complies in all
respects with the provisions of this Lease and that the coverage thereunder is
at least equal to the coverage which would be provided under a separate policy
covering only the Premises or common areas, if applicable.

If Landlord so requires, the policies of insurance provided for will be payable
to the holder of any mortgage, as the interest of such holder may appear,
pursuant to a standard mortgagee clause. All such policies will, to the extent
obtainable, provide that any loss will be payable to Landlord or to the holder
of any mortgage notwithstanding any act or negligence of Tenant which might
otherwise result in forfeiture of such insurance. All such policies will, to the
extent obtainable, contain an agreement by the insurers that such policies will
not be canceled without

                                       3



at least thirty (30) days prior written notice to Landlord and to the holder of
any mortgage to whom loss hereunder may be payable.

If Tenant fails to maintain all insurance as provided above, or fails to furnish
Landlord timely proof and assurance of the existence and continuance of the
insurance, such failure shall be deemed a default hereunder, and Landlord may
terminate this Lease or Landlord may, but is not obligated to, take such
measures as Landlord deems desirable to obtain the insurance for Landlord's
protection, and upon written request, Tenant shall immediately reimburse
Landlord for all costs and expenses thereof. Failure of Tenant to immediately
make such payment upon request shall be deemed a default hereunder, for which
Landlord may terminate this Lease or pursue all other rights and remedies
provided under this Lease.

The parties shall fully cooperate in making claims and furnishing information to
the insurer or insurers, and obtaining settlements and payments from the insurer
or insurers.

     7. Maintenance and Repairs by Tenant. Throughout the term of the Lease
(including any extension), Tenant shall, at its own expense, keep and maintain
in substantially the same condition as at the execution of this Lease, ordinary
wear and tear excepted, the interior and exterior of the Premises, including
without limitation, the roof, all structural components of the building or
buildings on the Premises, the parking lot and all driveways, all fences and
other structures on the Premises and all systems pertaining to water,
electrical, HVAC, and lighting. Tenant shall also be responsible for remedying
all health and safety hazards associated with the Premises caused by Tenant or
Tenant's agents or invitees. Tenant will also perform routine and regular
exterior lawn and landscaping maintenance. Tenant shall enter into and maintain
throughout the term of this Lease a service agreement with a reputable vendor
for regular maintenance to the HVAC system serving the Premises, including, but
not limited to, removal of trees and/or bushes growing against structures or
fences. Tenant also shall be responsible for correcting and repairing those
items set out in Exhibit "B" attached and made a part hereof (the "Current
Repairs"), at Tenant's sole cost and expense, within one hundred eighty (180)
days of the execution of this Lease. The Current Repairs should be made in a
manner consistent with the standards of the commercial industry, and Tenant
shall maintain the Current Repairs throughout the term of the Lease (including
any extension) in good condition, ordinary wear and tear excepted. Landlord
shall have the right to have the Current Repairs inspected by an independent
third party, chosen by Landlord, and reasonably acceptable to Tenant (the
"Inspector"), to ensure that the Current Repairs have been made in accordance
with industry standards. It is the intent of the parties that the Inspector's
inspection responsibilities shall relate only to the Current Repairs. Landlord
therefore agrees that the Inspector shall not request any repairs or
modifications which are not specifically designated as a Current Repair and
Tenant shall not be responsible for any repairs or modifications which are not
specifically designated as a Current Repair. Failure to complete repairs and
correction of said items within said one hundred eighty (180) day period shall
constitute a default hereunder and Landlord shall be entitled to all rights and
remedies as provided under this Lease.

     8. [INTENTIONALLY DELETED].

                                       4



     9. Destruction of or Damage to the Premises. If the Premises are totally
destroyed by storm, fire, lightning, earthquake or other casualty, this Lease
will terminate as of the date of such destruction, and rental will be accounted
for as between Landlord and Tenant as of that date. If the Premises are damaged
but not wholly destroyed by any of such casualties, rental will abate in such
proportion as use of the Premises has been destroyed, and Landlord will restore
the Premises to substantially the same condition as before the damage as
speedily as practicable, whereupon full rental will recommence; however, if the
damage will be so extensive the same cannot be reasonably repaired and restored
within three (3) months' time from the date of the casualty, then either
Landlord or Tenant may cancel this Lease by giving written notice to the other
party within thirty (30) days from the date of such casualty. In such event,
rental will be apportioned and paid up to the date of such casualty.

     10. Modifications and Alterations to the Premises. No modifications,
alterations, or improvements to the building are allowed without the prior
written consent of Landlord, which consent will not be unreasonably withheld,
conditioned or delayed. "Reasonable," as used herein, shall mean using customs
and practices generally accepted in the industry. In addition, as a condition to
any such approval, Landlord may require that any such alterations or
modifications be removed upon termination of the Lease. No openings or cuts
through the roof or the exterior walls of the buildings on the Premises shall be
permitted without the written consent of Landlord which can be granted or denied
in Landlord's reasonable discretion.

     11. Removal of Fixtures. Tenant may (if not in default hereunder) prior to
the expiration of this Lease, or any extension thereof, remove all personal
property, fixtures and equipment which Tenant has placed in the Premises,
provided that during such removal Tenant will make all reasonable repairs
necessary to return the Premises to its original condition, reasonable wear and
tear excepted and to repair any damages caused by such removal.

     12. Return of the Premises. Tenant agrees to return the Premises to
Landlord at the expiration or prior termination of this Lease in good condition
and repair, reasonable wear and tear, damage by storm, fire, lightning,
earthquake or other casualty alone excepted. All trash and debris and Tenant's
personal property shall be removed from the Premises, all floors will be broom
cleaned, all carpets will be vacuumed, all restrooms will be cleaned and all
cobwebs or indications of other animal or bird encroachments will be cleaned
and/or removed from the Premises. All keys, alarm codes, equipment warrantees,
and HVAC (or other equipment used in the operation of the building and belonging
to Landlord) maintenance records kept by Tenant will be turned over to Landlord
within 30 days after Tenant vacating the Premises.

     13. Condemnation. If the whole of the Premises, or such portion thereof as
will make the Premises unusable for the purpose herein leased, be condemned by
any legally constituted authority for any public use or purpose or if Landlord
sells the Premises under threat of condemnation, then in either of said events
the term hereby granted will cease from the time when possession thereof is
taken by public authorities, and rental will be accounted for as between
Landlord and Tenant as of that date.

If there is a partial taking and if it is not so extensive as to render the
remaining portion (after restorations) unsuitable for the business of Tenant,
then this Lease will continue in effect and

                                       5



Landlord, upon receipt of the award in condemnation, will expeditiously commence
and complete all necessary repairs and restorations to the Premises so as to
constitute the portion of the building not taken a complete architectural unit
and restore the Premises as nearly as practicable to its prior condition;
provided, however, that such work does not exceed the scope of the original
construction, and Landlord will not be under any duty to expend amounts in
excess of the award received by Landlord. Rent, taxes and other charges payable
by Tenant will equitably abate while Landlord's repairs and restorations are in
process. If a partial taking consists only of a street widening or utility
easement which, is reasonably determined not to materially affect Tenant's use
of the Premises including Tenant's parking and any outside storage areas, this
Lease will continue in full force and effect without abatement of rent, taxes or
other charges.

All compensation awarded for such taking or condemnation, whether for the whole
or for any part of the Premises, shall be the property of Landlord, whether such
compensation is for diminution in the value of the leasehold interest of Tenant,
the fee of the Premises, or otherwise, and Landlord shall be entitled to the
entire amount of any award for such taking or condemnation. The Tenant shall,
however, be entitled to recover from the condemning authority, if permitted by
law, any actual relocation expenses and compensation for the taking of any trade
fixtures.

     14. Compliance with Laws, Etc. Tenant agrees, at its own expense, to
promptly comply with all requirements of any legally constituted public
authority made necessary by reason of Tenant's use of said Premises. The Tenant
shall also be liable for: (a) repairs, alterations, replacements of retrofitting
required by the accessibility or path of travel requirements set forth in Title
III of the Americans With Disabilities Act of 1990, 42 USC (S) 12101, et seq.
and regulations and guidelines promulgated thereunder, as amended from time to
time (collectively, the "ADA"); (b) repairs, alterations or replacements
required to comply with federal, state or local indoor air quality laws, rules
or regulations; (c) repairs or replacements incident to CFC conversions for
heating and cooling systems; (d) installation, modification or upgrade of fire
protection and sprinkler systems; and (e) repairs, alterations or replacements
described in Exhibit "B" attached, if applicable.

     15. Assignment. Except as set forth below, Tenant may not assign this
Lease, or any interest thereunder, or sublet the Premises in whole or in part
without prior written consent of Landlord after notice of its intent to assign
or sublease, which consent shall not be unreasonably withheld, conditioned or
delayed. Tenant shall provide Landlord with the customary financial information
regarding the proposed assignee or subtenant and a statement regarding the
intended use of the property by said assignee or subtenant, except with respect
to any assignee or subtenant that is an affiliate of Tenant. Provided any such
subtenant or assignee uses the Premises for a current and existing use of
Tenant's business (regardless of whether that business is the business being
operated by the branch of Tenant currently occupying the Premises), Tenant may
(a) sublet all or part of the Premises to any corporation, the majority of whose
shares are owned by Tenant, during the period of such majority ownership only or
(b) assign this Lease to any corporation which owns more than fifty percent
(50%) of Tenant's issued and outstanding shares, or which succeeds to the entire
business of Tenant through purchase, merger, consolidation or reorganization, or
to any affiliate sharing common majority ownership with the

                                       6



Tenant without Landlord's approval but with written notice of such transfer.
Subtenants or assignees will become liable directly to Landlord for all
obligations of Tenant hereunder, without relieving Tenant's liability hereunder.
Notwithstanding anything herein to the contrary, in no event shall any subtenant
or assignee use the Premises for any immoral purpose, including, but not limited
to, massage parlors, adult bookstores, adult theaters, adult amusement
facilities, or any other type of facility selling, leasing or displaying
pornographic materials. In addition, the use of any Hazardous Materials, other
than those Hazardous Materials currently used in Tenant's business (which
Hazardous Materials shall be used in conformity with all laws), by any subtenant
or assignee shall be subject to Landlord's sole, but reasonable, discretion. As
a condition of Tenant's ability to sublease the Premises, any sublease payments
in excess of the rents due under this Lease shall be payable to the Landlord as
payments are received by the Tenant.

     16. Mortgagee's Rights. Tenant's rights will be subordinate, inferior and
subject to any bona fide mortgage or deed to secure debt which is now, or may
hereafter be, placed upon the Premises by Landlord, and Tenant agrees to execute
and deliver such documentation as may be reasonably required by any such
mortgagee to effect any subordination. Provided, however, as a condition to such
subordination, Landlord must secure from each mortgagee a nondisturbance
agreement, in a form reasonable and customarily utilized in the commercial
lending industry, providing that in the event of a foreclosure the mortgagee
will recognize the validity of this Lease and, provided that Tenant is not in
default, will not disturb Tenant's possession or its rights under this Lease.
Tenant shall attorn to such mortgagee or subsequent owner.

     17. Use of the Premises. The Tenant may use the Premises for all existing
Tenant uses and for warehouse, sales, outside storage and office purposes, and
for no other use or purpose. The Premises will not be used for any illegal
purposes, nor in any manner to create any nuisance or trespass; nor in any
manner to vitiate the insurance, based on the above purposes for which the
Premises are leased.

     18. Signs. Tenant will have the right to erect at Tenant's sole expense
signage at the entrance to and upon the Premises, including but not limited to a
customary trade sign identifying the business of Tenant. The erection of signage
by Tenant will be subject to and in conformity with all applicable laws, zoning
ordinances and building restrictions or covenants of record. On or before
termination of this Lease, Tenant will remove the signage thus erected, and will
repair any damage or disfigurement, caused by such removal. All signage proposed
by Tenant shall be subject to Landlord's review and approval, which approval
shall not be unreasonably withheld, conditioned or delayed.

     19. Entry for Carding, etc. Landlord may card the Premises "For Rent" or
"For Sale" one hundred eighty (180) days before the termination of this Lease.
Landlord may enter the Premises at reasonable hours during the term of this
Lease to exhibit the same to prospective purchasers, to insure compliance by
Tenant under the Lease and to make repairs required of Landlord under the terms
hereof.

                                       7



     20. Indemnity. Landlord and Tenant agree to indemnify and save harmless
each other and their respective affiliates, directors, officers, employees,
agents, servants, attorneys and representatives from any and all claims, causes
of action, damages, fines, judgments, penalties, costs, liabilities, expenses or
losses (including without limitation, reasonable attorneys' fees) arising during
or after the Term including without limitation during the period of time that
Tenant or Tenant's predecessors in interest have occupied the Premises under the
Existing Lease or previous leases as a result of any breach of their respective
obligations under Paragraphs 7 and 14 of this Lease.

Tenant agrees to indemnify and save harmless Landlord and its parents,
subsidiaries, affiliates, directors, officers, employees, agents, servants,
attorneys and representatives from any and all claims, causes of action,
damages, fines, judgments, penalties, costs (including environmental clean-up
costs and response costs), liabilities, expenses or losses (including without
limitation, reasonable attorneys' fees and expenses of litigation and the
retention of independent counsel protecting Landlord's interests) arising during
or after the Term including without limitation during the period of time that
Tenant or Tenant's predecessors in interest have occupied the Premises under the
prior lease or previous leases: (a) as a result of any violation by Tenant of
any applicable federal, state or local environmental laws or regulations, as
now, previously or hereinafter in effect, regulating, relating to or imposing
liability or imposing standards of conduct concerning any Hazardous Materials;
or (b) as a result of the presence, disturbance, discharge, release, removal or
cleanup of Hazardous Materials or as a result of environmental contamination or
other similar conditions which existed after commencement of the Tenant's or
Tenant's predecessor's in interest original occupancy of the Premises under
previous leases and which was caused by or brought onto the Premises by Tenant,
Tenant's predecessors in interest or their respective agents, contractors,
employees, licensees and invitees; or (c) as a result of any violation by Tenant
of the accessibility or path of travel requirements of the ADA; or (d) as a
result of Tenant's (and its subtenants and assigns) use and occupancy of the
Premises since Tenant's initial occupancy. These indemnities will survive the
expiration, cancellation or termination of the Lease. In no event, however,
shall Tenant be liable for the acts of Landlord, prior owners of the Premises or
any other tenants of the Premises, it being the intent of the parties that
Tenant be liable only for its own acts and those of its employees, licensees,
agents, subtenants and assigns.

In the event Landlord becomes involved through or on account of the terms of
this Lease, or through or on account of the use or occupancy of the Premises by
Tenant, or through or on account of the conduct of Tenant's business on or about
the Premises in any controversy or litigation with a third party, Landlord shall
be entitled to retain independent counsel for the purpose of protecting or
defending Landlord for all of Landlord's costs and attorneys' fees. If Landlord
so requests, Tenant shall execute and deliver to Landlord an indemnifying bond
with surety satisfactory to Landlord, which bond shall provide for the discharge
and payment of any and all final judgments, liens, costs, damages, expenses, and
obligations of Landlord whatsoever, in or arising out of the controversy or
litigation involving Landlord, including all costs, expenses and attorneys'
fees, incurred by Landlord in protecting Landlord's interest or defending
Landlord in such controversy or litigation. In the event Tenant and Landlord
cannot agree on the amount of any such bond, Landlord shall be entitled to have
a court of competent jurisdiction to determine the amount of such bond.

                                       8



     21. Default of Tenant. It is mutually agreed that in the event: (a) the
rent herein reserved is not paid at the time and place when and where due and
Tenant fails to pay said rent within five (5) days after written demand from
Landlord; or (b) Tenant will fail to comply with any material term, provision,
condition, or covenant of this Lease, other than the payment of rent, and will
not cure such failure within thirty (30) days after notice to Tenant of such
failure to comply or such additional time period as may reasonably be necessary
to effect a cure of the default provided that Tenant commences within said
thirty (30) day period and diligently pursues a cure of the default to
completion; or (c) Tenant causes any lien to be placed against the Premises and
does not cure the same within thirty (30) days after notice from Landlord to
Tenant demanding cure; or (d) proceedings under the Bankruptcy Act for
bankruptcy are filed by or against Tenant as Tenant's performance hereunder, and
if filed against Tenant, have not been dismissed within thirty (30) days after
the filing; or (e) an assignment of Tenant's property for the benefit of
creditors is made; or (f) a receiver, conservator, or similar officer is
appointed by a court of competent jurisdiction to take charge of all or a
substantial part of Tenant's property and within thirty (30) days after
appointment the officer is not discharged and possession of the property is not
restored to Tenant; or (g) Tenant's interest in the Premises or under this Lease
is the subject of taking or levy under execution, attachment, or other process
of law and the action is not cancelled or discharged within thirty (30) days
after its occurrence; or (h) Tenant abandons the Premises and leaves it in a
condition that could be vandalized or occupied by unauthorized third parties;
THEN in any of such events, Landlord will have the option to do any of the
following, in addition to, and not in limitation of any other remedy permitted
by law or in equity or by this Lease: (1) re-enter and repossess the Premises
and remove any property of Tenant thereon and store the same elsewhere at
Tenant's expense without relieving Tenant from any liability or obligation; or
(2) relet the Premises or any part thereof for Tenant's account, but without
obligation to do so and without relieving Tenant from any liability or
obligation, applying any amount received by Landlord from reletting first to all
reasonable costs and expenses incurred by Landlord in reletting; or (3) bring an
action then or thereafter against Tenant to recover the amount of any payment
owing by Tenant to Landlord as the same is due, becomes due, or accumulates; or
(4) accelerate all rent due under this Lease and bring then or thereafter an
action for all such amounts due and owing by Tenant to Landlord; or (5)
terminate this Lease by giving Tenant written notice thereof, without relieving
Tenant from any obligation or liability for payments theretofore or thereafter
becoming due or any other present or prospective damages or sums due or provided
by law or this Lease and resulting from Tenant's default; or (6) terminate this
Lease, relieving Tenant of any liability or obligation for rental payments or
others payments thereafter becoming due; or (7) exercise any combination of the
above remedies or any other remedy provided by law or in equity. Landlord's
remedies set forth in this Lease are cumulative and are not in limitation of any
remedies given by law or in equity. Landlord's forbearance to terminate shall
not waive Landlord's right to do so in the event of a continuing or subsequent
default. Any notice in this provision may be given by Landlord or its attorney.
No termination of this Lease prior to the normal ending thereof, by lapse of
time otherwise, will affect Landlord's right to collect rent for the period
prior to the termination thereof. Landlord's right to pursue any remedy afforded
to it herein or at law or in equity shall be subject to an obligation on the
part of the Landlord to take all reasonable and prompt action required by
Florida law to mitigate its damages as a result of any Tenant default.

                                       9



     22. Default of Landlord. Should Landlord fail to perform any of its
obligations hereunder, Landlord will have a period of thirty (30) days after its
receipt of written notice from Tenant of a failure of performance within which
to commence a cure of that failure or such additional period of time as may
reasonably be necessary to effect a cure of the default provided that Landlord
commences said cure within said thirty (30) day period and diligently pursues a
cure of the default to completion. Failure of Landlord to commence that cure
within the 30-day period or to effect that cure within that 30-day period or the
additional period as provided above will be an event of default under this Lease
and Tenant may, at its option, elect to: (a) bring an action to require specific
performance of Landlord's obligations; (b) provide Landlord with an additional
period of time within which to effect that cure; (c) commence such cure itself,
and Tenant may either, at its option, offset any expenses it incurs in effecting
such cure against the rent and other charges due and payable by Tenant
hereunder, or require that Landlord immediately reimburse Tenant for its
expenses; provided, however, in the event of an emergency, Tenant may
immediately effect a cure of Landlord's failure should Landlord fail to act
immediately to do so, without the requirement of any notice by Tenant to
Landlord; and/or (d) pursue any other remedies provided herein or provided by
law.

     23. Warranties. Landlord warrants that Landlord owns the Premises in fee
simple and has the right to enter into this Lease and that the Premises are free
from liens and encumbrances except for utility easements and un-violated
restrictive covenants which do not materially adversely affect Tenant's intended
use of the Premises; and covenants that Tenant, provided it performs all of its
obligations under this Lease, will peaceably and quietly enjoy the Premises
during the Lease term without any disturbance from Landlord, anyone claiming by,
through or under Landlord, or any other party, except as otherwise specifically
provided in this Lease.

     24. Holding Over. If Tenant remains in possession of the Premises after
expiration of the term hereof, with Landlord's acquiescence and without any
express agreement of the parties, Tenant will be a tenant-at-will at the rental
rate equal to 150% of the rent in effect at end of the Lease; and there will be
no renewal of this Lease by operation of law.

     25. Notices. Any notice given pursuant to this Lease will be in writing and
sent by certified mail to:

     (a) Landlord: Hughes, Inc.
                   P.O. Box 568065
                   Orlando, Florida 32804
                   Attention: Vincent Hughes
                   Phone No.:(407) 648-8587 / Fax No.:
                                                       -------------

                   and

                   Hughes, Inc.
                   1411 Edgewater Drive, Suite 200
                   Orlando, Florida 32804
                   Attention: Vincent Hughes
                   Phone No.:(407) 648-8587 / Fax No.:
                                                           -------------

                                       10



                              [LANDLORD TO VERIFY]

or to such other address as Landlord may hereafter designate in writing to
Tenant.

                                       11



     (b) Tenant:   Hughes Supply, Inc.
                   20 North Orange Avenue, Suite 200
                   Orlando, Florida 32801
                   Attention: Associate General Counsel
                   Phone No.: (407) 841-4755 / Fax No.: (407) 649-3018

or to such other address as Tenant may hereafter designate in writing to
Landlord.

     26. Recording. This Lease shall not be recorded by either party.

     27. Construction of Lease Terms. The terms of this Lease will not be
construed more strongly against any party, regardless of which party was
responsible for the preparation and drafting of this Lease.

     28. Attorneys and Other Professional Fees. In any litigation between the
parties regarding this Lease, the losing party agrees to pay to the prevailing
party its reasonable attorneys', paralegals', accountants', consultants', and
experts' fees and expenses of litigation at all trial, appellate and alternative
dispute resolution levels and forums. For purposes of this paragraph, a party is
to be considered the prevailing party if:

     (a)  it initiated the litigation and obtains (by judgment or agreement)
          substantially the relief sought; or

     (b)  it did not initiate the litigation and the other party does not obtain
          (by judgment or agreement) substantially the relief sought.

     29. Waiver of Rights. No failure of Landlord to exercise any power given
Landlord hereunder, or to insist upon strict compliance by Tenant with its
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof will constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof.

     30. Rights Cumulative. All rights, powers and privileges conferred
hereunder upon the parties hereto will be cumulative but not restrictive to
those given by law.

     31. Time of Essence. Time is of the essence of this Agreement.

     32. Definitions. "Landlord" as used in this Lease will include first party,
its heirs, representatives, assigns, and successors in title to the Premises.
"Tenant" will include second party, its heirs and representatives, assigns and
successors, and if this Lease will be validly assigned, or sublet, will include
also Tenant's assignees or sub-Tenants, as to the Premises covered by such
assignment or sub-lease. "Landlord" and "Tenant" include male and female,
singular and plural, corporation, partnership or individual, as may fit the
particular parties.

                                       12



     33. Entire Agreement. This Lease contains the entire agreement of the
parties hereto, and no representations, inducements, promises or agreements,
oral or otherwise, between the parties, not embodied herein, will be of any
force or effect.

     34. Severability and Governing Law. If any term, covenant or condition of
this Lease or the application thereof to any person, entity or circumstance
will, to any extent, be invalid or unenforceable, the remainder of this Lease,
or the application of such term, covenant, or condition to persons, entities or
circumstances other than those which or to which sued may be held invalid or
unenforceable, will not be affected thereby, and each term, covenant or
condition of this Lease will be valid and enforceable to the fullest extent
permitted by law. This Lease shall be governed by and construed in accordance
with the law of the state in which the Premises are located. Venue shall lie in
the State courts for the County where the Premises is located.

     35. Brokerage. On or before the commencement of the additional term of this
Lease, Landlord will pay a real estate commission to: Realty Capital Advisors,
Inc. as Landlord's representative and listing broker pursuant to a separate
agreement. Each of Landlord and Tenant warrants to the other that, other than as
stated in this Paragraph, and as specifically set forth herein, no commissions
are payable or due to any other broker or finder in connection with this Lease
and each of Landlord and Tenant agrees to indemnify, defend and hold the other
harmless from and against any commissions or fees or claims for commissions or
fees arising under the indemnifying party, which indemnification will expressly
survive the termination of this Lease. Tenant agrees that any fee or other
remuneration to Mohr Partners, Inc. shall be the sole responsibility of Tenant
and Tenant shall indemnify Landlord and Realty Capital Advisors, Inc. from any
claims brought by, or on behalf of, Mohr Partners, Inc.

     36. Radon Gas. RADON GAS: Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in the
state in which the Premises are located. Additional information regarding radon
and radon testing may be obtained from your county public health unit.

     37. Mechanic's Liens. Landlord's interest in the Premises is not subject to
liens for improvements or work made or done by Tenant to or upon the Premises,
and such liability is expressly prohibited as contemplated by Section 713.10,
Florida Statutes. Tenant shall not cause or permit any mechanic's lien to be
placed against the Premises. If any mechanic's lien is placed against the
Premises, or any claim thereof is filed against the premises as the result of
anything done or permitted by Tenant, Tenant shall cause the same to be removed
within thirty (30) days after being notified thereof, and shall indemnify and
hold Landlord harmless from adverse effects thereof; provided, however, Landlord
shall have the right to pay and discharge any such lien if the same is not
removed by Tenant as provided herein, and Tenant shall forthwith pay to Landlord
all amounts incurred by Landlord in removing such lien, or protecting against
such lien, including, without limitation, attorneys' fees and costs.

     38. Relationship of Parties. Nothing contained in this Lease shall
constitute or be construed to create the relationship of principal and agent,
partnership, joint venturers or any other relationship between the parties
hereto other than the relationship of Landlord and Tenant.

                                       13



     39. Certificates. Landlord and Tenant shall at any time from time to time,
upon not less than twenty (20) days prior written notice from the other party,
execute, acknowledge and deliver to the other party a statement, in writing,
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect, as
modified and stating the modifications), and the date to which the rental has
been paid and whether or not there is any existing default by Tenant with
respect to any sums of money required to be paid by Tenant under the terms of
this Lease, or whether a notice of default has been served by Landlord or
Tenant, it being intended that any such statement delivered pursuant to this
paragraph may be relied upon by any prospective or existing mortgagee or
assignee of any mortgage or purchaser of the Premises or by any prospective
assignee or subtenant of the leasehold estate. If any such certification by
Landlord shall allege non-performance by Tenant the nature and extent of such
non-performance, insofar as actually known by Landlord, shall be summarized
therein.

     40. Hazardous Materials. The term "Hazardous Substances," as used in this
Lease shall include, without limitation, flammables, explosives, radioactive
materials, asbestos, polychlorinated biphenyls (PCB's), chemicals known or
suspected to cause cancer or reproductive disorders or birth defects,
pollutants, contaminants, hazardous wastes, solid wastes, mold, mildew,
hazardous materials, hazardous substances, toxic substances or related
materials, petroleum and petroleum products, including without limitation, any
compound or substance containing any of the foregoing, and substances declared
to be hazardous or toxic under any law, statute, ordinance, or court order or
decision, or any regulation promulgated by any agency or governmental entity,
now in effect or enacted, passed decided or promulgated at any time in the
future or that existed in the past during the Tenant's or Tenant's predecessor
in interest's previous occupancy.

          (a) Tenant's Restrictions. Tenant shall not cause, have caused or
affirmatively permit and shall take reasonable steps to avoid causing:

               (1) Any violation of any federal, state or local law, statute,
     ordinance or regulation, previously, now or hereafter enacted or
     promulgated, related to the presence, escape, seepage, leakage, spillage,
     discharge, emission or release of any Hazardous Substance on, under or
     about the Leased Premises or any other environmental conditions, on, under
     or about the Premises.

               (2) The use, generation, manufacture, refining, production,
     processing, storage or disposal of any Hazardous Substance on or about the
     Premises without Landlord's prior written consent, which written consent
     may be denied, withdrawn, conditioned or modified by Landlord at any time
     and from time to time in its sole and absolute discretion. Notwithstanding
     the foregoing, Landlord acknowledges and consents to Tenant's lawful use,
     storage and sale of those Hazardous Substances that are currently used,
     stored or sold by Tenant in the ordinary course of its business (it being
     the intent of the parties that "the ordinary course of its business" shall
     include all operations of Tenant existing at the execution of this Lease,
     regardless of whether such business is being operated on the Premises), as
     well as comparable or equivalent substances that may

                                       14



     be used, stored or sold by Tenant in the future, which consent may not be
     revoked or conditioned provided Tenant is complying with all applicable
     laws, rules and regulations governing such Hazardous Materials.

          (b) Tenant's Covenants. Throughout the term of this Lease, Tenant
shall:

               (1) Afford the Landlord full and complete access to and upon the
     Premises upon reasonable prior notice and, during Tenant's business hours,
     except in the event of an emergency, in which event no prior notice is
     required so that Landlord and/or its employees or consultants may
     investigate Tenant's compliance with all environmental laws or to determine
     whether any Hazardous Substances exist or are present on, under or about
     the Premises.

               (2) Except as specifically set forth herein, at Tenant's sole
     cost and expense, cause the Premises and all of Tenant's business
     operations thereon to comply with all laws, statutes, ordinances and
     regulations governing the use, generation, transportation, storage, release
     or disposal of any Hazardous Substances by Tenant, its employees, agents or
     contractors ("Tenant Parties"). Notwithstanding anything herein to the
     contrary, Tenant shall not be responsible for curing any non-compliance
     which (i) arose prior to Tenant's initial occupancy of the Premises; and/or
     (ii) arose or may arise from an off-site source and which was not caused by
     the acts and/or omissions of Tenant or Tenant Parties; and/or (iii) arose
     or may arise as a result of the acts or omissions of Landlord, its agents,
     licensees and assigns, or any third party, it being the intent of the
     parties that Tenant shall be responsible only for the compliance of Tenant
     and Tenant Parties.

               (3) In the event that Tenant receives any warning, notice of
     violation, complaint or order in regard to any private or governmental
     action or investigation taken related to or in any way connected with the
     presence of any Hazardous Substances on, under or about the Premises,
     Tenant shall immediately upon receipt thereof deliver a copy of any such
     warning, notice or order to the Landlord.

               (4) In the event that Tenant has used or uses, generates,
     transports or stores any Hazardous Substances on or about the Premises and
     Landlord has consented to such use, generation, transportation, or storage
     in writing, then as an additional condition of such consent Tenant shall at
     its sole costs and expense apply for, obtain and continuously and
     completely comply with the conditions of any and all permits and approvals
     required therefor by any governmental authority, agency or instrumentality.

               (5) To the extent required by any applicable law related to the
     use, generation, production or storage of Hazardous Substances, Tenant
     shall keep and maintain complete and accurate records available at all
     times for inspection by Landlord, of all manifests, receipts, bills of
     lading and other indicia or evidence of the receipt of all Hazardous
     Substances and the subsequent use, processing, disposal and/or shipment of
     the Hazardous Substances, all as may be required to confirm that no loss or
     release of Hazardous Substances has occurred, or if a loss or release has
     occurred, the

                                       15



     documentation will confirm the exact nature of the loss or release, and
     Tenant shall, if requested by Landlord, supply copies of all documents to
     Landlord.

               (6) In the event that the Tenant shall place upon the Premises
     any underground storage tanks, Tenant shall be responsible at its sole cost
     and expense for complete and continuous compliance with each and every one
     of the requirements of any statute or regulation with respect to
     underground storage tanks, including without limitation, Florida
     Administrative Code Chapter 17-761 and any subsequent additions or
     amendments thereto or replacements therefor, including without limitation
     the requirements regarding registration, installation, operation, repairs,
     notification, reporting, record keeping, financial responsibility of the
     operator, tank and piping performance standards, system release detection
     standards, release detection and tightness testing standards, inventory
     monitoring and reconciliation, removal from service and/or closure. All
     inventory records and testing records as may be required under Florida
     Administrative Code Chapter 17-761 shall be available for inspection by
     Landlord at any time and from time to time and all submittals to the
     Florida Department of Environmental Regulation in regard to the underground
     storage tank shall also be simultaneously delivered to Landlord.

               (7) In the event the Premises shall contain any above ground
     storage tank or storage vessel placed by Tenant, its employees, agents or
     contractors, Tenant shall be responsible at its sole cost and expense for
     complete and continuous compliance with any statues or regulations
     pertaining thereto and shall construct, after prior written approval by
     Landlord of all plans therefor, all containment dikes, revetments, holding
     areas, catch basins, or other structures or devices required by law or
     regulation. Landlord's approval of such plans shall not constitute an
     acceptance by Landlord of such construction as satisfactory for regulatory
     purposes, but shall only constitute approval for the construction to occur.

          (c) Injunctive Relief. In the event of Tenant's violation of or
noncompliance with any of the restrictions or covenants (respectively a
"Restriction" or a "Covenant") set forth in sub-paragraphs (a) and (b) above,
Tenant acknowledges and agrees that Landlord shall be irreparably harmed and may
not have an adequate remedy at law. Accordingly, Tenant hereby covenants and
agrees that in the event of any such violation or noncompliance by Tenant
Parties, Landlord shall be entitled to seek and obtain an injunction prohibiting
any threatened or continuing violation of a Covenant or Restriction, or an order
of specific performance requiring performance of a Covenant, as the case may be,
and the Landlord shall not be required to post any bond or other security in
regard to such injunction.

          (d) Environmental Testing. Landlord shall have the right at any time
and from time to time, to conduct such environmental testing and investigations
as the Landlord deems necessary and desirable. Such investigations and testing
shall be at the expense of Landlord; provided, however, that in the event that
any such investigation or test reveals the presence or existence of any
Hazardous Substance, on, under or about the Premises that is introduced by
Tenant, Tenant's predecessor in interest or their respective employees,
invitees, agents or contractors, other than Hazardous Substances on the Premises
pursuant to an approval

                                       16



of Landlord which is appropriately containerized and documented fully and
completely in accordance with all applicable laws and permit requirements, then
all costs for such investigation or test and any further investigations or tests
desired by Landlord shall be borne solely and completely by Tenant.

          (e) Environmental Clean-up. In the event that any governmental
authority, agency or instrumentality or any private party notifies Tenant of the
existence of any Hazardous Substances on, under or about the Premises that is
introduced by Tenant, or its respective employees, invitees, agents or
contractors, then Tenant shall be solely and completely responsible, liable and
obligated at its sole cost and expense to clean-up and remediate the Premises
and/or any other property contaminated by any Hazardous Substances on, under or
about the Premises arising out of and occurring during the use and occupancy of
the Premises by Tenant in accordance with all standards and requirements of any
applicable government authority. In connection with such clean-up and/or
remediation, Tenant further agrees as follows:

               (1) All reports, plans, investigations and/or other written
     material to be submitted by Tenant and/or its consultants to any
     governmental authority, agency or instrumentality or any private party
     shall be submitted first to Landlord for its review and approval, which
     approval shall not be unreasonably withheld, conditioned or delayed.

               (2) Landlord shall be given prior written notice of and shall be
     afforded the opportunity to attend any discussions with any governmental
     authority, agency or instrumentality in regard to the clean-up and/or
     remediation of any Hazardous Substances on, under or about the Premises, or
     any adjacent lands.

               (3) Tenant shall promptly provide all information regarding the
     use, generation, storage, transportation, disposal, clean-up and/or
     remediation of Hazardous Substances on, under or about the Premises as
     reasonably required by Landlord from time to time.

               (4) Tenant hereby understands and agrees that Landlord shall have
     the right, but shall not be required, at any time to undertake the clean-up
     and remediation of the Premises on its own behalf at Tenant's expense in
     the event that Landlord determines in its reasonable discretion that
     Tenant's efforts have been inadequate. All expenditures of Landlord for
     such clean-up and remediation shall constitute additional rental hereunder
     and immediately due and payable upon invoicing.

          (f) Tenant's Indemnity. Tenant hereby covenants and agrees to
indemnify, defend and hold harmless Landlord, and its respective officers,
directors, beneficiaries, shareholders, partners, agents, employees and
consultants from and against any and all fines, penalties, suits, procedures,
claims, investigations, audits, inquiries and actions of every kind or nature
and any and all fees and costs incurred in connection therewith, including
attorney's fees, paralegal's fees and consultant's fees, whether incurred before
trial, at trial, upon any appellate levels or in any administrative or
bankruptcy proceedings, arising out of or in any way connected with the
presence, escape, seepage, leakage, spillage, discharge, emission or release of
any

                                       17



Hazardous Substances as a result of and during the use and occupancy of the
Premises by the Tenant on, under or about the Premises or any adjacent lands for
any violation or breach by Tenant or Tenant Parties of any of the restrictions
or covenants set forth in this paragraph 40. In the event a claim is made upon
the Landlord, the Landlord shall promptly give notice of such claim to the
Tenant, and shall promptly deliver to Tenant all information and written
material available to the Landlord relating to such claim. If such claim is
first made upon the Tenant the Tenant shall promptly give notice of such claim
to the Landlord. The Tenant shall defend in the name of the Landlord any claim
in any appropriate administrative or judicial proceedings and take whatever
actions may be reasonably requested of the Landlord to permit the Tenant to make
such defense and obtain an adjudication of such claim on the merits, including
the signing of pleadings and other documents, if necessary; provided the Tenant
shall defend the claim with counsel reasonably satisfactory to the Landlord and
Tenant provides the Landlord with evidence reasonably satisfactory to the
Landlord that the Tenant can satisfy the claim if it is upheld. In addition to
the liability for the ultimate settlement or judgment, if any, arising out of
such claim under this paragraph Tenant shall be solely responsible for all the
expenses incurred in connection with such defense or proceedings, regardless of
their outcome including attorney's fees incurred at all trial and appellate
levels.

          (h) Survival. Tenant's duties, obligations and liabilities under this
paragraph are a material inducement for Landlord to enter into this Lease and
shall survive the expiration or other termination of this Lease Agreement.

     41. Reimbursement for Costs. Landlord and Tenant acknowledge that Tenant
has expended a considerable amount of time and effort in negotiating this Lease
(and the other amended and restated) with Landlord. To compensate Tenant for its
efforts, Landlord hereby agrees to pay to Tenant, in equal annual installments,
due and payable on the first day of any such lease year, an amount equal to two
percent (2%) of the base rents payable throughout the term of this Lease,
exclusive of all taxes, insurance, utilities, maintenance, and repair costs and
other expenses to be paid by Tenant hereunder.

     IN WITNESS WHEREOF, the parties herein have executed this Lease on the day
and year first above written.

                                             "LANDLORD"

Witnesses:                                   HUGHES, INC., a Florida corporation


                                             By:
- --------------------------------                 -------------------------------

Printed:                                     Printed:
         -----------------------                      --------------------------

                                             Title:
                                                    ----------------------------

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

Printed:
        ------------------------

                                       18



                                             "TENANT"

                                             HUGHES SUPPLY, INC., a Florida
                                             corporation


                                             By:
- --------------------------------                 -------------------------------

Printed:                                     Printed:
         -----------------------                      --------------------------

                                             Title:
                                                    ----------------------------

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

Printed:
         -----------------------

                                       19



                                   EXHIBIT "A"

                         (Sketch and Legal Description)

                                       20



                             Title Commitment Legal

Description of Real Property Situated in Orange County, Florida:

Lots 17, 18 and 19, Lots 22 through 25 and the West 31.5 feet of Lot 21, Block
1; Lots 3, 4 and 5, Lots 8 through 14 and the North 102 feet of Lots 15 and 16,
Block 2, GROVE PARK, according to the map or plat thereof as recorded in Plat
Book E, Page(s) 57, Public Records of Orange County, Florida.

The North 55.5 feet of Lot 6 and all Lot 7, Less North 25 feet for street, Block
2, GROVE PARK, according to the map or plat thereof as recorded in Plat Book E,
Page(s) 57, Public Records of Orange County, Florida.

Lots 7 and 8, Block 1 and Lots 19 and 20 and the West 20 feet of Lot 18, Block
2, HUSSEY & COOK'S ADDITION TO ORLANDO, according to the map or plat thereof as
recorded in Plat Book B, Page(s) 73, Public Records of Orange County, Florida.

The North 220 feet of the West 99.8 feet of the Northeast 1/4 of the Northeast
1/4 of the Southeast 1/4 of the Southwest 1/4 of Section 26, Township 22 South,
Range 29 East less the West 49.44 feet and less the street on the North Orange
County, Florida.

                                       21



                      Legal Description from Existing Lease

521-531 West Central Boulevard: This parcel is located on the north side of
Central Boulevard and contains approximately 86,521 square feet of land area. It
includes the corporate offices, electrical sales area and warehouse, fixture
showroom, as well as parking and storage areas adjacent thereto.

521-531 Grove Park Drive: This parcel is located on the north side of Grove Park
Drive and contains office and warehouse space totaling approximately 20, 455
square feet. It also includes a steel frame, semi-enclosed metal storage shed
containing approximately 9,610 square feet, and paved parking and storage areas
totaling approximately 8,791 square feet.

Lot 18, Block 1, Grove Park: This parcel is also located on the north side of
Grove Park Drive, but is non-contiguous to other leased property. It is a paved
parking and storage area containing approximately 8,457 square feet.

520 West Central Boulevard: This parcel is a non-contiguous paved parking lot
located on the south side of Central Boulevard and totals approximately 30, 339
square feet.

536 West Central Boulevard: This parcel is a non-contiguous paved parking lot
and storage area located on the south side of Central Boulevard containing
approximately 26,178 square feet.

Total office and warehouse space in and around Central Boulevard totals
approximately 108,000 square feet. Parking and storage areas total approximately
79,120 square feet.

                                       22



                                   EXHIBIT "B"

                                (Current Repairs)

                                       23



                                  ADDENDUM "A"

                             (ADDITIONAL PROVISIONS)

     THIS ADDENDUM "A" (ADDITIONAL PROVISIONS) ("Addendum") is made and entered
effective as of the 1st day of April, 2003, by and between HUGHES, INC., a
Florida corporation ("Landlord"), and HUGHES SUPPLY, INC., a Florida corporation
("Tenant"), and is attached to and is an integral part of the Subject Lease (as
defined below).

          A. Simultaneous herewith, Landlord and Tenant entered into eleven (11)
different Amended and Restated Lease Agreements for the demised premises
("Premises") described therein (collectively, the "Leases"). In order to
simplify the drafting process, the parties used a form lease to incorporate the
basic provisions of each of the Leases. This Addendum relates to the lease for
the Premises located at 521 West Central Boulevard, Orlando, Florida (the
"Subject Lease"). The purpose of this Addendum is to set forth the site specific
provisions for the Subject Lease.

          B. Landlord and Tenant desire to amend the Subject Lease pursuant to
the terms as set forth below.

     NOW THEREFORE, in consideration of the mutual covenants contained in the
Lease and herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:

     1. All terms and conditions set forth in the Subject Lease are herein
incorporated by this reference and the defined terms set forth herein shall have
the meanings associated to them in the Subject Lease.

     2. The base rent, as referenced in paragraph 3 of the Subject Lease, is as
follows: Annual rent for the first year of the Subject Lease is $308,570.00,
payable in equal monthly installments of $25,714.17. Thereafter, rent for each
successive year of the Subject Lease Term shall increase to an amount equivalent
to 104% of the rent for the immediately preceding year.

     3. The following paragraphs or subparagraphs (as noted) are hereby added to
the Subject Lease:

          (a) Provided it is not then in default under the Subject Lease, Tenant
     may extend the term one (1) time for a five (5) year extension by written
     notice of its election to do so given to Landlord at least one hundred
     eighty (180) days prior to the then-current expiration date. The extended
     term will be on all of the terms and conditions of the Subject Lease,
     including without limitation, the annual increase as set forth in paragraph
     2 above.

                                       24



     4. The following provisions of the Subject Lease (as noted) are hereby
modified as follows:

          (a) Notwithstanding anything in Paragraphs 7 and 14 of the Subject
     Lease to the contrary, Tenant shall have no maintenance or repair
     obligations except for those necessary to address any health and/or safety
     concerns with respect to the Premises. In the event the Premises is cited
     by any applicable authority for any non-compliance, Tenant shall have the
     option to either (i) make such repairs as are required by the citing
     authority; or (ii) shut down Tenant's operations. The Landlord acknowledges
     and agrees that it is its intent to raze the building upon termination of
     the Lease and therefore accepts this limitation in Tenant's obligations.
     Furthermore, the limitations on repairs as provided above shall not operate
     to limit or in any way impair the indemnity obligations of the Tenant to
     the Landlord arising from Tenant's use and occupancy of the Premises.

     5. The Subject Lease remains in full force and effect as amended above.

     IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed effective the date first written above.

WITNESSES:                                   LANDLORD:

                                             HUGHES, INC.,
                                             a Florida corporation


- --------------------------------             By: /s/ Vincent S. Hughes
                                                 -------------------------------
Print Name:                                  Name:
           ---------------------                   -----------------------------
                                             Title:
                                                    ----------------------------

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

Print Name:
           ---------------------

                                       25



                                             TENANT:

                                             HUGHES SUPPLY, INC.,
WITNESSES:                                   a Florida corporation


- --------------------------------             By: /s/ Mark D. Scimeca
                                                 -------------------------------
Print Name:                                  Name:
           ---------------------                   -----------------------------
                                             Title: Associate General Counsel

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

Print Name:
           ---------------------

                                       26



                                                                 Exhibit 10.1(b)

1010 West Grand Avenue
Orlando, Florida

                      AMENDED AND RESTATED LEASE AGREEMENT

     THIS AMENDED AND RESTATED LEASE (this "Lease") is made effective as of
April 1, 2003, by and between HUGHES, INC., a Florida corporation, first party,
hereinafter referred to as "Landlord", and HUGHES SUPPLY, INC., a Florida
corporation, second party, hereinafter referred to as "Tenant" who covenant and
agree as follows:

     WHEREAS, Landlord and Tenant are parties to numerous leases (the "Original
Leases") for various sites located in Florida, including, but not limited to,
that certain lease dated March 31, 1988, as amended (the "Existing Lease"), for
the premises more particularly described therein. Landlord and Tenant are in the
process of amending and restating the majority of the Original Leases, including
the Existing Lease. In order to simplify the drafting of each amended and
restated lease, the parties are using a form document for each site. Attached to
each amended and restated lease is an Addendum "A," Additional Provisions, which
sets forth the site specific provisions for each individual site (the
"Addendum"). In each instance, in the event of any conflict between the amended
and restated lease and the Addendum, the terms of the Addendum shall control;
and

     WHEREAS, Landlord and Tenant desire to extend the term of the Existing
Lease and otherwise amend and restate the terms and conditions thereof. It is
the intent of the parties that this Lease serve as a novation of the Existing
Lease unless specifically stated to the contrary herein.

     NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Landlord and Tenant agree as
follows:

     1. Premises. Landlord, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, reserved and contained, to
be paid, kept and performed by Tenant, has leased and rented, and by these
presents does lease and rent, unto said Tenant, and said Tenant hereby agrees to
lease and take upon the terms and conditions which hereinafter appear, the
following described property (hereinafter called "Premises"). The Premises
consists of real property and improvements located at 1010 West Grand Avenue,
Orlando, Florida, including, without limitation, an approximately 68,600 square
foot building, all as set forth in Exhibit "A" attached hereto and made a part
hereof. Notwithstanding the foregoing, Landlord and Tenant acknowledge that the
square footages are not represented measurements, but estimates only. Tenant has
had the opportunity to verify the square footages, has not done so, and Tenant,
therefore, agrees to hold Landlord harmless from any discrepancy in the
estimated and actual square footage of the building. The parties acknowledge
that the legal description used in the Existing Lease may have been inaccurate,
but that the parties have not been able to verify same prior to the execution of
this Lease. It is in the best interest of the parties that Tenant continue to
use all such space it has been using under the Existing Lease, regardless of the
actual legal description or other depiction of the Premises contained in the
Existing Lease. Exhibit "A" contains both a sketch of the Premises and the legal
description. In the event of any dispute as to



what comprises the Premises, the actual space used by Tenant under the Existing
Lease shall be the accepted description, with the sketch controlling over the
address of the Premises, and the address of the Premises controlling over the
legal description attached hereto. Notwithstanding anything herein to the
contrary, Landlord shall have the right, within sixty (60) days of the execution
of this Lease, to have a new survey of the Premises prepared and, upon approval
by Tenant, said survey shall serve as the legal description for the Premises. In
the event a new survey is prepared and available prior to execution of this
Lease, the legal description and depiction set out in the new survey (which will
be a part of the Exhibit "A" attached hereto), approved by both parties, shall
control.

     2. Term. Tenant shall continue to have and hold the Premises for an
additional term of thirty (30) months, said additional term to commence
effective as of April 1, 2003, and to end on September 30, 2005.

     3. Rental. Tenant shall pay as rental for the Premises for the term of this
Lease the amounts set out in Addendum "A" attached hereto and made a part
hereof. The rental shall be due and payable without setoff or deduction, except
as specifically provided herein, in equal monthly installments as set out in
Addendum "A" in advance on the 1st day of each and every calendar month during
the term of this Lease. The first payment of such rental is to be made on April
1, 2003; provided, however, Landlord acknowledges that Tenant has already paid
the rent for the months of April and May, 2003, pursuant to the terms of an
extension agreement between the parties, and therefore Landlord agrees that only
the difference between the rent due under the Existing Lease and the rent due
under this Lease shall be due and payable for the month of April. All rental due
and payable under this Lease shall be made payable to: HUGHES, INC. and
delivered to the following address: P.O. Box 568065, Orlando, Florida 32856-8065
or such other address as Landlord may designate in writing to Tenant from time
to time. For questions regarding payment of rental under this Lease, Tenant may
call: Vincent Hughes at the following phone number: (407) 648-8587.

     4. Utility Bills. Tenant will pay all utility bills of all types,
including, but not limited to, water and sewer, natural gas, electricity and
sanitary pick up bills for the Premises, or used by Tenant in connection
therewith. If Tenant does not pay same, Landlord may, but shall not be obligated
to pay the same, and such payment will be added to the rental of the Premises
and reimbursed immediately to Landlord upon invoicing to Tenant.

     5. Taxes. Provided that Landlord has made arrangements for all tax-related
notices and bills to be promptly delivered directly to or forwarded to Tenant,
Tenant will pay all real property taxes, non ad valorem assessments and/or
special assessments (provided, however, that as to special assessments used to
fund improvements benefiting or located on or in the vicinity of the Premises,
which improvements have a useful life in excess of the then-remaining portion of
the additional term of this Lease, the assessments shall be paid in installments
over the longest period permitted by law or ordinance, with Tenant responsible
only for the prorated portion of such special assessments allocable to the
portion of such useful life occurring during the term of this Lease, which may
be assessed by any lawful authority against the Premises during the term of this
Lease (including any extension), including any partial year, in November of each
year or at the earliest date possible to take advantage of the maximum discount
available. Tenant shall

                                       2



provide Landlord with evidence of payment of the same within fifteen (15) days
after said payment. Tenant will pay any and all ad valorem taxes assessed
against the personal property located on the Premises, during the entire term
thereof. Tenant shall have the right, at Tenant's sole expense, to appeal any
and all taxes applicable to the Premises and Landlord agrees that Landlord will
cooperate with Tenant reasonably and sign all documents reasonably required in
connection with any such appeal. Tenant may delay payment of any portion of such
taxes which are the subject of an appeal until the resolution of such appeal, in
which event Tenant shall be solely responsible for the payment of any penalties,
interest, or additional taxes which result from such delay. Notwithstanding the
foregoing, Tenant shall not permit the filing of a tax lien against the
Premises. Tenant shall pay all applicable sales, excise or other taxes as
required by law (but not income taxes) which are due and payable on the rents
and other sums paid by Tenant hereunder at the time of payment of said rental
and other sums to Landlord. Real Estate taxes for any partial lease years shall
be prorated and paid within thirty (30) days after invoicing by Landlord.

     6. Insurance. Tenant shall carry, at Tenant's sole cost and expense and
throughout the term of this Lease and all renewals and extensions thereof: (a)
"All Risk" insurance coverage on the demised Premises in an amount not less than
the full insurable value (the term "full insurable value" will mean the actual
replacement cost, excluding foundation and excavation costs, as reasonably
determined by Landlord; (b) insurance coverage on all equipment, fixtures and
appliances owned by Tenant; and (c) comprehensive general liability insurance
coverage with respect to the Premises in an amount not less than $1,000,000.00
per occurrence and $5,000,000.00 in the aggregate.

Landlord and Tenant shall each name the other as an additional insured under all
insurance policies required by each of them to be maintained hereunder and
furnish evidence of such coverages and additional insured status in the form of
certificates of insurance to the other prior to the commencement of the term of
this Lease and at least fifteen (15) days prior to the earlier of the
commencement of each year of the term of this Lease or the date upon which such
insurance coverage would otherwise lapse if not renewed. All insurance provided
for in this Lease will be effected under enforceable policies issued by insurers
of recognized responsibility licensed to do business in the state in which the
Premises are located. If Landlord or Tenant provides any insurance required by
this Lease in the form of a blanket policy, Landlord or Tenant, as the case may
be, shall furnish satisfactory proof that such blanket policy complies in all
respects with the provisions of this Lease and that the coverage thereunder is
at least equal to the coverage which would be provided under a separate policy
covering only the Premises or common areas, if applicable.

If Landlord so requires, the policies of insurance provided for will be payable
to the holder of any mortgage, as the interest of such holder may appear,
pursuant to a standard mortgagee clause. All such policies will, to the extent
obtainable, provide that any loss will be payable to Landlord or to the holder
of any mortgage notwithstanding any act or negligence of Tenant which might
otherwise result in forfeiture of such insurance. All such policies will, to the
extent obtainable, contain an agreement by the insurers that such policies will
not be canceled without at least thirty (30) days prior written notice to
Landlord and to the holder of any mortgage to whom loss hereunder may be
payable.

                                       3



If Tenant fails to maintain all insurance as provided above, or fails to furnish
Landlord timely proof and assurance of the existence and continuance of the
insurance, such failure shall be deemed a default hereunder, and Landlord may
terminate this Lease or Landlord may, but is not obligated to, take such
measures as Landlord deems desirable to obtain the insurance for Landlord's
protection, and upon written request, Tenant shall immediately reimburse
Landlord for all costs and expenses thereof. Failure of Tenant to immediately
make such payment upon request shall be deemed a default hereunder, for which
Landlord may terminate this Lease or pursue all other rights and remedies
provided under this Lease.

The parties shall fully cooperate in making claims and furnishing information to
the insurer or insurers, and obtaining settlements and payments from the insurer
or insurers.

     7. Maintenance and Repairs by Tenant. Throughout the term of the Lease
(including any extension), Tenant shall, at its own expense, keep and maintain
in substantially the same condition as at the execution of this Lease, ordinary
wear and tear excepted, the interior and exterior of the Premises, including
without limitation, the roof, all structural components of the building or
buildings on the Premises, the parking lot and all driveways, all fences and
other structures on the Premises and all systems pertaining to water,
electrical, HVAC, and lighting. Tenant shall also be responsible for remedying
all health and safety hazards associated with the Premises caused by Tenant or
Tenant's agents or invitees. Tenant will also perform routine and regular
exterior lawn and landscaping maintenance. Tenant shall enter into and maintain
throughout the term of this Lease a service agreement with a reputable vendor
for regular maintenance to the HVAC system serving the Premises, including, but
not limited to, removal of trees and/or bushes growing against structures or
fences. Tenant also shall be responsible for correcting and repairing those
items set out in Exhibit "B" attached and made a part hereof (the "Current
Repairs"), at Tenant's sole cost and expense, within one hundred eighty (180)
days of the execution of this Lease. The Current Repairs should be made in a
manner consistent with the standards of the commercial industry, and Tenant
shall maintain the Current Repairs throughout the term of the Lease (including
any extension) in good condition, ordinary wear and tear excepted. Landlord
shall have the right to have the Current Repairs inspected by an independent
third party, chosen by Landlord, and reasonably acceptable to Tenant (the
"Inspector"), to ensure that the Current Repairs have been made in accordance
with industry standards. It is the intent of the parties that the Inspector's
inspection responsibilities shall relate only to the Current Repairs. Landlord
therefore agrees that the Inspector shall not request any repairs or
modifications which are not specifically designated as a Current Repair and
Tenant shall not be responsible for any repairs or modifications which are not
specifically designated as a Current Repair. Failure to complete repairs and
correction of said items within said one hundred eighty (180) day period shall
constitute a default hereunder and Landlord shall be entitled to all rights and
remedies as provided under this Lease.

     8. [INTENTIONALLY DELETED].

     9. Destruction of or Damage to the Premises. If the Premises are totally
destroyed by storm, fire, lightning, earthquake or other casualty, this Lease
will terminate as of the date of such destruction, and rental will be accounted
for as between Landlord and Tenant as of that

                                       4



date. If the Premises are damaged but not wholly destroyed by any of such
casualties, rental will abate in such proportion as use of the Premises has been
destroyed, and Landlord will restore the Premises to substantially the same
condition as before the damage as speedily as practicable, whereupon full rental
will recommence; however, if the damage will be so extensive the same cannot be
reasonably repaired and restored within three (3) months' time from the date of
the casualty, then either Landlord or Tenant may cancel this Lease by giving
written notice to the other party within thirty (30) days from the date of such
casualty. In such event, rental will be apportioned and paid up to the date of
such casualty.

     10. Modifications and Alterations to the Premises. No modifications,
alterations, or improvements to the building are allowed without the prior
written consent of Landlord, which consent will not be unreasonably withheld,
conditioned or delayed. "Reasonable," as used herein, shall mean using customs
and practices generally accepted in the industry. In addition, as a condition to
any such approval, Landlord may require that any such alterations or
modifications be removed upon termination of the Lease. No openings or cuts
through the roof or the exterior walls of the buildings on the Premises shall be
permitted without the written consent of Landlord which can be granted or denied
in Landlord's reasonable discretion.

     11. Removal of Fixtures. Tenant may (if not in default hereunder) prior to
the expiration of this Lease, or any extension thereof, remove all personal
property, fixtures and equipment which Tenant has placed in the Premises,
provided that during such removal Tenant will make all reasonable repairs
necessary to return the Premises to its original condition, reasonable wear and
tear excepted and to repair any damages caused by such removal.

     12. Return of the Premises. Tenant agrees to return the Premises to
Landlord at the expiration or prior termination of this Lease in good condition
and repair, reasonable wear and tear, damage by storm, fire, lightning,
earthquake or other casualty alone excepted. All trash and debris and Tenant's
personal property shall be removed from the Premises, all floors will be broom
cleaned, all carpets will be vacuumed, all restrooms will be cleaned and all
cobwebs or indications of other animal or bird encroachments will be cleaned
and/or removed from the Premises. All keys, alarm codes, equipment warrantees,
and HVAC (or other equipment used in the operation of the building and belonging
to Landlord) maintenance records kept by Tenant will be turned over to Landlord
within 30 days after Tenant vacating the Premises.

     13. Condemnation. If the whole of the Premises, or such portion thereof as
will make the Premises unusable for the purpose herein leased, be condemned by
any legally constituted authority for any public use or purpose or if Landlord
sells the Premises under threat of condemnation, then in either of said events
the term hereby granted will cease from the time when possession thereof is
taken by public authorities, and rental will be accounted for as between
Landlord and Tenant as of that date.

If there is a partial taking and if it is not so extensive as to render the
remaining portion (after restorations) unsuitable for the business of Tenant,
then this Lease will continue in effect and Landlord, upon receipt of the award
in condemnation, will expeditiously commence and complete all necessary repairs
and restorations to the Premises so as to constitute the portion of the building
not taken a complete architectural unit and restore the Premises as nearly as

                                       5



practicable to its prior condition; provided, however, that such work does not
exceed the scope of the original construction, and Landlord will not be under
any duty to expend amounts in excess of the award received by Landlord. Rent,
taxes and other charges payable by Tenant will equitably abate while Landlord's
repairs and restorations are in process. If a partial taking consists only of a
street widening or utility easement which, is reasonably determined not to
materially affect Tenant's use of the Premises including Tenant's parking and
any outside storage areas, this Lease will continue in full force and effect
without abatement of rent, taxes or other charges.

All compensation awarded for such taking or condemnation, whether for the whole
or for any part of the Premises, shall be the property of Landlord, whether such
compensation is for diminution in the value of the leasehold interest of Tenant,
the fee of the Premises, or otherwise, and Landlord shall be entitled to the
entire amount of any award for such taking or condemnation. The Tenant shall,
however, be entitled to recover from the condemning authority, if permitted by
law, any actual relocation expenses and compensation for the taking of any trade
fixtures.

     14. Compliance with Laws, Etc. Tenant agrees, at its own expense, to
promptly comply with all requirements of any legally constituted public
authority made necessary by reason of Tenant's use of said Premises. The Tenant
shall also be liable for: (a) repairs, alterations, replacements of retrofitting
required by the accessibility or path of travel requirements set forth in Title
III of the Americans With Disabilities Act of 1990, 42 USC (S) 12101, et seq.
and regulations and guidelines promulgated thereunder, as amended from time to
time (collectively, the "ADA"); (b) repairs, alterations or replacements
required to comply with federal, state or local indoor air quality laws, rules
or regulations; (c) repairs or replacements incident to CFC conversions for
heating and cooling systems; (d) installation, modification or upgrade of fire
protection and sprinkler systems; and (e) repairs, alterations or replacements
described in Exhibit "B" attached, if applicable.

     15. Assignment. Except as set forth below, Tenant may not assign this
Lease, or any interest thereunder, or sublet the Premises in whole or in part
without prior written consent of Landlord after notice of its intent to assign
or sublease, which consent shall not be unreasonably withheld, conditioned or
delayed. Tenant shall provide Landlord with the customary financial information
regarding the proposed assignee or subtenant and a statement regarding the
intended use of the property by said assignee or subtenant, except with respect
to any assignee or subtenant that is an affiliate of Tenant. Provided any such
subtenant or assignee uses the Premises for a current and existing use of
Tenant's business (regardless of whether that business is the business being
operated by the branch of Tenant currently occupying the Premises), Tenant may
(a) sublet all or part of the Premises to any corporation, the majority of whose
shares are owned by Tenant, during the period of such majority ownership only or
(b) assign this Lease to any corporation which owns more than fifty percent
(50%) of Tenant's issued and outstanding shares, or which succeeds to the entire
business of Tenant through purchase, merger, consolidation or reorganization, or
to any affiliate sharing common majority ownership with the Tenant without
Landlord's approval but with written notice of such transfer. Subtenants or
assignees will become liable directly to Landlord for all obligations of Tenant
hereunder, without relieving Tenant's liability hereunder. Notwithstanding
anything herein to the contrary, in no

                                       6



event shall any subtenant or assignee use the Premises for any immoral purpose,
including, but not limited to, massage parlors, adult bookstores, adult
theaters, adult amusement facilities, or any other type of facility selling,
leasing or displaying pornographic materials. In addition, the use of any
Hazardous Materials, other than those Hazardous Materials currently used in
Tenant's business (which Hazardous Materials shall be used in conformity with
all laws), by any subtenant or assignee shall be subject to Landlord's sole, but
reasonable, discretion. As a condition of Tenant's ability to sublease the
Premises, any sublease payments in excess of the rents due under this Lease
shall be payable to the Landlord as payments are received by the Tenant.

     16. Mortgagee's Rights. Tenant's rights will be subordinate, inferior and
subject to any bona fide mortgage or deed to secure debt which is now, or may
hereafter be, placed upon the Premises by Landlord, and Tenant agrees to execute
and deliver such documentation as may be reasonably required by any such
mortgagee to effect any subordination. Provided, however, as a condition to such
subordination, Landlord must secure from each mortgagee a nondisturbance
agreement, in a form reasonable and customarily utilized in the commercial
lending industry, providing that in the event of a foreclosure the mortgagee
will recognize the validity of this Lease and, provided that Tenant is not in
default, will not disturb Tenant's possession or its rights under this Lease.
Tenant shall attorn to such mortgagee or subsequent owner.

     17. Use of the Premises. The Tenant may use the Premises for all existing
Tenant uses and for warehouse, sales, outside storage and office purposes, and
for no other use or purpose. The Premises will not be used for any illegal
purposes, nor in any manner to create any nuisance or trespass; nor in any
manner to vitiate the insurance, based on the above purposes for which the
Premises are leased.

     18. Signs. Tenant will have the right to erect at Tenant's sole expense
signage at the entrance to and upon the Premises, including but not limited to a
customary trade sign identifying the business of Tenant. The erection of signage
by Tenant will be subject to and in conformity with all applicable laws, zoning
ordinances and building restrictions or covenants of record. On or before
termination of this Lease, Tenant will remove the signage thus erected, and will
repair any damage or disfigurement, caused by such removal. All signage proposed
by Tenant shall be subject to Landlord's review and approval, which approval
shall not be unreasonably withheld, conditioned or delayed.

     19. Entry for Carding, etc. Landlord may card the Premises "For Rent" or
"For Sale" one hundred eighty (180) days before the termination of this Lease.
Landlord may enter the Premises at reasonable hours during the term of this
Lease to exhibit the same to prospective purchasers, to insure compliance by
Tenant under the Lease and to make repairs required of Landlord under the terms
hereof.

     20. Indemnity. Landlord and Tenant agree to indemnify and save harmless
each other and their respective affiliates, directors, officers, employees,
agents, servants, attorneys and representatives from any and all claims, causes
of action, damages, fines, judgments, penalties, costs, liabilities, expenses or
losses (including without limitation, reasonable attorneys' fees)

                                       7



arising during or after the Term including without limitation during the period
of time that Tenant or Tenant's predecessors in interest have occupied the
Premises under the Existing Lease or previous leases as a result of any breach
of their respective obligations under Paragraphs 7 and 14 of this Lease.

Tenant agrees to indemnify and save harmless Landlord and its parents,
subsidiaries, affiliates, directors, officers, employees, agents, servants,
attorneys and representatives from any and all claims, causes of action,
damages, fines, judgments, penalties, costs (including environmental clean-up
costs and response costs), liabilities, expenses or losses (including without
limitation, reasonable attorneys' fees and expenses of litigation and the
retention of independent counsel protecting Landlord's interests) arising during
or after the Term including without limitation during the period of time that
Tenant or Tenant's predecessors in interest have occupied the Premises under the
prior lease or previous leases: (a) as a result of any violation by Tenant of
any applicable federal, state or local environmental laws or regulations, as
now, previously or hereinafter in effect, regulating, relating to or imposing
liability or imposing standards of conduct concerning any Hazardous Materials;
or (b) as a result of the presence, disturbance, discharge, release, removal or
cleanup of Hazardous Materials or as a result of environmental contamination or
other similar conditions which existed after commencement of the Tenant's or
Tenant's predecessor's in interest original occupancy of the Premises under
previous leases and which was caused by or brought onto the Premises by Tenant,
Tenant's predecessors in interest or their respective agents, contractors,
employees, licensees and invitees; or (c) as a result of any violation by Tenant
of the accessibility or path of travel requirements of the ADA; or (d) as a
result of Tenant's (and its subtenants and assigns) use and occupancy of the
Premises since Tenant's initial occupancy. These indemnities will survive the
expiration, cancellation or termination of the Lease. In no event, however,
shall Tenant be liable for the acts of Landlord, prior owners of the Premises or
any other tenants of the Premises, it being the intent of the parties that
Tenant be liable only for its own acts and those of its employees, licensees,
agents, subtenants and assigns.

In the event Landlord becomes involved through or on account of the terms of
this Lease, or through or on account of the use or occupancy of the Premises by
Tenant, or through or on account of the conduct of Tenant's business on or about
the Premises in any controversy or litigation with a third party, Landlord shall
be entitled to retain independent counsel for the purpose of protecting or
defending Landlord for all of Landlord's costs and attorneys' fees. If Landlord
so requests, Tenant shall execute and deliver to Landlord an indemnifying bond
with surety satisfactory to Landlord, which bond shall provide for the discharge
and payment of any and all final judgments, liens, costs, damages, expenses, and
obligations of Landlord whatsoever, in or arising out of the controversy or
litigation involving Landlord, including all costs, expenses and attorneys'
fees, incurred by Landlord in protecting Landlord's interest or defending
Landlord in such controversy or litigation. In the event Tenant and Landlord
cannot agree on the amount of any such bond, Landlord shall be entitled to have
a court of competent jurisdiction to determine the amount of such bond.

     21. Default of Tenant. It is mutually agreed that in the event: (a) the
rent herein reserved is not paid at the time and place when and where due and
Tenant fails to pay said rent within five (5) days after written demand from
Landlord; or (b) Tenant will fail to comply with

                                       8



any material term, provision, condition, or covenant of this Lease, other than
the payment of rent, and will not cure such failure within thirty (30) days
after notice to Tenant of such failure to comply or such additional time period
as may reasonably be necessary to effect a cure of the default provided that
Tenant commences within said thirty (30) day period and diligently pursues a
cure of the default to completion; or (c) Tenant causes any lien to be placed
against the Premises and does not cure the same within thirty (30) days after
notice from Landlord to Tenant demanding cure; or (d) proceedings under the
Bankruptcy Act for bankruptcy are filed by or against Tenant as Tenant's
performance hereunder, and if filed against Tenant, have not been dismissed
within thirty (30) days after the filing; or (e) an assignment of Tenant's
property for the benefit of creditors is made; or (f) a receiver, conservator,
or similar officer is appointed by a court of competent jurisdiction to take
charge of all or a substantial part of Tenant's property and within thirty (30)
days after appointment the officer is not discharged and possession of the
property is not restored to Tenant; or (g) Tenant's interest in the Premises or
under this Lease is the subject of taking or levy under execution, attachment,
or other process of law and the action is not cancelled or discharged within
thirty (30) days after its occurrence; or (h) Tenant abandons the Premises and
leaves it in a condition that could be vandalized or occupied by unauthorized
third parties; THEN in any of such events, Landlord will have the option to do
any of the following, in addition to, and not in limitation of any other remedy
permitted by law or in equity or by this Lease: (1) re-enter and repossess the
Premises and remove any property of Tenant thereon and store the same elsewhere
at Tenant's expense without relieving Tenant from any liability or obligation;
or (2) relet the Premises or any part thereof for Tenant's account, but without
obligation to do so and without relieving Tenant from any liability or
obligation, applying any amount received by Landlord from reletting first to all
reasonable costs and expenses incurred by Landlord in reletting; or (3) bring an
action then or thereafter against Tenant to recover the amount of any payment
owing by Tenant to Landlord as the same is due, becomes due, or accumulates; or
(4) accelerate all rent due under this Lease and bring then or thereafter an
action for all such amounts due and owing by Tenant to Landlord; or (5)
terminate this Lease by giving Tenant written notice thereof, without relieving
Tenant from any obligation or liability for payments theretofore or thereafter
becoming due or any other present or prospective damages or sums due or provided
by law or this Lease and resulting from Tenant's default; or (6) terminate this
Lease, relieving Tenant of any liability or obligation for rental payments or
others payments thereafter becoming due; or (7) exercise any combination of the
above remedies or any other remedy provided by law or in equity. Landlord's
remedies set forth in this Lease are cumulative and are not in limitation of any
remedies given by law or in equity. Landlord's forbearance to terminate shall
not waive Landlord's right to do so in the event of a continuing or subsequent
default. Any notice in this provision may be given by Landlord or its attorney.
No termination of this Lease prior to the normal ending thereof, by lapse of
time otherwise, will affect Landlord's right to collect rent for the period
prior to the termination thereof. Landlord's right to pursue any remedy afforded
to it herein or at law or in equity shall be subject to an obligation on the
part of the Landlord to take all reasonable and prompt action required by
Florida law to mitigate its damages as a result of any Tenant default.

     22. Default of Landlord. Should Landlord fail to perform any of its
obligations hereunder, Landlord will have a period of thirty (30) days after its
receipt of written notice from Tenant of a failure of performance within which
to commence a cure of that failure or such additional period of time as may
reasonably be necessary to effect a cure of the default provided

                                       9



that Landlord commences said cure within said thirty (30) day period and
diligently pursues a cure of the default to completion. Failure of Landlord to
commence that cure within the 30-day period or to effect that cure within that
30-day period or the additional period as provided above will be an event of
default under this Lease and Tenant may, at its option, elect to: (a) bring an
action to require specific performance of Landlord's obligations; (b) provide
Landlord with an additional period of time within which to effect that cure; (c)
commence such cure itself, and Tenant may either, at its option, offset any
expenses it incurs in effecting such cure against the rent and other charges due
and payable by Tenant hereunder, or require that Landlord immediately reimburse
Tenant for its expenses; provided, however, in the event of an emergency, Tenant
may immediately effect a cure of Landlord's failure should Landlord fail to act
immediately to do so, without the requirement of any notice by Tenant to
Landlord; and/or (d) pursue any other remedies provided herein or provided by
law.

     23. Warranties. Landlord warrants that Landlord owns the Premises in fee
simple and has the right to enter into this Lease and that the Premises are free
from liens and encumbrances except for utility easements and un-violated
restrictive covenants which do not materially adversely affect Tenant's intended
use of the Premises; and covenants that Tenant, provided it performs all of its
obligations under this Lease, will peaceably and quietly enjoy the Premises
during the Lease term without any disturbance from Landlord, anyone claiming by,
through or under Landlord, or any other party, except as otherwise specifically
provided in this Lease.

     24. Holding Over. If Tenant remains in possession of the Premises after
expiration of the term hereof, with Landlord's acquiescence and without any
express agreement of the parties, Tenant will be a tenant-at-will at the rental
rate equal to 150% of the rent in effect at end of the Lease; and there will be
no renewal of this Lease by operation of law.

     25. Notices. Any notice given pursuant to this Lease will be in writing and
sent by certified mail to:

     (a) Landlord: Hughes, Inc.
                   P.O. Box 568065
                   Orlando, Florida 32804
                   Attention: Vincent Hughes
                   Phone No.:(407) 648-8587 / Fax No.:
                                                      -------------
                   and

                   Hughes, Inc.
                   1411 Edgewater Drive, Suite 200
                   Orlando, Florida 32804
                   Attention: Vincent Hughes
                   Phone No.:(407) 648-8587 / Fax No.:
                                                      -------------

                              [LANDLORD TO VERIFY]

or to such other address as Landlord may hereafter designate in writing to
Tenant.

                                       10



     (b) Tenant:   Hughes Supply, Inc.
                   20 North Orange Avenue, Suite 200
                   Orlando, Florida 32801
                   Attention: Associate General Counsel
                   Phone No.: (407) 841-4755 / Fax No.: (407) 649-3018

or to such other address as Tenant may hereafter designate in writing to
Landlord.

     26. Recording. This Lease shall not be recorded by either party.

     27. Construction of Lease Terms. The terms of this Lease will not be
construed more strongly against any party, regardless of which party was
responsible for the preparation and drafting of this Lease.

     28. Attorneys and Other Professional Fees. In any litigation between the
parties regarding this Lease, the losing party agrees to pay to the prevailing
party its reasonable attorneys', paralegals', accountants', consultants', and
experts' fees and expenses of litigation at all trial, appellate and alternative
dispute resolution levels and forums. For purposes of this paragraph, a party is
to be considered the prevailing party if:

     (a)  it initiated the litigation and obtains (by judgment or agreement)
          substantially the relief sought; or

     (b)  it did not initiate the litigation and the other party does not obtain
          (by judgment or agreement) substantially the relief sought.

     29. Waiver of Rights. No failure of Landlord to exercise any power given
Landlord hereunder, or to insist upon strict compliance by Tenant with its
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof will constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof.

     30. Rights Cumulative. All rights, powers and privileges conferred
hereunder upon the parties hereto will be cumulative but not restrictive to
those given by law.

     31. Time of Essence. Time is of the essence of this Agreement.

     32. Definitions. "Landlord" as used in this Lease will include first party,
its heirs, representatives, assigns, and successors in title to the Premises.
"Tenant" will include second party, its heirs and representatives, assigns and
successors, and if this Lease will be validly assigned, or sublet, will include
also Tenant's assignees or sub-Tenants, as to the Premises covered by such
assignment or sub-lease. "Landlord" and "Tenant" include male and female,
singular and plural, corporation, partnership or individual, as may fit the
particular parties.

                                       11



     33. Entire Agreement. This Lease contains the entire agreement of the
parties hereto, and no representations, inducements, promises or agreements,
oral or otherwise, between the parties, not embodied herein, will be of any
force or effect.

     34. Severability and Governing Law. If any term, covenant or condition of
this Lease or the application thereof to any person, entity or circumstance
will, to any extent, be invalid or unenforceable, the remainder of this Lease,
or the application of such term, covenant, or condition to persons, entities or
circumstances other than those which or to which sued may be held invalid or
unenforceable, will not be affected thereby, and each term, covenant or
condition of this Lease will be valid and enforceable to the fullest extent
permitted by law. This Lease shall be governed by and construed in accordance
with the law of the state in which the Premises are located. Venue shall lie in
the State courts for the County where the Premises is located.

     35. Brokerage. On or before the commencement of the additional term of this
Lease, Landlord will pay a real estate commission to: Realty Capital Advisors,
Inc. as Landlord's representative and listing broker pursuant to a separate
agreement. Each of Landlord and Tenant warrants to the other that, other than as
stated in this Paragraph, and as specifically set forth herein, no commissions
are payable or due to any other broker or finder in connection with this Lease
and each of Landlord and Tenant agrees to indemnify, defend and hold the other
harmless from and against any commissions or fees or claims for commissions or
fees arising under the indemnifying party, which indemnification will expressly
survive the termination of this Lease. Tenant agrees that any fee or other
remuneration to Mohr Partners, Inc. shall be the sole responsibility of Tenant
and Tenant shall indemnify Landlord and Realty Capital Advisors, Inc. from any
claims brought by, or on behalf of, Mohr Partners, Inc.

     36. Radon Gas. RADON GAS: Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in the
state in which the Premises are located. Additional information regarding radon
and radon testing may be obtained from your county public health unit.

     37. Mechanic's Liens. Landlord's interest in the Premises is not subject to
liens for improvements or work made or done by Tenant to or upon the Premises,
and such liability is expressly prohibited as contemplated by Section 713.10,
Florida Statutes. Tenant shall not cause or permit any mechanic's lien to be
placed against the Premises. If any mechanic's lien is placed against the
Premises, or any claim thereof is filed against the premises as the result of
anything done or permitted by Tenant, Tenant shall cause the same to be removed
within thirty (30) days after being notified thereof, and shall indemnify and
hold Landlord harmless from adverse effects thereof; provided, however, Landlord
shall have the right to pay and discharge any such lien if the same is not
removed by Tenant as provided herein, and Tenant shall forthwith pay to Landlord
all amounts incurred by Landlord in removing such lien, or protecting against
such lien, including, without limitation, attorneys' fees and costs.

     38. Relationship of Parties. Nothing contained in this Lease shall
constitute or be construed to create the relationship of principal and agent,
partnership, joint venturers or any other relationship between the parties
hereto other than the relationship of Landlord and Tenant.

                                       12



     39. Certificates. Landlord and Tenant shall at any time from time to time,
upon not less than twenty (20) days prior written notice from the other party,
execute, acknowledge and deliver to the other party a statement, in writing,
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect, as
modified and stating the modifications), and the date to which the rental has
been paid and whether or not there is any existing default by Tenant with
respect to any sums of money required to be paid by Tenant under the terms of
this Lease, or whether a notice of default has been served by Landlord or
Tenant, it being intended that any such statement delivered pursuant to this
paragraph may be relied upon by any prospective or existing mortgagee or
assignee of any mortgage or purchaser of the Premises or by any prospective
assignee or subtenant of the leasehold estate. If any such certification by
Landlord shall allege non-performance by Tenant the nature and extent of such
non-performance, insofar as actually known by Landlord, shall be summarized
therein.

     40. Hazardous Materials. The term "Hazardous Substances," as used in this
Lease shall include, without limitation, flammables, explosives, radioactive
materials, asbestos, polychlorinated biphenyls (PCB's), chemicals known or
suspected to cause cancer or reproductive disorders or birth defects,
pollutants, contaminants, hazardous wastes, solid wastes, mold, mildew,
hazardous materials, hazardous substances, toxic substances or related
materials, petroleum and petroleum products, including without limitation, any
compound or substance containing any of the foregoing, and substances declared
to be hazardous or toxic under any law, statute, ordinance, or court order or
decision, or any regulation promulgated by any agency or governmental entity,
now in effect or enacted, passed decided or promulgated at any time in the
future or that existed in the past during the Tenant's or Tenant's predecessor
in interest's previous occupancy.

          (a) Tenant's Restrictions. Tenant shall not cause, have caused or
affirmatively permit and shall take reasonable steps to avoid causing:

               (1) Any violation of any federal, state or local law, statute,
     ordinance or regulation, previously, now or hereafter enacted or
     promulgated, related to the presence, escape, seepage, leakage, spillage,
     discharge, emission or release of any Hazardous Substance on, under or
     about the Leased Premises or any other environmental conditions, on, under
     or about the Premises.

               (2) The use, generation, manufacture, refining, production,
     processing, storage or disposal of any Hazardous Substance on or about the
     Premises without Landlord's prior written consent, which written consent
     may be denied, withdrawn, conditioned or modified by Landlord at any time
     and from time to time in its sole and absolute discretion. Notwithstanding
     the foregoing, Landlord acknowledges and consents to Tenant's lawful use,
     storage and sale of those Hazardous Substances that are currently used,
     stored or sold by Tenant in the ordinary course of its business (it being
     the intent of the parties that "the ordinary course of its business" shall
     include all operations of Tenant existing at the execution of this Lease,
     regardless of whether such business is being operated on the Premises), as
     well as comparable or equivalent substances that may

                                       13



     be used, stored or sold by Tenant in the future, which consent may not be
     revoked or conditioned provided Tenant is complying with all applicable
     laws, rules and regulations governing such Hazardous Materials.

          (b) Tenant's Covenants. Throughout the term of this Lease, Tenant
shall:

               (1) Afford the Landlord full and complete access to and upon the
     Premises upon reasonable prior notice and, during Tenant's business hours,
     except in the event of an emergency, in which event no prior notice is
     required so that Landlord and/or its employees or consultants may
     investigate Tenant's compliance with all environmental laws or to determine
     whether any Hazardous Substances exist or are present on, under or about
     the Premises.

               (2) Except as specifically set forth herein, at Tenant's sole
     cost and expense, cause the Premises and all of Tenant's business
     operations thereon to comply with all laws, statutes, ordinances and
     regulations governing the use, generation, transportation, storage, release
     or disposal of any Hazardous Substances by Tenant, its employees, agents or
     contractors ("Tenant Parties"). Notwithstanding anything herein to the
     contrary, Tenant shall not be responsible for curing any non-compliance
     which (i) arose prior to Tenant's initial occupancy of the Premises; and/or
     (ii) arose or may arise from an off-site source and which was not caused by
     the acts and/or omissions of Tenant or Tenant Parties; and/or (iii) arose
     or may arise as a result of the acts or omissions of Landlord, its agents,
     licensees and assigns, or any third party, it being the intent of the
     parties that Tenant shall be responsible only for the compliance of Tenant
     and Tenant Parties.

               (3) In the event that Tenant receives any warning, notice of
     violation, complaint or order in regard to any private or governmental
     action or investigation taken related to or in any way connected with the
     presence of any Hazardous Substances on, under or about the Premises,
     Tenant shall immediately upon receipt thereof deliver a copy of any such
     warning, notice or order to the Landlord.

               (4) In the event that Tenant has used or uses, generates,
     transports or stores any Hazardous Substances on or about the Premises and
     Landlord has consented to such use, generation, transportation, or storage
     in writing, then as an additional condition of such consent Tenant shall at
     its sole costs and expense apply for, obtain and continuously and
     completely comply with the conditions of any and all permits and approvals
     required therefor by any governmental authority, agency or instrumentality.

               (5) To the extent required by any applicable law related to the
     use, generation, production or storage of Hazardous Substances, Tenant
     shall keep and maintain complete and accurate records available at all
     times for inspection by Landlord, of all manifests, receipts, bills of
     lading and other indicia or evidence of the receipt of all Hazardous
     Substances and the subsequent use, processing, disposal and/or shipment of
     the Hazardous Substances, all as may be required to confirm that no loss or
     release of Hazardous Substances has occurred, or if a loss or release has
     occurred, the

                                       14



     documentation will confirm the exact nature of the loss or release, and
     Tenant shall, if requested by Landlord, supply copies of all documents to
     Landlord.

               (6) In the event that the Tenant shall place upon the Premises
     any underground storage tanks, Tenant shall be responsible at its sole cost
     and expense for complete and continuous compliance with each and every one
     of the requirements of any statute or regulation with respect to
     underground storage tanks, including without limitation, Florida
     Administrative Code Chapter 17-761 and any subsequent additions or
     amendments thereto or replacements therefor, including without limitation
     the requirements regarding registration, installation, operation, repairs,
     notification, reporting, record keeping, financial responsibility of the
     operator, tank and piping performance standards, system release detection
     standards, release detection and tightness testing standards, inventory
     monitoring and reconciliation, removal from service and/or closure. All
     inventory records and testing records as may be required under Florida
     Administrative Code Chapter 17-761 shall be available for inspection by
     Landlord at any time and from time to time and all submittals to the
     Florida Department of Environmental Regulation in regard to the underground
     storage tank shall also be simultaneously delivered to Landlord.

               (7) In the event the Premises shall contain any above ground
     storage tank or storage vessel placed by Tenant, its employees, agents or
     contractors, Tenant shall be responsible at its sole cost and expense for
     complete and continuous compliance with any statues or regulations
     pertaining thereto and shall construct, after prior written approval by
     Landlord of all plans therefor, all containment dikes, revetments, holding
     areas, catch basins, or other structures or devices required by law or
     regulation. Landlord's approval of such plans shall not constitute an
     acceptance by Landlord of such construction as satisfactory for regulatory
     purposes, but shall only constitute approval for the construction to occur.

          (c) Injunctive Relief. In the event of Tenant's violation of or
noncompliance with any of the restrictions or covenants (respectively a
"Restriction" or a "Covenant") set forth in sub-paragraphs (a) and (b) above,
Tenant acknowledges and agrees that Landlord shall be irreparably harmed and may
not have an adequate remedy at law. Accordingly, Tenant hereby covenants and
agrees that in the event of any such violation or noncompliance by Tenant
Parties, Landlord shall be entitled to seek and obtain an injunction prohibiting
any threatened or continuing violation of a Covenant or Restriction, or an order
of specific performance requiring performance of a Covenant, as the case may be,
and the Landlord shall not be required to post any bond or other security in
regard to such injunction.

          (d) Environmental Testing. Landlord shall have the right at any time
and from time to time, to conduct such environmental testing and investigations
as the Landlord deems necessary and desirable. Such investigations and testing
shall be at the expense of Landlord; provided, however, that in the event that
any such investigation or test reveals the presence or existence of any
Hazardous Substance, on, under or about the Premises that is introduced by
Tenant, Tenant's predecessor in interest or their respective employees,
invitees, agents or contractors, other than Hazardous Substances on the Premises
pursuant to an approval

                                       15



of Landlord which is appropriately containerized and documented fully and
completely in accordance with all applicable laws and permit requirements, then
all costs for such investigation or test and any further investigations or tests
desired by Landlord shall be borne solely and completely by Tenant.

          (e) Environmental Clean-up. In the event that any governmental
authority, agency or instrumentality or any private party notifies Tenant of the
existence of any Hazardous Substances on, under or about the Premises that is
introduced by Tenant, or its respective employees, invitees, agents or
contractors, then Tenant shall be solely and completely responsible, liable and
obligated at its sole cost and expense to clean-up and remediate the Premises
and/or any other property contaminated by any Hazardous Substances on, under or
about the Premises arising out of and occurring during the use and occupancy of
the Premises by Tenant in accordance with all standards and requirements of any
applicable government authority. In connection with such clean-up and/or
remediation, Tenant further agrees as follows:

               (1) All reports, plans, investigations and/or other written
     material to be submitted by Tenant and/or its consultants to any
     governmental authority, agency or instrumentality or any private party
     shall be submitted first to Landlord for its review and approval, which
     approval shall not be unreasonably withheld, conditioned or delayed.

               (2) Landlord shall be given prior written notice of and shall be
     afforded the opportunity to attend any discussions with any governmental
     authority, agency or instrumentality in regard to the clean-up and/or
     remediation of any Hazardous Substances on, under or about the Premises, or
     any adjacent lands.

               (3) Tenant shall promptly provide all information regarding the
     use, generation, storage, transportation, disposal, clean-up and/or
     remediation of Hazardous Substances on, under or about the Premises as
     reasonably required by Landlord from time to time.

               (4) Tenant hereby understands and agrees that Landlord shall have
     the right, but shall not be required, at any time to undertake the clean-up
     and remediation of the Premises on its own behalf at Tenant's expense in
     the event that Landlord determines in its reasonable discretion that
     Tenant's efforts have been inadequate. All expenditures of Landlord for
     such clean-up and remediation shall constitute additional rental hereunder
     and immediately due and payable upon invoicing.

          (f) Tenant's Indemnity. Tenant hereby covenants and agrees to
indemnify, defend and hold harmless Landlord, and its respective officers,
directors, beneficiaries, shareholders, partners, agents, employees and
consultants from and against any and all fines, penalties, suits, procedures,
claims, investigations, audits, inquiries and actions of every kind or nature
and any and all fees and costs incurred in connection therewith, including
attorney's fees, paralegal's fees and consultant's fees, whether incurred before
trial, at trial, upon any appellate levels or in any administrative or
bankruptcy proceedings, arising out of or in any way connected with the
presence, escape, seepage, leakage, spillage, discharge, emission or release of
any

                                       16



Hazardous Substances as a result of and during the use and occupancy of the
Premises by the Tenant on, under or about the Premises or any adjacent lands for
any violation or breach by Tenant or Tenant Parties of any of the restrictions
or covenants set forth in this paragraph 40. In the event a claim is made upon
the Landlord, the Landlord shall promptly give notice of such claim to the
Tenant, and shall promptly deliver to Tenant all information and written
material available to the Landlord relating to such claim. If such claim is
first made upon the Tenant the Tenant shall promptly give notice of such claim
to the Landlord. The Tenant shall defend in the name of the Landlord any claim
in any appropriate administrative or judicial proceedings and take whatever
actions may be reasonably requested of the Landlord to permit the Tenant to make
such defense and obtain an adjudication of such claim on the merits, including
the signing of pleadings and other documents, if necessary; provided the Tenant
shall defend the claim with counsel reasonably satisfactory to the Landlord and
Tenant provides the Landlord with evidence reasonably satisfactory to the
Landlord that the Tenant can satisfy the claim if it is upheld. In addition to
the liability for the ultimate settlement or judgment, if any, arising out of
such claim under this paragraph Tenant shall be solely responsible for all the
expenses incurred in connection with such defense or proceedings, regardless of
their outcome including attorney's fees incurred at all trial and appellate
levels.

          (h) Survival. Tenant's duties, obligations and liabilities under this
paragraph are a material inducement for Landlord to enter into this Lease and
shall survive the expiration or other termination of this Lease Agreement.

     41. Reimbursement for Costs. Landlord and Tenant acknowledge that Tenant
has expended a considerable amount of time and effort in negotiating this Lease
(and the other amended and restated) with Landlord. To compensate Tenant for its
efforts, Landlord hereby agrees to pay to Tenant, in equal annual installments,
due and payable on the first day of any such lease year, an amount equal to two
percent (2%) of the base rents payable throughout the term of this Lease,
exclusive of all taxes, insurance, utilities, maintenance, and repair costs and
other expenses to be paid by Tenant hereunder.

     IN WITNESS WHEREOF, the parties herein have executed this Lease on the day
and year first above written.

                                      "LANDLORD"

Witnesses:                            HUGHES, INC., a Florida corporation


                                      By:
- --------------------------------         ---------------------------------------

Printed:                              Printed:
        ------------------------              ----------------------------------

                                      Title:
- --------------------------------            ------------------------------------

Printed:
        ------------------------
                                       17



                                      "TENANT"

                                      HUGHES SUPPLY, INC., a Florida corporation


                                      By:
- --------------------------------         ---------------------------------------

Printed:                              Printed:
        ------------------------              ----------------------------------

                                      Title:
- --------------------------------            ------------------------------------

Printed:
        ------------------------

                                       18



                                   EXHIBIT "A"

                         (Sketch and Legal Description)

                                       19



                                Legal Description

Lot 12 of Orlando Farm and Truck Company Subdivision, according to plat thereof
as recorded in Plat Book "D," Page 45, Public Records of Orange County, Florida.

Includes two buildings: 34,000 square feet of office and warehouse at 1000 West
Grand Street and 30,000 square feet of office and warehouse at 1020 West Grand
Street. Also, approximately 105,000 square feet of parking and storage areas,
with a street address of Plumbing Operation, 1000-1020 West Grand Street,
Orlando, Florida.

                                       20



                                   EXHIBIT "B"

                                (Current Repairs)

                                       21



                                  ADDENDUM "A"

                             (ADDITIONAL PROVISIONS)

     THIS ADDENDUM "A" (ADDITIONAL PROVISIONS) ("Addendum") is made and entered
effective as of the 1st day of April, 2003, by and between HUGHES, INC., a
Florida corporation ("Landlord"), and HUGHES SUPPLY, INC., a Florida corporation
("Tenant"), and is attached to and is an integral part of the Subject Lease (as
defined below).

          A. Simultaneous herewith, Landlord and Tenant entered into eleven (11)
different Amended and Restated Lease Agreements for the demised premises
("Premises") described therein (collectively, the "Leases"). In order to
simplify the drafting process, the parties used a form lease to incorporate the
basic provisions of each of the Leases. This Addendum relates to the lease for
the Premises located at 1000 through 1020 West Grand Avenue, Orlando, Florida
(the "Subject Lease"). The purpose of this Addendum is to set forth the site
specific provisions for the Subject Lease.

          B. Landlord and Tenant desire to amend the Subject Lease pursuant to
the terms as set forth below.

     NOW THEREFORE, in consideration of the mutual covenants contained in the
Lease and herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:

     1. All terms and conditions set forth in the Subject Lease are herein
incorporated by this reference and the defined terms set forth herein shall have
the meanings associated to them in the Subject Lease.

     2. The base rent, as referenced in paragraph 3 of the Subject Lease, is as
follows: Annual rent for the first year of the Subject Lease is $182,476.00,
payable in equal monthly installments of $15,206.33. Thereafter, rent for each
successive year of the Subject Lease Term shall increase to an amount equivalent
to 104% of the rent for the immediately preceding year.

     3. The following paragraphs or subparagraphs (as noted) are hereby added to
the Subject Lease:

          (a) Provided it is not then in default under the Subject Lease, Tenant
     may extend the term one (1) time for a five (5) year extension by written
     notice of its election to do so given to Landlord at least one hundred
     eighty (180) days prior to the then-current expiration date. The extended

                                       22



     term will be on all of the terms and conditions of the Subject Lease,
     including without limitation, the annual increase as set forth in paragraph
     2 above.

     4. The Subject Lease remains in full force and effect as amended above.

     IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed effective the date first written above.

WITNESSES:                                     LANDLORD:

                                               HUGHES, INC.,
                                               a Florida corporation


                                               By: /s/ Vincent Hughes
- --------------------------------------------       -----------------------------
                                               Name: Vincent Hughes
Print Name:                                    Title:
           ---------------------------------         ---------------------------

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

Print Name:
           ---------------------------------

                                               TENANT:

                                               HUGHES SUPPLY, INC.,
WITNESSES:                                     a Florida corporation


                                               By:  Mark D. Scimeca
- --------------------------------------------      ------------------------------
                                               Name:
- --------------------------------------------        ----------------------------
                                               Title: Associate General Counsel
Print Name:
           ---------------------------------

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

Print Name:
           ---------------------------------

                                       23



                                                                 Exhibit 10.1(c)

2018 Lucerne Terrace
Orlando, Florida

                      AMENDED AND RESTATED LEASE AGREEMENT

     THIS AMENDED AND RESTATED LEASE (this "Lease") is made effective as of
April 1, 2003, by and between HUGHES, INC., a Florida corporation, first party,
hereinafter referred to as "Landlord", and HUGHES SUPPLY, INC., a Florida
corporation, second party, hereinafter referred to as "Tenant" who covenant and
agree as follows:

     WHEREAS, Landlord and Tenant are parties to numerous leases (the "Original
Leases") for various sites located in Florida, including, but not limited to,
that certain lease dated March 31, 1988, as amended (the "Existing Lease"), for
the premises more particularly described therein. Landlord and Tenant are in the
process of amending and restating the majority of the Original Leases, including
the Existing Lease. In order to simplify the drafting of each amended and
restated lease, the parties are using a form document for each site. Attached to
each amended and restated lease is an Addendum "A," Additional Provisions, which
sets forth the site specific provisions for each individual site (the
"Addendum"). In each instance, in the event of any conflict between the amended
and restated lease and the Addendum, the terms of the Addendum shall control;
and

     WHEREAS, Landlord and Tenant desire to extend the term of the Existing
Lease and otherwise amend and restate the terms and conditions thereof. It is
the intent of the parties that this Lease serve as a novation of the Existing
Lease unless specifically stated to the contrary herein.

     NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Landlord and Tenant agree as
follows:

     1. Premises. Landlord, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, reserved and contained, to
be paid, kept and performed by Tenant, has leased and rented, and by these
presents does lease and rent, unto said Tenant, and said Tenant hereby agrees to
lease and take upon the terms and conditions which hereinafter appear, the
following described property (hereinafter called "Premises"). The Premises
consists of real property and improvements located at 2018 Lucerne Terrace,
Orlando, Florida, including, without limitation, an approximately 30,000 square
foot building, all as set forth in Exhibit "A" attached hereto and made a part
hereof. Notwithstanding the foregoing, Landlord and Tenant acknowledge that the
square footages are not represented measurements, but estimates only. Tenant has
had the opportunity to verify the square footages, has not done so, and Tenant,
therefore, agrees to hold Landlord harmless from any discrepancy in the
estimated and actual square footage of the building. The parties acknowledge
that the legal description used in the Existing Lease may have been inaccurate,
but that the parties have not been able to verify same prior to the execution of
this Lease. It is in the best interest of the parties that Tenant continue to
use all such space it has been using under the Existing Lease, regardless of the
actual legal description or other depiction of the Premises contained in the
Existing Lease. Exhibit "A" contains both a sketch of the Premises and the legal
description. In the event of any dispute as to

                                       1



what comprises the Premises, the actual space used by Tenant under the Existing
Lease shall be the accepted description, with the sketch controlling over the
address of the Premises, and the address of the Premises controlling over the
legal description attached hereto. Notwithstanding anything herein to the
contrary, Landlord shall have the right, within sixty (60) days of the execution
of this Lease, to have a new survey of the Premises prepared and, upon approval
by Tenant, said survey shall serve as the legal description for the Premises. In
the event a new survey is prepared and available prior to execution of this
Lease, the legal description and depiction set out in the new survey (which will
be a part of the Exhibit "A" attached hereto), approved by both parties, shall
control.

     2. Term. Tenant shall continue to have and hold the Premises for an
additional term of thirty (30) months, said additional term to commence
effective as of April 1, 2003, and to end on September 30, 2005.

     3. Rental. Tenant shall pay as rental for the Premises for the term of this
Lease the amounts set out in Addendum "A" attached hereto and made a part
hereof. The rental shall be due and payable without setoff or deduction, except
as specifically provided herein, in equal monthly installments as set out in
Addendum "A" in advance on the 1st day of each and every calendar month during
the term of this Lease. The first payment of such rental is to be made on April
1, 2003; provided, however, Landlord acknowledges that Tenant has already paid
the rent for the months of April and May, 2003, pursuant to the terms of an
extension agreement between the parties, and therefore Landlord agrees that only
the difference between the rent due under the Existing Lease and the rent due
under this Lease shall be due and payable for the month of April. All rental due
and payable under this Lease shall be made payable to: HUGHES, INC. and
delivered to the following address: P.O. Box 568065, Orlando, Florida 32856-8065
or such other address as Landlord may designate in writing to Tenant from time
to time. For questions regarding payment of rental under this Lease, Tenant may
call: Vincent Hughes at the following phone number: (407) 648-8587.

     4. Utility Bills. Tenant will pay all utility bills of all types,
including, but not limited to, water and sewer, natural gas, electricity and
sanitary pick up bills for the Premises, or used by Tenant in connection
therewith. If Tenant does not pay same, Landlord may, but shall not be obligated
to pay the same, and such payment will be added to the rental of the Premises
and reimbursed immediately to Landlord upon invoicing to Tenant.

     5. Taxes. Provided that Landlord has made arrangements for all tax-related
notices and bills to be promptly delivered directly to or forwarded to Tenant,
Tenant will pay all real property taxes, non ad valorem assessments and/or
special assessments (provided, however, that as to special assessments used to
fund improvements benefiting or located on or in the vicinity of the Premises,
which improvements have a useful life in excess of the then-remaining portion of
the additional term of this Lease, the assessments shall be paid in installments
over the longest period permitted by law or ordinance, with Tenant responsible
only for the prorated portion of such special assessments allocable to the
portion of such useful life occurring during the term of this Lease, which may
be assessed by any lawful authority against the Premises during the term of this
Lease (including any extension), including any partial year, in November of each
year or at the earliest date possible to take advantage of the maximum discount
available. Tenant shall

                                       2



provide Landlord with evidence of payment of the same within fifteen (15) days
after said payment. Tenant will pay any and all ad valorem taxes assessed
against the personal property located on the Premises, during the entire term
thereof. Tenant shall have the right, at Tenant's sole expense, to appeal any
and all taxes applicable to the Premises and Landlord agrees that Landlord will
cooperate with Tenant reasonably and sign all documents reasonably required in
connection with any such appeal. Tenant may delay payment of any portion of such
taxes which are the subject of an appeal until the resolution of such appeal, in
which event Tenant shall be solely responsible for the payment of any penalties,
interest, or additional taxes which result from such delay. Notwithstanding the
foregoing, Tenant shall not permit the filing of a tax lien against the
Premises. Tenant shall pay all applicable sales, excise or other taxes as
required by law (but not income taxes) which are due and payable on the rents
and other sums paid by Tenant hereunder at the time of payment of said rental
and other sums to Landlord. Real Estate taxes for any partial lease years shall
be prorated and paid within thirty (30) days after invoicing by Landlord.

     6. Insurance. Tenant shall carry, at Tenant's sole cost and expense and
throughout the term of this Lease and all renewals and extensions thereof: (a)
"All Risk" insurance coverage on the demised Premises in an amount not less than
the full insurable value (the term "full insurable value" will mean the actual
replacement cost, excluding foundation and excavation costs, as reasonably
determined by Landlord; (b) insurance coverage on all equipment, fixtures and
appliances owned by Tenant; and (c) comprehensive general liability insurance
coverage with respect to the Premises in an amount not less than $1,000,000.00
per occurrence and $5,000,000.00 in the aggregate.

Landlord and Tenant shall each name the other as an additional insured under all
insurance policies required by each of them to be maintained hereunder and
furnish evidence of such coverages and additional insured status in the form of
certificates of insurance to the other prior to the commencement of the term of
this Lease and at least fifteen (15) days prior to the earlier of the
commencement of each year of the term of this Lease or the date upon which such
insurance coverage would otherwise lapse if not renewed. All insurance provided
for in this Lease will be effected under enforceable policies issued by insurers
of recognized responsibility licensed to do business in the state in which the
Premises are located. If Landlord or Tenant provides any insurance required by
this Lease in the form of a blanket policy, Landlord or Tenant, as the case may
be, shall furnish satisfactory proof that such blanket policy complies in all
respects with the provisions of this Lease and that the coverage thereunder is
at least equal to the coverage which would be provided under a separate policy
covering only the Premises or common areas, if applicable.

If Landlord so requires, the policies of insurance provided for will be payable
to the holder of any mortgage, as the interest of such holder may appear,
pursuant to a standard mortgagee clause. All such policies will, to the extent
obtainable, provide that any loss will be payable to Landlord or to the holder
of any mortgage notwithstanding any act or negligence of Tenant which might
otherwise result in forfeiture of such insurance. All such policies will, to the
extent obtainable, contain an agreement by the insurers that such policies will
not be canceled without at least thirty (30) days prior written notice to
Landlord and to the holder of any mortgage to whom loss hereunder may be
payable.

                                       3



If Tenant fails to maintain all insurance as provided above, or fails to furnish
Landlord timely proof and assurance of the existence and continuance of the
insurance, such failure shall be deemed a default hereunder, and Landlord may
terminate this Lease or Landlord may, but is not obligated to, take such
measures as Landlord deems desirable to obtain the insurance for Landlord's
protection, and upon written request, Tenant shall immediately reimburse
Landlord for all costs and expenses thereof. Failure of Tenant to immediately
make such payment upon request shall be deemed a default hereunder, for which
Landlord may terminate this Lease or pursue all other rights and remedies
provided under this Lease.

The parties shall fully cooperate in making claims and furnishing information to
the insurer or insurers, and obtaining settlements and payments from the insurer
or insurers.

     7. Maintenance and Repairs by Tenant. Throughout the term of the Lease
(including any extension), Tenant shall, at its own expense, keep and maintain
in substantially the same condition as at the execution of this Lease, ordinary
wear and tear excepted, the interior and exterior of the Premises, including
without limitation, the roof, all structural components of the building or
buildings on the Premises, the parking lot and all driveways, all fences and
other structures on the Premises and all systems pertaining to water,
electrical, HVAC, and lighting. Tenant shall also be responsible for remedying
all health and safety hazards associated with the Premises caused by Tenant or
Tenant's agents or invitees. Tenant will also perform routine and regular
exterior lawn and landscaping maintenance. Tenant shall enter into and maintain
throughout the term of this Lease a service agreement with a reputable vendor
for regular maintenance to the HVAC system serving the Premises, including, but
not limited to, removal of trees and/or bushes growing against structures or
fences. Tenant also shall be responsible for correcting and repairing those
items set out in Exhibit "B" attached and made a part hereof (the "Current
Repairs"), at Tenant's sole cost and expense, within one hundred eighty (180)
days of the execution of this Lease. The Current Repairs should be made in a
manner consistent with the standards of the commercial industry, and Tenant
shall maintain the Current Repairs throughout the term of the Lease (including
any extension) in good condition, ordinary wear and tear excepted. Landlord
shall have the right to have the Current Repairs inspected by an independent
third party, chosen by Landlord, and reasonably acceptable to Tenant (the
"Inspector"), to ensure that the Current Repairs have been made in accordance
with industry standards. It is the intent of the parties that the Inspector's
inspection responsibilities shall relate only to the Current Repairs. Landlord
therefore agrees that the Inspector shall not request any repairs or
modifications which are not specifically designated as a Current Repair and
Tenant shall not be responsible for any repairs or modifications which are not
specifically designated as a Current Repair. Failure to complete repairs and
correction of said items within said one hundred eighty (180) day period shall
constitute a default hereunder and Landlord shall be entitled to all rights and
remedies as provided under this Lease.

     8. [INTENTIONALLY DELETED].

     9. Destruction of or Damage to the Premises. If the Premises are totally
destroyed by storm, fire, lightning, earthquake or other casualty, this Lease
will terminate as of the date of such destruction, and rental will be accounted
for as between Landlord and Tenant as of that

                                       4



date. If the Premises are damaged but not wholly destroyed by any of such
casualties, rental will abate in such proportion as use of the Premises has been
destroyed, and Landlord will restore the Premises to substantially the same
condition as before the damage as speedily as practicable, whereupon full rental
will recommence; however, if the damage will be so extensive the same cannot be
reasonably repaired and restored within three (3) months' time from the date of
the casualty, then either Landlord or Tenant may cancel this Lease by giving
written notice to the other party within thirty (30) days from the date of such
casualty. In such event, rental will be apportioned and paid up to the date of
such casualty.

     10. Modifications and Alterations to the Premises. No modifications,
alterations, or improvements to the building are allowed without the prior
written consent of Landlord, which consent will not be unreasonably withheld,
conditioned or delayed. "Reasonable," as used herein, shall mean using customs
and practices generally accepted in the industry. In addition, as a condition to
any such approval, Landlord may require that any such alterations or
modifications be removed upon termination of the Lease. No openings or cuts
through the roof or the exterior walls of the buildings on the Premises shall be
permitted without the written consent of Landlord which can be granted or denied
in Landlord's reasonable discretion.

     11. Removal of Fixtures. Tenant may (if not in default hereunder) prior to
the expiration of this Lease, or any extension thereof, remove all personal
property, fixtures and equipment which Tenant has placed in the Premises,
provided that during such removal Tenant will make all reasonable repairs
necessary to return the Premises to its original condition, reasonable wear and
tear excepted and to repair any damages caused by such removal.

     12. Return of the Premises. Tenant agrees to return the Premises to
Landlord at the expiration or prior termination of this Lease in good condition
and repair, reasonable wear and tear, damage by storm, fire, lightning,
earthquake or other casualty alone excepted. All trash and debris and Tenant's
personal property shall be removed from the Premises, all floors will be broom
cleaned, all carpets will be vacuumed, all restrooms will be cleaned and all
cobwebs or indications of other animal or bird encroachments will be cleaned
and/or removed from the Premises. All keys, alarm codes, equipment warrantees,
and HVAC (or other equipment used in the operation of the building and belonging
to Landlord) maintenance records kept by Tenant will be turned over to Landlord
within 30 days after Tenant vacating the Premises.

     13. Condemnation. If the whole of the Premises, or such portion thereof as
will make the Premises unusable for the purpose herein leased, be condemned by
any legally constituted authority for any public use or purpose or if Landlord
sells the Premises under threat of condemnation, then in either of said events
the term hereby granted will cease from the time when possession thereof is
taken by public authorities, and rental will be accounted for as between
Landlord and Tenant as of that date.

If there is a partial taking and if it is not so extensive as to render the
remaining portion (after restorations) unsuitable for the business of Tenant,
then this Lease will continue in effect and Landlord, upon receipt of the award
in condemnation, will expeditiously commence and complete all necessary repairs
and restorations to the Premises so as to constitute the portion of the building
not taken a complete architectural unit and restore the Premises as nearly as

                                       5



practicable to its prior condition; provided, however, that such work does not
exceed the scope of the original construction, and Landlord will not be under
any duty to expend amounts in excess of the award received by Landlord. Rent,
taxes and other charges payable by Tenant will equitably abate while Landlord's
repairs and restorations are in process. If a partial taking consists only of a
street widening or utility easement which, is reasonably determined not to
materially affect Tenant's use of the Premises including Tenant's parking and
any outside storage areas, this Lease will continue in full force and effect
without abatement of rent, taxes or other charges.

All compensation awarded for such taking or condemnation, whether for the whole
or for any part of the Premises, shall be the property of Landlord, whether such
compensation is for diminution in the value of the leasehold interest of Tenant,
the fee of the Premises, or otherwise, and Landlord shall be entitled to the
entire amount of any award for such taking or condemnation. The Tenant shall,
however, be entitled to recover from the condemning authority, if permitted by
law, any actual relocation expenses and compensation for the taking of any trade
fixtures.

     14. Compliance with Laws, Etc. Tenant agrees, at its own expense, to
promptly comply with all requirements of any legally constituted public
authority made necessary by reason of Tenant's use of said Premises. The Tenant
shall also be liable for: (a) repairs, alterations, replacements of retrofitting
required by the accessibility or path of travel requirements set forth in Title
III of the Americans With Disabilities Act of 1990, 42 USC (S) 12101, et seq.
and regulations and guidelines promulgated thereunder, as amended from time to
time (collectively, the "ADA"); (b) repairs, alterations or replacements
required to comply with federal, state or local indoor air quality laws, rules
or regulations; (c) repairs or replacements incident to CFC conversions for
heating and cooling systems; (d) installation, modification or upgrade of fire
protection and sprinkler systems; and (e) repairs, alterations or replacements
described in Exhibit "B" attached, if applicable.

     15. Assignment. Except as set forth below, Tenant may not assign this
Lease, or any interest thereunder, or sublet the Premises in whole or in part
without prior written consent of Landlord after notice of its intent to assign
or sublease, which consent shall not be unreasonably withheld, conditioned or
delayed. Tenant shall provide Landlord with the customary financial information
regarding the proposed assignee or subtenant and a statement regarding the
intended use of the property by said assignee or subtenant, except with respect
to any assignee or subtenant that is an affiliate of Tenant. Provided any such
subtenant or assignee uses the Premises for a current and existing use of
Tenant's business (regardless of whether that business is the business being
operated by the branch of Tenant currently occupying the Premises), Tenant may
(a) sublet all or part of the Premises to any corporation, the majority of whose
shares are owned by Tenant, during the period of such majority ownership only or
(b) assign this Lease to any corporation which owns more than fifty percent
(50%) of Tenant's issued and outstanding shares, or which succeeds to the entire
business of Tenant through purchase, merger, consolidation or reorganization, or
to any affiliate sharing common majority ownership with the Tenant without
Landlord's approval but with written notice of such transfer. Subtenants or
assignees will become liable directly to Landlord for all obligations of Tenant
hereunder, without relieving Tenant's liability hereunder. Notwithstanding
anything herein to the contrary, in no

                                       6



event shall any subtenant or assignee use the Premises for any immoral purpose,
including, but not limited to, massage parlors, adult bookstores, adult
theaters, adult amusement facilities, or any other type of facility selling,
leasing or displaying pornographic materials. In addition, the use of any
Hazardous Materials, other than those Hazardous Materials currently used in
Tenant's business (which Hazardous Materials shall be used in conformity with
all laws), by any subtenant or assignee shall be subject to Landlord's sole, but
reasonable, discretion. As a condition of Tenant's ability to sublease the
Premises, any sublease payments in excess of the rents due under this Lease
shall be payable to the Landlord as payments are received by the Tenant.

     16. Mortgagee's Rights. Tenant's rights will be subordinate, inferior and
subject to any bona fide mortgage or deed to secure debt which is now, or may
hereafter be, placed upon the Premises by Landlord, and Tenant agrees to execute
and deliver such documentation as may be reasonably required by any such
mortgagee to effect any subordination. Provided, however, as a condition to such
subordination, Landlord must secure from each mortgagee a nondisturbance
agreement, in a form reasonable and customarily utilized in the commercial
lending industry, providing that in the event of a foreclosure the mortgagee
will recognize the validity of this Lease and, provided that Tenant is not in
default, will not disturb Tenant's possession or its rights under this Lease.
Tenant shall attorn to such mortgagee or subsequent owner.

     17. Use of the Premises. The Tenant may use the Premises for all existing
Tenant uses and for warehouse, sales, outside storage and office purposes, and
for no other use or purpose. The Premises will not be used for any illegal
purposes, nor in any manner to create any nuisance or trespass; nor in any
manner to vitiate the insurance, based on the above purposes for which the
Premises are leased.

     18. Signs. Tenant will have the right to erect at Tenant's sole expense
signage at the entrance to and upon the Premises, including but not limited to a
customary trade sign identifying the business of Tenant. The erection of signage
by Tenant will be subject to and in conformity with all applicable laws, zoning
ordinances and building restrictions or covenants of record. On or before
termination of this Lease, Tenant will remove the signage thus erected, and will
repair any damage or disfigurement, caused by such removal. All signage proposed
by Tenant shall be subject to Landlord's review and approval, which approval
shall not be unreasonably withheld, conditioned or delayed.

     19. Entry for Carding, etc. Landlord may card the Premises "For Rent" or
"For Sale" one hundred eighty (180) days before the termination of this Lease.
Landlord may enter the Premises at reasonable hours during the term of this
Lease to exhibit the same to prospective purchasers, to insure compliance by
Tenant under the Lease and to make repairs required of Landlord under the terms
hereof.

     20. Indemnity. Landlord and Tenant agree to indemnify and save harmless
each other and their respective affiliates, directors, officers, employees,
agents, servants, attorneys and representatives from any and all claims, causes
of action, damages, fines, judgments, penalties, costs, liabilities, expenses or
losses (including without limitation, reasonable attorneys' fees)

                                       7



arising during or after the Term including without limitation during the period
of time that Tenant or Tenant's predecessors in interest have occupied the
Premises under the Existing Lease or previous leases as a result of any breach
of their respective obligations under Paragraphs 7 and 14 of this Lease.

Tenant agrees to indemnify and save harmless Landlord and its parents,
subsidiaries, affiliates, directors, officers, employees, agents, servants,
attorneys and representatives from any and all claims, causes of action,
damages, fines, judgments, penalties, costs (including environmental clean-up
costs and response costs), liabilities, expenses or losses (including without
limitation, reasonable attorneys' fees and expenses of litigation and the
retention of independent counsel protecting Landlord's interests) arising during
or after the Term including without limitation during the period of time that
Tenant or Tenant's predecessors in interest have occupied the Premises under the
prior lease or previous leases: (a) as a result of any violation by Tenant of
any applicable federal, state or local environmental laws or regulations, as
now, previously or hereinafter in effect, regulating, relating to or imposing
liability or imposing standards of conduct concerning any Hazardous Materials;
or (b) as a result of the presence, disturbance, discharge, release, removal or
cleanup of Hazardous Materials or as a result of environmental contamination or
other similar conditions which existed after commencement of the Tenant's or
Tenant's predecessor's in interest original occupancy of the Premises under
previous leases and which was caused by or brought onto the Premises by Tenant,
Tenant's predecessors in interest or their respective agents, contractors,
employees, licensees and invitees; or (c) as a result of any violation by Tenant
of the accessibility or path of travel requirements of the ADA; or (d) as a
result of Tenant's (and its subtenants and assigns) use and occupancy of the
Premises since Tenant's initial occupancy. These indemnities will survive the
expiration, cancellation or termination of the Lease. In no event, however,
shall Tenant be liable for the acts of Landlord, prior owners of the Premises or
any other tenants of the Premises, it being the intent of the parties that
Tenant be liable only for its own acts and those of its employees, licensees,
agents, subtenants and assigns.

In the event Landlord becomes involved through or on account of the terms of
this Lease, or through or on account of the use or occupancy of the Premises by
Tenant, or through or on account of the conduct of Tenant's business on or about
the Premises in any controversy or litigation with a third party, Landlord shall
be entitled to retain independent counsel for the purpose of protecting or
defending Landlord for all of Landlord's costs and attorneys' fees. If Landlord
so requests, Tenant shall execute and deliver to Landlord an indemnifying bond
with surety satisfactory to Landlord, which bond shall provide for the discharge
and payment of any and all final judgments, liens, costs, damages, expenses, and
obligations of Landlord whatsoever, in or arising out of the controversy or
litigation involving Landlord, including all costs, expenses and attorneys'
fees, incurred by Landlord in protecting Landlord's interest or defending
Landlord in such controversy or litigation. In the event Tenant and Landlord
cannot agree on the amount of any such bond, Landlord shall be entitled to have
a court of competent jurisdiction to determine the amount of such bond.

     21. Default of Tenant. It is mutually agreed that in the event: (a) the
rent herein reserved is not paid at the time and place when and where due and
Tenant fails to pay said rent within five (5) days after written demand from
Landlord; or (b) Tenant will fail to comply with

                                       8



any material term, provision, condition, or covenant of this Lease, other than
the payment of rent, and will not cure such failure within thirty (30) days
after notice to Tenant of such failure to comply or such additional time period
as may reasonably be necessary to effect a cure of the default provided that
Tenant commences within said thirty (30) day period and diligently pursues a
cure of the default to completion; or (c) Tenant causes any lien to be placed
against the Premises and does not cure the same within thirty (30) days after
notice from Landlord to Tenant demanding cure; or (d) proceedings under the
Bankruptcy Act for bankruptcy are filed by or against Tenant as Tenant's
performance hereunder, and if filed against Tenant, have not been dismissed
within thirty (30) days after the filing; or (e) an assignment of Tenant's
property for the benefit of creditors is made; or (f) a receiver, conservator,
or similar officer is appointed by a court of competent jurisdiction to take
charge of all or a substantial part of Tenant's property and within thirty (30)
days after appointment the officer is not discharged and possession of the
property is not restored to Tenant; or (g) Tenant's interest in the Premises or
under this Lease is the subject of taking or levy under execution, attachment,
or other process of law and the action is not cancelled or discharged within
thirty (30) days after its occurrence; or (h) Tenant abandons the Premises and
leaves it in a condition that could be vandalized or occupied by unauthorized
third parties; THEN in any of such events, Landlord will have the option to do
any of the following, in addition to, and not in limitation of any other remedy
permitted by law or in equity or by this Lease: (1) re-enter and repossess the
Premises and remove any property of Tenant thereon and store the same elsewhere
at Tenant's expense without relieving Tenant from any liability or obligation;
or (2) relet the Premises or any part thereof for Tenant's account, but without
obligation to do so and without relieving Tenant from any liability or
obligation, applying any amount received by Landlord from reletting first to all
reasonable costs and expenses incurred by Landlord in reletting; or (3) bring an
action then or thereafter against Tenant to recover the amount of any payment
owing by Tenant to Landlord as the same is due, becomes due, or accumulates; or
(4) accelerate all rent due under this Lease and bring then or thereafter an
action for all such amounts due and owing by Tenant to Landlord; or (5)
terminate this Lease by giving Tenant written notice thereof, without relieving
Tenant from any obligation or liability for payments theretofore or thereafter
becoming due or any other present or prospective damages or sums due or provided
by law or this Lease and resulting from Tenant's default; or (6) terminate this
Lease, relieving Tenant of any liability or obligation for rental payments or
others payments thereafter becoming due; or (7) exercise any combination of the
above remedies or any other remedy provided by law or in equity. Landlord's
remedies set forth in this Lease are cumulative and are not in limitation of any
remedies given by law or in equity. Landlord's forbearance to terminate shall
not waive Landlord's right to do so in the event of a continuing or subsequent
default. Any notice in this provision may be given by Landlord or its attorney.
No termination of this Lease prior to the normal ending thereof, by lapse of
time otherwise, will affect Landlord's right to collect rent for the period
prior to the termination thereof. Landlord's right to pursue any remedy afforded
to it herein or at law or in equity shall be subject to an obligation on the
part of the Landlord to take all reasonable and prompt action required by
Florida law to mitigate its damages as a result of any Tenant default.

     22. Default of Landlord. Should Landlord fail to perform any of its
obligations hereunder, Landlord will have a period of thirty (30) days after its
receipt of written notice from Tenant of a failure of performance within which
to commence a cure of that failure or such additional period of time as may
reasonably be necessary to effect a cure of the default provided

                                       9



that Landlord commences said cure within said thirty (30) day period and
diligently pursues a cure of the default to completion. Failure of Landlord to
commence that cure within the 30-day period or to effect that cure within that
30-day period or the additional period as provided above will be an event of
default under this Lease and Tenant may, at its option, elect to: (a) bring an
action to require specific performance of Landlord's obligations; (b) provide
Landlord with an additional period of time within which to effect that cure; (c)
commence such cure itself, and Tenant may either, at its option, offset any
expenses it incurs in effecting such cure against the rent and other charges due
and payable by Tenant hereunder, or require that Landlord immediately reimburse
Tenant for its expenses; provided, however, in the event of an emergency, Tenant
may immediately effect a cure of Landlord's failure should Landlord fail to act
immediately to do so, without the requirement of any notice by Tenant to
Landlord; and/or (d) pursue any other remedies provided herein or provided by
law.

     23. Warranties. Landlord warrants that Landlord owns the Premises in fee
simple and has the right to enter into this Lease and that the Premises are free
from liens and encumbrances except for utility easements and un-violated
restrictive covenants which do not materially adversely affect Tenant's intended
use of the Premises; and covenants that Tenant, provided it performs all of its
obligations under this Lease, will peaceably and quietly enjoy the Premises
during the Lease term without any disturbance from Landlord, anyone claiming by,
through or under Landlord, or any other party, except as otherwise specifically
provided in this Lease.

     24. Holding Over. If Tenant remains in possession of the Premises after
expiration of the term hereof, with Landlord's acquiescence and without any
express agreement of the parties, Tenant will be a tenant-at-will at the rental
rate equal to 150% of the rent in effect at end of the Lease; and there will be
no renewal of this Lease by operation of law.

     25. Notices. Any notice given pursuant to this Lease will be in writing and
sent by certified mail to:

     (a) Landlord: Hughes, Inc.
                   P.O. Box 568065
                   Orlando, Florida 32804
                   Attention: Vincent Hughes
                   Phone No.:(407) 648-8587 / Fax No.:
                                                      -------------

                   and

                   Hughes, Inc.
                   1411 Edgewater Drive, Suite 200
                   Orlando, Florida 32804
                   Attention: Vincent Hughes
                   Phone No.:(407) 648-8587 / Fax No.:
                                                      -------------

                              [LANDLORD TO VERIFY]

or to such other address as Landlord may hereafter designate in writing to
Tenant.

                                       10



     (b) Tenant:   Hughes Supply, Inc.
                   20 North Orange Avenue, Suite 200
                   Orlando, Florida 32801
                   Attention: Associate General Counsel
                   Phone No.: (407) 841-4755 / Fax No.: (407) 649-3018

or to such other address as Tenant may hereafter designate in writing to
Landlord.

     26. Recording. This Lease shall not be recorded by either party.

     27. Construction of Lease Terms. The terms of this Lease will not be
construed more strongly against any party, regardless of which party was
responsible for the preparation and drafting of this Lease.

     28. Attorneys and Other Professional Fees. In any litigation between the
parties regarding this Lease, the losing party agrees to pay to the prevailing
party its reasonable attorneys', paralegals', accountants', consultants', and
experts' fees and expenses of litigation at all trial, appellate and alternative
dispute resolution levels and forums. For purposes of this paragraph, a party is
to be considered the prevailing party if:

     (a)  it initiated the litigation and obtains (by judgment or agreement)
          substantially the relief sought; or

     (b)  it did not initiate the litigation and the other party does not obtain
          (by judgment or agreement) substantially the relief sought.

     29. Waiver of Rights. No failure of Landlord to exercise any power given
Landlord hereunder, or to insist upon strict compliance by Tenant with its
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof will constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof.

     30. Rights Cumulative. All rights, powers and privileges conferred
hereunder upon the parties hereto will be cumulative but not restrictive to
those given by law.

     31. Time of Essence. Time is of the essence of this Agreement.

     32. Definitions. "Landlord" as used in this Lease will include first party,
its heirs, representatives, assigns, and successors in title to the Premises.
"Tenant" will include second party, its heirs and representatives, assigns and
successors, and if this Lease will be validly assigned, or sublet, will include
also Tenant's assignees or sub-Tenants, as to the Premises covered by such
assignment or sub-lease. "Landlord" and "Tenant" include male and female,
singular and plural, corporation, partnership or individual, as may fit the
particular parties.

                                       11



     33. Entire Agreement. This Lease contains the entire agreement of the
parties hereto, and no representations, inducements, promises or agreements,
oral or otherwise, between the parties, not embodied herein, will be of any
force or effect.

     34. Severability and Governing Law. If any term, covenant or condition of
this Lease or the application thereof to any person, entity or circumstance
will, to any extent, be invalid or unenforceable, the remainder of this Lease,
or the application of such term, covenant, or condition to persons, entities or
circumstances other than those which or to which sued may be held invalid or
unenforceable, will not be affected thereby, and each term, covenant or
condition of this Lease will be valid and enforceable to the fullest extent
permitted by law. This Lease shall be governed by and construed in accordance
with the law of the state in which the Premises are located. Venue shall lie in
the State courts for the County where the Premises is located.

     35. Brokerage. On or before the commencement of the additional term of this
Lease, Landlord will pay a real estate commission to: Realty Capital Advisors,
Inc. as Landlord's representative and listing broker pursuant to a separate
agreement. Each of Landlord and Tenant warrants to the other that, other than as
stated in this Paragraph, and as specifically set forth herein, no commissions
are payable or due to any other broker or finder in connection with this Lease
and each of Landlord and Tenant agrees to indemnify, defend and hold the other
harmless from and against any commissions or fees or claims for commissions or
fees arising under the indemnifying party, which indemnification will expressly
survive the termination of this Lease. Tenant agrees that any fee or other
remuneration to Mohr Partners, Inc. shall be the sole responsibility of Tenant
and Tenant shall indemnify Landlord and Realty Capital Advisors, Inc. from any
claims brought by, or on behalf of, Mohr Partners, Inc.

     36. Radon Gas. RADON GAS: Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in the
state in which the Premises are located. Additional information regarding radon
and radon testing may be obtained from your county public health unit.

     37. Mechanic's Liens. Landlord's interest in the Premises is not subject to
liens for improvements or work made or done by Tenant to or upon the Premises,
and such liability is expressly prohibited as contemplated by Section 713.10,
Florida Statutes. Tenant shall not cause or permit any mechanic's lien to be
placed against the Premises. If any mechanic's lien is placed against the
Premises, or any claim thereof is filed against the premises as the result of
anything done or permitted by Tenant, Tenant shall cause the same to be removed
within thirty (30) days after being notified thereof, and shall indemnify and
hold Landlord harmless from adverse effects thereof; provided, however, Landlord
shall have the right to pay and discharge any such lien if the same is not
removed by Tenant as provided herein, and Tenant shall forthwith pay to Landlord
all amounts incurred by Landlord in removing such lien, or protecting against
such lien, including, without limitation, attorneys' fees and costs.

     38. Relationship of Parties. Nothing contained in this Lease shall
constitute or be construed to create the relationship of principal and agent,
partnership, joint venturers or any other relationship between the parties
hereto other than the relationship of Landlord and Tenant.

                                       12



     39. Certificates. Landlord and Tenant shall at any time from time to time,
upon not less than twenty (20) days prior written notice from the other party,
execute, acknowledge and deliver to the other party a statement, in writing,
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect, as
modified and stating the modifications), and the date to which the rental has
been paid and whether or not there is any existing default by Tenant with
respect to any sums of money required to be paid by Tenant under the terms of
this Lease, or whether a notice of default has been served by Landlord or
Tenant, it being intended that any such statement delivered pursuant to this
paragraph may be relied upon by any prospective or existing mortgagee or
assignee of any mortgage or purchaser of the Premises or by any prospective
assignee or subtenant of the leasehold estate. If any such certification by
Landlord shall allege non-performance by Tenant the nature and extent of such
non-performance, insofar as actually known by Landlord, shall be summarized
therein.

     40. Hazardous Materials. The term "Hazardous Substances," as used in this
Lease shall include, without limitation, flammables, explosives, radioactive
materials, asbestos, polychlorinated biphenyls (PCB's), chemicals known or
suspected to cause cancer or reproductive disorders or birth defects,
pollutants, contaminants, hazardous wastes, solid wastes, mold, mildew,
hazardous materials, hazardous substances, toxic substances or related
materials, petroleum and petroleum products, including without limitation, any
compound or substance containing any of the foregoing, and substances declared
to be hazardous or toxic under any law, statute, ordinance, or court order or
decision, or any regulation promulgated by any agency or governmental entity,
now in effect or enacted, passed decided or promulgated at any time in the
future or that existed in the past during the Tenant's or Tenant's predecessor
in interest's previous occupancy.

          (a) Tenant's Restrictions. Tenant shall not cause, have caused or
affirmatively permit and shall take reasonable steps to avoid causing:

               (1) Any violation of any federal, state or local law, statute,
     ordinance or regulation, previously, now or hereafter enacted or
     promulgated, related to the presence, escape, seepage, leakage, spillage,
     discharge, emission or release of any Hazardous Substance on, under or
     about the Leased Premises or any other environmental conditions, on, under
     or about the Premises.

               (2) The use, generation, manufacture, refining, production,
     processing, storage or disposal of any Hazardous Substance on or about the
     Premises without Landlord's prior written consent, which written consent
     may be denied, withdrawn, conditioned or modified by Landlord at any time
     and from time to time in its sole and absolute discretion. Notwithstanding
     the foregoing, Landlord acknowledges and consents to Tenant's lawful use,
     storage and sale of those Hazardous Substances that are currently used,
     stored or sold by Tenant in the ordinary course of its business (it being
     the intent of the parties that "the ordinary course of its business" shall
     include all operations of Tenant existing at the execution of this Lease,
     regardless of whether such business is being operated on the Premises), as
     well as comparable or equivalent substances that may

                                       13



     be used, stored or sold by Tenant in the future, which consent may not be
     revoked or conditioned provided Tenant is complying with all applicable
     laws, rules and regulations governing such Hazardous Materials.

          (b) Tenant's Covenants. Throughout the term of this Lease, Tenant
shall:

               (1) Afford the Landlord full and complete access to and upon the
     Premises upon reasonable prior notice and, during Tenant's business hours,
     except in the event of an emergency, in which event no prior notice is
     required so that Landlord and/or its employees or consultants may
     investigate Tenant's compliance with all environmental laws or to determine
     whether any Hazardous Substances exist or are present on, under or about
     the Premises.

               (2) Except as specifically set forth herein, at Tenant's sole
     cost and expense, cause the Premises and all of Tenant's business
     operations thereon to comply with all laws, statutes, ordinances and
     regulations governing the use, generation, transportation, storage, release
     or disposal of any Hazardous Substances by Tenant, its employees, agents or
     contractors ("Tenant Parties"). Notwithstanding anything herein to the
     contrary, Tenant shall not be responsible for curing any non-compliance
     which (i) arose prior to Tenant's initial occupancy of the Premises; and/or
     (ii) arose or may arise from an off-site source and which was not caused by
     the acts and/or omissions of Tenant or Tenant Parties; and/or (iii) arose
     or may arise as a result of the acts or omissions of Landlord, its agents,
     licensees and assigns, or any third party, it being the intent of the
     parties that Tenant shall be responsible only for the compliance of Tenant
     and Tenant Parties.

               (3) In the event that Tenant receives any warning, notice of
     violation, complaint or order in regard to any private or governmental
     action or investigation taken related to or in any way connected with the
     presence of any Hazardous Substances on, under or about the Premises,
     Tenant shall immediately upon receipt thereof deliver a copy of any such
     warning, notice or order to the Landlord.

               (4) In the event that Tenant has used or uses, generates,
     transports or stores any Hazardous Substances on or about the Premises and
     Landlord has consented to such use, generation, transportation, or storage
     in writing, then as an additional condition of such consent Tenant shall at
     its sole costs and expense apply for, obtain and continuously and
     completely comply with the conditions of any and all permits and approvals
     required therefor by any governmental authority, agency or instrumentality.

               (5) To the extent required by any applicable law related to the
     use, generation, production or storage of Hazardous Substances, Tenant
     shall keep and maintain complete and accurate records available at all
     times for inspection by Landlord, of all manifests, receipts, bills of
     lading and other indicia or evidence of the receipt of all Hazardous
     Substances and the subsequent use, processing, disposal and/or shipment of
     the Hazardous Substances, all as may be required to confirm that no loss or
     release of Hazardous Substances has occurred, or if a loss or release has
     occurred, the

                                       14



     documentation will confirm the exact nature of the loss or release, and
     Tenant shall, if requested by Landlord, supply copies of all documents to
     Landlord.

               (6) In the event that the Tenant shall place upon the Premises
     any underground storage tanks, Tenant shall be responsible at its sole cost
     and expense for complete and continuous compliance with each and every one
     of the requirements of any statute or regulation with respect to
     underground storage tanks, including without limitation, Florida
     Administrative Code Chapter 17-761 and any subsequent additions or
     amendments thereto or replacements therefor, including without limitation
     the requirements regarding registration, installation, operation, repairs,
     notification, reporting, record keeping, financial responsibility of the
     operator, tank and piping performance standards, system release detection
     standards, release detection and tightness testing standards, inventory
     monitoring and reconciliation, removal from service and/or closure. All
     inventory records and testing records as may be required under Florida
     Administrative Code Chapter 17-761 shall be available for inspection by
     Landlord at any time and from time to time and all submittals to the
     Florida Department of Environmental Regulation in regard to the underground
     storage tank shall also be simultaneously delivered to Landlord.

               (7) In the event the Premises shall contain any above ground
     storage tank or storage vessel placed by Tenant, its employees, agents or
     contractors, Tenant shall be responsible at its sole cost and expense for
     complete and continuous compliance with any statues or regulations
     pertaining thereto and shall construct, after prior written approval by
     Landlord of all plans therefor, all containment dikes, revetments, holding
     areas, catch basins, or other structures or devices required by law or
     regulation. Landlord's approval of such plans shall not constitute an
     acceptance by Landlord of such construction as satisfactory for regulatory
     purposes, but shall only constitute approval for the construction to occur.

          (c) Injunctive Relief. In the event of Tenant's violation of or
noncompliance with any of the restrictions or covenants (respectively a
"Restriction" or a "Covenant") set forth in sub-paragraphs (a) and (b) above,
Tenant acknowledges and agrees that Landlord shall be irreparably harmed and may
not have an adequate remedy at law. Accordingly, Tenant hereby covenants and
agrees that in the event of any such violation or noncompliance by Tenant
Parties, Landlord shall be entitled to seek and obtain an injunction prohibiting
any threatened or continuing violation of a Covenant or Restriction, or an order
of specific performance requiring performance of a Covenant, as the case may be,
and the Landlord shall not be required to post any bond or other security in
regard to such injunction.

          (d) Environmental Testing. Landlord shall have the right at any time
and from time to time, to conduct such environmental testing and investigations
as the Landlord deems necessary and desirable. Such investigations and testing
shall be at the expense of Landlord; provided, however, that in the event that
any such investigation or test reveals the presence or existence of any
Hazardous Substance, on, under or about the Premises that is introduced by
Tenant, Tenant's predecessor in interest or their respective employees,
invitees, agents or contractors, other than Hazardous Substances on the Premises
pursuant to an approval

                                       15



of Landlord which is appropriately containerized and documented fully and
completely in accordance with all applicable laws and permit requirements, then
all costs for such investigation or test and any further investigations or tests
desired by Landlord shall be borne solely and completely by Tenant.

          (e) Environmental Clean-up. In the event that any governmental
authority, agency or instrumentality or any private party notifies Tenant of the
existence of any Hazardous Substances on, under or about the Premises that is
introduced by Tenant, or its respective employees, invitees, agents or
contractors, then Tenant shall be solely and completely responsible, liable and
obligated at its sole cost and expense to clean-up and remediate the Premises
and/or any other property contaminated by any Hazardous Substances on, under or
about the Premises arising out of and occurring during the use and occupancy of
the Premises by Tenant in accordance with all standards and requirements of any
applicable government authority. In connection with such clean-up and/or
remediation, Tenant further agrees as follows:

               (1) All reports, plans, investigations and/or other written
     material to be submitted by Tenant and/or its consultants to any
     governmental authority, agency or instrumentality or any private party
     shall be submitted first to Landlord for its review and approval, which
     approval shall not be unreasonably withheld, conditioned or delayed.

               (2) Landlord shall be given prior written notice of and shall be
     afforded the opportunity to attend any discussions with any governmental
     authority, agency or instrumentality in regard to the clean-up and/or
     remediation of any Hazardous Substances on, under or about the Premises, or
     any adjacent lands.

               (3) Tenant shall promptly provide all information regarding the
     use, generation, storage, transportation, disposal, clean-up and/or
     remediation of Hazardous Substances on, under or about the Premises as
     reasonably required by Landlord from time to time.

               (4) Tenant hereby understands and agrees that Landlord shall have
     the right, but shall not be required, at any time to undertake the clean-up
     and remediation of the Premises on its own behalf at Tenant's expense in
     the event that Landlord determines in its reasonable discretion that
     Tenant's efforts have been inadequate. All expenditures of Landlord for
     such clean-up and remediation shall constitute additional rental hereunder
     and immediately due and payable upon invoicing.

          (f) Tenant's Indemnity. Tenant hereby covenants and agrees to
indemnify, defend and hold harmless Landlord, and its respective officers,
directors, beneficiaries, shareholders, partners, agents, employees and
consultants from and against any and all fines, penalties, suits, procedures,
claims, investigations, audits, inquiries and actions of every kind or nature
and any and all fees and costs incurred in connection therewith, including
attorney's fees, paralegal's fees and consultant's fees, whether incurred before
trial, at trial, upon any appellate levels or in any administrative or
bankruptcy proceedings, arising out of or in any way connected with the
presence, escape, seepage, leakage, spillage, discharge, emission or release of
any

                                       16



Hazardous Substances as a result of and during the use and occupancy of the
Premises by the Tenant on, under or about the Premises or any adjacent lands for
any violation or breach by Tenant or Tenant Parties of any of the restrictions
or covenants set forth in this paragraph 40. In the event a claim is made upon
the Landlord, the Landlord shall promptly give notice of such claim to the
Tenant, and shall promptly deliver to Tenant all information and written
material available to the Landlord relating to such claim. If such claim is
first made upon the Tenant the Tenant shall promptly give notice of such claim
to the Landlord. The Tenant shall defend in the name of the Landlord any claim
in any appropriate administrative or judicial proceedings and take whatever
actions may be reasonably requested of the Landlord to permit the Tenant to make
such defense and obtain an adjudication of such claim on the merits, including
the signing of pleadings and other documents, if necessary; provided the Tenant
shall defend the claim with counsel reasonably satisfactory to the Landlord and
Tenant provides the Landlord with evidence reasonably satisfactory to the
Landlord that the Tenant can satisfy the claim if it is upheld. In addition to
the liability for the ultimate settlement or judgment, if any, arising out of
such claim under this paragraph Tenant shall be solely responsible for all the
expenses incurred in connection with such defense or proceedings, regardless of
their outcome including attorney's fees incurred at all trial and appellate
levels.

          (h) Survival. Tenant's duties, obligations and liabilities under this
paragraph are a material inducement for Landlord to enter into this Lease and
shall survive the expiration or other termination of this Lease Agreement.

     41. Reimbursement for Costs. Landlord and Tenant acknowledge that Tenant
has expended a considerable amount of time and effort in negotiating this Lease
(and the other amended and restated) with Landlord. To compensate Tenant for its
efforts, Landlord hereby agrees to pay to Tenant, in equal annual installments,
due and payable on the first day of any such lease year, an amount equal to two
percent (2%) of the base rents payable throughout the term of this Lease,
exclusive of all taxes, insurance, utilities, maintenance, and repair costs and
other expenses to be paid by Tenant hereunder.

     IN WITNESS WHEREOF, the parties herein have executed this Lease on the day
and year first above written.

                                             "LANDLORD"

Witnesses:                                   HUGHES, INC., a Florida corporation


                                             By:
- -------------------------------                 --------------------------------

Printed:                                     Printed:
        -----------------------                      ---------------------------

- -------------------------------              Title:
                                                   -----------------------------

Printed:
        -----------------------

                                       17



                                             "TENANT"

                                             HUGHES SUPPLY, INC., a Florida
                                             corporation


                                             By:
- -------------------------------                 --------------------------------

Printed:                                     Printed:
        -----------------------                      ---------------------------

- -------------------------------              Title:
                                                   -----------------------------
Printed:
        -----------------------

                                       18



                                   EXHIBIT "A"

                         (Sketch and Legal Description)

                                       19



                             Title Commitment Legal

Description of Real Property Situated in Orange County, Florida:

Lot 1, GRANT STREET WAREHOUSE, according to the map or plat thereof as recorded
in Plat Book 29, Page(s) 58, Public Records of Orange County, Florida.

                                       20



                            Legal from Existing Lease

From the SE corner of Lot "A," Muriel Terrace, as recorded in Plat Book "J,"
Page 125, Public Records of Orange County, Florida; run west along the south
boundary of said Lot "A" a distance of 271.20 feet to the easterly ROW of
Seaboard Coastline Railroad; thence north along said ROW a distance of 600 feet
to a point of beginning; thence continue north along said ROW approximately 200
feet; thence east approximately 455 feet to a point on the east boundary of Lot
7, Langston's Subdivision as recorded in Plat Book "B," Page 29, Public Records
of Orange County, Florida; thence south along the east boundary of said
Langston's Subdivision 160 feet to the centerline of Harding Avenue; thence west
along said centerline 119.3 feet; thence south approximately 40 feet; thence
west approximately 320 feet to the point of beginning.

Includes the 30,000 square feet warehouse building located thereon, with a
street address of Orlando Utility Warehouse, 2018 Lucerne Terrace, Orlando,
Florida.

                                       21



                                   EXHIBIT "B"

                                (Current Repairs)

                                       22



                                  ADDENDUM "A"

                             (ADDITIONAL PROVISIONS)

     THIS ADDENDUM "A" (ADDITIONAL PROVISIONS) ("Addendum") is made and entered
effective as of the 1st day of April, 2003, by and between HUGHES, INC., a
Florida corporation ("Landlord"), and HUGHES SUPPLY, INC., a Florida corporation
("Tenant"), and is attached to and is an integral part of the Subject Lease (as
defined below).

          A. Simultaneous herewith, Landlord and Tenant entered into eleven (11)
different Amended and Restated Lease Agreements for the demised premises
("Premises") described therein (collectively, the "Leases"). In order to
simplify the drafting process, the parties used a form lease to incorporate the
basic provisions of each of the Leases. This Addendum relates to the lease for
the Premises located at 2018 Lucerne Terrace, Orlando, Florida (the "Subject
Lease"). The purpose of this Addendum is to set forth the site specific
provisions for the Subject Lease.

          B. Landlord and Tenant desire to amend the Subject Lease pursuant to
the terms as set forth below.

     NOW THEREFORE, in consideration of the mutual covenants contained in the
Lease and herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:

     1. All terms and conditions set forth in the Subject Lease are herein
incorporated by this reference and the defined terms set forth herein shall have
the meanings associated to them in the Subject Lease.

     2. The base rent, as referenced in paragraph 3 of the Subject Lease, is as
follows: Annual rent for the first year of the Subject Lease is $90,000.00,
payable in equal monthly installments of $7,500.00. Thereafter, rent for each
successive year of the Subject Lease Term shall increase to an amount equivalent
to 104% of the rent for the immediately preceding year.

     3. The following paragraphs or subparagraphs (as noted) are hereby added to
the Subject Lease:

          (a) Provided it is not then in default under the Subject Lease, Tenant
     may extend the term one (1) time for a five (5) year extension by written
     notice of its election to do so given to Landlord at least one hundred
     eighty (180) days prior to the then-current expiration date. The extended

                                       23



     term will be on all of the terms and conditions of the Subject Lease,
     including without limitation, the annual increase as set forth in paragraph
     2 above.

          (b) The parties acknowledge that Tenant is in need of access to Grant
     Street from the Premises. Provided such access rights do not interfere with
     the business of the other tenant on the property, L&S Services, Inc.,
     Tenant shall have the right of access across all concrete areas located on
     all adjacent property to the Premises owned by Landlord.

          (c) Tenant shall be responsible, at its sole cost and expense, for
     those portions indicated as Tenant's maintenance responsibility on the
     "Asphalt Use and Areas of Responsibility portion of Exhibit "A" of the
     Subject Lease.

     4. The following paragraphs or subparagraphs (as noted) are hereby deleted
from the Subject Lease and replaced as follows:

          (a) Paragraph 5, Taxes. Notwithstanding anything herein to the
     contrary, Landlord shall pay as and when due any and all real property
     taxes, assessments and related costs for the property upon which the
     Premises is located (the "Taxes"). Within thirty (30) days of receipt of a
     copy of the paid tax bill from Landlord and a breakdown of the allocation
     among the various tenants and Landlord, Tenant shall reimburse Landlord for
     its proportionate share of the Taxes. As used herein, Tenant's
     proportionate share of the Taxes shall mean 65%. Notwithstanding the
     foregoing, in the event there are additional improvements constructed
     and/or other modifications to the property which would alter Tenant's
     proportionate share, the parties agree to negotiate for a reasonable
     re-proration based on any such changes.

     5. The Subject Lease remains in full force and effect as amended above.

     IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed effective the date first written above.


WITNESSES:                                   LANDLORD:

                                             HUGHES, INC.,
                                             a Florida corporation


                                             By: /s/ Vincent Hughes
- -------------------------------                 --------------------------------
                                             Name:
Print Name:                                       ------------------------------
           --------------------              Title:
                                                   -----------------------------

                                       24



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

Print Name:
           --------------------

                                             TENANT:

                                             HUGHES SUPPLY, INC.,
WITNESSES:                                   a Florida corporation


                                             By: Mark D. Scimeca
- -------------------------------                 --------------------------------
                                             Name:
Print Name:                                       ------------------------------
           --------------------              Title: Associate General Counsel

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

Print Name:
           --------------------

                                       25



                                                                 Exhibit 10.1(d)

335 North Ingraham Avenue
Lakeland, Florida

                      AMENDED AND RESTATED LEASE AGREEMENT

     THIS AMENDED AND RESTATED LEASE (this "Lease") is made effective as of
April 1, 2003, by and between HUGHES, INC., a Florida corporation, first party,
hereinafter referred to as "Landlord", and HUGHES SUPPLY, INC., a Florida
corporation, second party, hereinafter referred to as "Tenant" who covenant and
agree as follows:

     WHEREAS, Landlord and Tenant are parties to numerous leases (the "Original
Leases") for various sites located in Florida, including, but not limited to,
that certain lease dated March 31, 1988, as amended (the "Existing Lease"), for
the premises more particularly described therein. Landlord and Tenant are in the
process of amending and restating the majority of the Original Leases, including
the Existing Lease. In order to simplify the drafting of each amended and
restated lease, the parties are using a form document for each site. Attached to
each amended and restated lease is an Addendum "A," Additional Provisions, which
sets forth the site specific provisions for each individual site (the
"Addendum"). In each instance, in the event of any conflict between the amended
and restated lease and the Addendum, the terms of the Addendum shall control;
and

     WHEREAS, Landlord and Tenant desire to extend the term of the Existing
Lease and otherwise amend and restate the terms and conditions thereof. It is
the intent of the parties that this Lease serve as a novation of the Existing
Lease unless specifically stated to the contrary herein.

     NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Landlord and Tenant agree as
follows:

     1. Premises. Landlord, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, reserved and contained, to
be paid, kept and performed by Tenant, has leased and rented, and by these
presents does lease and rent, unto said Tenant, and said Tenant hereby agrees to
lease and take upon the terms and conditions which hereinafter appear, the
following described property (hereinafter called "Premises"). The Premises
consists of real property and improvements located at 335 North Ingraham Avenue,
Lakeland, Florida, including, without limitation, an approximately 34,100 square
foot building, all as set forth in Exhibit "A" attached hereto and made a part
hereof. Notwithstanding the foregoing, Landlord and Tenant acknowledge that the
square footages are not represented measurements, but estimates only. Tenant has
had the opportunity to verify the square footages, has not done so, and Tenant,
therefore, agrees to hold Landlord harmless from any discrepancy in the
estimated and actual square footage of the building. The parties acknowledge
that the legal description used in the Existing Lease may have been inaccurate,
but that the parties have not been able to verify same prior to the execution of
this Lease. It is in the best interest of the parties that Tenant continue to
use all such space it has been using under the Existing Lease, regardless of the
actual legal description or other depiction of the Premises contained in the
Existing Lease. Exhibit "A"

                                       1



contains both a sketch of the Premises and the legal description. In the event
of any dispute as to what comprises the Premises, the actual space used by
Tenant under the Existing Lease shall be the accepted description, with the
sketch controlling over the address of the Premises, and the address of the
Premises controlling over the legal description attached hereto. Notwithstanding
anything herein to the contrary, Landlord shall have the right, within sixty
(60) days of the execution of this Lease, to have a new survey of the Premises
prepared and, upon approval by Tenant, said survey shall serve as the legal
description for the Premises. In the event a new survey is prepared and
available prior to execution of this Lease, the legal description and depiction
set out in the new survey (which will be a part of the Exhibit "A" attached
hereto), approved by both parties, shall control.

     2. Term. Tenant shall continue to have and hold the Premises for an
additional term of seven (7) years and three (3) months, said additional term to
commence effective as of April 1, 2003, and to end on June 30, 2010.

     3. Rental. Tenant shall pay as rental for the Premises for the term of this
Lease the amounts set out in Addendum "A" attached hereto and made a part
hereof. The rental shall be due and payable without setoff or deduction, except
as specifically provided herein, in equal monthly installments as set out in
Addendum "A" in advance on the 1st day of each and every calendar month during
the term of this Lease. The first payment of such rental is to be made on April
1, 2003; provided, however, Landlord acknowledges that Tenant has already paid
the rent for the months of April and May, 2003, pursuant to the terms of an
extension agreement between the parties, and therefore Landlord agrees that only
the difference between the rent due under the Existing Lease and the rent due
under this Lease shall be due and payable for the month of April. All rental due
and payable under this Lease shall be made payable to: HUGHES, INC. and
delivered to the following address: P.O. Box 568065, Orlando, Florida 32856-8065
or such other address as Landlord may designate in writing to Tenant from time
to time. For questions regarding payment of rental under this Lease, Tenant may
call: Vincent Hughes at the following phone number: (407) 648-8587.

     4. Utility Bills. Tenant will pay all utility bills of all types,
including, but not limited to, water and sewer, natural gas, electricity and
sanitary pick up bills for the Premises, or used by Tenant in connection
therewith. If Tenant does not pay same, Landlord may, but shall not be obligated
to pay the same, and such payment will be added to the rental of the Premises
and reimbursed immediately to Landlord upon invoicing to Tenant.

     5. Taxes. Provided that Landlord has made arrangements for all tax-related
notices and bills to be promptly delivered directly to or forwarded to Tenant,
Tenant will pay all real property taxes, non ad valorem assessments and/or
special assessments (provided, however, that as to special assessments used to
fund improvements benefiting or located on or in the vicinity of the Premises,
which improvements have a useful life in excess of the then-remaining portion of
the additional term of this Lease, the assessments shall be paid in installments
over the longest period permitted by law or ordinance, with Tenant responsible
only for the prorated portion of such special assessments allocable to the
portion of such useful life occurring during the term of this Lease, which may
be assessed by any lawful authority against the Premises during the term of this
Lease (including any extension), including any partial year, in November of each
year or

                                       2



at the earliest date possible to take advantage of the maximum discount
available. Tenant shall provide Landlord with evidence of payment of the same
within fifteen (15) days after said payment. Tenant will pay any and all ad
valorem taxes assessed against the personal property located on the Premises,
during the entire term thereof. Tenant shall have the right, at Tenant's sole
expense, to appeal any and all taxes applicable to the Premises and Landlord
agrees that Landlord will cooperate with Tenant reasonably and sign all
documents reasonably required in connection with any such appeal. Tenant may
delay payment of any portion of such taxes which are the subject of an appeal
until the resolution of such appeal, in which event Tenant shall be solely
responsible for the payment of any penalties, interest, or additional taxes
which result from such delay. Notwithstanding the foregoing, Tenant shall not
permit the filing of a tax lien against the Premises. Tenant shall pay all
applicable sales, excise or other taxes as required by law (but not income
taxes) which are due and payable on the rents and other sums paid by Tenant
hereunder at the time of payment of said rental and other sums to Landlord. Real
Estate taxes for any partial lease years shall be prorated and paid within
thirty (30) days after invoicing by Landlord.

     6. Insurance. Tenant shall carry, at Tenant's sole cost and expense and
throughout the term of this Lease and all renewals and extensions thereof: (a)
"All Risk" insurance coverage on the demised Premises in an amount not less than
the full insurable value (the term "full insurable value" will mean the actual
replacement cost, excluding foundation and excavation costs, as reasonably
determined by Landlord; (b) insurance coverage on all equipment, fixtures and
appliances owned by Tenant; and (c) comprehensive general liability insurance
coverage with respect to the Premises in an amount not less than $1,000,000.00
per occurrence and $5,000,000.00 in the aggregate.

Landlord and Tenant shall each name the other as an additional insured under all
insurance policies required by each of them to be maintained hereunder and
furnish evidence of such coverages and additional insured status in the form of
certificates of insurance to the other prior to the commencement of the term of
this Lease and at least fifteen (15) days prior to the earlier of the
commencement of each year of the term of this Lease or the date upon which such
insurance coverage would otherwise lapse if not renewed. All insurance provided
for in this Lease will be effected under enforceable policies issued by insurers
of recognized responsibility licensed to do business in the state in which the
Premises are located. If Landlord or Tenant provides any insurance required by
this Lease in the form of a blanket policy, Landlord or Tenant, as the case may
be, shall furnish satisfactory proof that such blanket policy complies in all
respects with the provisions of this Lease and that the coverage thereunder is
at least equal to the coverage which would be provided under a separate policy
covering only the Premises or common areas, if applicable.

If Landlord so requires, the policies of insurance provided for will be payable
to the holder of any mortgage, as the interest of such holder may appear,
pursuant to a standard mortgagee clause. All such policies will, to the extent
obtainable, provide that any loss will be payable to Landlord or to the holder
of any mortgage notwithstanding any act or negligence of Tenant which might
otherwise result in forfeiture of such insurance. All such policies will, to the
extent obtainable, contain an agreement by the insurers that such policies will
not be canceled without

                                       3



at least thirty (30) days prior written notice to Landlord and to the holder of
any mortgage to whom loss hereunder may be payable.

If Tenant fails to maintain all insurance as provided above, or fails to furnish
Landlord timely proof and assurance of the existence and continuance of the
insurance, such failure shall be deemed a default hereunder, and Landlord may
terminate this Lease or Landlord may, but is not obligated to, take such
measures as Landlord deems desirable to obtain the insurance for Landlord's
protection, and upon written request, Tenant shall immediately reimburse
Landlord for all costs and expenses thereof. Failure of Tenant to immediately
make such payment upon request shall be deemed a default hereunder, for which
Landlord may terminate this Lease or pursue all other rights and remedies
provided under this Lease.

The parties shall fully cooperate in making claims and furnishing information to
the insurer or insurers, and obtaining settlements and payments from the insurer
or insurers.

     7. Maintenance and Repairs by Tenant. Throughout the term of the Lease
(including any extension), Tenant shall, at its own expense, keep and maintain
in substantially the same condition as at the execution of this Lease, ordinary
wear and tear excepted, the interior and exterior of the Premises, including
without limitation, the roof, all structural components of the building or
buildings on the Premises, the parking lot and all driveways, all fences and
other structures on the Premises and all systems pertaining to water,
electrical, HVAC, and lighting. Tenant shall also be responsible for remedying
all health and safety hazards associated with the Premises caused by Tenant or
Tenant's agents or invitees. Tenant will also perform routine and regular
exterior lawn and landscaping maintenance. Tenant shall enter into and maintain
throughout the term of this Lease a service agreement with a reputable vendor
for regular maintenance to the HVAC system serving the Premises, including, but
not limited to, removal of trees and/or bushes growing against structures or
fences. Tenant also shall be responsible for correcting and repairing those
items set out in Exhibit "B" attached and made a part hereof (the "Current
Repairs"), at Tenant's sole cost and expense, within one hundred eighty (180)
days of the execution of this Lease. The Current Repairs should be made in a
manner consistent with the standards of the commercial industry, and Tenant
shall maintain the Current Repairs throughout the term of the Lease (including
any extension) in good condition, ordinary wear and tear excepted. Landlord
shall have the right to have the Current Repairs inspected by an independent
third party, chosen by Landlord, and reasonably acceptable to Tenant (the
"Inspector"), to ensure that the Current Repairs have been made in accordance
with industry standards. It is the intent of the parties that the Inspector's
inspection responsibilities shall relate only to the Current Repairs. Landlord
therefore agrees that the Inspector shall not request any repairs or
modifications which are not specifically designated as a Current Repair and
Tenant shall not be responsible for any repairs or modifications which are not
specifically designated as a Current Repair. Failure to complete repairs and
correction of said items within said one hundred eighty (180) day period shall
constitute a default hereunder and Landlord shall be entitled to all rights and
remedies as provided under this Lease.

     8. [INTENTIONALLY DELETED].

                                       4



     9. Destruction of or Damage to the Premises. If the Premises are totally
destroyed by storm, fire, lightning, earthquake or other casualty, this Lease
will terminate as of the date of such destruction, and rental will be accounted
for as between Landlord and Tenant as of that date. If the Premises are damaged
but not wholly destroyed by any of such casualties, rental will abate in such
proportion as use of the Premises has been destroyed, and Landlord will restore
the Premises to substantially the same condition as before the damage as
speedily as practicable, whereupon full rental will recommence; however, if the
damage will be so extensive the same cannot be reasonably repaired and restored
within three (3) months' time from the date of the casualty, then either
Landlord or Tenant may cancel this Lease by giving written notice to the other
party within thirty (30) days from the date of such casualty. In such event,
rental will be apportioned and paid up to the date of such casualty.

     10. Modifications and Alterations to the Premises. No modifications,
alterations, or improvements to the building are allowed without the prior
written consent of Landlord, which consent will not be unreasonably withheld,
conditioned or delayed. "Reasonable," as used herein, shall mean using customs
and practices generally accepted in the industry. In addition, as a condition to
any such approval, Landlord may require that any such alterations or
modifications be removed upon termination of the Lease. No openings or cuts
through the roof or the exterior walls of the buildings on the Premises shall be
permitted without the written consent of Landlord which can be granted or denied
in Landlord's reasonable discretion.

     11. Removal of Fixtures. Tenant may (if not in default hereunder) prior to
the expiration of this Lease, or any extension thereof, remove all personal
property, fixtures and equipment which Tenant has placed in the Premises,
provided that during such removal Tenant will make all reasonable repairs
necessary to return the Premises to its original condition, reasonable wear and
tear excepted and to repair any damages caused by such removal.

     12. Return of the Premises. Tenant agrees to return the Premises to
Landlord at the expiration or prior termination of this Lease in good condition
and repair, reasonable wear and tear, damage by storm, fire, lightning,
earthquake or other casualty alone excepted. All trash and debris and Tenant's
personal property shall be removed from the Premises, all floors will be broom
cleaned, all carpets will be vacuumed, all restrooms will be cleaned and all
cobwebs or indications of other animal or bird encroachments will be cleaned
and/or removed from the Premises. All keys, alarm codes, equipment warrantees,
and HVAC (or other equipment used in the operation of the building and belonging
to Landlord) maintenance records kept by Tenant will be turned over to Landlord
within 30 days after Tenant vacating the Premises.

     13. Condemnation. If the whole of the Premises, or such portion thereof as
will make the Premises unusable for the purpose herein leased, be condemned by
any legally constituted authority for any public use or purpose or if Landlord
sells the Premises under threat of condemnation, then in either of said events
the term hereby granted will cease from the time when possession thereof is
taken by public authorities, and rental will be accounted for as between
Landlord and Tenant as of that date.

If there is a partial taking and if it is not so extensive as to render the
remaining portion (after restorations) unsuitable for the business of Tenant,
then this Lease will continue in effect and

                                       5



Landlord, upon receipt of the award in condemnation, will expeditiously commence
and complete all necessary repairs and restorations to the Premises so as to
constitute the portion of the building not taken a complete architectural unit
and restore the Premises as nearly as practicable to its prior condition;
provided, however, that such work does not exceed the scope of the original
construction, and Landlord will not be under any duty to expend amounts in
excess of the award received by Landlord. Rent, taxes and other charges payable
by Tenant will equitably abate while Landlord's repairs and restorations are in
process. If a partial taking consists only of a street widening or utility
easement which, is reasonably determined not to materially affect Tenant's use
of the Premises including Tenant's parking and any outside storage areas, this
Lease will continue in full force and effect without abatement of rent, taxes or
other charges.

All compensation awarded for such taking or condemnation, whether for the whole
or for any part of the Premises, shall be the property of Landlord, whether such
compensation is for diminution in the value of the leasehold interest of Tenant,
the fee of the Premises, or otherwise, and Landlord shall be entitled to the
entire amount of any award for such taking or condemnation. The Tenant shall,
however, be entitled to recover from the condemning authority, if permitted by
law, any actual relocation expenses and compensation for the taking of any trade
fixtures.

     14. Compliance with Laws, Etc. Tenant agrees, at its own expense, to
promptly comply with all requirements of any legally constituted public
authority made necessary by reason of Tenant's use of said Premises. The Tenant
shall also be liable for: (a) repairs, alterations, replacements of retrofitting
required by the accessibility or path of travel requirements set forth in Title
III of the Americans With Disabilities Act of 1990, 42 USC (S)12101, et seq. and
regulations and guidelines promulgated thereunder, as amended from time to time
(collectively, the "ADA"); (b) repairs, alterations or replacements required to
comply with federal, state or local indoor air quality laws, rules or
regulations; (c) repairs or replacements incident to CFC conversions for heating
and cooling systems; (d) installation, modification or upgrade of fire
protection and sprinkler systems; and (e) repairs, alterations or replacements
described in Exhibit "B" attached, if applicable.

     15. Assignment. Except as set forth below, Tenant may not assign this
Lease, or any interest thereunder, or sublet the Premises in whole or in part
without prior written consent of Landlord after notice of its intent to assign
or sublease, which consent shall not be unreasonably withheld, conditioned or
delayed. Tenant shall provide Landlord with the customary financial information
regarding the proposed assignee or subtenant and a statement regarding the
intended use of the property by said assignee or subtenant, except with respect
to any assignee or subtenant that is an affiliate of Tenant. Provided any such
subtenant or assignee uses the Premises for a current and existing use of
Tenant's business (regardless of whether that business is the business being
operated by the branch of Tenant currently occupying the Premises), Tenant may
(a) sublet all or part of the Premises to any corporation, the majority of whose
shares are owned by Tenant, during the period of such majority ownership only or
(b) assign this Lease to any corporation which owns more than fifty percent
(50%) of Tenant's issued and outstanding shares, or which succeeds to the entire
business of Tenant through purchase, merger, consolidation or reorganization, or
to any affiliate sharing common majority ownership with the

                                       6



Tenant without Landlord's approval but with written notice of such transfer.
Subtenants or assignees will become liable directly to Landlord for all
obligations of Tenant hereunder, without relieving Tenant's liability hereunder.
Notwithstanding anything herein to the contrary, in no event shall any subtenant
or assignee use the Premises for any immoral purpose, including, but not limited
to, massage parlors, adult bookstores, adult theaters, adult amusement
facilities, or any other type of facility selling, leasing or displaying
pornographic materials. In addition, the use of any Hazardous Materials, other
than those Hazardous Materials currently used in Tenant's business (which
Hazardous Materials shall be used in conformity with all laws), by any subtenant
or assignee shall be subject to Landlord's sole, but reasonable, discretion. As
a condition of Tenant's ability to sublease the Premises, any sublease payments
in excess of the rents due under this Lease shall be payable to the Landlord as
payments are received by the Tenant.

     16. Mortgagee's Rights. Tenant's rights will be subordinate, inferior and
subject to any bona fide mortgage or deed to secure debt which is now, or may
hereafter be, placed upon the Premises by Landlord, and Tenant agrees to execute
and deliver such documentation as may be reasonably required by any such
mortgagee to effect any subordination. Provided, however, as a condition to such
subordination, Landlord must secure from each mortgagee a nondisturbance
agreement, in a form reasonable and customarily utilized in the commercial
lending industry, providing that in the event of a foreclosure the mortgagee
will recognize the validity of this Lease and, provided that Tenant is not in
default, will not disturb Tenant's possession or its rights under this Lease.
Tenant shall attorn to such mortgagee or subsequent owner.

     17. Use of the Premises. The Tenant may use the Premises for all existing
Tenant uses and for warehouse, sales, outside storage and office purposes, and
for no other use or purpose. The Premises will not be used for any illegal
purposes, nor in any manner to create any nuisance or trespass; nor in any
manner to vitiate the insurance, based on the above purposes for which the
Premises are leased.

     18. Signs. Tenant will have the right to erect at Tenant's sole expense
signage at the entrance to and upon the Premises, including but not limited to a
customary trade sign identifying the business of Tenant. The erection of signage
by Tenant will be subject to and in conformity with all applicable laws, zoning
ordinances and building restrictions or covenants of record. On or before
termination of this Lease, Tenant will remove the signage thus erected, and will
repair any damage or disfigurement, caused by such removal. All signage proposed
by Tenant shall be subject to Landlord's review and approval, which approval
shall not be unreasonably withheld, conditioned or delayed.

     19. Entry for Carding, etc. Landlord may card the Premises "For Rent" or
"For Sale" one hundred eighty (180) days before the termination of this Lease.
Landlord may enter the Premises at reasonable hours during the term of this
Lease to exhibit the same to prospective purchasers, to insure compliance by
Tenant under the Lease and to make repairs required of Landlord under the terms
hereof.

                                       7



     20. Indemnity. Landlord and Tenant agree to indemnify and save harmless
each other and their respective affiliates, directors, officers, employees,
agents, servants, attorneys and representatives from any and all claims, causes
of action, damages, fines, judgments, penalties, costs, liabilities, expenses or
losses (including without limitation, reasonable attorneys' fees) arising during
or after the Term including without limitation during the period of time that
Tenant or Tenant's predecessors in interest have occupied the Premises under the
Existing Lease or previous leases as a result of any breach of their respective
obligations under Paragraphs 7 and 14 of this Lease.

Tenant agrees to indemnify and save harmless Landlord and its parents,
subsidiaries, affiliates, directors, officers, employees, agents, servants,
attorneys and representatives from any and all claims, causes of action,
damages, fines, judgments, penalties, costs (including environmental clean-up
costs and response costs), liabilities, expenses or losses (including without
limitation, reasonable attorneys' fees and expenses of litigation and the
retention of independent counsel protecting Landlord's interests) arising during
or after the Term including without limitation during the period of time that
Tenant or Tenant's predecessors in interest have occupied the Premises under the
prior lease or previous leases: (a) as a result of any violation by Tenant of
any applicable federal, state or local environmental laws or regulations, as
now, previously or hereinafter in effect, regulating, relating to or imposing
liability or imposing standards of conduct concerning any Hazardous Materials;
or (b) as a result of the presence, disturbance, discharge, release, removal or
cleanup of Hazardous Materials or as a result of environmental contamination or
other similar conditions which existed after commencement of the Tenant's or
Tenant's predecessor's in interest original occupancy of the Premises under
previous leases and which was caused by or brought onto the Premises by Tenant,
Tenant's predecessors in interest or their respective agents, contractors,
employees, licensees and invitees; or (c) as a result of any violation by Tenant
of the accessibility or path of travel requirements of the ADA; or (d) as a
result of Tenant's (and its subtenants and assigns) use and occupancy of the
Premises since Tenant's initial occupancy. These indemnities will survive the
expiration, cancellation or termination of the Lease. In no event, however,
shall Tenant be liable for the acts of Landlord, prior owners of the Premises or
any other tenants of the Premises, it being the intent of the parties that
Tenant be liable only for its own acts and those of its employees, licensees,
agents, subtenants and assigns.

In the event Landlord becomes involved through or on account of the terms of
this Lease, or through or on account of the use or occupancy of the Premises by
Tenant, or through or on account of the conduct of Tenant's business on or about
the Premises in any controversy or litigation with a third party, Landlord shall
be entitled to retain independent counsel for the purpose of protecting or
defending Landlord for all of Landlord's costs and attorneys' fees. If Landlord
so requests, Tenant shall execute and deliver to Landlord an indemnifying bond
with surety satisfactory to Landlord, which bond shall provide for the discharge
and payment of any and all final judgments, liens, costs, damages, expenses, and
obligations of Landlord whatsoever, in or arising out of the controversy or
litigation involving Landlord, including all costs, expenses and attorneys'
fees, incurred by Landlord in protecting Landlord's interest or defending
Landlord in such controversy or litigation. In the event Tenant and Landlord
cannot agree on the amount of any such bond, Landlord shall be entitled to have
a court of competent jurisdiction to determine the amount of such bond.

                                       8



     21. Default of Tenant. It is mutually agreed that in the event: (a) the
rent herein reserved is not paid at the time and place when and where due and
Tenant fails to pay said rent within five (5) days after written demand from
Landlord; or (b) Tenant will fail to comply with any material term, provision,
condition, or covenant of this Lease, other than the payment of rent, and will
not cure such failure within thirty (30) days after notice to Tenant of such
failure to comply or such additional time period as may reasonably be necessary
to effect a cure of the default provided that Tenant commences within said
thirty (30) day period and diligently pursues a cure of the default to
completion; or (c) Tenant causes any lien to be placed against the Premises and
does not cure the same within thirty (30) days after notice from Landlord to
Tenant demanding cure; or (d) proceedings under the Bankruptcy Act for
bankruptcy are filed by or against Tenant as Tenant's performance hereunder, and
if filed against Tenant, have not been dismissed within thirty (30) days after
the filing; or (e) an assignment of Tenant's property for the benefit of
creditors is made; or (f) a receiver, conservator, or similar officer is
appointed by a court of competent jurisdiction to take charge of all or a
substantial part of Tenant's property and within thirty (30) days after
appointment the officer is not discharged and possession of the property is not
restored to Tenant; or (g) Tenant's interest in the Premises or under this Lease
is the subject of taking or levy under execution, attachment, or other process
of law and the action is not cancelled or discharged within thirty (30) days
after its occurrence; or (h) Tenant abandons the Premises and leaves it in a
condition that could be vandalized or occupied by unauthorized third parties;
THEN in any of such events, Landlord will have the option to do any of the
following, in addition to, and not in limitation of any other remedy permitted
by law or in equity or by this Lease: (1) re-enter and repossess the Premises
and remove any property of Tenant thereon and store the same elsewhere at
Tenant's expense without relieving Tenant from any liability or obligation; or
(2) relet the Premises or any part thereof for Tenant's account, but without
obligation to do so and without relieving Tenant from any liability or
obligation, applying any amount received by Landlord from reletting first to all
reasonable costs and expenses incurred by Landlord in reletting; or (3) bring an
action then or thereafter against Tenant to recover the amount of any payment
owing by Tenant to Landlord as the same is due, becomes due, or accumulates; or
(4) accelerate all rent due under this Lease and bring then or thereafter an
action for all such amounts due and owing by Tenant to Landlord; or (5)
terminate this Lease by giving Tenant written notice thereof, without relieving
Tenant from any obligation or liability for payments theretofore or thereafter
becoming due or any other present or prospective damages or sums due or provided
by law or this Lease and resulting from Tenant's default; or (6) terminate this
Lease, relieving Tenant of any liability or obligation for rental payments or
others payments thereafter becoming due; or (7) exercise any combination of the
above remedies or any other remedy provided by law or in equity. Landlord's
remedies set forth in this Lease are cumulative and are not in limitation of any
remedies given by law or in equity. Landlord's forbearance to terminate shall
not waive Landlord's right to do so in the event of a continuing or subsequent
default. Any notice in this provision may be given by Landlord or its attorney.
No termination of this Lease prior to the normal ending thereof, by lapse of
time otherwise, will affect Landlord's right to collect rent for the period
prior to the termination thereof. Landlord's right to pursue any remedy afforded
to it herein or at law or in equity shall be subject to an obligation on the
part of the Landlord to take all reasonable and prompt action required by
Florida law to mitigate its damages as a result of any Tenant default.

                                       9



     22. Default of Landlord. Should Landlord fail to perform any of its
obligations hereunder, Landlord will have a period of thirty (30) days after its
receipt of written notice from Tenant of a failure of performance within which
to commence a cure of that failure or such additional period of time as may
reasonably be necessary to effect a cure of the default provided that Landlord
commences said cure within said thirty (30) day period and diligently pursues a
cure of the default to completion. Failure of Landlord to commence that cure
within the 30-day period or to effect that cure within that 30-day period or the
additional period as provided above will be an event of default under this Lease
and Tenant may, at its option, elect to: (a) bring an action to require specific
performance of Landlord's obligations; (b) provide Landlord with an additional
period of time within which to effect that cure; (c) commence such cure itself,
and Tenant may either, at its option, offset any expenses it incurs in effecting
such cure against the rent and other charges due and payable by Tenant
hereunder, or require that Landlord immediately reimburse Tenant for its
expenses; provided, however, in the event of an emergency, Tenant may
immediately effect a cure of Landlord's failure should Landlord fail to act
immediately to do so, without the requirement of any notice by Tenant to
Landlord; and/or (d) pursue any other remedies provided herein or provided by
law.

     23. Warranties. Landlord warrants that Landlord owns the Premises in fee
simple and has the right to enter into this Lease and that the Premises are free
from liens and encumbrances except for utility easements and un-violated
restrictive covenants which do not materially adversely affect Tenant's intended
use of the Premises; and covenants that Tenant, provided it performs all of its
obligations under this Lease, will peaceably and quietly enjoy the Premises
during the Lease term without any disturbance from Landlord, anyone claiming by,
through or under Landlord, or any other party, except as otherwise specifically
provided in this Lease.

     24. Holding Over. If Tenant remains in possession of the Premises after
expiration of the term hereof, with Landlord's acquiescence and without any
express agreement of the parties, Tenant will be a tenant-at-will at the rental
rate equal to 150% of the rent in effect at end of the Lease; and there will be
no renewal of this Lease by operation of law.

     25. Notices. Any notice given pursuant to this Lease will be in writing and
sent by certified mail to:

     (a)  Landlord: Hughes, Inc.
                    P.O. Box 568065
                    Orlando, Florida 32804
                    Attention: Vincent Hughes
                    Phone No.:(407) 648-8587 / Fax No.:
                                                       -------------

                    and

                    Hughes, Inc.
                    1411 Edgewater Drive, Suite 200
                    Orlando, Florida 32804
                    Attention: Vincent Hughes
                    Phone No.:(407) 648-8587 / Fax No.:
                                                       -------------

                                       10



                              [LANDLORD TO VERIFY]

or to such other address as Landlord may hereafter designate in writing to
Tenant.

                                       11



     (b)  Tenant:   Hughes Supply, Inc.
                    20 North Orange Avenue, Suite 200
                    Orlando, Florida 32801
                    Attention: Associate General Counsel
                    Phone No.: (407) 841-4755 / Fax No.: (407) 649-3018

or to such other address as Tenant may hereafter designate in writing to
Landlord.

     26. Recording. This Lease shall not be recorded by either party.

     27. Construction of Lease Terms. The terms of this Lease will not be
construed more strongly against any party, regardless of which party was
responsible for the preparation and drafting of this Lease.

     28. Attorneys and Other Professional Fees. In any litigation between the
parties regarding this Lease, the losing party agrees to pay to the prevailing
party its reasonable attorneys', paralegals', accountants', consultants', and
experts' fees and expenses of litigation at all trial, appellate and alternative
dispute resolution levels and forums. For purposes of this paragraph, a party is
to be considered the prevailing party if:

     (a)  it initiated the litigation and obtains (by judgment or agreement)
          substantially the relief sought; or

     (b)  it did not initiate the litigation and the other party does not obtain
          (by judgment or agreement) substantially the relief sought.

     29. Waiver of Rights. No failure of Landlord to exercise any power given
Landlord hereunder, or to insist upon strict compliance by Tenant with its
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof will constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof.

     30. Rights Cumulative. All rights, powers and privileges conferred
hereunder upon the parties hereto will be cumulative but not restrictive to
those given by law.

     31. Time of Essence. Time is of the essence of this Agreement.

     32. Definitions. "Landlord" as used in this Lease will include first party,
its heirs, representatives, assigns, and successors in title to the Premises.
"Tenant" will include second party, its heirs and representatives, assigns and
successors, and if this Lease will be validly assigned, or sublet, will include
also Tenant's assignees or sub-Tenants, as to the Premises covered by such
assignment or sub-lease. "Landlord" and "Tenant" include male and female,
singular and plural, corporation, partnership or individual, as may fit the
particular parties.

                                       12



     33. Entire Agreement. This Lease contains the entire agreement of the
parties hereto, and no representations, inducements, promises or agreements,
oral or otherwise, between the parties, not embodied herein, will be of any
force or effect.

     34. Severability and Governing Law. If any term, covenant or condition of
this Lease or the application thereof to any person, entity or circumstance
will, to any extent, be invalid or unenforceable, the remainder of this Lease,
or the application of such term, covenant, or condition to persons, entities or
circumstances other than those which or to which sued may be held invalid or
unenforceable, will not be affected thereby, and each term, covenant or
condition of this Lease will be valid and enforceable to the fullest extent
permitted by law. This Lease shall be governed by and construed in accordance
with the law of the state in which the Premises are located. Venue shall lie in
the State courts for the County where the Premises is located.

     35. Brokerage. On or before the commencement of the additional term of this
Lease, Landlord will pay a real estate commission to: Realty Capital Advisors,
Inc. as Landlord's representative and listing broker pursuant to a separate
agreement. Each of Landlord and Tenant warrants to the other that, other than as
stated in this Paragraph, and as specifically set forth herein, no commissions
are payable or due to any other broker or finder in connection with this Lease
and each of Landlord and Tenant agrees to indemnify, defend and hold the other
harmless from and against any commissions or fees or claims for commissions or
fees arising under the indemnifying party, which indemnification will expressly
survive the termination of this Lease. Tenant agrees that any fee or other
remuneration to Mohr Partners, Inc. shall be the sole responsibility of Tenant
and Tenant shall indemnify Landlord and Realty Capital Advisors, Inc. from any
claims brought by, or on behalf of, Mohr Partners, Inc.

     36. Radon Gas. RADON GAS: Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in the
state in which the Premises are located. Additional information regarding radon
and radon testing may be obtained from your county public health unit.

     37. Mechanic's Liens. Landlord's interest in the Premises is not subject to
liens for improvements or work made or done by Tenant to or upon the Premises,
and such liability is expressly prohibited as contemplated by Section 713.10,
Florida Statutes. Tenant shall not cause or permit any mechanic's lien to be
placed against the Premises. If any mechanic's lien is placed against the
Premises, or any claim thereof is filed against the premises as the result of
anything done or permitted by Tenant, Tenant shall cause the same to be removed
within thirty (30) days after being notified thereof, and shall indemnify and
hold Landlord harmless from adverse effects thereof; provided, however, Landlord
shall have the right to pay and discharge any such lien if the same is not
removed by Tenant as provided herein, and Tenant shall forthwith pay to Landlord
all amounts incurred by Landlord in removing such lien, or protecting against
such lien, including, without limitation, attorneys' fees and costs.

     38. Relationship of Parties. Nothing contained in this Lease shall
constitute or be construed to create the relationship of principal and agent,
partnership, joint venturers or any other relationship between the parties
hereto other than the relationship of Landlord and Tenant.

                                       13



     39. Certificates. Landlord and Tenant shall at any time from time to time,
upon not less than twenty (20) days prior written notice from the other party,
execute, acknowledge and deliver to the other party a statement, in writing,
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect, as
modified and stating the modifications), and the date to which the rental has
been paid and whether or not there is any existing default by Tenant with
respect to any sums of money required to be paid by Tenant under the terms of
this Lease, or whether a notice of default has been served by Landlord or
Tenant, it being intended that any such statement delivered pursuant to this
paragraph may be relied upon by any prospective or existing mortgagee or
assignee of any mortgage or purchaser of the Premises or by any prospective
assignee or subtenant of the leasehold estate. If any such certification by
Landlord shall allege non-performance by Tenant the nature and extent of such
non-performance, insofar as actually known by Landlord, shall be summarized
therein.

     40. Hazardous Materials. The term "Hazardous Substances," as used in this
Lease shall include, without limitation, flammables, explosives, radioactive
materials, asbestos, polychlorinated biphenyls (PCB's), chemicals known or
suspected to cause cancer or reproductive disorders or birth defects,
pollutants, contaminants, hazardous wastes, solid wastes, mold, mildew,
hazardous materials, hazardous substances, toxic substances or related
materials, petroleum and petroleum products, including without limitation, any
compound or substance containing any of the foregoing, and substances declared
to be hazardous or toxic under any law, statute, ordinance, or court order or
decision, or any regulation promulgated by any agency or governmental entity,
now in effect or enacted, passed decided or promulgated at any time in the
future or that existed in the past during the Tenant's or Tenant's predecessor
in interest's previous occupancy.

          (a) Tenant's Restrictions. Tenant shall not cause, have caused or
affirmatively permit and shall take reasonable steps to avoid causing:

               (1) Any violation of any federal, state or local law, statute,
     ordinance or regulation, previously, now or hereafter enacted or
     promulgated, related to the presence, escape, seepage, leakage, spillage,
     discharge, emission or release of any Hazardous Substance on, under or
     about the Leased Premises or any other environmental conditions, on, under
     or about the Premises.

               (2) The use, generation, manufacture, refining, production,
     processing, storage or disposal of any Hazardous Substance on or about the
     Premises without Landlord's prior written consent, which written consent
     may be denied, withdrawn, conditioned or modified by Landlord at any time
     and from time to time in its sole and absolute discretion. Notwithstanding
     the foregoing, Landlord acknowledges and consents to Tenant's lawful use,
     storage and sale of those Hazardous Substances that are currently used,
     stored or sold by Tenant in the ordinary course of its business (it being
     the intent of the parties that "the ordinary course of its business" shall
     include all operations of Tenant existing at the execution of this Lease,
     regardless of whether such business is being operated on the Premises), as
     well as comparable or equivalent substances that may

                                       14



     be used, stored or sold by Tenant in the future, which consent may not be
     revoked or conditioned provided Tenant is complying with all applicable
     laws, rules and regulations governing such Hazardous Materials.

          (b) Tenant's Covenants. Throughout the term of this Lease, Tenant
shall:

               (1) Afford the Landlord full and complete access to and upon the
     Premises upon reasonable prior notice and, during Tenant's business hours,
     except in the event of an emergency, in which event no prior notice is
     required so that Landlord and/or its employees or consultants may
     investigate Tenant's compliance with all environmental laws or to determine
     whether any Hazardous Substances exist or are present on, under or about
     the Premises.

               (2) Except as specifically set forth herein, at Tenant's sole
     cost and expense, cause the Premises and all of Tenant's business
     operations thereon to comply with all laws, statutes, ordinances and
     regulations governing the use, generation, transportation, storage, release
     or disposal of any Hazardous Substances by Tenant, its employees, agents or
     contractors ("Tenant Parties"). Notwithstanding anything herein to the
     contrary, Tenant shall not be responsible for curing any non-compliance
     which (i) arose prior to Tenant's initial occupancy of the Premises; and/or
     (ii) arose or may arise from an off-site source and which was not caused by
     the acts and/or omissions of Tenant or Tenant Parties; and/or (iii) arose
     or may arise as a result of the acts or omissions of Landlord, its agents,
     licensees and assigns, or any third party, it being the intent of the
     parties that Tenant shall be responsible only for the compliance of Tenant
     and Tenant Parties.

               (3) In the event that Tenant receives any warning, notice of
     violation, complaint or order in regard to any private or governmental
     action or investigation taken related to or in any way connected with the
     presence of any Hazardous Substances on, under or about the Premises,
     Tenant shall immediately upon receipt thereof deliver a copy of any such
     warning, notice or order to the Landlord.

               (4) In the event that Tenant has used or uses, generates,
     transports or stores any Hazardous Substances on or about the Premises and
     Landlord has consented to such use, generation, transportation, or storage
     in writing, then as an additional condition of such consent Tenant shall at
     its sole costs and expense apply for, obtain and continuously and
     completely comply with the conditions of any and all permits and approvals
     required therefor by any governmental authority, agency or instrumentality.

               (5) To the extent required by any applicable law related to the
     use, generation, production or storage of Hazardous Substances, Tenant
     shall keep and maintain complete and accurate records available at all
     times for inspection by Landlord, of all manifests, receipts, bills of
     lading and other indicia or evidence of the receipt of all Hazardous
     Substances and the subsequent use, processing, disposal and/or shipment of
     the Hazardous Substances, all as may be required to confirm that no loss or
     release of Hazardous Substances has occurred, or if a loss or release has
     occurred, the

                                       15



     documentation will confirm the exact nature of the loss or release, and
     Tenant shall, if requested by Landlord, supply copies of all documents to
     Landlord.

               (6) In the event that the Tenant shall place upon the Premises
     any underground storage tanks, Tenant shall be responsible at its sole cost
     and expense for complete and continuous compliance with each and every one
     of the requirements of any statute or regulation with respect to
     underground storage tanks, including without limitation, Florida
     Administrative Code Chapter 17-761 and any subsequent additions or
     amendments thereto or replacements therefor, including without limitation
     the requirements regarding registration, installation, operation, repairs,
     notification, reporting, record keeping, financial responsibility of the
     operator, tank and piping performance standards, system release detection
     standards, release detection and tightness testing standards, inventory
     monitoring and reconciliation, removal from service and/or closure. All
     inventory records and testing records as may be required under Florida
     Administrative Code Chapter 17-761 shall be available for inspection by
     Landlord at any time and from time to time and all submittals to the
     Florida Department of Environmental Regulation in regard to the underground
     storage tank shall also be simultaneously delivered to Landlord.

               (7) In the event the Premises shall contain any above ground
     storage tank or storage vessel placed by Tenant, its employees, agents or
     contractors, Tenant shall be responsible at its sole cost and expense for
     complete and continuous compliance with any statues or regulations
     pertaining thereto and shall construct, after prior written approval by
     Landlord of all plans therefor, all containment dikes, revetments, holding
     areas, catch basins, or other structures or devices required by law or
     regulation. Landlord's approval of such plans shall not constitute an
     acceptance by Landlord of such construction as satisfactory for regulatory
     purposes, but shall only constitute approval for the construction to occur.

          (c) Injunctive Relief. In the event of Tenant's violation of or
noncompliance with any of the restrictions or covenants (respectively a
"Restriction" or a "Covenant") set forth in sub-paragraphs (a) and (b) above,
Tenant acknowledges and agrees that Landlord shall be irreparably harmed and may
not have an adequate remedy at law. Accordingly, Tenant hereby covenants and
agrees that in the event of any such violation or noncompliance by Tenant
Parties, Landlord shall be entitled to seek and obtain an injunction prohibiting
any threatened or continuing violation of a Covenant or Restriction, or an order
of specific performance requiring performance of a Covenant, as the case may be,
and the Landlord shall not be required to post any bond or other security in
regard to such injunction.

          (d) Environmental Testing. Landlord shall have the right at any time
and from time to time, to conduct such environmental testing and investigations
as the Landlord deems necessary and desirable. Such investigations and testing
shall be at the expense of Landlord; provided, however, that in the event that
any such investigation or test reveals the presence or existence of any
Hazardous Substance, on, under or about the Premises that is introduced by
Tenant, Tenant's predecessor in interest or their respective employees,
invitees, agents or contractors, other than Hazardous Substances on the Premises
pursuant to an approval

                                       16



of Landlord which is appropriately containerized and documented fully and
completely in accordance with all applicable laws and permit requirements, then
all costs for such investigation or test and any further investigations or tests
desired by Landlord shall be borne solely and completely by Tenant.

          (e) Environmental Clean-up. In the event that any governmental
authority, agency or instrumentality or any private party notifies Tenant of the
existence of any Hazardous Substances on, under or about the Premises that is
introduced by Tenant, or its respective employees, invitees, agents or
contractors, then Tenant shall be solely and completely responsible, liable and
obligated at its sole cost and expense to clean-up and remediate the Premises
and/or any other property contaminated by any Hazardous Substances on, under or
about the Premises arising out of and occurring during the use and occupancy of
the Premises by Tenant in accordance with all standards and requirements of any
applicable government authority. In connection with such clean-up and/or
remediation, Tenant further agrees as follows:

               (1) All reports, plans, investigations and/or other written
     material to be submitted by Tenant and/or its consultants to any
     governmental authority, agency or instrumentality or any private party
     shall be submitted first to Landlord for its review and approval, which
     approval shall not be unreasonably withheld, conditioned or delayed.

               (2) Landlord shall be given prior written notice of and shall be
     afforded the opportunity to attend any discussions with any governmental
     authority, agency or instrumentality in regard to the clean-up and/or
     remediation of any Hazardous Substances on, under or about the Premises, or
     any adjacent lands.

               (3) Tenant shall promptly provide all information regarding the
     use, generation, storage, transportation, disposal, clean-up and/or
     remediation of Hazardous Substances on, under or about the Premises as
     reasonably required by Landlord from time to time.

               (4) Tenant hereby understands and agrees that Landlord shall have
     the right, but shall not be required, at any time to undertake the clean-up
     and remediation of the Premises on its own behalf at Tenant's expense in
     the event that Landlord determines in its reasonable discretion that
     Tenant's efforts have been inadequate. All expenditures of Landlord for
     such clean-up and remediation shall constitute additional rental hereunder
     and immediately due and payable upon invoicing.

          (f) Tenant's Indemnity. Tenant hereby covenants and agrees to
indemnify, defend and hold harmless Landlord, and its respective officers,
directors, beneficiaries, shareholders, partners, agents, employees and
consultants from and against any and all fines, penalties, suits, procedures,
claims, investigations, audits, inquiries and actions of every kind or nature
and any and all fees and costs incurred in connection therewith, including
attorney's fees, paralegal's fees and consultant's fees, whether incurred before
trial, at trial, upon any appellate levels or in any administrative or
bankruptcy proceedings, arising out of or in any way connected with the
presence, escape, seepage, leakage, spillage, discharge, emission or release of
any

                                       17



Hazardous Substances as a result of and during the use and occupancy of the
Premises by the Tenant on, under or about the Premises or any adjacent lands for
any violation or breach by Tenant or Tenant Parties of any of the restrictions
or covenants set forth in this paragraph 40. In the event a claim is made upon
the Landlord, the Landlord shall promptly give notice of such claim to the
Tenant, and shall promptly deliver to Tenant all information and written
material available to the Landlord relating to such claim. If such claim is
first made upon the Tenant the Tenant shall promptly give notice of such claim
to the Landlord. The Tenant shall defend in the name of the Landlord any claim
in any appropriate administrative or judicial proceedings and take whatever
actions may be reasonably requested of the Landlord to permit the Tenant to make
such defense and obtain an adjudication of such claim on the merits, including
the signing of pleadings and other documents, if necessary; provided the Tenant
shall defend the claim with counsel reasonably satisfactory to the Landlord and
Tenant provides the Landlord with evidence reasonably satisfactory to the
Landlord that the Tenant can satisfy the claim if it is upheld. In addition to
the liability for the ultimate settlement or judgment, if any, arising out of
such claim under this paragraph Tenant shall be solely responsible for all the
expenses incurred in connection with such defense or proceedings, regardless of
their outcome including attorney's fees incurred at all trial and appellate
levels.

          (h) Survival. Tenant's duties, obligations and liabilities under this
paragraph are a material inducement for Landlord to enter into this Lease and
shall survive the expiration or other termination of this Lease Agreement.

     41. Reimbursement for Costs. Landlord and Tenant acknowledge that Tenant
has expended a considerable amount of time and effort in negotiating this Lease
(and the other amended and restated) with Landlord. To compensate Tenant for its
efforts, Landlord hereby agrees to pay to Tenant, in equal annual installments,
due and payable on the first day of any such lease year, an amount equal to two
percent (2%) of the base rents payable throughout the term of this Lease,
exclusive of all taxes, insurance, utilities, maintenance, and repair costs and
other expenses to be paid by Tenant hereunder.

     IN WITNESS WHEREOF, the parties herein have executed this Lease on the day
and year first above written.

                                           "LANDLORD"

Witnesses:                                 HUGHES, INC., a Florida corporation


                                           By:
- ----------------------------------------      ----------------------------------

Printed:                                   Printed:
        --------------------------------           -----------------------------
                                           Title:
                                                 -------------------------------

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

Printed:
        --------------------------------

                                       18



                                           "TENANT"

                                           HUGHES SUPPLY, INC., a Florida
                                           corporation


                                           By:
- ----------------------------------------      ----------------------------------

Printed:                                   Printed:
        --------------------------------           -----------------------------
                                           Title:
- ----------------------------------------          ------------------------------

Printed:
        --------------------------------

                                       19



                                   EXHIBIT "A"

                         (Sketch and Legal Description)

                                       20



                                   EXHIBIT "B"

                                (Current Repairs)

                                       21



                                  ADDENDUM "A"

                             (ADDITIONAL PROVISIONS)

     THIS ADDENDUM "A" (ADDITIONAL PROVISIONS) ("Addendum") is made and entered
effective as of the 1st day of April, 2003, by and between HUGHES, INC., a
Florida corporation ("Landlord"), and HUGHES SUPPLY, INC., a Florida corporation
("Tenant"), and is attached to and is an integral part of the Subject Lease (as
defined below).

          A. Simultaneous herewith, Landlord and Tenant entered into eleven (11)
different Amended and Restated Lease Agreements for the demised premises
("Premises") described therein (collectively, the "Leases"). In order to
simplify the drafting process, the parties used a form lease to incorporate the
basic provisions of each of the Leases. This Addendum relates to the lease for
the Premises located at 335 North Ingraham Avenue, Lakeland, Florida (the
"Subject Lease"). The purpose of this Addendum is to set forth the site specific
provisions for the Subject Lease.

          B. Landlord and Tenant desire to amend the Subject Lease pursuant to
the terms as set forth below.

     NOW THEREFORE, in consideration of the mutual covenants contained in the
Lease and herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:

     1. All terms and conditions set forth in the Subject Lease are herein
incorporated by this reference and the defined terms set forth herein shall have
the meanings associated to them in the Subject Lease.

     2. The base rent, as referenced in paragraph 3 of the Subject Lease, is as
follows: Annual rent for the first year of the Subject Lease is $110,825.00,
payable in equal monthly installments of $9,235.42. Thereafter, rent for each
successive year of the Subject Lease Term shall increase to an amount equivalent
to 103% of the rent for the immediately preceding year.

     3. The following paragraphs or subparagraphs (as noted) are hereby added to
the Subject Lease:

          (a) Provided it is not then in default under the Subject Lease, Tenant
     may extend the term one (1) time for a five (5) year extension by written
     notice of its election to do so given to Landlord at least one hundred
     eighty (180) days prior to the then-current expiration date. The extended
     term will be on all of the terms and conditions of the Subject Lease,
     including without limitation, the annual increase as set forth in paragraph
     2 above.

          (b) Notwithstanding anything in the Subject Lease to the contrary, all
     rights with respect to the "Shared Use Areas" as set forth in that certain
     lease between Landlord and Tenant for that property located at 419 North
     Ingraham Avenue, Lakeland, Florida (the "419 Lease"), which 419 Lease is
     hereby incorporated by reference, shall continue

                                       22



     and be in full force and effect under the Subject Lease. The Shared Use
     Areas are also depicted on the Exhibit "A" attached to the Subject Lease.
     Notwithstanding the foregoing, the parties acknowledge that the existing
     tax parcels do not coincide with the division of the Premises and the
     leased premises subject to the 419 Lease (the "419 Premises"). Landlord is
     in the process of having the tax parcels modified by the appropriate
     authorities to more accurately reflect the division of the Premises and 419
     Premises and Tenant agrees that (i) it will be bound by any such reasonable
     reconfiguration; and (ii) in the event Tenant is at any time not the tenant
     of both the Premises and the 419 Premises, then the maintenance and other
     obligations with respect to the Shared Use Areas will be equally divided
     between the two (2) properties.

          The Subject Lease remains in full force and effect as amended above.

     IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed effective the date first written above.

WITNESSES:                                 LANDLORD:

                                           HUGHES, INC.,
                                             a Florida corporation


                                           By: /s/ Vincent Hughes
- ----------------------------------------      ----------------------------------
Print Name:                                Name:
           -----------------------------        --------------------------------
                                           Title:
                                                 -------------------------------

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

Print Name:
           -----------------------------

                                       23



                                           TENANT:

                                           HUGHES SUPPLY, INC.,
WITNESSES:                                 a Florida corporation


                                           By: /s/ Mark D. Scimeca
- ----------------------------------------      ---------------------------------
Print Name:                                Name:
           -----------------------------        --------------------------------
                                           Title: Associate General Counsel

- ----------------------------------------
Print Name:
           -----------------------------

                                       24



                                                                 Exhibit 10.1(e)

951 Pierce Street
Clearwater, Florida

                      AMENDED AND RESTATED LEASE AGREEMENT

     THIS AMENDED AND RESTATED LEASE (this "Lease") is made effective as of
April 1, 2003, by and between HUGHES, INC., a Florida corporation, first party,
hereinafter referred to as "Landlord", and HUGHES SUPPLY, INC., a Florida
corporation, second party, hereinafter referred to as "Tenant" who covenant and
agree as follows:

     WHEREAS, Landlord and Tenant are parties to numerous leases (the "Original
Leases") for various sites located in Florida, including, but not limited to,
that certain lease dated March 31, 1988, as amended (the "Existing Lease"), for
the premises more particularly described therein. Landlord and Tenant are in the
process of amending and restating the majority of the Original Leases, including
the Existing Lease. In order to simplify the drafting of each amended and
restated lease, the parties are using a form document for each site. Attached to
each amended and restated lease is an Addendum "A," Additional Provisions, which
sets forth the site specific provisions for each individual site (the
"Addendum"). In each instance, in the event of any conflict between the amended
and restated lease and the Addendum, the terms of the Addendum shall control;
and

     WHEREAS, Landlord and Tenant desire to extend the term of the Existing
Lease and otherwise amend and restate the terms and conditions thereof. It is
the intent of the parties that this Lease serve as a novation of the Existing
Lease unless specifically stated to the contrary herein.

     NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Landlord and Tenant agree as
follows:

     1. Premises. Landlord, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, reserved and contained, to
be paid, kept and performed by Tenant, has leased and rented, and by these
presents does lease and rent, unto said Tenant, and said Tenant hereby agrees to
lease and take upon the terms and conditions which hereinafter appear, the
following described property (hereinafter called "Premises"). The Premises
consists of real property and improvements located at 951 Pierce Street,
Clearwater, Florida, including, without limitation, an approximately 21,000
square foot building, all as set forth in Exhibit "A" attached hereto and made a
part hereof. Notwithstanding the foregoing, Landlord and Tenant acknowledge that
the square footages are not represented measurements, but estimates only. Tenant
has had the opportunity to verify the square footages, has not done so, and
Tenant, therefore, agrees to hold Landlord harmless from any discrepancy in the
estimated and actual square footage of the building. The parties acknowledge
that the legal description used in the Existing Lease may have been inaccurate,
but that the parties have not been able to verify same prior to the execution of
this Lease. It is in the best interest of the parties that Tenant continue to
use all such space it has been using under the Existing Lease, regardless of the
actual legal description or other depiction of the Premises contained in the
Existing Lease. Exhibit "A" contains both a sketch of the Premises and the legal
description. In the event of any dispute as to



what comprises the Premises, the actual space used by Tenant under the Existing
Lease shall be the accepted description, with the sketch controlling over the
address of the Premises, and the address of the Premises controlling over the
legal description attached hereto. Notwithstanding anything herein to the
contrary, Landlord shall have the right, within sixty (60) days of the execution
of this Lease, to have a new survey of the Premises prepared and, upon approval
by Tenant, said survey shall serve as the legal description for the Premises. In
the event a new survey is prepared and available prior to execution of this
Lease, the legal description and depiction set out in the new survey (which will
be a part of the Exhibit "A" attached hereto), approved by both parties, shall
control.

     2. Term. Tenant shall continue to have and hold the Premises for an
additional term of seven (7) years, said additional term to commence effective
as of April 1, 2003, and to end on March 31, 2010.

     3. Rental. Tenant shall pay as rental for the Premises for the term of this
Lease the amounts set out in Addendum "A" attached hereto and made a part
hereof. The rental shall be due and payable without setoff or deduction, except
as specifically provided herein, in equal monthly installments as set out in
Addendum "A" in advance on the 1st day of each and every calendar month during
the term of this Lease. The first payment of such rental is to be made on April
1, 2003; provided, however, Landlord acknowledges that Tenant has already paid
the rent for the months of April and May, 2003, pursuant to the terms of an
extension agreement between the parties, and therefore Landlord agrees that only
the difference between the rent due under the Existing Lease and the rent due
under this Lease shall be due and payable for the month of April. All rental due
and payable under this Lease shall be made payable to: HUGHES, INC. and
delivered to the following address: P.O. Box 568065, Orlando, Florida 32856-8065
or such other address as Landlord may designate in writing to Tenant from time
to time. For questions regarding payment of rental under this Lease, Tenant may
call: Vincent Hughes at the following phone number: (407) 648-8587.

     4. Utility Bills. Tenant will pay all utility bills of all types,
including, but not limited to, water and sewer, natural gas, electricity and
sanitary pick up bills for the Premises, or used by Tenant in connection
therewith. If Tenant does not pay same, Landlord may, but shall not be obligated
to pay the same, and such payment will be added to the rental of the Premises
and reimbursed immediately to Landlord upon invoicing to Tenant.

     5. Taxes. Provided that Landlord has made arrangements for all tax-related
notices and bills to be promptly delivered directly to or forwarded to Tenant,
Tenant will pay all real property taxes, non ad valorem assessments and/or
special assessments (provided, however, that as to special assessments used to
fund improvements benefiting or located on or in the vicinity of the Premises,
which improvements have a useful life in excess of the then-remaining portion of
the additional term of this Lease, the assessments shall be paid in installments
over the longest period permitted by law or ordinance, with Tenant responsible
only for the prorated portion of such special assessments allocable to the
portion of such useful life occurring during the term of this Lease, which may
be assessed by any lawful authority against the Premises during the term of this
Lease (including any extension), including any partial year, in November of each
year or at the earliest date possible to take advantage of the maximum discount
available. Tenant shall

                                       2



provide Landlord with evidence of payment of the same within fifteen (15) days
after said payment. Tenant will pay any and all ad valorem taxes assessed
against the personal property located on the Premises, during the entire term
thereof. Tenant shall have the right, at Tenant's sole expense, to appeal any
and all taxes applicable to the Premises and Landlord agrees that Landlord will
cooperate with Tenant reasonably and sign all documents reasonably required in
connection with any such appeal. Tenant may delay payment of any portion of such
taxes which are the subject of an appeal until the resolution of such appeal, in
which event Tenant shall be solely responsible for the payment of any penalties,
interest, or additional taxes which result from such delay. Notwithstanding the
foregoing, Tenant shall not permit the filing of a tax lien against the
Premises. Tenant shall pay all applicable sales, excise or other taxes as
required by law (but not income taxes) which are due and payable on the rents
and other sums paid by Tenant hereunder at the time of payment of said rental
and other sums to Landlord. Real Estate taxes for any partial lease years shall
be prorated and paid within thirty (30) days after invoicing by Landlord.

     6. Insurance. Tenant shall carry, at Tenant's sole cost and expense and
throughout the term of this Lease and all renewals and extensions thereof: (a)
"All Risk" insurance coverage on the demised Premises in an amount not less than
the full insurable value (the term "full insurable value" will mean the actual
replacement cost, excluding foundation and excavation costs, as reasonably
determined by Landlord; (b) insurance coverage on all equipment, fixtures and
appliances owned by Tenant; and (c) comprehensive general liability insurance
coverage with respect to the Premises in an amount not less than $1,000,000.00
per occurrence and $5,000,000.00 in the aggregate.

Landlord and Tenant shall each name the other as an additional insured under all
insurance policies required by each of them to be maintained hereunder and
furnish evidence of such coverages and additional insured status in the form of
certificates of insurance to the other prior to the commencement of the term of
this Lease and at least fifteen (15) days prior to the earlier of the
commencement of each year of the term of this Lease or the date upon which such
insurance coverage would otherwise lapse if not renewed. All insurance provided
for in this Lease will be effected under enforceable policies issued by insurers
of recognized responsibility licensed to do business in the state in which the
Premises are located. If Landlord or Tenant provides any insurance required by
this Lease in the form of a blanket policy, Landlord or Tenant, as the case may
be, shall furnish satisfactory proof that such blanket policy complies in all
respects with the provisions of this Lease and that the coverage thereunder is
at least equal to the coverage which would be provided under a separate policy
covering only the Premises or common areas, if applicable.

If Landlord so requires, the policies of insurance provided for will be payable
to the holder of any mortgage, as the interest of such holder may appear,
pursuant to a standard mortgagee clause. All such policies will, to the extent
obtainable, provide that any loss will be payable to Landlord or to the holder
of any mortgage notwithstanding any act or negligence of Tenant which might
otherwise result in forfeiture of such insurance. All such policies will, to the
extent obtainable, contain an agreement by the insurers that such policies will
not be canceled without at least thirty (30) days prior written notice to
Landlord and to the holder of any mortgage to whom loss hereunder may be
payable.

                                       3



If Tenant fails to maintain all insurance as provided above, or fails to furnish
Landlord timely proof and assurance of the existence and continuance of the
insurance, such failure shall be deemed a default hereunder, and Landlord may
terminate this Lease or Landlord may, but is not obligated to, take such
measures as Landlord deems desirable to obtain the insurance for Landlord's
protection, and upon written request, Tenant shall immediately reimburse
Landlord for all costs and expenses thereof. Failure of Tenant to immediately
make such payment upon request shall be deemed a default hereunder, for which
Landlord may terminate this Lease or pursue all other rights and remedies
provided under this Lease.

The parties shall fully cooperate in making claims and furnishing information to
the insurer or insurers, and obtaining settlements and payments from the insurer
or insurers.

     7. Maintenance and Repairs by Tenant. Throughout the term of the Lease
(including any extension), Tenant shall, at its own expense, keep and maintain
in substantially the same condition as at the execution of this Lease, ordinary
wear and tear excepted, the interior and exterior of the Premises, including
without limitation, the roof, all structural components of the building or
buildings on the Premises, the parking lot and all driveways, all fences and
other structures on the Premises and all systems pertaining to water,
electrical, HVAC, and lighting. Tenant shall also be responsible for remedying
all health and safety hazards associated with the Premises caused by Tenant or
Tenant's agents or invitees. Tenant will also perform routine and regular
exterior lawn and landscaping maintenance. Tenant shall enter into and maintain
throughout the term of this Lease a service agreement with a reputable vendor
for regular maintenance to the HVAC system serving the Premises, including, but
not limited to, removal of trees and/or bushes growing against structures or
fences. Tenant also shall be responsible for correcting and repairing those
items set out in Exhibit "B" attached and made a part hereof (the "Current
Repairs"), at Tenant's sole cost and expense, within one hundred eighty (180)
days of the execution of this Lease. The Current Repairs should be made in a
manner consistent with the standards of the commercial industry, and Tenant
shall maintain the Current Repairs throughout the term of the Lease (including
any extension) in good condition, ordinary wear and tear excepted. Landlord
shall have the right to have the Current Repairs inspected by an independent
third party, chosen by Landlord, and reasonably acceptable to Tenant (the
"Inspector"), to ensure that the Current Repairs have been made in accordance
with industry standards. It is the intent of the parties that the Inspector's
inspection responsibilities shall relate only to the Current Repairs. Landlord
therefore agrees that the Inspector shall not request any repairs or
modifications which are not specifically designated as a Current Repair and
Tenant shall not be responsible for any repairs or modifications which are not
specifically designated as a Current Repair. Failure to complete repairs and
correction of said items within said one hundred eighty (180) day period shall
constitute a default hereunder and Landlord shall be entitled to all rights and
remedies as provided under this Lease.

     8. [INTENTIONALLY DELETED].

     9. Destruction of or Damage to the Premises. If the Premises are totally
destroyed by storm, fire, lightning, earthquake or other casualty, this Lease
will terminate as of the date of such destruction, and rental will be accounted
for as between Landlord and Tenant as of that

                                       4



date. If the Premises are damaged but not wholly destroyed by any of such
casualties, rental will abate in such proportion as use of the Premises has been
destroyed, and Landlord will restore the Premises to substantially the same
condition as before the damage as speedily as practicable, whereupon full rental
will recommence; however, if the damage will be so extensive the same cannot be
reasonably repaired and restored within three (3) months' time from the date of
the casualty, then either Landlord or Tenant may cancel this Lease by giving
written notice to the other party within thirty (30) days from the date of such
casualty. In such event, rental will be apportioned and paid up to the date of
such casualty.

     10. Modifications and Alterations to the Premises. No modifications,
alterations, or improvements to the building are allowed without the prior
written consent of Landlord, which consent will not be unreasonably withheld,
conditioned or delayed. "Reasonable," as used herein, shall mean using customs
and practices generally accepted in the industry. In addition, as a condition to
any such approval, Landlord may require that any such alterations or
modifications be removed upon termination of the Lease. No openings or cuts
through the roof or the exterior walls of the buildings on the Premises shall be
permitted without the written consent of Landlord which can be granted or denied
in Landlord's reasonable discretion.

     11. Removal of Fixtures. Tenant may (if not in default hereunder) prior to
the expiration of this Lease, or any extension thereof, remove all personal
property, fixtures and equipment which Tenant has placed in the Premises,
provided that during such removal Tenant will make all reasonable repairs
necessary to return the Premises to its original condition, reasonable wear and
tear excepted and to repair any damages caused by such removal.

     12. Return of the Premises. Tenant agrees to return the Premises to
Landlord at the expiration or prior termination of this Lease in good condition
and repair, reasonable wear and tear, damage by storm, fire, lightning,
earthquake or other casualty alone excepted. All trash and debris and Tenant's
personal property shall be removed from the Premises, all floors will be broom
cleaned, all carpets will be vacuumed, all restrooms will be cleaned and all
cobwebs or indications of other animal or bird encroachments will be cleaned
and/or removed from the Premises. All keys, alarm codes, equipment warrantees,
and HVAC (or other equipment used in the operation of the building and belonging
to Landlord) maintenance records kept by Tenant will be turned over to Landlord
within 30 days after Tenant vacating the Premises.

     13. Condemnation. If the whole of the Premises, or such portion thereof as
will make the Premises unusable for the purpose herein leased, be condemned by
any legally constituted authority for any public use or purpose or if Landlord
sells the Premises under threat of condemnation, then in either of said events
the term hereby granted will cease from the time when possession thereof is
taken by public authorities, and rental will be accounted for as between
Landlord and Tenant as of that date.

If there is a partial taking and if it is not so extensive as to render the
remaining portion (after restorations) unsuitable for the business of Tenant,
then this Lease will continue in effect and Landlord, upon receipt of the award
in condemnation, will expeditiously commence and complete all necessary repairs
and restorations to the Premises so as to constitute the portion of the building
not taken a complete architectural unit and restore the Premises as nearly as

                                       5



practicable to its prior condition; provided, however, that such work does not
exceed the scope of the original construction, and Landlord will not be under
any duty to expend amounts in excess of the award received by Landlord. Rent,
taxes and other charges payable by Tenant will equitably abate while Landlord's
repairs and restorations are in process. If a partial taking consists only of a
street widening or utility easement which, is reasonably determined not to
materially affect Tenant's use of the Premises including Tenant's parking and
any outside storage areas, this Lease will continue in full force and effect
without abatement of rent, taxes or other charges.

All compensation awarded for such taking or condemnation, whether for the whole
or for any part of the Premises, shall be the property of Landlord, whether such
compensation is for diminution in the value of the leasehold interest of Tenant,
the fee of the Premises, or otherwise, and Landlord shall be entitled to the
entire amount of any award for such taking or condemnation. The Tenant shall,
however, be entitled to recover from the condemning authority, if permitted by
law, any actual relocation expenses and compensation for the taking of any trade
fixtures.

     14. Compliance with Laws, Etc. Tenant agrees, at its own expense, to
promptly comply with all requirements of any legally constituted public
authority made necessary by reason of Tenant's use of said Premises. The Tenant
shall also be liable for: (a) repairs, alterations, replacements of retrofitting
required by the accessibility or path of travel requirements set forth in Title
III of the Americans With Disabilities Act of 1990, 42 USC (S) 12101, et seq.
and regulations and guidelines promulgated thereunder, as amended from time to
time (collectively, the "ADA"); (b) repairs, alterations or replacements
required to comply with federal, state or local indoor air quality laws, rules
or regulations; (c) repairs or replacements incident to CFC conversions for
heating and cooling systems; (d) installation, modification or upgrade of fire
protection and sprinkler systems; and (e) repairs, alterations or replacements
described in Exhibit "B" attached, if applicable.

     15. Assignment. Except as set forth below, Tenant may not assign this
Lease, or any interest thereunder, or sublet the Premises in whole or in part
without prior written consent of Landlord after notice of its intent to assign
or sublease, which consent shall not be unreasonably withheld, conditioned or
delayed. Tenant shall provide Landlord with the customary financial information
regarding the proposed assignee or subtenant and a statement regarding the
intended use of the property by said assignee or subtenant, except with respect
to any assignee or subtenant that is an affiliate of Tenant. Provided any such
subtenant or assignee uses the Premises for a current and existing use of
Tenant's business (regardless of whether that business is the business being
operated by the branch of Tenant currently occupying the Premises), Tenant may
(a) sublet all or part of the Premises to any corporation, the majority of whose
shares are owned by Tenant, during the period of such majority ownership only or
(b) assign this Lease to any corporation which owns more than fifty percent
(50%) of Tenant's issued and outstanding shares, or which succeeds to the entire
business of Tenant through purchase, merger, consolidation or reorganization, or
to any affiliate sharing common majority ownership with the Tenant without
Landlord's approval but with written notice of such transfer. Subtenants or
assignees will become liable directly to Landlord for all obligations of Tenant
hereunder, without relieving Tenant's liability hereunder. Notwithstanding
anything herein to the contrary, in no

                                       6



event shall any subtenant or assignee use the Premises for any immoral purpose,
including, but not limited to, massage parlors, adult bookstores, adult
theaters, adult amusement facilities, or any other type of facility selling,
leasing or displaying pornographic materials. In addition, the use of any
Hazardous Materials, other than those Hazardous Materials currently used in
Tenant's business (which Hazardous Materials shall be used in conformity with
all laws), by any subtenant or assignee shall be subject to Landlord's sole, but
reasonable, discretion. As a condition of Tenant's ability to sublease the
Premises, any sublease payments in excess of the rents due under this Lease
shall be payable to the Landlord as payments are received by the Tenant.

     16. Mortgagee's Rights. Tenant's rights will be subordinate, inferior and
subject to any bona fide mortgage or deed to secure debt which is now, or may
hereafter be, placed upon the Premises by Landlord, and Tenant agrees to execute
and deliver such documentation as may be reasonably required by any such
mortgagee to effect any subordination. Provided, however, as a condition to such
subordination, Landlord must secure from each mortgagee a nondisturbance
agreement, in a form reasonable and customarily utilized in the commercial
lending industry, providing that in the event of a foreclosure the mortgagee
will recognize the validity of this Lease and, provided that Tenant is not in
default, will not disturb Tenant's possession or its rights under this Lease.
Tenant shall attorn to such mortgagee or subsequent owner.

     17. Use of the Premises. The Tenant may use the Premises for all existing
Tenant uses and for warehouse, sales, outside storage and office purposes, and
for no other use or purpose. The Premises will not be used for any illegal
purposes, nor in any manner to create any nuisance or trespass; nor in any
manner to vitiate the insurance, based on the above purposes for which the
Premises are leased.

     18. Signs. Tenant will have the right to erect at Tenant's sole expense
signage at the entrance to and upon the Premises, including but not limited to a
customary trade sign identifying the business of Tenant. The erection of signage
by Tenant will be subject to and in conformity with all applicable laws, zoning
ordinances and building restrictions or covenants of record. On or before
termination of this Lease, Tenant will remove the signage thus erected, and will
repair any damage or disfigurement, caused by such removal. All signage proposed
by Tenant shall be subject to Landlord's review and approval, which approval
shall not be unreasonably withheld, conditioned or delayed.

     19. Entry for Carding, etc. Landlord may card the Premises "For Rent" or
"For Sale" one hundred eighty (180) days before the termination of this Lease.
Landlord may enter the Premises at reasonable hours during the term of this
Lease to exhibit the same to prospective purchasers, to insure compliance by
Tenant under the Lease and to make repairs required of Landlord under the terms
hereof.

     20. Indemnity. Landlord and Tenant agree to indemnify and save harmless
each other and their respective affiliates, directors, officers, employees,
agents, servants, attorneys and representatives from any and all claims, causes
of action, damages, fines, judgments, penalties, costs, liabilities, expenses or
losses (including without limitation, reasonable attorneys' fees)

                                       7



arising during or after the Term including without limitation during the period
of time that Tenant or Tenant's predecessors in interest have occupied the
Premises under the Existing Lease or previous leases as a result of any breach
of their respective obligations under Paragraphs 7 and 14 of this Lease.

Tenant agrees to indemnify and save harmless Landlord and its parents,
subsidiaries, affiliates, directors, officers, employees, agents, servants,
attorneys and representatives from any and all claims, causes of action,
damages, fines, judgments, penalties, costs (including environmental clean-up
costs and response costs), liabilities, expenses or losses (including without
limitation, reasonable attorneys' fees and expenses of litigation and the
retention of independent counsel protecting Landlord's interests) arising during
or after the Term including without limitation during the period of time that
Tenant or Tenant's predecessors in interest have occupied the Premises under the
prior lease or previous leases: (a) as a result of any violation by Tenant of
any applicable federal, state or local environmental laws or regulations, as
now, previously or hereinafter in effect, regulating, relating to or imposing
liability or imposing standards of conduct concerning any Hazardous Materials;
or (b) as a result of the presence, disturbance, discharge, release, removal or
cleanup of Hazardous Materials or as a result of environmental contamination or
other similar conditions which existed after commencement of the Tenant's or
Tenant's predecessor's in interest original occupancy of the Premises under
previous leases and which was caused by or brought onto the Premises by Tenant,
Tenant's predecessors in interest or their respective agents, contractors,
employees, licensees and invitees; or (c) as a result of any violation by Tenant
of the accessibility or path of travel requirements of the ADA; or (d) as a
result of Tenant's (and its subtenants and assigns) use and occupancy of the
Premises since Tenant's initial occupancy. These indemnities will survive the
expiration, cancellation or termination of the Lease. In no event, however,
shall Tenant be liable for the acts of Landlord, prior owners of the Premises or
any other tenants of the Premises, it being the intent of the parties that
Tenant be liable only for its own acts and those of its employees, licensees,
agents, subtenants and assigns.

In the event Landlord becomes involved through or on account of the terms of
this Lease, or through or on account of the use or occupancy of the Premises by
Tenant, or through or on account of the conduct of Tenant's business on or about
the Premises in any controversy or litigation with a third party, Landlord shall
be entitled to retain independent counsel for the purpose of protecting or
defending Landlord for all of Landlord's costs and attorneys' fees. If Landlord
so requests, Tenant shall execute and deliver to Landlord an indemnifying bond
with surety satisfactory to Landlord, which bond shall provide for the discharge
and payment of any and all final judgments, liens, costs, damages, expenses, and
obligations of Landlord whatsoever, in or arising out of the controversy or
litigation involving Landlord, including all costs, expenses and attorneys'
fees, incurred by Landlord in protecting Landlord's interest or defending
Landlord in such controversy or litigation. In the event Tenant and Landlord
cannot agree on the amount of any such bond, Landlord shall be entitled to have
a court of competent jurisdiction to determine the amount of such bond.

     21. Default of Tenant. It is mutually agreed that in the event: (a) the
rent herein reserved is not paid at the time and place when and where due and
Tenant fails to pay said rent within five (5) days after written demand from
Landlord; or (b) Tenant will fail to comply with

                                       8



any material term, provision, condition, or covenant of this Lease, other than
the payment of rent, and will not cure such failure within thirty (30) days
after notice to Tenant of such failure to comply or such additional time period
as may reasonably be necessary to effect a cure of the default provided that
Tenant commences within said thirty (30) day period and diligently pursues a
cure of the default to completion; or (c) Tenant causes any lien to be placed
against the Premises and does not cure the same within thirty (30) days after
notice from Landlord to Tenant demanding cure; or (d) proceedings under the
Bankruptcy Act for bankruptcy are filed by or against Tenant as Tenant's
performance hereunder, and if filed against Tenant, have not been dismissed
within thirty (30) days after the filing; or (e) an assignment of Tenant's
property for the benefit of creditors is made; or (f) a receiver, conservator,
or similar officer is appointed by a court of competent jurisdiction to take
charge of all or a substantial part of Tenant's property and within thirty (30)
days after appointment the officer is not discharged and possession of the
property is not restored to Tenant; or (g) Tenant's interest in the Premises or
under this Lease is the subject of taking or levy under execution, attachment,
or other process of law and the action is not cancelled or discharged within
thirty (30) days after its occurrence; or (h) Tenant abandons the Premises and
leaves it in a condition that could be vandalized or occupied by unauthorized
third parties; THEN in any of such events, Landlord will have the option to do
any of the following, in addition to, and not in limitation of any other remedy
permitted by law or in equity or by this Lease: (1) re-enter and repossess the
Premises and remove any property of Tenant thereon and store the same elsewhere
at Tenant's expense without relieving Tenant from any liability or obligation;
or (2) relet the Premises or any part thereof for Tenant's account, but without
obligation to do so and without relieving Tenant from any liability or
obligation, applying any amount received by Landlord from reletting first to all
reasonable costs and expenses incurred by Landlord in reletting; or (3) bring an
action then or thereafter against Tenant to recover the amount of any payment
owing by Tenant to Landlord as the same is due, becomes due, or accumulates; or
(4) accelerate all rent due under this Lease and bring then or thereafter an
action for all such amounts due and owing by Tenant to Landlord; or (5)
terminate this Lease by giving Tenant written notice thereof, without relieving
Tenant from any obligation or liability for payments theretofore or thereafter
becoming due or any other present or prospective damages or sums due or provided
by law or this Lease and resulting from Tenant's default; or (6) terminate this
Lease, relieving Tenant of any liability or obligation for rental payments or
others payments thereafter becoming due; or (7) exercise any combination of the
above remedies or any other remedy provided by law or in equity. Landlord's
remedies set forth in this Lease are cumulative and are not in limitation of any
remedies given by law or in equity. Landlord's forbearance to terminate shall
not waive Landlord's right to do so in the event of a continuing or subsequent
default. Any notice in this provision may be given by Landlord or its attorney.
No termination of this Lease prior to the normal ending thereof, by lapse of
time otherwise, will affect Landlord's right to collect rent for the period
prior to the termination thereof. Landlord's right to pursue any remedy afforded
to it herein or at law or in equity shall be subject to an obligation on the
part of the Landlord to take all reasonable and prompt action required by
Florida law to mitigate its damages as a result of any Tenant default.

     22. Default of Landlord. Should Landlord fail to perform any of its
obligations hereunder, Landlord will have a period of thirty (30) days after its
receipt of written notice from Tenant of a failure of performance within which
to commence a cure of that failure or such additional period of time as may
reasonably be necessary to effect a cure of the default provided

                                       9



that Landlord commences said cure within said thirty (30) day period and
diligently pursues a cure of the default to completion. Failure of Landlord to
commence that cure within the 30-day period or to effect that cure within that
30-day period or the additional period as provided above will be an event of
default under this Lease and Tenant may, at its option, elect to: (a) bring an
action to require specific performance of Landlord's obligations; (b) provide
Landlord with an additional period of time within which to effect that cure; (c)
commence such cure itself, and Tenant may either, at its option, offset any
expenses it incurs in effecting such cure against the rent and other charges due
and payable by Tenant hereunder, or require that Landlord immediately reimburse
Tenant for its expenses; provided, however, in the event of an emergency, Tenant
may immediately effect a cure of Landlord's failure should Landlord fail to act
immediately to do so, without the requirement of any notice by Tenant to
Landlord; and/or (d) pursue any other remedies provided herein or provided by
law.

     23. Warranties. Landlord warrants that Landlord owns the Premises in fee
simple and has the right to enter into this Lease and that the Premises are free
from liens and encumbrances except for utility easements and un-violated
restrictive covenants which do not materially adversely affect Tenant's intended
use of the Premises; and covenants that Tenant, provided it performs all of its
obligations under this Lease, will peaceably and quietly enjoy the Premises
during the Lease term without any disturbance from Landlord, anyone claiming by,
through or under Landlord, or any other party, except as otherwise specifically
provided in this Lease.

     24. Holding Over. If Tenant remains in possession of the Premises after
expiration of the term hereof, with Landlord's acquiescence and without any
express agreement of the parties, Tenant will be a tenant-at-will at the rental
rate equal to 150% of the rent in effect at end of the Lease; and there will be
no renewal of this Lease by operation of law.

     25. Notices. Any notice given pursuant to this Lease will be in writing and
sent by certified mail to:

     (a) Landlord: Hughes, Inc.
                   P.O. Box 568065
                   Orlando, Florida 32804
                   Attention: Vincent
                   Hughes
                   Phone No.:(407) 648-8587 / Fax No.:
                                                      -------------

                   and

                   Hughes, Inc.
                   1411 Edgewater Drive, Suite 200
                   Orlando, Florida 32804
                   Attention: Vincent Hughes
                   Phone No.:(407) 648-8587 / Fax No.:
                                                      -------------

                              [LANDLORD TO VERIFY]

or to such other address as Landlord may hereafter designate in writing to
Tenant.

                                       10



     (b) Tenant: Hughes Supply, Inc.
                 20 North Orange Avenue, Suite 200
                 Orlando, Florida 32801
                 Attention: Associate General Counsel
                 Phone No.: (407) 841-4755 / Fax No.: (407) 649-3018

or to such other address as Tenant may hereafter designate in writing to
Landlord.

     26. Recording. This Lease shall not be recorded by either party.

     27. Construction of Lease Terms. The terms of this Lease will not be
construed more strongly against any party, regardless of which party was
responsible for the preparation and drafting of this Lease.

     28. Attorneys and Other Professional Fees. In any litigation between the
parties regarding this Lease, the losing party agrees to pay to the prevailing
party its reasonable attorneys', paralegals', accountants', consultants', and
experts' fees and expenses of litigation at all trial, appellate and alternative
dispute resolution levels and forums. For purposes of this paragraph, a party is
to be considered the prevailing party if:

     (a)  it initiated the litigation and obtains (by judgment or agreement)
          substantially the relief sought; or

     (b)  it did not initiate the litigation and the other party does not obtain
          (by judgment or agreement) substantially the relief sought.

     29. Waiver of Rights. No failure of Landlord to exercise any power given
Landlord hereunder, or to insist upon strict compliance by Tenant with its
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof will constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof.

     30. Rights Cumulative. All rights, powers and privileges conferred
hereunder upon the parties hereto will be cumulative but not restrictive to
those given by law.

     31. Time of Essence. Time is of the essence of this Agreement.

     32. Definitions. "Landlord" as used in this Lease will include first party,
its heirs, representatives, assigns, and successors in title to the Premises.
"Tenant" will include second party, its heirs and representatives, assigns and
successors, and if this Lease will be validly assigned, or sublet, will include
also Tenant's assignees or sub-Tenants, as to the Premises covered by such
assignment or sub-lease. "Landlord" and "Tenant" include male and female,
singular and plural, corporation, partnership or individual, as may fit the
particular parties.

                                       11



     33. Entire Agreement. This Lease contains the entire agreement of the
parties hereto, and no representations, inducements, promises or agreements,
oral or otherwise, between the parties, not embodied herein, will be of any
force or effect.

     34. Severability and Governing Law. If any term, covenant or condition of
this Lease or the application thereof to any person, entity or circumstance
will, to any extent, be invalid or unenforceable, the remainder of this Lease,
or the application of such term, covenant, or condition to persons, entities or
circumstances other than those which or to which sued may be held invalid or
unenforceable, will not be affected thereby, and each term, covenant or
condition of this Lease will be valid and enforceable to the fullest extent
permitted by law. This Lease shall be governed by and construed in accordance
with the law of the state in which the Premises are located. Venue shall lie in
the State courts for the County where the Premises is located.

     35. Brokerage. On or before the commencement of the additional term of this
Lease, Landlord will pay a real estate commission to: Realty Capital Advisors,
Inc. as Landlord's representative and listing broker pursuant to a separate
agreement. Each of Landlord and Tenant warrants to the other that, other than as
stated in this Paragraph, and as specifically set forth herein, no commissions
are payable or due to any other broker or finder in connection with this Lease
and each of Landlord and Tenant agrees to indemnify, defend and hold the other
harmless from and against any commissions or fees or claims for commissions or
fees arising under the indemnifying party, which indemnification will expressly
survive the termination of this Lease. Tenant agrees that any fee or other
remuneration to Mohr Partners, Inc. shall be the sole responsibility of Tenant
and Tenant shall indemnify Landlord and Realty Capital Advisors, Inc. from any
claims brought by, or on behalf of, Mohr Partners, Inc.

     36. Radon Gas. RADON GAS: Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in the
state in which the Premises are located. Additional information regarding radon
and radon testing may be obtained from your county public health unit.

     37. Mechanic's Liens. Landlord's interest in the Premises is not subject to
liens for improvements or work made or done by Tenant to or upon the Premises,
and such liability is expressly prohibited as contemplated by Section 713.10,
Florida Statutes. Tenant shall not cause or permit any mechanic's lien to be
placed against the Premises. If any mechanic's lien is placed against the
Premises, or any claim thereof is filed against the premises as the result of
anything done or permitted by Tenant, Tenant shall cause the same to be removed
within thirty (30) days after being notified thereof, and shall indemnify and
hold Landlord harmless from adverse effects thereof; provided, however, Landlord
shall have the right to pay and discharge any such lien if the same is not
removed by Tenant as provided herein, and Tenant shall forthwith pay to Landlord
all amounts incurred by Landlord in removing such lien, or protecting against
such lien, including, without limitation, attorneys' fees and costs.

     38. Relationship of Parties. Nothing contained in this Lease shall
constitute or be construed to create the relationship of principal and agent,
partnership, joint venturers or any other relationship between the parties
hereto other than the relationship of Landlord and Tenant.

                                       12



     39. Certificates. Landlord and Tenant shall at any time from time to time,
upon not less than twenty (20) days prior written notice from the other party,
execute, acknowledge and deliver to the other party a statement, in writing,
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect, as
modified and stating the modifications), and the date to which the rental has
been paid and whether or not there is any existing default by Tenant with
respect to any sums of money required to be paid by Tenant under the terms of
this Lease, or whether a notice of default has been served by Landlord or
Tenant, it being intended that any such statement delivered pursuant to this
paragraph may be relied upon by any prospective or existing mortgagee or
assignee of any mortgage or purchaser of the Premises or by any prospective
assignee or subtenant of the leasehold estate. If any such certification by
Landlord shall allege non-performance by Tenant the nature and extent of such
non-performance, insofar as actually known by Landlord, shall be summarized
therein.

     40. Hazardous Materials. The term "Hazardous Substances," as used in this
Lease shall include, without limitation, flammables, explosives, radioactive
materials, asbestos, polychlorinated biphenyls (PCB's), chemicals known or
suspected to cause cancer or reproductive disorders or birth defects,
pollutants, contaminants, hazardous wastes, solid wastes, mold, mildew,
hazardous materials, hazardous substances, toxic substances or related
materials, petroleum and petroleum products, including without limitation, any
compound or substance containing any of the foregoing, and substances declared
to be hazardous or toxic under any law, statute, ordinance, or court order or
decision, or any regulation promulgated by any agency or governmental entity,
now in effect or enacted, passed decided or promulgated at any time in the
future or that existed in the past during the Tenant's or Tenant's predecessor
in interest's previous occupancy.

          (a) Tenant's Restrictions. Tenant shall not cause, have caused or
affirmatively permit and shall take reasonable steps to avoid causing:

               (1) Any violation of any federal, state or local law, statute,
     ordinance or regulation, previously, now or hereafter enacted or
     promulgated, related to the presence, escape, seepage, leakage, spillage,
     discharge, emission or release of any Hazardous Substance on, under or
     about the Leased Premises or any other environmental conditions, on, under
     or about the Premises.

               (2) The use, generation, manufacture, refining, production,
     processing, storage or disposal of any Hazardous Substance on or about the
     Premises without Landlord's prior written consent, which written consent
     may be denied, withdrawn, conditioned or modified by Landlord at any time
     and from time to time in its sole and absolute discretion. Notwithstanding
     the foregoing, Landlord acknowledges and consents to Tenant's lawful use,
     storage and sale of those Hazardous Substances that are currently used,
     stored or sold by Tenant in the ordinary course of its business (it being
     the intent of the parties that "the ordinary course of its business" shall
     include all operations of Tenant existing at the execution of this Lease,
     regardless of whether such business is being operated on the Premises), as
     well as comparable or equivalent substances that may

                                       13



     be used, stored or sold by Tenant in the future, which consent may not be
     revoked or conditioned provided Tenant is complying with all applicable
     laws, rules and regulations governing such Hazardous Materials.

          (b) Tenant's Covenants. Throughout the term of this Lease, Tenant
shall:

               (1) Afford the Landlord full and complete access to and upon the
     Premises upon reasonable prior notice and, during Tenant's business hours,
     except in the event of an emergency, in which event no prior notice is
     required so that Landlord and/or its employees or consultants may
     investigate Tenant's compliance with all environmental laws or to determine
     whether any Hazardous Substances exist or are present on, under or about
     the Premises.

               (2) Except as specifically set forth herein, at Tenant's sole
     cost and expense, cause the Premises and all of Tenant's business
     operations thereon to comply with all laws, statutes, ordinances and
     regulations governing the use, generation, transportation, storage, release
     or disposal of any Hazardous Substances by Tenant, its employees, agents or
     contractors ("Tenant Parties"). Notwithstanding anything herein to the
     contrary, Tenant shall not be responsible for curing any non-compliance
     which (i) arose prior to Tenant's initial occupancy of the Premises; and/or
     (ii) arose or may arise from an off-site source and which was not caused by
     the acts and/or omissions of Tenant or Tenant Parties; and/or (iii) arose
     or may arise as a result of the acts or omissions of Landlord, its agents,
     licensees and assigns, or any third party, it being the intent of the
     parties that Tenant shall be responsible only for the compliance of Tenant
     and Tenant Parties.

               (3) In the event that Tenant receives any warning, notice of
     violation, complaint or order in regard to any private or governmental
     action or investigation taken related to or in any way connected with the
     presence of any Hazardous Substances on, under or about the Premises,
     Tenant shall immediately upon receipt thereof deliver a copy of any such
     warning, notice or order to the Landlord.

               (4) In the event that Tenant has used or uses, generates,
     transports or stores any Hazardous Substances on or about the Premises and
     Landlord has consented to such use, generation, transportation, or storage
     in writing, then as an additional condition of such consent Tenant shall at
     its sole costs and expense apply for, obtain and continuously and
     completely comply with the conditions of any and all permits and approvals
     required therefor by any governmental authority, agency or instrumentality.

               (5) To the extent required by any applicable law related to the
     use, generation, production or storage of Hazardous Substances, Tenant
     shall keep and maintain complete and accurate records available at all
     times for inspection by Landlord, of all manifests, receipts, bills of
     lading and other indicia or evidence of the receipt of all Hazardous
     Substances and the subsequent use, processing, disposal and/or shipment of
     the Hazardous Substances, all as may be required to confirm that no loss or
     release of Hazardous Substances has occurred, or if a loss or release has
     occurred, the

                                       14



     documentation will confirm the exact nature of the loss or release, and
     Tenant shall, if requested by Landlord, supply copies of all documents to
     Landlord.

               (6) In the event that the Tenant shall place upon the Premises
     any underground storage tanks, Tenant shall be responsible at its sole cost
     and expense for complete and continuous compliance with each and every one
     of the requirements of any statute or regulation with respect to
     underground storage tanks, including without limitation, Florida
     Administrative Code Chapter 17-761 and any subsequent additions or
     amendments thereto or replacements therefor, including without limitation
     the requirements regarding registration, installation, operation, repairs,
     notification, reporting, record keeping, financial responsibility of the
     operator, tank and piping performance standards, system release detection
     standards, release detection and tightness testing standards, inventory
     monitoring and reconciliation, removal from service and/or closure. All
     inventory records and testing records as may be required under Florida
     Administrative Code Chapter 17-761 shall be available for inspection by
     Landlord at any time and from time to time and all submittals to the
     Florida Department of Environmental Regulation in regard to the underground
     storage tank shall also be simultaneously delivered to Landlord.

               (7) In the event the Premises shall contain any above ground
     storage tank or storage vessel placed by Tenant, its employees, agents or
     contractors, Tenant shall be responsible at its sole cost and expense for
     complete and continuous compliance with any statues or regulations
     pertaining thereto and shall construct, after prior written approval by
     Landlord of all plans therefor, all containment dikes, revetments, holding
     areas, catch basins, or other structures or devices required by law or
     regulation. Landlord's approval of such plans shall not constitute an
     acceptance by Landlord of such construction as satisfactory for regulatory
     purposes, but shall only constitute approval for the construction to occur.

          (c) Injunctive Relief. In the event of Tenant's violation of or
noncompliance with any of the restrictions or covenants (respectively a
"Restriction" or a "Covenant") set forth in sub-paragraphs (a) and (b) above,
Tenant acknowledges and agrees that Landlord shall be irreparably harmed and may
not have an adequate remedy at law. Accordingly, Tenant hereby covenants and
agrees that in the event of any such violation or noncompliance by Tenant
Parties, Landlord shall be entitled to seek and obtain an injunction prohibiting
any threatened or continuing violation of a Covenant or Restriction, or an order
of specific performance requiring performance of a Covenant, as the case may be,
and the Landlord shall not be required to post any bond or other security in
regard to such injunction.

          (d) Environmental Testing. Landlord shall have the right at any time
and from time to time, to conduct such environmental testing and investigations
as the Landlord deems necessary and desirable. Such investigations and testing
shall be at the expense of Landlord; provided, however, that in the event that
any such investigation or test reveals the presence or existence of any
Hazardous Substance, on, under or about the Premises that is introduced by
Tenant, Tenant's predecessor in interest or their respective employees,
invitees, agents or contractors, other than Hazardous Substances on the Premises
pursuant to an approval

                                       15



of Landlord which is appropriately containerized and documented fully and
completely in accordance with all applicable laws and permit requirements, then
all costs for such investigation or test and any further investigations or tests
desired by Landlord shall be borne solely and completely by Tenant.

          (e) Environmental Clean-up. In the event that any governmental
authority, agency or instrumentality or any private party notifies Tenant of the
existence of any Hazardous Substances on, under or about the Premises that is
introduced by Tenant, or its respective employees, invitees, agents or
contractors, then Tenant shall be solely and completely responsible, liable and
obligated at its sole cost and expense to clean-up and remediate the Premises
and/or any other property contaminated by any Hazardous Substances on, under or
about the Premises arising out of and occurring during the use and occupancy of
the Premises by Tenant in accordance with all standards and requirements of any
applicable government authority. In connection with such clean-up and/or
remediation, Tenant further agrees as follows:

               (1) All reports, plans, investigations and/or other written
     material to be submitted by Tenant and/or its consultants to any
     governmental authority, agency or instrumentality or any private party
     shall be submitted first to Landlord for its review and approval, which
     approval shall not be unreasonably withheld, conditioned or delayed.

               (2) Landlord shall be given prior written notice of and shall be
     afforded the opportunity to attend any discussions with any governmental
     authority, agency or instrumentality in regard to the clean-up and/or
     remediation of any Hazardous Substances on, under or about the Premises, or
     any adjacent lands.

               (3) Tenant shall promptly provide all information regarding the
     use, generation, storage, transportation, disposal, clean-up and/or
     remediation of Hazardous Substances on, under or about the Premises as
     reasonably required by Landlord from time to time.

               (4) Tenant hereby understands and agrees that Landlord shall have
     the right, but shall not be required, at any time to undertake the clean-up
     and remediation of the Premises on its own behalf at Tenant's expense in
     the event that Landlord determines in its reasonable discretion that
     Tenant's efforts have been inadequate. All expenditures of Landlord for
     such clean-up and remediation shall constitute additional rental hereunder
     and immediately due and payable upon invoicing.

          (f) Tenant's Indemnity. Tenant hereby covenants and agrees to
indemnify, defend and hold harmless Landlord, and its respective officers,
directors, beneficiaries, shareholders, partners, agents, employees and
consultants from and against any and all fines, penalties, suits, procedures,
claims, investigations, audits, inquiries and actions of every kind or nature
and any and all fees and costs incurred in connection therewith, including
attorney's fees, paralegal's fees and consultant's fees, whether incurred before
trial, at trial, upon any appellate levels or in any administrative or
bankruptcy proceedings, arising out of or in any way connected with the
presence, escape, seepage, leakage, spillage, discharge, emission or release of
any

                                       16



Hazardous Substances as a result of and during the use and occupancy of the
Premises by the Tenant on, under or about the Premises or any adjacent lands for
any violation or breach by Tenant or Tenant Parties of any of the restrictions
or covenants set forth in this paragraph 40. In the event a claim is made upon
the Landlord, the Landlord shall promptly give notice of such claim to the
Tenant, and shall promptly deliver to Tenant all information and written
material available to the Landlord relating to such claim. If such claim is
first made upon the Tenant the Tenant shall promptly give notice of such claim
to the Landlord. The Tenant shall defend in the name of the Landlord any claim
in any appropriate administrative or judicial proceedings and take whatever
actions may be reasonably requested of the Landlord to permit the Tenant to make
such defense and obtain an adjudication of such claim on the merits, including
the signing of pleadings and other documents, if necessary; provided the Tenant
shall defend the claim with counsel reasonably satisfactory to the Landlord and
Tenant provides the Landlord with evidence reasonably satisfactory to the
Landlord that the Tenant can satisfy the claim if it is upheld. In addition to
the liability for the ultimate settlement or judgment, if any, arising out of
such claim under this paragraph Tenant shall be solely responsible for all the
expenses incurred in connection with such defense or proceedings, regardless of
their outcome including attorney's fees incurred at all trial and appellate
levels.

          (h) Survival. Tenant's duties, obligations and liabilities under this
paragraph are a material inducement for Landlord to enter into this Lease and
shall survive the expiration or other termination of this Lease Agreement.

     41. Reimbursement for Costs. Landlord and Tenant acknowledge that Tenant
has expended a considerable amount of time and effort in negotiating this Lease
(and the other amended and restated) with Landlord. To compensate Tenant for its
efforts, Landlord hereby agrees to pay to Tenant, in equal annual installments,
due and payable on the first day of any such lease year, an amount equal to two
percent (2%) of the base rents payable throughout the term of this Lease,
exclusive of all taxes, insurance, utilities, maintenance, and repair costs and
other expenses to be paid by Tenant hereunder.

     IN WITNESS WHEREOF, the parties herein have executed this Lease on the day
and year first above written.

                                      "LANDLORD"

Witnesses:                            HUGHES, INC., a Florida corporation


                                      By:
- --------------------------------         ---------------------------------------

Printed:                              Printed:
        ------------------------              ----------------------------------
                                      Title:
                                            ------------------------------------
- --------------------------------

Printed:
        ------------------------

                                       17




                                      "TENANT"

                                      HUGHES SUPPLY, INC., a Florida corporation


                                      By:
- --------------------------------         ---------------------------------------

Printed:                              Printed:
        ------------------------              ----------------------------------
                                      Title:
                                            ------------------------------------
- --------------------------------

Printed:
        ------------------------

                                       18



                                   EXHIBIT "A"

                         (Sketch and Legal Description)

                                       19



                             Title Commitment Legal

Description of Real Property Situated in Pinellas County, Florida:

South 1/2 of Lot 25, Block B, Coachman Heights, according to the map or plat
thereof as recorded in Plat Book 20, Page(s) 26, all sometimes known as South
1/2 of Lot 25, Block B, Coachman Heights, according to plat thereof filed
February 3, 1912 in Plat Book 1, Page 16, Public Records of Pinellas County,
Florida.

Lot 9 and Lot 10, Block B, Coachman Heights, according to the map or plat
thereof as recorded in Plat Book 20, Page(s) 26, Public Records of Pinellas
County, Florida.

The North 1/2 of Lot 25, Block B, Coachman Heights, according to the map or plat
thereof as recorded in Plat Book 20, Page(s) 26, Public Records of Pinellas
County, Florida.

South 10 feet of Lots 5 and 20 and all of Lots 6, 7, 8, 21, 22, 23 and 24, Block
B, Coachman Heights, according to the map or plat thereof as recorded in Plat
Book 20, Page(s) 26, Public Records of Pinellas County, Florida.

All of Lots 6, 7, 8, 9, 10, 21, 22, 23, 24 and 25, and the South 10 feet of Lots
5 and 20 of Block B, Coachman Heights Subdivision, as recorded in Plat Book 20,
Page 26, Public Records of Pinellas County, Florida.

Includes 21,000 square foot office and warehouse building and paved parking and
storage areas totaling approximately 59,500 square feet, with a street address
of 951 Pierce Street, Clearwater, Florida.

                                       20



                                  Addendum "A"

                             (ADDITIONAL PROVISIONS)

     THIS ADDENDUM "A" (ADDITIONAL PROVISIONS) ("Addendum") is made and entered
effective as of the 1st day of April, 2003, by and between HUGHES, INC., a
Florida corporation ("Landlord"), and HUGHES SUPPLY, INC., a Florida corporation
("Tenant"), and is attached to and is an integral part of the Subject Lease (as
defined below).

          A. Simultaneous herewith, Landlord and Tenant entered into eleven (11)
different Amended and Restated Lease Agreements for the demised premises
("Premises") described therein (collectively, the "Leases"). In order to
simplify the drafting process, the parties used a form lease to incorporate the
basic provisions of each of the Leases. This Addendum relates to the lease for
the Premises located at 951 Pierce Street, Clearwater, Florida (the "Subject
Lease"). The purpose of this Addendum is to set forth the site specific
provisions for the Subject Lease.

          B. Landlord and Tenant desire to amend the Subject Lease pursuant to
the terms as set forth below.

     NOW THEREFORE, in consideration of the mutual covenants contained in the
Lease and herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:

     1. All terms and conditions set forth in the Subject Lease are herein
incorporated by this reference and the defined terms set forth herein shall have
the meanings associated to them in the Subject Lease.

     2. The base rent, as referenced in paragraph 3 of the Subject Lease, is as
follows: Annual rent for the first year of the Subject Lease is $94,500.00,
payable in equal monthly installments of $7,875.00. Thereafter, rent for each
successive year of the Subject Lease Term shall increase to an amount equivalent
to 104% of the rent for the immediately preceding year.

     3. The following paragraphs or subparagraphs (as noted) are hereby added to
the Subject Lease:

          (a) Provided it is not then in default under the Subject Lease, Tenant
     may extend the term one (1) time for a five (5) year extension by written
     notice of its election to do so given to Landlord at least one hundred
     eighty (180) days prior to the then-current expiration date. The extended
     term will be on all of the terms and conditions of the Subject Lease,
     including without limitation, the annual increase as set forth in paragraph
     2 above.

          (b) At any time after March 31, 2004, either party shall have the
     right to terminate the Subject Lease prior to its natural expiration date
     by delivering written notice of termination to the other party (the
     "Termination Notice") not less than twenty four (24) months after the date
     of the Termination Notice, it being the intent of the parties

                                       21



     that the Subject Lease Term be not less than three (3) years in duration.
     The Termination Notice shall set forth the proposed termination date of the
     Subject Lease; as of said date, all obligations under the Subject Lease
     shall cease and be of no further force and effect between the parties
     accruing after the effective date of such termination. In the event of any
     such termination, the reimbursement of costs by Landlord to Tenant under
     Paragraph 41 of the Subject Lease shall terminate upon the effective date
     of such termination by either Landlord or Tenant.

     4. The Subject Lease remains in full force and effect as amended above.

     IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed effective the date first written above.

WITNESSES:                                     LANDLORD:

                                               HUGHES, INC.,
                                               a Florida corporation


                                               By: /s/ Vincent Hughes
- --------------------------------------------       -----------------------------
                                               Name:
Print Name:                                         ----------------------------
           ---------------------------------   Title:
                                                     ---------------------------

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

Print Name:
           ---------------------------------


                                               TENANT:

                                               HUGHES SUPPLY, INC.,
WITNESSES:                                     a Florida corporation


                                               By: /s/ Mark D. Scimeca
- --------------------------------------------       -----------------------------
                                               Name:
Print Name:                                         ----------------------------
           ---------------------------------   Title: Associate General Counsel

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

Print Name:
           ---------------------------------

                                       22



                                                                 Exhibit 10.1(f)

903 Brentwood Drive
Daytona, Florida

                      AMENDED AND RESTATED LEASE AGREEMENT

     THIS AMENDED AND RESTATED LEASE (this "Lease") is made effective as of
April 1, 2003, by and between HUGHES, INC., a Florida corporation, first party,
hereinafter referred to as "Landlord", and HUGHES SUPPLY, INC., a Florida
corporation, second party, hereinafter referred to as "Tenant" who covenant and
agree as follows:

     WHEREAS, Landlord and Tenant are parties to numerous leases (the "Original
Leases") for various sites located in Florida, including, but not limited to,
that certain lease dated March 31, 1988, as amended (the "Existing Lease"), for
the premises more particularly described therein. Landlord and Tenant are in the
process of amending and restating the majority of the Original Leases, including
the Existing Lease. In order to simplify the drafting of each amended and
restated lease, the parties are using a form document for each site. Attached to
each amended and restated lease is an Addendum "A," Additional Provisions, which
sets forth the site specific provisions for each individual site (the
"Addendum"). In each instance, in the event of any conflict between the amended
and restated lease and the Addendum, the terms of the Addendum shall control;
and

     WHEREAS, Landlord and Tenant desire to extend the term of the Existing
Lease and otherwise amend and restate the terms and conditions thereof. It is
the intent of the parties that this Lease serve as a novation of the Existing
Lease unless specifically stated to the contrary herein.

     NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Landlord and Tenant agree as
follows:

     1. Premises. Landlord, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, reserved and contained, to
be paid, kept and performed by Tenant, has leased and rented, and by these
presents does lease and rent, unto said Tenant, and said Tenant hereby agrees to
lease and take upon the terms and conditions which hereinafter appear, the
following described property (hereinafter called "Premises"). The Premises
consists of real property and improvements located at 903 Brentwood Drive,
Daytona, Florida, including, without limitation, an approximately 23,270 square
foot building, all as set forth in Exhibit "A" attached hereto and made a part
hereof. Notwithstanding the foregoing, Landlord and Tenant acknowledge that the
square footages are not represented measurements, but estimates only. Tenant has
had the opportunity to verify the square footages, has not done so, and Tenant,
therefore, agrees to hold Landlord harmless from any discrepancy in the
estimated and actual square footage of the building. The parties acknowledge
that the legal description used in the Existing Lease may have been inaccurate,
but that the parties have not been able to verify same prior to the execution of
this Lease. It is in the best interest of the parties that Tenant continue to
use all such space it has been using under the Existing Lease, regardless of the
actual legal description or other depiction of the Premises contained in the
Existing Lease. Exhibit "A" contains both a sketch of the Premises and the legal
description. In the event of any dispute as to



what comprises the Premises, the actual space used by Tenant under the Existing
Lease shall be the accepted description, with the sketch controlling over the
address of the Premises, and the address of the Premises controlling over the
legal description attached hereto. Notwithstanding anything herein to the
contrary, Landlord shall have the right, within sixty (60) days of the execution
of this Lease, to have a new survey of the Premises prepared and, upon approval
by Tenant, said survey shall serve as the legal description for the Premises. In
the event a new survey is prepared and available prior to execution of this
Lease, the legal description and depiction set out in the new survey (which will
be a part of the Exhibit "A" attached hereto), approved by both parties, shall
control.

     2. Term. Tenant shall continue to have and hold the Premises for an
additional term of five (5) years, said additional term to commence effective as
of April 1, 2003, and to end on March 31, 2008.

     3. Rental. Tenant shall pay as rental for the Premises for the term of this
Lease the amounts set out in Addendum "A" attached hereto and made a part
hereof. The rental shall be due and payable without setoff or deduction, except
as specifically provided herein, in equal monthly installments as set out in
Addendum "A" in advance on the 1st day of each and every calendar month during
the term of this Lease. The first payment of such rental is to be made on April
1, 2003; provided, however, Landlord acknowledges that Tenant has already paid
the rent for the months of April and May, 2003, pursuant to the terms of an
extension agreement between the parties, and therefore Landlord agrees that only
the difference between the rent due under the Existing Lease and the rent due
under this Lease shall be due and payable for the month of April. All rental due
and payable under this Lease shall be made payable to: HUGHES, INC. and
delivered to the following address: P.O. Box 568065, Orlando, Florida 32856-8065
or such other address as Landlord may designate in writing to Tenant from time
to time. For questions regarding payment of rental under this Lease, Tenant may
call: Vincent Hughes at the following phone number: (407) 648-8587.

     4. Utility Bills. Tenant will pay all utility bills of all types,
including, but not limited to, water and sewer, natural gas, electricity and
sanitary pick up bills for the Premises, or used by Tenant in connection
therewith. If Tenant does not pay same, Landlord may, but shall not be obligated
to pay the same, and such payment will be added to the rental of the Premises
and reimbursed immediately to Landlord upon invoicing to Tenant.

     5. Taxes. Provided that Landlord has made arrangements for all tax-related
notices and bills to be promptly delivered directly to or forwarded to Tenant,
Tenant will pay all real property taxes, non ad valorem assessments and/or
special assessments (provided, however, that as to special assessments used to
fund improvements benefiting or located on or in the vicinity of the Premises,
which improvements have a useful life in excess of the then-remaining portion of
the additional term of this Lease, the assessments shall be paid in installments
over the longest period permitted by law or ordinance, with Tenant responsible
only for the prorated portion of such special assessments allocable to the
portion of such useful life occurring during the term of this Lease, which may
be assessed by any lawful authority against the Premises during the term of this
Lease (including any extension), including any partial year, in November of each
year or at the earliest date possible to take advantage of the maximum discount
available. Tenant shall

                                       2



provide Landlord with evidence of payment of the same within fifteen (15) days
after said payment. Tenant will pay any and all ad valorem taxes assessed
against the personal property located on the Premises, during the entire term
thereof. Tenant shall have the right, at Tenant's sole expense, to appeal any
and all taxes applicable to the Premises and Landlord agrees that Landlord will
cooperate with Tenant reasonably and sign all documents reasonably required in
connection with any such appeal. Tenant may delay payment of any portion of such
taxes which are the subject of an appeal until the resolution of such appeal, in
which event Tenant shall be solely responsible for the payment of any penalties,
interest, or additional taxes which result from such delay. Notwithstanding the
foregoing, Tenant shall not permit the filing of a tax lien against the
Premises. Tenant shall pay all applicable sales, excise or other taxes as
required by law (but not income taxes) which are due and payable on the rents
and other sums paid by Tenant hereunder at the time of payment of said rental
and other sums to Landlord. Real Estate taxes for any partial lease years shall
be prorated and paid within thirty (30) days after invoicing by Landlord.

     6. Insurance. Tenant shall carry, at Tenant's sole cost and expense and
throughout the term of this Lease and all renewals and extensions thereof: (a)
"All Risk" insurance coverage on the demised Premises in an amount not less than
the full insurable value (the term "full insurable value" will mean the actual
replacement cost, excluding foundation and excavation costs, as reasonably
determined by Landlord; (b) insurance coverage on all equipment, fixtures and
appliances owned by Tenant; and (c) comprehensive general liability insurance
coverage with respect to the Premises in an amount not less than $1,000,000.00
per occurrence and $5,000,000.00 in the aggregate.

Landlord and Tenant shall each name the other as an additional insured under all
insurance policies required by each of them to be maintained hereunder and
furnish evidence of such coverages and additional insured status in the form of
certificates of insurance to the other prior to the commencement of the term of
this Lease and at least fifteen (15) days prior to the earlier of the
commencement of each year of the term of this Lease or the date upon which such
insurance coverage would otherwise lapse if not renewed. All insurance provided
for in this Lease will be effected under enforceable policies issued by insurers
of recognized responsibility licensed to do business in the state in which the
Premises are located. If Landlord or Tenant provides any insurance required by
this Lease in the form of a blanket policy, Landlord or Tenant, as the case may
be, shall furnish satisfactory proof that such blanket policy complies in all
respects with the provisions of this Lease and that the coverage thereunder is
at least equal to the coverage which would be provided under a separate policy
covering only the Premises or common areas, if applicable.

If Landlord so requires, the policies of insurance provided for will be payable
to the holder of any mortgage, as the interest of such holder may appear,
pursuant to a standard mortgagee clause. All such policies will, to the extent
obtainable, provide that any loss will be payable to Landlord or to the holder
of any mortgage notwithstanding any act or negligence of Tenant which might
otherwise result in forfeiture of such insurance. All such policies will, to the
extent obtainable, contain an agreement by the insurers that such policies will
not be canceled without at least thirty (30) days prior written notice to
Landlord and to the holder of any mortgage to whom loss hereunder may be
payable.

                                       3



If Tenant fails to maintain all insurance as provided above, or fails to furnish
Landlord timely proof and assurance of the existence and continuance of the
insurance, such failure shall be deemed a default hereunder, and Landlord may
terminate this Lease or Landlord may, but is not obligated to, take such
measures as Landlord deems desirable to obtain the insurance for Landlord's
protection, and upon written request, Tenant shall immediately reimburse
Landlord for all costs and expenses thereof. Failure of Tenant to immediately
make such payment upon request shall be deemed a default hereunder, for which
Landlord may terminate this Lease or pursue all other rights and remedies
provided under this Lease.

The parties shall fully cooperate in making claims and furnishing information to
the insurer or insurers, and obtaining settlements and payments from the insurer
or insurers.

     7. Maintenance and Repairs by Tenant. Throughout the term of the Lease
(including any extension), Tenant shall, at its own expense, keep and maintain
in substantially the same condition as at the execution of this Lease, ordinary
wear and tear excepted, the interior and exterior of the Premises, including
without limitation, the roof, all structural components of the building or
buildings on the Premises, the parking lot and all driveways, all fences and
other structures on the Premises and all systems pertaining to water,
electrical, HVAC, and lighting. Tenant shall also be responsible for remedying
all health and safety hazards associated with the Premises caused by Tenant or
Tenant's agents or invitees. Tenant will also perform routine and regular
exterior lawn and landscaping maintenance. Tenant shall enter into and maintain
throughout the term of this Lease a service agreement with a reputable vendor
for regular maintenance to the HVAC system serving the Premises, including, but
not limited to, removal of trees and/or bushes growing against structures or
fences. Tenant also shall be responsible for correcting and repairing those
items set out in Exhibit "B" attached and made a part hereof (the "Current
Repairs"), at Tenant's sole cost and expense, within one hundred eighty (180)
days of the execution of this Lease. The Current Repairs should be made in a
manner consistent with the standards of the commercial industry, and Tenant
shall maintain the Current Repairs throughout the term of the Lease (including
any extension) in good condition, ordinary wear and tear excepted. Landlord
shall have the right to have the Current Repairs inspected by an independent
third party, chosen by Landlord, and reasonably acceptable to Tenant (the
"Inspector"), to ensure that the Current Repairs have been made in accordance
with industry standards. It is the intent of the parties that the Inspector's
inspection responsibilities shall relate only to the Current Repairs. Landlord
therefore agrees that the Inspector shall not request any repairs or
modifications which are not specifically designated as a Current Repair and
Tenant shall not be responsible for any repairs or modifications which are not
specifically designated as a Current Repair. Failure to complete repairs and
correction of said items within said one hundred eighty (180) day period shall
constitute a default hereunder and Landlord shall be entitled to all rights and
remedies as provided under this Lease.

     8. [INTENTIONALLY DELETED].

     9. Destruction of or Damage to the Premises. If the Premises are totally
destroyed by storm, fire, lightning, earthquake or other casualty, this Lease
will terminate as of the date of such destruction, and rental will be accounted
for as between Landlord and Tenant as of that

                                       4



date. If the Premises are damaged but not wholly destroyed by any of such
casualties, rental will abate in such proportion as use of the Premises has been
destroyed, and Landlord will restore the Premises to substantially the same
condition as before the damage as speedily as practicable, whereupon full rental
will recommence; however, if the damage will be so extensive the same cannot be
reasonably repaired and restored within three (3) months' time from the date of
the casualty, then either Landlord or Tenant may cancel this Lease by giving
written notice to the other party within thirty (30) days from the date of such
casualty. In such event, rental will be apportioned and paid up to the date of
such casualty.

     10. Modifications and Alterations to the Premises. No modifications,
alterations, or improvements to the building are allowed without the prior
written consent of Landlord, which consent will not be unreasonably withheld,
conditioned or delayed. "Reasonable," as used herein, shall mean using customs
and practices generally accepted in the industry. In addition, as a condition to
any such approval, Landlord may require that any such alterations or
modifications be removed upon termination of the Lease. No openings or cuts
through the roof or the exterior walls of the buildings on the Premises shall be
permitted without the written consent of Landlord which can be granted or denied
in Landlord's reasonable discretion.

     11. Removal of Fixtures. Tenant may (if not in default hereunder) prior to
the expiration of this Lease, or any extension thereof, remove all personal
property, fixtures and equipment which Tenant has placed in the Premises,
provided that during such removal Tenant will make all reasonable repairs
necessary to return the Premises to its original condition, reasonable wear and
tear excepted and to repair any damages caused by such removal.

     12. Return of the Premises. Tenant agrees to return the Premises to
Landlord at the expiration or prior termination of this Lease in good condition
and repair, reasonable wear and tear, damage by storm, fire, lightning,
earthquake or other casualty alone excepted. All trash and debris and Tenant's
personal property shall be removed from the Premises, all floors will be broom
cleaned, all carpets will be vacuumed, all restrooms will be cleaned and all
cobwebs or indications of other animal or bird encroachments will be cleaned
and/or removed from the Premises. All keys, alarm codes, equipment warrantees,
and HVAC (or other equipment used in the operation of the building and belonging
to Landlord) maintenance records kept by Tenant will be turned over to Landlord
within 30 days after Tenant vacating the Premises.

     13. Condemnation. If the whole of the Premises, or such portion thereof as
will make the Premises unusable for the purpose herein leased, be condemned by
any legally constituted authority for any public use or purpose or if Landlord
sells the Premises under threat of condemnation, then in either of said events
the term hereby granted will cease from the time when possession thereof is
taken by public authorities, and rental will be accounted for as between
Landlord and Tenant as of that date.

If there is a partial taking and if it is not so extensive as to render the
remaining portion (after restorations) unsuitable for the business of Tenant,
then this Lease will continue in effect and Landlord, upon receipt of the award
in condemnation, will expeditiously commence and complete all necessary repairs
and restorations to the Premises so as to constitute the portion of the building
not taken a complete architectural unit and restore the Premises as nearly as

                                       5



practicable to its prior condition; provided, however, that such work does not
exceed the scope of the original construction, and Landlord will not be under
any duty to expend amounts in excess of the award received by Landlord. Rent,
taxes and other charges payable by Tenant will equitably abate while Landlord's
repairs and restorations are in process. If a partial taking consists only of a
street widening or utility easement which, is reasonably determined not to
materially affect Tenant's use of the Premises including Tenant's parking and
any outside storage areas, this Lease will continue in full force and effect
without abatement of rent, taxes or other charges.

All compensation awarded for such taking or condemnation, whether for the whole
or for any part of the Premises, shall be the property of Landlord, whether such
compensation is for diminution in the value of the leasehold interest of Tenant,
the fee of the Premises, or otherwise, and Landlord shall be entitled to the
entire amount of any award for such taking or condemnation. The Tenant shall,
however, be entitled to recover from the condemning authority, if permitted by
law, any actual relocation expenses and compensation for the taking of any trade
fixtures.

     14. Compliance with Laws, Etc. Tenant agrees, at its own expense, to
promptly comply with all requirements of any legally constituted public
authority made necessary by reason of Tenant's use of said Premises. The Tenant
shall also be liable for: (a) repairs, alterations, replacements of retrofitting
required by the accessibility or path of travel requirements set forth in Title
III of the Americans With Disabilities Act of 1990, 42 USC (S) 12101, et seq.
and regulations and guidelines promulgated thereunder, as amended from time to
time (collectively, the "ADA"); (b) repairs, alterations or replacements
required to comply with federal, state or local indoor air quality laws, rules
or regulations; (c) repairs or replacements incident to CFC conversions for
heating and cooling systems; (d) installation, modification or upgrade of fire
protection and sprinkler systems; and (e) repairs, alterations or replacements
described in Exhibit "B" attached, if applicable.

     15. Assignment. Except as set forth below, Tenant may not assign this
Lease, or any interest thereunder, or sublet the Premises in whole or in part
without prior written consent of Landlord after notice of its intent to assign
or sublease, which consent shall not be unreasonably withheld, conditioned or
delayed. Tenant shall provide Landlord with the customary financial information
regarding the proposed assignee or subtenant and a statement regarding the
intended use of the property by said assignee or subtenant, except with respect
to any assignee or subtenant that is an affiliate of Tenant. Provided any such
subtenant or assignee uses the Premises for a current and existing use of
Tenant's business (regardless of whether that business is the business being
operated by the branch of Tenant currently occupying the Premises), Tenant may
(a) sublet all or part of the Premises to any corporation, the majority of whose
shares are owned by Tenant, during the period of such majority ownership only or
(b) assign this Lease to any corporation which owns more than fifty percent
(50%) of Tenant's issued and outstanding shares, or which succeeds to the entire
business of Tenant through purchase, merger, consolidation or reorganization, or
to any affiliate sharing common majority ownership with the Tenant without
Landlord's approval but with written notice of such transfer. Subtenants or
assignees will become liable directly to Landlord for all obligations of Tenant
hereunder, without relieving Tenant's liability hereunder. Notwithstanding
anything herein to the contrary, in no

                                       6



event shall any subtenant or assignee use the Premises for any immoral purpose,
including, but not limited to, massage parlors, adult bookstores, adult
theaters, adult amusement facilities, or any other type of facility selling,
leasing or displaying pornographic materials. In addition, the use of any
Hazardous Materials, other than those Hazardous Materials currently used in
Tenant's business (which Hazardous Materials shall be used in conformity with
all laws), by any subtenant or assignee shall be subject to Landlord's sole, but
reasonable, discretion. As a condition of Tenant's ability to sublease the
Premises, any sublease payments in excess of the rents due under this Lease
shall be payable to the Landlord as payments are received by the Tenant.

     16. Mortgagee's Rights. Tenant's rights will be subordinate, inferior and
subject to any bona fide mortgage or deed to secure debt which is now, or may
hereafter be, placed upon the Premises by Landlord, and Tenant agrees to execute
and deliver such documentation as may be reasonably required by any such
mortgagee to effect any subordination. Provided, however, as a condition to such
subordination, Landlord must secure from each mortgagee a nondisturbance
agreement, in a form reasonable and customarily utilized in the commercial
lending industry, providing that in the event of a foreclosure the mortgagee
will recognize the validity of this Lease and, provided that Tenant is not in
default, will not disturb Tenant's possession or its rights under this Lease.
Tenant shall attorn to such mortgagee or subsequent owner.

     17. Use of the Premises. The Tenant may use the Premises for all existing
Tenant uses and for warehouse, sales, outside storage and office purposes, and
for no other use or purpose. The Premises will not be used for any illegal
purposes, nor in any manner to create any nuisance or trespass; nor in any
manner to vitiate the insurance, based on the above purposes for which the
Premises are leased.

     18. Signs. Tenant will have the right to erect at Tenant's sole expense
signage at the entrance to and upon the Premises, including but not limited to a
customary trade sign identifying the business of Tenant. The erection of signage
by Tenant will be subject to and in conformity with all applicable laws, zoning
ordinances and building restrictions or covenants of record. On or before
termination of this Lease, Tenant will remove the signage thus erected, and will
repair any damage or disfigurement, caused by such removal. All signage proposed
by Tenant shall be subject to Landlord's review and approval, which approval
shall not be unreasonably withheld, conditioned or delayed.

     19. Entry for Carding, etc. Landlord may card the Premises "For Rent" or
"For Sale" one hundred eighty (180) days before the termination of this Lease.
Landlord may enter the Premises at reasonable hours during the term of this
Lease to exhibit the same to prospective purchasers, to insure compliance by
Tenant under the Lease and to make repairs required of Landlord under the terms
hereof.

     20. Indemnity. Landlord and Tenant agree to indemnify and save harmless
each other and their respective affiliates, directors, officers, employees,
agents, servants, attorneys and representatives from any and all claims, causes
of action, damages, fines, judgments, penalties, costs, liabilities, expenses or
losses (including without limitation, reasonable attorneys' fees)

                                       7



arising during or after the Term including without limitation during the period
of time that Tenant or Tenant's predecessors in interest have occupied the
Premises under the Existing Lease or previous leases as a result of any breach
of their respective obligations under Paragraphs 7 and 14 of this Lease.

Tenant agrees to indemnify and save harmless Landlord and its parents,
subsidiaries, affiliates, directors, officers, employees, agents, servants,
attorneys and representatives from any and all claims, causes of action,
damages, fines, judgments, penalties, costs (including environmental clean-up
costs and response costs), liabilities, expenses or losses (including without
limitation, reasonable attorneys' fees and expenses of litigation and the
retention of independent counsel protecting Landlord's interests) arising during
or after the Term including without limitation during the period of time that
Tenant or Tenant's predecessors in interest have occupied the Premises under the
prior lease or previous leases: (a) as a result of any violation by Tenant of
any applicable federal, state or local environmental laws or regulations, as
now, previously or hereinafter in effect, regulating, relating to or imposing
liability or imposing standards of conduct concerning any Hazardous Materials;
or (b) as a result of the presence, disturbance, discharge, release, removal or
cleanup of Hazardous Materials or as a result of environmental contamination or
other similar conditions which existed after commencement of the Tenant's or
Tenant's predecessor's in interest original occupancy of the Premises under
previous leases and which was caused by or brought onto the Premises by Tenant,
Tenant's predecessors in interest or their respective agents, contractors,
employees, licensees and invitees; or (c) as a result of any violation by Tenant
of the accessibility or path of travel requirements of the ADA; or (d) as a
result of Tenant's (and its subtenants and assigns) use and occupancy of the
Premises since Tenant's initial occupancy. These indemnities will survive the
expiration, cancellation or termination of the Lease. In no event, however,
shall Tenant be liable for the acts of Landlord, prior owners of the Premises or
any other tenants of the Premises, it being the intent of the parties that
Tenant be liable only for its own acts and those of its employees, licensees,
agents, subtenants and assigns.

In the event Landlord becomes involved through or on account of the terms of
this Lease, or through or on account of the use or occupancy of the Premises by
Tenant, or through or on account of the conduct of Tenant's business on or about
the Premises in any controversy or litigation with a third party, Landlord shall
be entitled to retain independent counsel for the purpose of protecting or
defending Landlord for all of Landlord's costs and attorneys' fees. If Landlord
so requests, Tenant shall execute and deliver to Landlord an indemnifying bond
with surety satisfactory to Landlord, which bond shall provide for the discharge
and payment of any and all final judgments, liens, costs, damages, expenses, and
obligations of Landlord whatsoever, in or arising out of the controversy or
litigation involving Landlord, including all costs, expenses and attorneys'
fees, incurred by Landlord in protecting Landlord's interest or defending
Landlord in such controversy or litigation. In the event Tenant and Landlord
cannot agree on the amount of any such bond, Landlord shall be entitled to have
a court of competent jurisdiction to determine the amount of such bond.

     21. Default of Tenant. It is mutually agreed that in the event: (a) the
rent herein reserved is not paid at the time and place when and where due and
Tenant fails to pay said rent within five (5) days after written demand from
Landlord; or (b) Tenant will fail to comply with

                                       8



any material term, provision, condition, or covenant of this Lease, other than
the payment of rent, and will not cure such failure within thirty (30) days
after notice to Tenant of such failure to comply or such additional time period
as may reasonably be necessary to effect a cure of the default provided that
Tenant commences within said thirty (30) day period and diligently pursues a
cure of the default to completion; or (c) Tenant causes any lien to be placed
against the Premises and does not cure the same within thirty (30) days after
notice from Landlord to Tenant demanding cure; or (d) proceedings under the
Bankruptcy Act for bankruptcy are filed by or against Tenant as Tenant's
performance hereunder, and if filed against Tenant, have not been dismissed
within thirty (30) days after the filing; or (e) an assignment of Tenant's
property for the benefit of creditors is made; or (f) a receiver, conservator,
or similar officer is appointed by a court of competent jurisdiction to take
charge of all or a substantial part of Tenant's property and within thirty (30)
days after appointment the officer is not discharged and possession of the
property is not restored to Tenant; or (g) Tenant's interest in the Premises or
under this Lease is the subject of taking or levy under execution, attachment,
or other process of law and the action is not cancelled or discharged within
thirty (30) days after its occurrence; or (h) Tenant abandons the Premises and
leaves it in a condition that could be vandalized or occupied by unauthorized
third parties; THEN in any of such events, Landlord will have the option to do
any of the following, in addition to, and not in limitation of any other remedy
permitted by law or in equity or by this Lease: (1) re-enter and repossess the
Premises and remove any property of Tenant thereon and store the same elsewhere
at Tenant's expense without relieving Tenant from any liability or obligation;
or (2) relet the Premises or any part thereof for Tenant's account, but without
obligation to do so and without relieving Tenant from any liability or
obligation, applying any amount received by Landlord from reletting first to all
reasonable costs and expenses incurred by Landlord in reletting; or (3) bring an
action then or thereafter against Tenant to recover the amount of any payment
owing by Tenant to Landlord as the same is due, becomes due, or accumulates; or
(4) accelerate all rent due under this Lease and bring then or thereafter an
action for all such amounts due and owing by Tenant to Landlord; or (5)
terminate this Lease by giving Tenant written notice thereof, without relieving
Tenant from any obligation or liability for payments theretofore or thereafter
becoming due or any other present or prospective damages or sums due or provided
by law or this Lease and resulting from Tenant's default; or (6) terminate this
Lease, relieving Tenant of any liability or obligation for rental payments or
others payments thereafter becoming due; or (7) exercise any combination of the
above remedies or any other remedy provided by law or in equity. Landlord's
remedies set forth in this Lease are cumulative and are not in limitation of any
remedies given by law or in equity. Landlord's forbearance to terminate shall
not waive Landlord's right to do so in the event of a continuing or subsequent
default. Any notice in this provision may be given by Landlord or its attorney.
No termination of this Lease prior to the normal ending thereof, by lapse of
time otherwise, will affect Landlord's right to collect rent for the period
prior to the termination thereof. Landlord's right to pursue any remedy afforded
to it herein or at law or in equity shall be subject to an obligation on the
part of the Landlord to take all reasonable and prompt action required by
Florida law to mitigate its damages as a result of any Tenant default.

     22. Default of Landlord. Should Landlord fail to perform any of its
obligations hereunder, Landlord will have a period of thirty (30) days after its
receipt of written notice from Tenant of a failure of performance within which
to commence a cure of that failure or such additional period of time as may
reasonably be necessary to effect a cure of the default provided

                                       9



that Landlord commences said cure within said thirty (30) day period and
diligently pursues a cure of the default to completion. Failure of Landlord to
commence that cure within the 30-day period or to effect that cure within that
30-day period or the additional period as provided above will be an event of
default under this Lease and Tenant may, at its option, elect to: (a) bring an
action to require specific performance of Landlord's obligations; (b) provide
Landlord with an additional period of time within which to effect that cure; (c)
commence such cure itself, and Tenant may either, at its option, offset any
expenses it incurs in effecting such cure against the rent and other charges due
and payable by Tenant hereunder, or require that Landlord immediately reimburse
Tenant for its expenses; provided, however, in the event of an emergency, Tenant
may immediately effect a cure of Landlord's failure should Landlord fail to act
immediately to do so, without the requirement of any notice by Tenant to
Landlord; and/or (d) pursue any other remedies provided herein or provided by
law.

     23. Warranties. Landlord warrants that Landlord owns the Premises in fee
simple and has the right to enter into this Lease and that the Premises are free
from liens and encumbrances except for utility easements and un-violated
restrictive covenants which do not materially adversely affect Tenant's intended
use of the Premises; and covenants that Tenant, provided it performs all of its
obligations under this Lease, will peaceably and quietly enjoy the Premises
during the Lease term without any disturbance from Landlord, anyone claiming by,
through or under Landlord, or any other party, except as otherwise specifically
provided in this Lease.

     24. Holding Over. If Tenant remains in possession of the Premises after
expiration of the term hereof, with Landlord's acquiescence and without any
express agreement of the parties, Tenant will be a tenant-at-will at the rental
rate equal to 150% of the rent in effect at end of the Lease; and there will be
no renewal of this Lease by operation of law.

     25. Notices. Any notice given pursuant to this Lease will be in writing and
sent by certified mail to:

     (a)  Landlord: Hughes, Inc.
                    P.O. Box 568065
                    Orlando, Florida 32804
                    Attention: Vincent Hughes
                    Phone No.:(407) 648-8587 / Fax No.:
                                                       ----------------

                    and

                    Hughes, Inc.
                    1411 Edgewater Drive, Suite 200
                    Orlando, Florida 32804
                    Attention: Vincent Hughes
                    Phone No.:(407) 648-8587 / Fax No.:
                                                       ----------------

                              [LANDLORD TO VERIFY]

or to such other address as Landlord may hereafter designate in writing to
Tenant.

                                       10



     (b)  Tenant:   Hughes Supply, Inc.
                    20 North Orange Avenue, Suite 200
                    Orlando, Florida 32801
                    Attention: Associate General Counsel
                    Phone No.: (407) 841-4755 / Fax No.: (407) 649-3018

or to such other address as Tenant may hereafter designate in writing to
Landlord.

     26. Recording. This Lease shall not be recorded by either party.

     27. Construction of Lease Terms. The terms of this Lease will not be
construed more strongly against any party, regardless of which party was
responsible for the preparation and drafting of this Lease.

     28. Attorneys and Other Professional Fees. In any litigation between the
parties regarding this Lease, the losing party agrees to pay to the prevailing
party its reasonable attorneys', paralegals', accountants', consultants', and
experts' fees and expenses of litigation at all trial, appellate and alternative
dispute resolution levels and forums. For purposes of this paragraph, a party is
to be considered the prevailing party if:

     (a)  it initiated the litigation and obtains (by judgment or agreement)
          substantially the relief sought; or

     (b)  it did not initiate the litigation and the other party does not obtain
          (by judgment or agreement) substantially the relief sought.

     29. Waiver of Rights. No failure of Landlord to exercise any power given
Landlord hereunder, or to insist upon strict compliance by Tenant with its
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof will constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof.

     30. Rights Cumulative. All rights, powers and privileges conferred
hereunder upon the parties hereto will be cumulative but not restrictive to
those given by law.

     31. Time of Essence. Time is of the essence of this Agreement.

     32. Definitions. "Landlord" as used in this Lease will include first party,
its heirs, representatives, assigns, and successors in title to the Premises.
"Tenant" will include second party, its heirs and representatives, assigns and
successors, and if this Lease will be validly assigned, or sublet, will include
also Tenant's assignees or sub-Tenants, as to the Premises covered by such
assignment or sub-lease. "Landlord" and "Tenant" include male and female,
singular and plural, corporation, partnership or individual, as may fit the
particular parties.

                                       11



     33. Entire Agreement. This Lease contains the entire agreement of the
parties hereto, and no representations, inducements, promises or agreements,
oral or otherwise, between the parties, not embodied herein, will be of any
force or effect.

     34. Severability and Governing Law. If any term, covenant or condition of
this Lease or the application thereof to any person, entity or circumstance
will, to any extent, be invalid or unenforceable, the remainder of this Lease,
or the application of such term, covenant, or condition to persons, entities or
circumstances other than those which or to which sued may be held invalid or
unenforceable, will not be affected thereby, and each term, covenant or
condition of this Lease will be valid and enforceable to the fullest extent
permitted by law. This Lease shall be governed by and construed in accordance
with the law of the state in which the Premises are located. Venue shall lie in
the State courts for the County where the Premises is located.

     35. Brokerage. On or before the commencement of the additional term of this
Lease, Landlord will pay a real estate commission to: Realty Capital Advisors,
Inc. as Landlord's representative and listing broker pursuant to a separate
agreement. Each of Landlord and Tenant warrants to the other that, other than as
stated in this Paragraph, and as specifically set forth herein, no commissions
are payable or due to any other broker or finder in connection with this Lease
and each of Landlord and Tenant agrees to indemnify, defend and hold the other
harmless from and against any commissions or fees or claims for commissions or
fees arising under the indemnifying party, which indemnification will expressly
survive the termination of this Lease. Tenant agrees that any fee or other
remuneration to Mohr Partners, Inc. shall be the sole responsibility of Tenant
and Tenant shall indemnify Landlord and Realty Capital Advisors, Inc. from any
claims brought by, or on behalf of, Mohr Partners, Inc.

     36. Radon Gas. RADON GAS: Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in the
state in which the Premises are located. Additional information regarding radon
and radon testing may be obtained from your county public health unit.

     37. Mechanic's Liens. Landlord's interest in the Premises is not subject to
liens for improvements or work made or done by Tenant to or upon the Premises,
and such liability is expressly prohibited as contemplated by Section 713.10,
Florida Statutes. Tenant shall not cause or permit any mechanic's lien to be
placed against the Premises. If any mechanic's lien is placed against the
Premises, or any claim thereof is filed against the premises as the result of
anything done or permitted by Tenant, Tenant shall cause the same to be removed
within thirty (30) days after being notified thereof, and shall indemnify and
hold Landlord harmless from adverse effects thereof; provided, however, Landlord
shall have the right to pay and discharge any such lien if the same is not
removed by Tenant as provided herein, and Tenant shall forthwith pay to Landlord
all amounts incurred by Landlord in removing such lien, or protecting against
such lien, including, without limitation, attorneys' fees and costs.

     38. Relationship of Parties. Nothing contained in this Lease shall
constitute or be construed to create the relationship of principal and agent,
partnership, joint venturers or any other relationship between the parties
hereto other than the relationship of Landlord and Tenant.

                                       12



     39. Certificates. Landlord and Tenant shall at any time from time to time,
upon not less than twenty (20) days prior written notice from the other party,
execute, acknowledge and deliver to the other party a statement, in writing,
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect, as
modified and stating the modifications), and the date to which the rental has
been paid and whether or not there is any existing default by Tenant with
respect to any sums of money required to be paid by Tenant under the terms of
this Lease, or whether a notice of default has been served by Landlord or
Tenant, it being intended that any such statement delivered pursuant to this
paragraph may be relied upon by any prospective or existing mortgagee or
assignee of any mortgage or purchaser of the Premises or by any prospective
assignee or subtenant of the leasehold estate. If any such certification by
Landlord shall allege non-performance by Tenant the nature and extent of such
non-performance, insofar as actually known by Landlord, shall be summarized
therein.

     40. Hazardous Materials. The term "Hazardous Substances," as used in this
Lease shall include, without limitation, flammables, explosives, radioactive
materials, asbestos, polychlorinated biphenyls (PCB's), chemicals known or
suspected to cause cancer or reproductive disorders or birth defects,
pollutants, contaminants, hazardous wastes, solid wastes, mold, mildew,
hazardous materials, hazardous substances, toxic substances or related
materials, petroleum and petroleum products, including without limitation, any
compound or substance containing any of the foregoing, and substances declared
to be hazardous or toxic under any law, statute, ordinance, or court order or
decision, or any regulation promulgated by any agency or governmental entity,
now in effect or enacted, passed decided or promulgated at any time in the
future or that existed in the past during the Tenant's or Tenant's predecessor
in interest's previous occupancy.

          (a) Tenant's Restrictions. Tenant shall not cause, have caused or
affirmatively permit and shall take reasonable steps to avoid causing:

               (1) Any violation of any federal, state or local law, statute,
     ordinance or regulation, previously, now or hereafter enacted or
     promulgated, related to the presence, escape, seepage, leakage, spillage,
     discharge, emission or release of any Hazardous Substance on, under or
     about the Leased Premises or any other environmental conditions, on, under
     or about the Premises.

               (2) The use, generation, manufacture, refining, production,
     processing, storage or disposal of any Hazardous Substance on or about the
     Premises without Landlord's prior written consent, which written consent
     may be denied, withdrawn, conditioned or modified by Landlord at any time
     and from time to time in its sole and absolute discretion. Notwithstanding
     the foregoing, Landlord acknowledges and consents to Tenant's lawful use,
     storage and sale of those Hazardous Substances that are currently used,
     stored or sold by Tenant in the ordinary course of its business (it being
     the intent of the parties that "the ordinary course of its business" shall
     include all operations of Tenant existing at the execution of this Lease,
     regardless of whether such business is being operated on the Premises), as
     well as comparable or equivalent substances that may

                                       13



     be used, stored or sold by Tenant in the future, which consent may not be
     revoked or conditioned provided Tenant is complying with all applicable
     laws, rules and regulations governing such Hazardous Materials.

          (b) Tenant's Covenants. Throughout the term of this Lease, Tenant
shall:

               (1) Afford the Landlord full and complete access to and upon the
     Premises upon reasonable prior notice and, during Tenant's business hours,
     except in the event of an emergency, in which event no prior notice is
     required so that Landlord and/or its employees or consultants may
     investigate Tenant's compliance with all environmental laws or to determine
     whether any Hazardous Substances exist or are present on, under or about
     the Premises.

               (2) Except as specifically set forth herein, at Tenant's sole
     cost and expense, cause the Premises and all of Tenant's business
     operations thereon to comply with all laws, statutes, ordinances and
     regulations governing the use, generation, transportation, storage, release
     or disposal of any Hazardous Substances by Tenant, its employees, agents or
     contractors ("Tenant Parties"). Notwithstanding anything herein to the
     contrary, Tenant shall not be responsible for curing any non-compliance
     which (i) arose prior to Tenant's initial occupancy of the Premises; and/or
     (ii) arose or may arise from an off-site source and which was not caused by
     the acts and/or omissions of Tenant or Tenant Parties; and/or (iii) arose
     or may arise as a result of the acts or omissions of Landlord, its agents,
     licensees and assigns, or any third party, it being the intent of the
     parties that Tenant shall be responsible only for the compliance of Tenant
     and Tenant Parties.

               (3) In the event that Tenant receives any warning, notice of
     violation, complaint or order in regard to any private or governmental
     action or investigation taken related to or in any way connected with the
     presence of any Hazardous Substances on, under or about the Premises,
     Tenant shall immediately upon receipt thereof deliver a copy of any such
     warning, notice or order to the Landlord.

               (4) In the event that Tenant has used or uses, generates,
     transports or stores any Hazardous Substances on or about the Premises and
     Landlord has consented to such use, generation, transportation, or storage
     in writing, then as an additional condition of such consent Tenant shall at
     its sole costs and expense apply for, obtain and continuously and
     completely comply with the conditions of any and all permits and approvals
     required therefor by any governmental authority, agency or instrumentality.

               (5) To the extent required by any applicable law related to the
     use, generation, production or storage of Hazardous Substances, Tenant
     shall keep and maintain complete and accurate records available at all
     times for inspection by Landlord, of all manifests, receipts, bills of
     lading and other indicia or evidence of the receipt of all Hazardous
     Substances and the subsequent use, processing, disposal and/or shipment of
     the Hazardous Substances, all as may be required to confirm that no loss or
     release of Hazardous Substances has occurred, or if a loss or release has
     occurred, the

                                       14



     documentation will confirm the exact nature of the loss or release, and
     Tenant shall, if requested by Landlord, supply copies of all documents to
     Landlord.

               (6) In the event that the Tenant shall place upon the Premises
     any underground storage tanks, Tenant shall be responsible at its sole cost
     and expense for complete and continuous compliance with each and every one
     of the requirements of any statute or regulation with respect to
     underground storage tanks, including without limitation, Florida
     Administrative Code Chapter 17-761 and any subsequent additions or
     amendments thereto or replacements therefor, including without limitation
     the requirements regarding registration, installation, operation, repairs,
     notification, reporting, record keeping, financial responsibility of the
     operator, tank and piping performance standards, system release detection
     standards, release detection and tightness testing standards, inventory
     monitoring and reconciliation, removal from service and/or closure. All
     inventory records and testing records as may be required under Florida
     Administrative Code Chapter 17-761 shall be available for inspection by
     Landlord at any time and from time to time and all submittals to the
     Florida Department of Environmental Regulation in regard to the underground
     storage tank shall also be simultaneously delivered to Landlord.

               (7) In the event the Premises shall contain any above ground
     storage tank or storage vessel placed by Tenant, its employees, agents or
     contractors, Tenant shall be responsible at its sole cost and expense for
     complete and continuous compliance with any statues or regulations
     pertaining thereto and shall construct, after prior written approval by
     Landlord of all plans therefor, all containment dikes, revetments, holding
     areas, catch basins, or other structures or devices required by law or
     regulation. Landlord's approval of such plans shall not constitute an
     acceptance by Landlord of such construction as satisfactory for regulatory
     purposes, but shall only constitute approval for the construction to occur.

          (c) Injunctive Relief. In the event of Tenant's violation of or
noncompliance with any of the restrictions or covenants (respectively a
"Restriction" or a "Covenant") set forth in sub-paragraphs (a) and (b) above,
Tenant acknowledges and agrees that Landlord shall be irreparably harmed and may
not have an adequate remedy at law. Accordingly, Tenant hereby covenants and
agrees that in the event of any such violation or noncompliance by Tenant
Parties, Landlord shall be entitled to seek and obtain an injunction prohibiting
any threatened or continuing violation of a Covenant or Restriction, or an order
of specific performance requiring performance of a Covenant, as the case may be,
and the Landlord shall not be required to post any bond or other security in
regard to such injunction.

          (d) Environmental Testing. Landlord shall have the right at any time
and from time to time, to conduct such environmental testing and investigations
as the Landlord deems necessary and desirable. Such investigations and testing
shall be at the expense of Landlord; provided, however, that in the event that
any such investigation or test reveals the presence or existence of any
Hazardous Substance, on, under or about the Premises that is introduced by
Tenant, Tenant's predecessor in interest or their respective employees,
invitees, agents or contractors, other than Hazardous Substances on the Premises
pursuant to an approval

                                       15



of Landlord which is appropriately containerized and documented fully and
completely in accordance with all applicable laws and permit requirements, then
all costs for such investigation or test and any further investigations or tests
desired by Landlord shall be borne solely and completely by Tenant.

          (e) Environmental Clean-up. In the event that any governmental
authority, agency or instrumentality or any private party notifies Tenant of the
existence of any Hazardous Substances on, under or about the Premises that is
introduced by Tenant, or its respective employees, invitees, agents or
contractors, then Tenant shall be solely and completely responsible, liable and
obligated at its sole cost and expense to clean-up and remediate the Premises
and/or any other property contaminated by any Hazardous Substances on, under or
about the Premises arising out of and occurring during the use and occupancy of
the Premises by Tenant in accordance with all standards and requirements of any
applicable government authority. In connection with such clean-up and/or
remediation, Tenant further agrees as follows:

               (1) All reports, plans, investigations and/or other written
     material to be submitted by Tenant and/or its consultants to any
     governmental authority, agency or instrumentality or any private party
     shall be submitted first to Landlord for its review and approval, which
     approval shall not be unreasonably withheld, conditioned or delayed.

               (2) Landlord shall be given prior written notice of and shall be
     afforded the opportunity to attend any discussions with any governmental
     authority, agency or instrumentality in regard to the clean-up and/or
     remediation of any Hazardous Substances on, under or about the Premises, or
     any adjacent lands.

               (3) Tenant shall promptly provide all information regarding the
     use, generation, storage, transportation, disposal, clean-up and/or
     remediation of Hazardous Substances on, under or about the Premises as
     reasonably required by Landlord from time to time.

               (4) Tenant hereby understands and agrees that Landlord shall have
     the right, but shall not be required, at any time to undertake the clean-up
     and remediation of the Premises on its own behalf at Tenant's expense in
     the event that Landlord determines in its reasonable discretion that
     Tenant's efforts have been inadequate. All expenditures of Landlord for
     such clean-up and remediation shall constitute additional rental hereunder
     and immediately due and payable upon invoicing.

          (f) Tenant's Indemnity. Tenant hereby covenants and agrees to
indemnify, defend and hold harmless Landlord, and its respective officers,
directors, beneficiaries, shareholders, partners, agents, employees and
consultants from and against any and all fines, penalties, suits, procedures,
claims, investigations, audits, inquiries and actions of every kind or nature
and any and all fees and costs incurred in connection therewith, including
attorney's fees, paralegal's fees and consultant's fees, whether incurred before
trial, at trial, upon any appellate levels or in any administrative or
bankruptcy proceedings, arising out of or in any way connected with the
presence, escape, seepage, leakage, spillage, discharge, emission or release of
any

                                       16



Hazardous Substances as a result of and during the use and occupancy of the
Premises by the Tenant on, under or about the Premises or any adjacent lands for
any violation or breach by Tenant or Tenant Parties of any of the restrictions
or covenants set forth in this paragraph 40. In the event a claim is made upon
the Landlord, the Landlord shall promptly give notice of such claim to the
Tenant, and shall promptly deliver to Tenant all information and written
material available to the Landlord relating to such claim. If such claim is
first made upon the Tenant the Tenant shall promptly give notice of such claim
to the Landlord. The Tenant shall defend in the name of the Landlord any claim
in any appropriate administrative or judicial proceedings and take whatever
actions may be reasonably requested of the Landlord to permit the Tenant to make
such defense and obtain an adjudication of such claim on the merits, including
the signing of pleadings and other documents, if necessary; provided the Tenant
shall defend the claim with counsel reasonably satisfactory to the Landlord and
Tenant provides the Landlord with evidence reasonably satisfactory to the
Landlord that the Tenant can satisfy the claim if it is upheld. In addition to
the liability for the ultimate settlement or judgment, if any, arising out of
such claim under this paragraph Tenant shall be solely responsible for all the
expenses incurred in connection with such defense or proceedings, regardless of
their outcome including attorney's fees incurred at all trial and appellate
levels.

          (h) Survival. Tenant's duties, obligations and liabilities under this
paragraph are a material inducement for Landlord to enter into this Lease and
shall survive the expiration or other termination of this Lease Agreement.

     41. Reimbursement for Costs. Landlord and Tenant acknowledge that Tenant
has expended a considerable amount of time and effort in negotiating this Lease
(and the other amended and restated) with Landlord. To compensate Tenant for its
efforts, Landlord hereby agrees to pay to Tenant, in equal annual installments,
due and payable on the first day of any such lease year, an amount equal to two
percent (2%) of the base rents payable throughout the term of this Lease,
exclusive of all taxes, insurance, utilities, maintenance, and repair costs and
other expenses to be paid by Tenant hereunder.

     IN WITNESS WHEREOF, the parties herein have executed this Lease on the day
and year first above written.

                                             "LANDLORD"

Witnesses:                                   HUGHES, INC., a Florida corporation


- -------------------------------              By:
                                                --------------------------------

Printed:                                     Printed:
        -----------------------                      ---------------------------

                                             Title:
- -------------------------------                    -----------------------------

Printed:
        -----------------------

                                       17



                                             "TENANT"

                                             HUGHES SUPPLY, INC., a Florida
                                             corporation


- -------------------------------              By:
                                                --------------------------------

Printed:                                     Printed:
        -----------------------                      ---------------------------

                                             Title:
- -------------------------------                    -----------------------------


Printed:
        -----------------------

                                       18



                                   EXHIBIT "A"

                         (Sketch and Legal Description)

                                       19



                                Legal Description

A portion of the Northerly 1/2 of Lot 4, Block 33, Mason and Carswell
Subdisivion, as recorded in Map Book 2, Page 90, Public Records of Volusia
County, Florida, being described as follows: Commencing at an intersection of
the Southerly line of Brentwood Drive, formerly Second Street (a 33 foot right
of way) with the Easterly line of said Lot 4; thence Westerly along the
Southerly line of said Brentwood Drive a distance of 175 feet to the place of
beginning for the following described parcel; thence Southerly and parallel to
the Easterly line of said Lot 4 a distance of 494.04 feet to a point in the
division line between Sykes and Paynter property; thence Westerly along an
established fence line dividing the Sykes and Paynter property a distance of 483
feet to a point in the westerly line of said Lot 4; thence Northerly along the
westerly line of said Lot 4 a distance of 257.3 feet to a point that is 235 feet
Southerly from the Southerly line of said Brentwood Drive; thence Easterly and
parallel to said Brentwood Drive a distance of 199 feet; thence Northerly and
parallel to the Easterly line of said Lot 4 a distance of 110 feet; thence
Easterly and parallel to Brentwood Drive a distance of 65 feet; thence Northerly
and parallel to the Easterly line of said Lot 4 a distance of 125 feet to a
point in the Southerly line of said Brentwood Drive; thence Easterly along the
Southerly line of said Brentwood Drive a distance of 219 feet to the place of
beginning.

Less and except Official Records Book 1043, Page 231, Official Records Book
1723, Page 581, and Official Records Book 2882, Page 1928, Public Records of
Volusia County, Florida.

                                       20



                                   EXHIBIT "B"

                                (Current Repairs)

                                       21



ADDENDUM "A"

                             (ADDITIONAL PROVISIONS)

     THIS ADDENDUM "A" (ADDITIONAL PROVISIONS) ("Addendum") is made and entered
effective as of the 1st day of April, 2003, by and between HUGHES, INC., a
Florida corporation ("Landlord"), and HUGHES SUPPLY, INC., a Florida corporation
("Tenant"), and is attached to and is an integral part of the Subject Lease (as
defined below).

          A. Simultaneous herewith, Landlord and Tenant entered into eleven (11)
different Amended and Restated Lease Agreements for the demised premises
("Premises") described therein (collectively, the "Leases"). In order to
simplify the drafting process, the parties used a form lease to incorporate the
basic provisions of each of the Leases. This Addendum relates to the lease for
the Premises located at 903 Brentwood Drive, Daytona, Florida (the "Subject
Lease"). The purpose of this Addendum is to set forth the site specific
provisions for the Subject Lease.

          B. Landlord and Tenant desire to amend the Subject Lease pursuant to
the terms as set forth below.

     NOW THEREFORE, in consideration of the mutual covenants contained in the
Lease and herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:

     1. All terms and conditions set forth in the Subject Lease are herein
incorporated by this reference and the defined terms set forth herein shall have
the meanings associated to them in the Subject Lease.

     2. The base rent, as referenced in paragraph 3 of the Subject Lease, is as
follows: Annual rent for the first year of the Subject Lease is $98,897.50,
payable in equal monthly installments of $8,241.46. Thereafter, rent for each
successive year of the Subject Lease Term shall increase to an amount equivalent
to 103% of the rent for the immediately preceding year.

     3. The following paragraphs or subparagraphs (as noted) are hereby added to
the Subject Lease:

          (a) Provided it is not then in default under the Subject Lease, Tenant
     may extend the term one (1) time for a five (5) year extension by written
     notice of its election to do so given to Landlord at least one hundred
     eighty (180) days prior to the then-current expiration date. The extended
     term will be on all of the terms and conditions of the Subject Lease,
     including without limitation, the annual increase as set forth in paragraph
     2 above.

     4. The Subject Lease remains in full force and effect as amended above.

                                       22



     IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed effective the date first written above.

WITNESSES:                                   LANDLORD:

                                             HUGHES, INC.,
                                             a Florida corporation


                                             By: /s/ Vincent Hughes
- -------------------------------                  -------------------------------
                                             Name: Vincent Hughes
- -------------------------------              Title:
                                                    ----------------------------
Print Name:
           --------------------

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

Print Name:
           --------------------


                                             TENANT:

                                             HUGHES SUPPLY, INC.,
WITNESSES:                                   a Florida corporation


                                             By: /s/ Mark D. Scimeca
- -------------------------------                 --------------------------------
                                             Name: Mark D. Scimeca
Print Name:                                  Title: Associate General Counsel
           --------------------

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

Print Name:
           --------------------

                                       23



                                                                 Exhibit 10.1(g)

401 Angle Road
Ft. Pierce, Florida

                      AMENDED AND RESTATED LEASE AGREEMENT

     THIS AMENDED AND RESTATED LEASE (this "Lease") is made effective as of
April 1, 2003, by and between HUGHES, INC., a Florida corporation, first party,
hereinafter referred to as "Landlord", and HUGHES SUPPLY, INC., a Florida
corporation, second party, hereinafter referred to as "Tenant" who covenant and
agree as follows:

     WHEREAS, Landlord and Tenant are parties to numerous leases (the "Original
Leases") for various sites located in Florida, including, but not limited to,
that certain lease dated March 31, 1988, as amended (the "Existing Lease"), for
the premises more particularly described therein. Landlord and Tenant are in the
process of amending and restating the majority of the Original Leases, including
the Existing Lease. In order to simplify the drafting of each amended and
restated lease, the parties are using a form document for each site. Attached to
each amended and restated lease is an Addendum "A," Additional Provisions, which
sets forth the site specific provisions for each individual site (the
"Addendum"). In each instance, in the event of any conflict between the amended
and restated lease and the Addendum, the terms of the Addendum shall control;
and

     WHEREAS, Landlord and Tenant desire to extend the term of the Existing
Lease and otherwise amend and restate the terms and conditions thereof. It is
the intent of the parties that this Lease serve as a novation of the Existing
Lease unless specifically stated to the contrary herein.

     NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Landlord and Tenant agree as
follows:

     1. Premises. Landlord, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, reserved and contained, to
be paid, kept and performed by Tenant, has leased and rented, and by these
presents does lease and rent, unto said Tenant, and said Tenant hereby agrees to
lease and take upon the terms and conditions which hereinafter appear, the
following described property (hereinafter called "Premises"). The Premises
consists of real property and improvements located at 401 Angle Road, Ft.
Pierce, Florida, including, without limitation, an approximately 32,200 square
foot building, all as set forth in Exhibit "A" attached hereto and made a part
hereof. Notwithstanding the foregoing, Landlord and Tenant acknowledge that the
square footages are not represented measurements, but estimates only. Tenant has
had the opportunity to verify the square footages, has not done so, and Tenant,
therefore, agrees to hold Landlord harmless from any discrepancy in the
estimated and actual square footage of the building. The parties acknowledge
that the legal description used in the Existing Lease may have been inaccurate,
but that the parties have not been able to verify same prior to the execution of
this Lease. It is in the best interest of the parties that Tenant continue to
use all such space it has been using under the Existing Lease, regardless of the
actual legal description or other depiction of the Premises contained in the
Existing Lease. Exhibit "A" contains both a sketch of the Premises and the legal
description. In the event of any dispute as to



what comprises the Premises, the actual space used by Tenant under the Existing
Lease shall be the accepted description, with the sketch controlling over the
address of the Premises, and the address of the Premises controlling over the
legal description attached hereto. Notwithstanding anything herein to the
contrary, Landlord shall have the right, within sixty (60) days of the execution
of this Lease, to have a new survey of the Premises prepared and, upon approval
by Tenant, said survey shall serve as the legal description for the Premises. In
the event a new survey is prepared and available prior to execution of this
Lease, the legal description and depiction set out in the new survey (which will
be a part of the Exhibit "A" attached hereto), approved by both parties, shall
control.

     2. Term. Tenant shall continue to have and hold the Premises for an
additional term of five (5) years, said additional term to commence effective as
of April 1, 2003, and to end on March 31, 2008.

     3. Rental. Tenant shall pay as rental for the Premises for the term of this
Lease the amounts set out in Addendum "A" attached hereto and made a part
hereof. The rental shall be due and payable without setoff or deduction, except
as specifically provided herein, in equal monthly installments as set out in
Addendum "A" in advance on the 1st day of each and every calendar month during
the term of this Lease. The first payment of such rental is to be made on April
1, 2003; provided, however, Landlord acknowledges that Tenant has already paid
the rent for the months of April and May, 2003, pursuant to the terms of an
extension agreement between the parties, and therefore Landlord agrees that only
the difference between the rent due under the Existing Lease and the rent due
under this Lease shall be due and payable for the month of April. All rental due
and payable under this Lease shall be made payable to: HUGHES, INC. and
delivered to the following address: P.O. Box 568065, Orlando, Florida 32856-8065
or such other address as Landlord may designate in writing to Tenant from time
to time. For questions regarding payment of rental under this Lease, Tenant may
call: Vincent Hughes at the following phone number: (407) 648-8587.

     4. Utility Bills. Tenant will pay all utility bills of all types,
including, but not limited to, water and sewer, natural gas, electricity and
sanitary pick up bills for the Premises, or used by Tenant in connection
therewith. If Tenant does not pay same, Landlord may, but shall not be obligated
to pay the same, and such payment will be added to the rental of the Premises
and reimbursed immediately to Landlord upon invoicing to Tenant.

     5. Taxes. Provided that Landlord has made arrangements for all tax-related
notices and bills to be promptly delivered directly to or forwarded to Tenant,
Tenant will pay all real property taxes, non ad valorem assessments and/or
special assessments (provided, however, that as to special assessments used to
fund improvements benefiting or located on or in the vicinity of the Premises,
which improvements have a useful life in excess of the then-remaining portion of
the additional term of this Lease, the assessments shall be paid in installments
over the longest period permitted by law or ordinance, with Tenant responsible
only for the prorated portion of such special assessments allocable to the
portion of such useful life occurring during the term of this Lease, which may
be assessed by any lawful authority against the Premises during the term of this
Lease (including any extension), including any partial year, in November of each
year or at the earliest date possible to take advantage of the maximum discount
available. Tenant shall

                                       2



provide Landlord with evidence of payment of the same within fifteen (15) days
after said payment. Tenant will pay any and all ad valorem taxes assessed
against the personal property located on the Premises, during the entire term
thereof. Tenant shall have the right, at Tenant's sole expense, to appeal any
and all taxes applicable to the Premises and Landlord agrees that Landlord will
cooperate with Tenant reasonably and sign all documents reasonably required in
connection with any such appeal. Tenant may delay payment of any portion of such
taxes which are the subject of an appeal until the resolution of such appeal, in
which event Tenant shall be solely responsible for the payment of any penalties,
interest, or additional taxes which result from such delay. Notwithstanding the
foregoing, Tenant shall not permit the filing of a tax lien against the
Premises. Tenant shall pay all applicable sales, excise or other taxes as
required by law (but not income taxes) which are due and payable on the rents
and other sums paid by Tenant hereunder at the time of payment of said rental
and other sums to Landlord. Real Estate taxes for any partial lease years shall
be prorated and paid within thirty (30) days after invoicing by Landlord.

     6. Insurance. Tenant shall carry, at Tenant's sole cost and expense and
throughout the term of this Lease and all renewals and extensions thereof: (a)
"All Risk" insurance coverage on the demised Premises in an amount not less than
the full insurable value (the term "full insurable value" will mean the actual
replacement cost, excluding foundation and excavation costs, as reasonably
determined by Landlord; (b) insurance coverage on all equipment, fixtures and
appliances owned by Tenant; and (c) comprehensive general liability insurance
coverage with respect to the Premises in an amount not less than $1,000,000.00
per occurrence and $5,000,000.00 in the aggregate.

Landlord and Tenant shall each name the other as an additional insured under all
insurance policies required by each of them to be maintained hereunder and
furnish evidence of such coverages and additional insured status in the form of
certificates of insurance to the other prior to the commencement of the term of
this Lease and at least fifteen (15) days prior to the earlier of the
commencement of each year of the term of this Lease or the date upon which such
insurance coverage would otherwise lapse if not renewed. All insurance provided
for in this Lease will be effected under enforceable policies issued by insurers
of recognized responsibility licensed to do business in the state in which the
Premises are located. If Landlord or Tenant provides any insurance required by
this Lease in the form of a blanket policy, Landlord or Tenant, as the case may
be, shall furnish satisfactory proof that such blanket policy complies in all
respects with the provisions of this Lease and that the coverage thereunder is
at least equal to the coverage which would be provided under a separate policy
covering only the Premises or common areas, if applicable.

If Landlord so requires, the policies of insurance provided for will be payable
to the holder of any mortgage, as the interest of such holder may appear,
pursuant to a standard mortgagee clause. All such policies will, to the extent
obtainable, provide that any loss will be payable to Landlord or to the holder
of any mortgage notwithstanding any act or negligence of Tenant which might
otherwise result in forfeiture of such insurance. All such policies will, to the
extent obtainable, contain an agreement by the insurers that such policies will
not be canceled without at least thirty (30) days prior written notice to
Landlord and to the holder of any mortgage to whom loss hereunder may be
payable.

                                       3



If Tenant fails to maintain all insurance as provided above, or fails to furnish
Landlord timely proof and assurance of the existence and continuance of the
insurance, such failure shall be deemed a default hereunder, and Landlord may
terminate this Lease or Landlord may, but is not obligated to, take such
measures as Landlord deems desirable to obtain the insurance for Landlord's
protection, and upon written request, Tenant shall immediately reimburse
Landlord for all costs and expenses thereof. Failure of Tenant to immediately
make such payment upon request shall be deemed a default hereunder, for which
Landlord may terminate this Lease or pursue all other rights and remedies
provided under this Lease.

The parties shall fully cooperate in making claims and furnishing information to
the insurer or insurers, and obtaining settlements and payments from the insurer
or insurers.

     7. Maintenance and Repairs by Tenant. Throughout the term of the Lease
(including any extension), Tenant shall, at its own expense, keep and maintain
in substantially the same condition as at the execution of this Lease, ordinary
wear and tear excepted, the interior and exterior of the Premises, including
without limitation, the roof, all structural components of the building or
buildings on the Premises, the parking lot and all driveways, all fences and
other structures on the Premises and all systems pertaining to water,
electrical, HVAC, and lighting. Tenant shall also be responsible for remedying
all health and safety hazards associated with the Premises caused by Tenant or
Tenant's agents or invitees. Tenant will also perform routine and regular
exterior lawn and landscaping maintenance. Tenant shall enter into and maintain
throughout the term of this Lease a service agreement with a reputable vendor
for regular maintenance to the HVAC system serving the Premises, including, but
not limited to, removal of trees and/or bushes growing against structures or
fences. Tenant also shall be responsible for correcting and repairing those
items set out in Exhibit "B" attached and made a part hereof (the "Current
Repairs"), at Tenant's sole cost and expense, within one hundred eighty (180)
days of the execution of this Lease. The Current Repairs should be made in a
manner consistent with the standards of the commercial industry, and Tenant
shall maintain the Current Repairs throughout the term of the Lease (including
any extension) in good condition, ordinary wear and tear excepted. Landlord
shall have the right to have the Current Repairs inspected by an independent
third party, chosen by Landlord, and reasonably acceptable to Tenant (the
"Inspector"), to ensure that the Current Repairs have been made in accordance
with industry standards. It is the intent of the parties that the Inspector's
inspection responsibilities shall relate only to the Current Repairs. Landlord
therefore agrees that the Inspector shall not request any repairs or
modifications which are not specifically designated as a Current Repair and
Tenant shall not be responsible for any repairs or modifications which are not
specifically designated as a Current Repair. Failure to complete repairs and
correction of said items within said one hundred eighty (180) day period shall
constitute a default hereunder and Landlord shall be entitled to all rights and
remedies as provided under this Lease.

     8. [INTENTIONALLY DELETED].

     9. Destruction of or Damage to the Premises. If the Premises are totally
destroyed by storm, fire, lightning, earthquake or other casualty, this Lease
will terminate as of the date of such destruction, and rental will be accounted
for as between Landlord and Tenant as of that

                                       4



date. If the Premises are damaged but not wholly destroyed by any of such
casualties, rental will abate in such proportion as use of the Premises has been
destroyed, and Landlord will restore the Premises to substantially the same
condition as before the damage as speedily as practicable, whereupon full rental
will recommence; however, if the damage will be so extensive the same cannot be
reasonably repaired and restored within three (3) months' time from the date of
the casualty, then either Landlord or Tenant may cancel this Lease by giving
written notice to the other party within thirty (30) days from the date of such
casualty. In such event, rental will be apportioned and paid up to the date of
such casualty.

     10. Modifications and Alterations to the Premises. No modifications,
alterations, or improvements to the building are allowed without the prior
written consent of Landlord, which consent will not be unreasonably withheld,
conditioned or delayed. "Reasonable," as used herein, shall mean using customs
and practices generally accepted in the industry. In addition, as a condition to
any such approval, Landlord may require that any such alterations or
modifications be removed upon termination of the Lease. No openings or cuts
through the roof or the exterior walls of the buildings on the Premises shall be
permitted without the written consent of Landlord which can be granted or denied
in Landlord's reasonable discretion.

     11. Removal of Fixtures. Tenant may (if not in default hereunder) prior to
the expiration of this Lease, or any extension thereof, remove all personal
property, fixtures and equipment which Tenant has placed in the Premises,
provided that during such removal Tenant will make all reasonable repairs
necessary to return the Premises to its original condition, reasonable wear and
tear excepted and to repair any damages caused by such removal.

     12. Return of the Premises. Tenant agrees to return the Premises to
Landlord at the expiration or prior termination of this Lease in good condition
and repair, reasonable wear and tear, damage by storm, fire, lightning,
earthquake or other casualty alone excepted. All trash and debris and Tenant's
personal property shall be removed from the Premises, all floors will be broom
cleaned, all carpets will be vacuumed, all restrooms will be cleaned and all
cobwebs or indications of other animal or bird encroachments will be cleaned
and/or removed from the Premises. All keys, alarm codes, equipment warrantees,
and HVAC (or other equipment used in the operation of the building and belonging
to Landlord) maintenance records kept by Tenant will be turned over to Landlord
within 30 days after Tenant vacating the Premises.

     13. Condemnation. If the whole of the Premises, or such portion thereof as
will make the Premises unusable for the purpose herein leased, be condemned by
any legally constituted authority for any public use or purpose or if Landlord
sells the Premises under threat of condemnation, then in either of said events
the term hereby granted will cease from the time when possession thereof is
taken by public authorities, and rental will be accounted for as between
Landlord and Tenant as of that date.

If there is a partial taking and if it is not so extensive as to render the
remaining portion (after restorations) unsuitable for the business of Tenant,
then this Lease will continue in effect and Landlord, upon receipt of the award
in condemnation, will expeditiously commence and complete all necessary repairs
and restorations to the Premises so as to constitute the portion of the building
not taken a complete architectural unit and restore the Premises as nearly as

                                       5



practicable to its prior condition; provided, however, that such work does not
exceed the scope of the original construction, and Landlord will not be under
any duty to expend amounts in excess of the award received by Landlord. Rent,
taxes and other charges payable by Tenant will equitably abate while Landlord's
repairs and restorations are in process. If a partial taking consists only of a
street widening or utility easement which, is reasonably determined not to
materially affect Tenant's use of the Premises including Tenant's parking and
any outside storage areas, this Lease will continue in full force and effect
without abatement of rent, taxes or other charges.

All compensation awarded for such taking or condemnation, whether for the whole
or for any part of the Premises, shall be the property of Landlord, whether such
compensation is for diminution in the value of the leasehold interest of Tenant,
the fee of the Premises, or otherwise, and Landlord shall be entitled to the
entire amount of any award for such taking or condemnation. The Tenant shall,
however, be entitled to recover from the condemning authority, if permitted by
law, any actual relocation expenses and compensation for the taking of any trade
fixtures.

     14. Compliance with Laws, Etc. Tenant agrees, at its own expense, to
promptly comply with all requirements of any legally constituted public
authority made necessary by reason of Tenant's use of said Premises. The Tenant
shall also be liable for: (a) repairs, alterations, replacements of retrofitting
required by the accessibility or path of travel requirements set forth in Title
III of the Americans With Disabilities Act of 1990, 42 USC (S) 12101, et seq.
and regulations and guidelines promulgated thereunder, as amended from time to
time (collectively, the "ADA"); (b) repairs, alterations or replacements
required to comply with federal, state or local indoor air quality laws, rules
or regulations; (c) repairs or replacements incident to CFC conversions for
heating and cooling systems; (d) installation, modification or upgrade of fire
protection and sprinkler systems; and (e) repairs, alterations or replacements
described in Exhibit "B" attached, if applicable.

     15. Assignment. Except as set forth below, Tenant may not assign this
Lease, or any interest thereunder, or sublet the Premises in whole or in part
without prior written consent of Landlord after notice of its intent to assign
or sublease, which consent shall not be unreasonably withheld, conditioned or
delayed. Tenant shall provide Landlord with the customary financial information
regarding the proposed assignee or subtenant and a statement regarding the
intended use of the property by said assignee or subtenant, except with respect
to any assignee or subtenant that is an affiliate of Tenant. Provided any such
subtenant or assignee uses the Premises for a current and existing use of
Tenant's business (regardless of whether that business is the business being
operated by the branch of Tenant currently occupying the Premises), Tenant may
(a) sublet all or part of the Premises to any corporation, the majority of whose
shares are owned by Tenant, during the period of such majority ownership only or
(b) assign this Lease to any corporation which owns more than fifty percent
(50%) of Tenant's issued and outstanding shares, or which succeeds to the entire
business of Tenant through purchase, merger, consolidation or reorganization, or
to any affiliate sharing common majority ownership with the Tenant without
Landlord's approval but with written notice of such transfer. Subtenants or
assignees will become liable directly to Landlord for all obligations of Tenant
hereunder, without relieving Tenant's liability hereunder. Notwithstanding
anything herein to the contrary, in no

                                       6



event shall any subtenant or assignee use the Premises for any immoral purpose,
including, but not limited to, massage parlors, adult bookstores, adult
theaters, adult amusement facilities, or any other type of facility selling,
leasing or displaying pornographic materials. In addition, the use of any
Hazardous Materials, other than those Hazardous Materials currently used in
Tenant's business (which Hazardous Materials shall be used in conformity with
all laws), by any subtenant or assignee shall be subject to Landlord's sole, but
reasonable, discretion. As a condition of Tenant's ability to sublease the
Premises, any sublease payments in excess of the rents due under this Lease
shall be payable to the Landlord as payments are received by the Tenant.

     16. Mortgagee's Rights. Tenant's rights will be subordinate, inferior and
subject to any bona fide mortgage or deed to secure debt which is now, or may
hereafter be, placed upon the Premises by Landlord, and Tenant agrees to execute
and deliver such documentation as may be reasonably required by any such
mortgagee to effect any subordination. Provided, however, as a condition to such
subordination, Landlord must secure from each mortgagee a nondisturbance
agreement, in a form reasonable and customarily utilized in the commercial
lending industry, providing that in the event of a foreclosure the mortgagee
will recognize the validity of this Lease and, provided that Tenant is not in
default, will not disturb Tenant's possession or its rights under this Lease.
Tenant shall attorn to such mortgagee or subsequent owner.

     17. Use of the Premises. The Tenant may use the Premises for all existing
Tenant uses and for warehouse, sales, outside storage and office purposes, and
for no other use or purpose. The Premises will not be used for any illegal
purposes, nor in any manner to create any nuisance or trespass; nor in any
manner to vitiate the insurance, based on the above purposes for which the
Premises are leased.

     18. Signs. Tenant will have the right to erect at Tenant's sole expense
signage at the entrance to and upon the Premises, including but not limited to a
customary trade sign identifying the business of Tenant. The erection of signage
by Tenant will be subject to and in conformity with all applicable laws, zoning
ordinances and building restrictions or covenants of record. On or before
termination of this Lease, Tenant will remove the signage thus erected, and will
repair any damage or disfigurement, caused by such removal. All signage proposed
by Tenant shall be subject to Landlord's review and approval, which approval
shall not be unreasonably withheld, conditioned or delayed.

     19. Entry for Carding, etc. Landlord may card the Premises "For Rent" or
"For Sale" one hundred eighty (180) days before the termination of this Lease.
Landlord may enter the Premises at reasonable hours during the term of this
Lease to exhibit the same to prospective purchasers, to insure compliance by
Tenant under the Lease and to make repairs required of Landlord under the terms
hereof.

     20. Indemnity. Landlord and Tenant agree to indemnify and save harmless
each other and their respective affiliates, directors, officers, employees,
agents, servants, attorneys and representatives from any and all claims, causes
of action, damages, fines, judgments, penalties, costs, liabilities, expenses or
losses (including without limitation, reasonable attorneys' fees)

                                       7



arising during or after the Term including without limitation during the period
of time that Tenant or Tenant's predecessors in interest have occupied the
Premises under the Existing Lease or previous leases as a result of any breach
of their respective obligations under Paragraphs 7 and 14 of this Lease.

Tenant agrees to indemnify and save harmless Landlord and its parents,
subsidiaries, affiliates, directors, officers, employees, agents, servants,
attorneys and representatives from any and all claims, causes of action,
damages, fines, judgments, penalties, costs (including environmental clean-up
costs and response costs), liabilities, expenses or losses (including without
limitation, reasonable attorneys' fees and expenses of litigation and the
retention of independent counsel protecting Landlord's interests) arising during
or after the Term including without limitation during the period of time that
Tenant or Tenant's predecessors in interest have occupied the Premises under the
prior lease or previous leases: (a) as a result of any violation by Tenant of
any applicable federal, state or local environmental laws or regulations, as
now, previously or hereinafter in effect, regulating, relating to or imposing
liability or imposing standards of conduct concerning any Hazardous Materials;
or (b) as a result of the presence, disturbance, discharge, release, removal or
cleanup of Hazardous Materials or as a result of environmental contamination or
other similar conditions which existed after commencement of the Tenant's or
Tenant's predecessor's in interest original occupancy of the Premises under
previous leases and which was caused by or brought onto the Premises by Tenant,
Tenant's predecessors in interest or their respective agents, contractors,
employees, licensees and invitees; or (c) as a result of any violation by Tenant
of the accessibility or path of travel requirements of the ADA; or (d) as a
result of Tenant's (and its subtenants and assigns) use and occupancy of the
Premises since Tenant's initial occupancy. These indemnities will survive the
expiration, cancellation or termination of the Lease. In no event, however,
shall Tenant be liable for the acts of Landlord, prior owners of the Premises or
any other tenants of the Premises, it being the intent of the parties that
Tenant be liable only for its own acts and those of its employees, licensees,
agents, subtenants and assigns.

In the event Landlord becomes involved through or on account of the terms of
this Lease, or through or on account of the use or occupancy of the Premises by
Tenant, or through or on account of the conduct of Tenant's business on or about
the Premises in any controversy or litigation with a third party, Landlord shall
be entitled to retain independent counsel for the purpose of protecting or
defending Landlord for all of Landlord's costs and attorneys' fees. If Landlord
so requests, Tenant shall execute and deliver to Landlord an indemnifying bond
with surety satisfactory to Landlord, which bond shall provide for the discharge
and payment of any and all final judgments, liens, costs, damages, expenses, and
obligations of Landlord whatsoever, in or arising out of the controversy or
litigation involving Landlord, including all costs, expenses and attorneys'
fees, incurred by Landlord in protecting Landlord's interest or defending
Landlord in such controversy or litigation. In the event Tenant and Landlord
cannot agree on the amount of any such bond, Landlord shall be entitled to have
a court of competent jurisdiction to determine the amount of such bond.

     21. Default of Tenant. It is mutually agreed that in the event: (a) the
rent herein reserved is not paid at the time and place when and where due and
Tenant fails to pay said rent within five (5) days after written demand from
Landlord; or (b) Tenant will fail to comply with

                                       8



any material term, provision, condition, or covenant of this Lease, other than
the payment of rent, and will not cure such failure within thirty (30) days
after notice to Tenant of such failure to comply or such additional time period
as may reasonably be necessary to effect a cure of the default provided that
Tenant commences within said thirty (30) day period and diligently pursues a
cure of the default to completion; or (c) Tenant causes any lien to be placed
against the Premises and does not cure the same within thirty (30) days after
notice from Landlord to Tenant demanding cure; or (d) proceedings under the
Bankruptcy Act for bankruptcy are filed by or against Tenant as Tenant's
performance hereunder, and if filed against Tenant, have not been dismissed
within thirty (30) days after the filing; or (e) an assignment of Tenant's
property for the benefit of creditors is made; or (f) a receiver, conservator,
or similar officer is appointed by a court of competent jurisdiction to take
charge of all or a substantial part of Tenant's property and within thirty (30)
days after appointment the officer is not discharged and possession of the
property is not restored to Tenant; or (g) Tenant's interest in the Premises or
under this Lease is the subject of taking or levy under execution, attachment,
or other process of law and the action is not cancelled or discharged within
thirty (30) days after its occurrence; or (h) Tenant abandons the Premises and
leaves it in a condition that could be vandalized or occupied by unauthorized
third parties; THEN in any of such events, Landlord will have the option to do
any of the following, in addition to, and not in limitation of any other remedy
permitted by law or in equity or by this Lease: (1) re-enter and repossess the
Premises and remove any property of Tenant thereon and store the same elsewhere
at Tenant's expense without relieving Tenant from any liability or obligation;
or (2) relet the Premises or any part thereof for Tenant's account, but without
obligation to do so and without relieving Tenant from any liability or
obligation, applying any amount received by Landlord from reletting first to all
reasonable costs and expenses incurred by Landlord in reletting; or (3) bring an
action then or thereafter against Tenant to recover the amount of any payment
owing by Tenant to Landlord as the same is due, becomes due, or accumulates; or
(4) accelerate all rent due under this Lease and bring then or thereafter an
action for all such amounts due and owing by Tenant to Landlord; or (5)
terminate this Lease by giving Tenant written notice thereof, without relieving
Tenant from any obligation or liability for payments theretofore or thereafter
becoming due or any other present or prospective damages or sums due or provided
by law or this Lease and resulting from Tenant's default; or (6) terminate this
Lease, relieving Tenant of any liability or obligation for rental payments or
others payments thereafter becoming due; or (7) exercise any combination of the
above remedies or any other remedy provided by law or in equity. Landlord's
remedies set forth in this Lease are cumulative and are not in limitation of any
remedies given by law or in equity. Landlord's forbearance to terminate shall
not waive Landlord's right to do so in the event of a continuing or subsequent
default. Any notice in this provision may be given by Landlord or its attorney.
No termination of this Lease prior to the normal ending thereof, by lapse of
time otherwise, will affect Landlord's right to collect rent for the period
prior to the termination thereof. Landlord's right to pursue any remedy afforded
to it herein or at law or in equity shall be subject to an obligation on the
part of the Landlord to take all reasonable and prompt action required by
Florida law to mitigate its damages as a result of any Tenant default.

     22. Default of Landlord. Should Landlord fail to perform any of its
obligations hereunder, Landlord will have a period of thirty (30) days after its
receipt of written notice from Tenant of a failure of performance within which
to commence a cure of that failure or such additional period of time as may
reasonably be necessary to effect a cure of the default provided

                                       9



that Landlord commences said cure within said thirty (30) day period and
diligently pursues a cure of the default to completion. Failure of Landlord to
commence that cure within the 30-day period or to effect that cure within that
30-day period or the additional period as provided above will be an event of
default under this Lease and Tenant may, at its option, elect to: (a) bring an
action to require specific performance of Landlord's obligations; (b) provide
Landlord with an additional period of time within which to effect that cure; (c)
commence such cure itself, and Tenant may either, at its option, offset any
expenses it incurs in effecting such cure against the rent and other charges due
and payable by Tenant hereunder, or require that Landlord immediately reimburse
Tenant for its expenses; provided, however, in the event of an emergency, Tenant
may immediately effect a cure of Landlord's failure should Landlord fail to act
immediately to do so, without the requirement of any notice by Tenant to
Landlord; and/or (d) pursue any other remedies provided herein or provided by
law.

     23. Warranties. Landlord warrants that Landlord owns the Premises in fee
simple and has the right to enter into this Lease and that the Premises are free
from liens and encumbrances except for utility easements and un-violated
restrictive covenants which do not materially adversely affect Tenant's intended
use of the Premises; and covenants that Tenant, provided it performs all of its
obligations under this Lease, will peaceably and quietly enjoy the Premises
during the Lease term without any disturbance from Landlord, anyone claiming by,
through or under Landlord, or any other party, except as otherwise specifically
provided in this Lease.

     24. Holding Over. If Tenant remains in possession of the Premises after
expiration of the term hereof, with Landlord's acquiescence and without any
express agreement of the parties, Tenant will be a tenant-at-will at the rental
rate equal to 150% of the rent in effect at end of the Lease; and there will be
no renewal of this Lease by operation of law.

     25. Notices. Any notice given pursuant to this Lease will be in writing and
sent by certified mail to:

     (a) Landlord: Hughes, Inc.
                   P.O. Box 568065
                   Orlando, Florida 32804
                   Attention: Vincent Hughes
                   Phone No.:(407) 648-8587 / Fax No.:
                                                      --------------

                   and

                   Hughes, Inc.
                   1411 Edgewater Drive, Suite 200
                   Orlando, Florida 32804
                   Attention: Vincent Hughes
                   Phone No.:(407) 648-8587 / Fax No.:
                                                      --------------

                              [LANDLORD TO VERIFY]

or to such other address as Landlord may hereafter designate in writing to
Tenant.

                                       10



     (b) Tenant: Hughes Supply, Inc.
                 20 North Orange Avenue, Suite 200
                 Orlando, Florida 32801
                 Attention: Associate General Counsel
                 Phone No.: (407) 841-4755 / Fax No.: (407) 649-3018

or to such other address as Tenant may hereafter designate in writing to
Landlord.

     26. Recording. This Lease shall not be recorded by either party.

     27. Construction of Lease Terms. The terms of this Lease will not be
construed more strongly against any party, regardless of which party was
responsible for the preparation and drafting of this Lease.

     28. Attorneys and Other Professional Fees. In any litigation between the
parties regarding this Lease, the losing party agrees to pay to the prevailing
party its reasonable attorneys', paralegals', accountants', consultants', and
experts' fees and expenses of litigation at all trial, appellate and alternative
dispute resolution levels and forums. For purposes of this paragraph, a party is
to be considered the prevailing party if:

     (a)  it initiated the litigation and obtains (by judgment or agreement)
          substantially the relief sought; or

     (b)  it did not initiate the litigation and the other party does not obtain
          (by judgment or agreement) substantially the relief sought.

     29. Waiver of Rights. No failure of Landlord to exercise any power given
Landlord hereunder, or to insist upon strict compliance by Tenant with its
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof will constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof.

     30. Rights Cumulative. All rights, powers and privileges conferred
hereunder upon the parties hereto will be cumulative but not restrictive to
those given by law.

     31. Time of Essence. Time is of the essence of this Agreement.

     32. Definitions. "Landlord" as used in this Lease will include first party,
its heirs, representatives, assigns, and successors in title to the Premises.
"Tenant" will include second party, its heirs and representatives, assigns and
successors, and if this Lease will be validly assigned, or sublet, will include
also Tenant's assignees or sub-Tenants, as to the Premises covered by such
assignment or sub-lease. "Landlord" and "Tenant" include male and female,
singular and plural, corporation, partnership or individual, as may fit the
particular parties.

                                       11



     33. Entire Agreement. This Lease contains the entire agreement of the
parties hereto, and no representations, inducements, promises or agreements,
oral or otherwise, between the parties, not embodied herein, will be of any
force or effect.

     34. Severability and Governing Law. If any term, covenant or condition of
this Lease or the application thereof to any person, entity or circumstance
will, to any extent, be invalid or unenforceable, the remainder of this Lease,
or the application of such term, covenant, or condition to persons, entities or
circumstances other than those which or to which sued may be held invalid or
unenforceable, will not be affected thereby, and each term, covenant or
condition of this Lease will be valid and enforceable to the fullest extent
permitted by law. This Lease shall be governed by and construed in accordance
with the law of the state in which the Premises are located. Venue shall lie in
the State courts for the County where the Premises is located.

     35. Brokerage. On or before the commencement of the additional term of this
Lease, Landlord will pay a real estate commission to: Realty Capital Advisors,
Inc. as Landlord's representative and listing broker pursuant to a separate
agreement. Each of Landlord and Tenant warrants to the other that, other than as
stated in this Paragraph, and as specifically set forth herein, no commissions
are payable or due to any other broker or finder in connection with this Lease
and each of Landlord and Tenant agrees to indemnify, defend and hold the other
harmless from and against any commissions or fees or claims for commissions or
fees arising under the indemnifying party, which indemnification will expressly
survive the termination of this Lease. Tenant agrees that any fee or other
remuneration to Mohr Partners, Inc. shall be the sole responsibility of Tenant
and Tenant shall indemnify Landlord and Realty Capital Advisors, Inc. from any
claims brought by, or on behalf of, Mohr Partners, Inc.

     36. Radon Gas. RADON GAS: Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in the
state in which the Premises are located. Additional information regarding radon
and radon testing may be obtained from your county public health unit.

     37. Mechanic's Liens. Landlord's interest in the Premises is not subject to
liens for improvements or work made or done by Tenant to or upon the Premises,
and such liability is expressly prohibited as contemplated by Section 713.10,
Florida Statutes. Tenant shall not cause or permit any mechanic's lien to be
placed against the Premises. If any mechanic's lien is placed against the
Premises, or any claim thereof is filed against the premises as the result of
anything done or permitted by Tenant, Tenant shall cause the same to be removed
within thirty (30) days after being notified thereof, and shall indemnify and
hold Landlord harmless from adverse effects thereof; provided, however, Landlord
shall have the right to pay and discharge any such lien if the same is not
removed by Tenant as provided herein, and Tenant shall forthwith pay to Landlord
all amounts incurred by Landlord in removing such lien, or protecting against
such lien, including, without limitation, attorneys' fees and costs.

     38. Relationship of Parties. Nothing contained in this Lease shall
constitute or be construed to create the relationship of principal and agent,
partnership, joint venturers or any other relationship between the parties
hereto other than the relationship of Landlord and Tenant.

                                       12



     39. Certificates. Landlord and Tenant shall at any time from time to time,
upon not less than twenty (20) days prior written notice from the other party,
execute, acknowledge and deliver to the other party a statement, in writing,
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect, as
modified and stating the modifications), and the date to which the rental has
been paid and whether or not there is any existing default by Tenant with
respect to any sums of money required to be paid by Tenant under the terms of
this Lease, or whether a notice of default has been served by Landlord or
Tenant, it being intended that any such statement delivered pursuant to this
paragraph may be relied upon by any prospective or existing mortgagee or
assignee of any mortgage or purchaser of the Premises or by any prospective
assignee or subtenant of the leasehold estate. If any such certification by
Landlord shall allege non-performance by Tenant the nature and extent of such
non-performance, insofar as actually known by Landlord, shall be summarized
therein.

     40. Hazardous Materials. The term "Hazardous Substances," as used in this
Lease shall include, without limitation, flammables, explosives, radioactive
materials, asbestos, polychlorinated biphenyls (PCB's), chemicals known or
suspected to cause cancer or reproductive disorders or birth defects,
pollutants, contaminants, hazardous wastes, solid wastes, mold, mildew,
hazardous materials, hazardous substances, toxic substances or related
materials, petroleum and petroleum products, including without limitation, any
compound or substance containing any of the foregoing, and substances declared
to be hazardous or toxic under any law, statute, ordinance, or court order or
decision, or any regulation promulgated by any agency or governmental entity,
now in effect or enacted, passed decided or promulgated at any time in the
future or that existed in the past during the Tenant's or Tenant's predecessor
in interest's previous occupancy.

          (a) Tenant's Restrictions. Tenant shall not cause, have caused or
affirmatively permit and shall take reasonable steps to avoid causing:

               (1) Any violation of any federal, state or local law, statute,
     ordinance or regulation, previously, now or hereafter enacted or
     promulgated, related to the presence, escape, seepage, leakage, spillage,
     discharge, emission or release of any Hazardous Substance on, under or
     about the Leased Premises or any other environmental conditions, on, under
     or about the Premises.

               (2) The use, generation, manufacture, refining, production,
     processing, storage or disposal of any Hazardous Substance on or about the
     Premises without Landlord's prior written consent, which written consent
     may be denied, withdrawn, conditioned or modified by Landlord at any time
     and from time to time in its sole and absolute discretion. Notwithstanding
     the foregoing, Landlord acknowledges and consents to Tenant's lawful use,
     storage and sale of those Hazardous Substances that are currently used,
     stored or sold by Tenant in the ordinary course of its business (it being
     the intent of the parties that "the ordinary course of its business" shall
     include all operations of Tenant existing at the execution of this Lease,
     regardless of whether such business is being operated on the Premises), as
     well as comparable or equivalent substances that may

                                       13



     be used, stored or sold by Tenant in the future, which consent may not be
     revoked or conditioned provided Tenant is complying with all applicable
     laws, rules and regulations governing such Hazardous Materials.

          (b) Tenant's Covenants. Throughout the term of this Lease, Tenant
shall:

               (1) Afford the Landlord full and complete access to and upon the
     Premises upon reasonable prior notice and, during Tenant's business hours,
     except in the event of an emergency, in which event no prior notice is
     required so that Landlord and/or its employees or consultants may
     investigate Tenant's compliance with all environmental laws or to determine
     whether any Hazardous Substances exist or are present on, under or about
     the Premises.

               (2) Except as specifically set forth herein, at Tenant's sole
     cost and expense, cause the Premises and all of Tenant's business
     operations thereon to comply with all laws, statutes, ordinances and
     regulations governing the use, generation, transportation, storage, release
     or disposal of any Hazardous Substances by Tenant, its employees, agents or
     contractors ("Tenant Parties"). Notwithstanding anything herein to the
     contrary, Tenant shall not be responsible for curing any non-compliance
     which (i) arose prior to Tenant's initial occupancy of the Premises; and/or
     (ii) arose or may arise from an off-site source and which was not caused by
     the acts and/or omissions of Tenant or Tenant Parties; and/or (iii) arose
     or may arise as a result of the acts or omissions of Landlord, its agents,
     licensees and assigns, or any third party, it being the intent of the
     parties that Tenant shall be responsible only for the compliance of Tenant
     and Tenant Parties.

               (3) In the event that Tenant receives any warning, notice of
     violation, complaint or order in regard to any private or governmental
     action or investigation taken related to or in any way connected with the
     presence of any Hazardous Substances on, under or about the Premises,
     Tenant shall immediately upon receipt thereof deliver a copy of any such
     warning, notice or order to the Landlord.

               (4) In the event that Tenant has used or uses, generates,
     transports or stores any Hazardous Substances on or about the Premises and
     Landlord has consented to such use, generation, transportation, or storage
     in writing, then as an additional condition of such consent Tenant shall at
     its sole costs and expense apply for, obtain and continuously and
     completely comply with the conditions of any and all permits and approvals
     required therefor by any governmental authority, agency or instrumentality.

               (5) To the extent required by any applicable law related to the
     use, generation, production or storage of Hazardous Substances, Tenant
     shall keep and maintain complete and accurate records available at all
     times for inspection by Landlord, of all manifests, receipts, bills of
     lading and other indicia or evidence of the receipt of all Hazardous
     Substances and the subsequent use, processing, disposal and/or shipment of
     the Hazardous Substances, all as may be required to confirm that no loss or
     release of Hazardous Substances has occurred, or if a loss or release has
     occurred, the

                                       14



     documentation will confirm the exact nature of the loss or release, and
     Tenant shall, if requested by Landlord, supply copies of all documents to
     Landlord.

               (6) In the event that the Tenant shall place upon the Premises
     any underground storage tanks, Tenant shall be responsible at its sole cost
     and expense for complete and continuous compliance with each and every one
     of the requirements of any statute or regulation with respect to
     underground storage tanks, including without limitation, Florida
     Administrative Code Chapter 17-761 and any subsequent additions or
     amendments thereto or replacements therefor, including without limitation
     the requirements regarding registration, installation, operation, repairs,
     notification, reporting, record keeping, financial responsibility of the
     operator, tank and piping performance standards, system release detection
     standards, release detection and tightness testing standards, inventory
     monitoring and reconciliation, removal from service and/or closure. All
     inventory records and testing records as may be required under Florida
     Administrative Code Chapter 17-761 shall be available for inspection by
     Landlord at any time and from time to time and all submittals to the
     Florida Department of Environmental Regulation in regard to the underground
     storage tank shall also be simultaneously delivered to Landlord.

               (7) In the event the Premises shall contain any above ground
     storage tank or storage vessel placed by Tenant, its employees, agents or
     contractors, Tenant shall be responsible at its sole cost and expense for
     complete and continuous compliance with any statues or regulations
     pertaining thereto and shall construct, after prior written approval by
     Landlord of all plans therefor, all containment dikes, revetments, holding
     areas, catch basins, or other structures or devices required by law or
     regulation. Landlord's approval of such plans shall not constitute an
     acceptance by Landlord of such construction as satisfactory for regulatory
     purposes, but shall only constitute approval for the construction to occur.

          (c) Injunctive Relief. In the event of Tenant's violation of or
noncompliance with any of the restrictions or covenants (respectively a
"Restriction" or a "Covenant") set forth in sub-paragraphs (a) and (b) above,
Tenant acknowledges and agrees that Landlord shall be irreparably harmed and may
not have an adequate remedy at law. Accordingly, Tenant hereby covenants and
agrees that in the event of any such violation or noncompliance by Tenant
Parties, Landlord shall be entitled to seek and obtain an injunction prohibiting
any threatened or continuing violation of a Covenant or Restriction, or an order
of specific performance requiring performance of a Covenant, as the case may be,
and the Landlord shall not be required to post any bond or other security in
regard to such injunction.

          (d) Environmental Testing. Landlord shall have the right at any time
and from time to time, to conduct such environmental testing and investigations
as the Landlord deems necessary and desirable. Such investigations and testing
shall be at the expense of Landlord; provided, however, that in the event that
any such investigation or test reveals the presence or existence of any
Hazardous Substance, on, under or about the Premises that is introduced by
Tenant, Tenant's predecessor in interest or their respective employees,
invitees, agents or contractors, other than Hazardous Substances on the Premises
pursuant to an approval

                                       15



of Landlord which is appropriately containerized and documented fully and
completely in accordance with all applicable laws and permit requirements, then
all costs for such investigation or test and any further investigations or tests
desired by Landlord shall be borne solely and completely by Tenant.

          (e) Environmental Clean-up. In the event that any governmental
authority, agency or instrumentality or any private party notifies Tenant of the
existence of any Hazardous Substances on, under or about the Premises that is
introduced by Tenant, or its respective employees, invitees, agents or
contractors, then Tenant shall be solely and completely responsible, liable and
obligated at its sole cost and expense to clean-up and remediate the Premises
and/or any other property contaminated by any Hazardous Substances on, under or
about the Premises arising out of and occurring during the use and occupancy of
the Premises by Tenant in accordance with all standards and requirements of any
applicable government authority. In connection with such clean-up and/or
remediation, Tenant further agrees as follows:

               (1) All reports, plans, investigations and/or other written
     material to be submitted by Tenant and/or its consultants to any
     governmental authority, agency or instrumentality or any private party
     shall be submitted first to Landlord for its review and approval, which
     approval shall not be unreasonably withheld, conditioned or delayed.

               (2) Landlord shall be given prior written notice of and shall be
     afforded the opportunity to attend any discussions with any governmental
     authority, agency or instrumentality in regard to the clean-up and/or
     remediation of any Hazardous Substances on, under or about the Premises, or
     any adjacent lands.

               (3) Tenant shall promptly provide all information regarding the
     use, generation, storage, transportation, disposal, clean-up and/or
     remediation of Hazardous Substances on, under or about the Premises as
     reasonably required by Landlord from time to time.

               (4) Tenant hereby understands and agrees that Landlord shall have
     the right, but shall not be required, at any time to undertake the clean-up
     and remediation of the Premises on its own behalf at Tenant's expense in
     the event that Landlord determines in its reasonable discretion that
     Tenant's efforts have been inadequate. All expenditures of Landlord for
     such clean-up and remediation shall constitute additional rental hereunder
     and immediately due and payable upon invoicing.

          (f) Tenant's Indemnity. Tenant hereby covenants and agrees to
indemnify, defend and hold harmless Landlord, and its respective officers,
directors, beneficiaries, shareholders, partners, agents, employees and
consultants from and against any and all fines, penalties, suits, procedures,
claims, investigations, audits, inquiries and actions of every kind or nature
and any and all fees and costs incurred in connection therewith, including
attorney's fees, paralegal's fees and consultant's fees, whether incurred before
trial, at trial, upon any appellate levels or in any administrative or
bankruptcy proceedings, arising out of or in any way connected with the
presence, escape, seepage, leakage, spillage, discharge, emission or release of
any

                                       16



Hazardous Substances as a result of and during the use and occupancy of the
Premises by the Tenant on, under or about the Premises or any adjacent lands for
any violation or breach by Tenant or Tenant Parties of any of the restrictions
or covenants set forth in this paragraph 40. In the event a claim is made upon
the Landlord, the Landlord shall promptly give notice of such claim to the
Tenant, and shall promptly deliver to Tenant all information and written
material available to the Landlord relating to such claim. If such claim is
first made upon the Tenant the Tenant shall promptly give notice of such claim
to the Landlord. The Tenant shall defend in the name of the Landlord any claim
in any appropriate administrative or judicial proceedings and take whatever
actions may be reasonably requested of the Landlord to permit the Tenant to make
such defense and obtain an adjudication of such claim on the merits, including
the signing of pleadings and other documents, if necessary; provided the Tenant
shall defend the claim with counsel reasonably satisfactory to the Landlord and
Tenant provides the Landlord with evidence reasonably satisfactory to the
Landlord that the Tenant can satisfy the claim if it is upheld. In addition to
the liability for the ultimate settlement or judgment, if any, arising out of
such claim under this paragraph Tenant shall be solely responsible for all the
expenses incurred in connection with such defense or proceedings, regardless of
their outcome including attorney's fees incurred at all trial and appellate
levels.

          (h) Survival. Tenant's duties, obligations and liabilities under this
paragraph are a material inducement for Landlord to enter into this Lease and
shall survive the expiration or other termination of this Lease Agreement.

     41. Reimbursement for Costs. Landlord and Tenant acknowledge that Tenant
has expended a considerable amount of time and effort in negotiating this Lease
(and the other amended and restated) with Landlord. To compensate Tenant for its
efforts, Landlord hereby agrees to pay to Tenant, in equal annual installments,
due and payable on the first day of any such lease year, an amount equal to two
percent (2%) of the base rents payable throughout the term of this Lease,
exclusive of all taxes, insurance, utilities, maintenance, and repair costs and
other expenses to be paid by Tenant hereunder.

     IN WITNESS WHEREOF, the parties herein have executed this Lease on the day
and year first above written.

                                             "LANDLORD"

Witnesses:                                   HUGHES, INC., a Florida corporation


                                             By:
- --------------------------------                --------------------------------

Printed:                                     Printed:
        ------------------------                     ---------------------------

                                             Title:
                                                   -----------------------------

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

Printed:
        ------------------------

                                       17



                                             "TENANT"

                                             HUGHES SUPPLY, INC., a Florida
                                             corporation


                                             By:
- --------------------------------                --------------------------------

Printed:                                     Printed:
        ------------------------                     ---------------------------

                                             Title:
                                                   -----------------------------

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

Printed:
        ------------------------

                                       18



                                   EXHIBIT "A"

                         (Sketch and Legal Description)

                                       19



                             Title Commitment Legal

Description of Real Property Situated in St. Lucie County, Florida.

Begin at the Northwest corner of the Southeast Quarter of the Northwest Quarter;
thence run East 30 feet for Point of Beginning; thence continue East 270 feet;
thence run South 180 feet; thence run West 270 feet; thence run North 180 feet
to the Point of Beginning; all in Section 8, Township 35 South, Range 40 East,
as per plat thereof recorded in the Public Records of St. Lucie County, Florida.

Lot 33, HOME ACRES UNIT 2, according to the map or plat thereof as recorded in
Plat Book 7, Page(s) 28, Public Records of St. Lucie County, Florida.

                                       20



                      Legal Description per Existing Lease

Lot 33 of Home Acres, Unit #2, as per plat thereof on file in Plat Book 7, Page
28, Public Records of St. Lucie County, Florida . . . and from the NW corner of
the SE 1/4 of NW 1/4, Section 8, Township 35 South, Range 40 East, St. Lucie
County, run East 30 feet to POB; continue East 270 feet; thence run South 180
feet, thence run West 270 feet; thence run North 180 feet; to the POB.

Includes 30,000 square feet office and warehouse plus approximately 60,000
square feet parking and storage areas, with a street address of 401 Angle Road,
Ft. Pierce, Florida.

                                       21



                                   EXHIBIT "B"

                                (Current Repairs)

                                       22



                                  ADDENDUM "A"

                             (Additional Provisions)

     THIS ADDENDUM "A" (ADDITIONAL PROVISIONS) ("Addendum") is made and entered
effective as of the 1st day of April, 2003, by and between HUGHES, INC., a
Florida corporation ("Landlord"), and HUGHES SUPPLY, INC., a Florida corporation
("Tenant"), and is attached to and is an integral part of the Subject Lease (as
defined below).

          A. Simultaneous herewith, Landlord and Tenant entered into eleven (11)
different Amended and Restated Lease Agreements for the demised premises
("Premises") described therein (collectively, the "Leases"). In order to
simplify the drafting process, the parties used a form lease to incorporate the
basic provisions of each of the Leases. This Addendum relates to the lease for
the Premises located at 401 Angle Road, Ft. Pierce, Florida (the "Subject
Lease"). The purpose of this Addendum is to set forth the site specific
provisions for the Subject Lease.

          B. Landlord and Tenant desire to amend the Subject Lease pursuant to
the terms as set forth below.

     NOW THEREFORE, in consideration of the mutual covenants contained in the
Lease and herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:

     1. All terms and conditions set forth in the Subject Lease are herein
incorporated by this reference and the defined terms set forth herein shall have
the meanings associated to them in the Subject Lease.

     2. The base rent, as referenced in paragraph 3 of the Subject Lease, is as
follows: Annual rent for the first year of the Subject Lease is $115,920.00,
payable in equal monthly installments of $9,660.00. Thereafter, rent for each
successive year of the Subject Lease Term shall increase to an amount equivalent
to 104% of the rent for the immediately preceding year.

     3. The following paragraphs or subparagraphs (as noted) are hereby added to
the Subject Lease:

          (a) Provided it is not then in default under the Subject Lease, Tenant
     may extend the term one (1) time for a five (5) year extension by written
     notice of its election to do so given to Landlord at least one hundred
     eighty (180) days prior to the then-current expiration date. The extended
     term will be on all of the terms and conditions of the Subject Lease,
     including without limitation, the annual increase as set forth in paragraph
     2 above.

                                       23



     4. The Subject Lease remains in full force and effect as amended above.

     IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed effective the date first written above.

WITNESSES:                                   LANDLORD:

                                             HUGHES, INC.,
                                             a Florida corporation


                                             By: /s/ Vincent Hughes
- --------------------------------                 -------------------------------
                                             Name: Vincent Hughes
- --------------------------------             Title:
                                                   -----------------------------
Print Name:
           ---------------------

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

Print Name:
           ---------------------


                                             TENANT:

                                             HUGHES SUPPLY, INC.,
WITNESSES:                                   a Florida corporation


- --------------------------------             By: /s/ Mark D. Scimeca
                                                 -------------------------------
- --------------------------------             Name:
                                                   -----------------------------
Print Name:                                  Title: Associate General Counsel
           ---------------------

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

Print Name:
            --------------------

                                       24



                                                                 Exhibit 10.1(h)

576 NE 23rd Avenue
Gainesville, Florida

                      AMENDED AND RESTATED LEASE AGREEMENT

     THIS AMENDED AND RESTATED LEASE (this "Lease") is made effective as of
April 1, 2003, by and between HUGHES, INC., a Florida corporation, first party,
hereinafter referred to as "Landlord", and HUGHES SUPPLY, INC., a Florida
corporation, second party, hereinafter referred to as "Tenant" who covenant and
agree as follows:

     WHEREAS, Landlord and Tenant are parties to numerous leases (the "Original
Leases") for various sites located in Florida, including, but not limited to,
that certain lease dated March 11, 1992, as amended (the "Existing Lease"), for
the premises more particularly described therein. Landlord and Tenant are in the
process of amending and restating the majority of the Original Leases, including
the Existing Lease. In order to simplify the drafting of each amended and
restated lease, the parties are using a form document for each site. Attached to
each amended and restated lease is an Addendum "A," Additional Provisions, which
sets forth the site specific provisions for each individual site (the
"Addendum"). In each instance, in the event of any conflict between the amended
and restated lease and the Addendum, the terms of the Addendum shall control;
and

     WHEREAS, Landlord and Tenant desire to extend the term of the Existing
Lease and otherwise amend and restate the terms and conditions thereof. It is
the intent of the parties that this Lease serve as a novation of the Existing
Lease unless specifically stated to the contrary herein.

     NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Landlord and Tenant agree as
follows:

     1. Premises. Landlord, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, reserved and contained, to
be paid, kept and performed by Tenant, has leased and rented, and by these
presents does lease and rent, unto said Tenant, and said Tenant hereby agrees to
lease and take upon the terms and conditions which hereinafter appear, the
following described property (hereinafter called "Premises"). The Premises
consists of real property and improvements located at 576 NE 23rd Avenue,
Gainesville, Florida including, without limitation, an approximately 30,832
square foot building, all as set forth in Exhibit "A" attached hereto and made a
part hereof. Notwithstanding the foregoing, Landlord and Tenant acknowledge that
the square footages are not represented measurements, but estimates only. Tenant
has had the opportunity to verify the square footages, has not done so, and
Tenant, therefore, agrees to hold Landlord harmless from any discrepancy in the
estimated and actual square footage of the building. The parties acknowledge
that the legal description used in the Existing Lease may have been inaccurate,
but that the parties have not been able to verify same prior to the execution of
this Lease. It is in the best interest of the parties that Tenant continue to
use all such space it has been using under the Existing Lease, regardless of the
actual legal description or other depiction of the Premises contained in the
Existing Lease. Exhibit "A"

                                       1



contains both a sketch of the Premises and the legal description. In the event
of any dispute as to what comprises the Premises, the actual space used by
Tenant under the Existing Lease shall be the accepted description, with the
sketch controlling over the address of the Premises, and the address of the
Premises controlling over the legal description attached hereto. Notwithstanding
anything herein to the contrary, Landlord shall have the right, within sixty
(60) days of the execution of this Lease, to have a new survey of the Premises
prepared and, upon approval by Tenant, said survey shall serve as the legal
description for the Premises. In the event a new survey is prepared and
available prior to execution of this Lease, the legal description and depiction
set out in the new survey (which will be a part of the Exhibit "A" attached
hereto), approved by both parties, shall control.

     2. Term. Tenant shall continue to have and hold the Premises for an
additional term of five (5) years, said additional term to commence effective as
of April 1, 2003, and to end on March 31, 2008.

     3. Rental. Tenant shall pay as rental for the Premises for the term of this
Lease the amounts set out in Addendum "A" attached hereto and made a part
hereof. The rental shall be due and payable without setoff or deduction, except
as specifically provided herein, in equal monthly installments as set out in
Addendum "A" in advance on the 1st day of each and every calendar month during
the term of this Lease. The first payment of such rental is to be made on April
1, 2003; provided, however, Landlord acknowledges that Tenant has already paid
the rent for the months of April and May, 2003, pursuant to the terms of an
extension agreement between the parties, and therefore Landlord agrees that only
the difference between the rent due under the Existing Lease and the rent due
under this Lease shall be due and payable for the month of April. All rental due
and payable under this Lease shall be made payable to: HUGHES, INC. and
delivered to the following address: P.O. Box 568065, Orlando, Florida 32856-8065
or such other address as Landlord may designate in writing to Tenant from time
to time. For questions regarding payment of rental under this Lease, Tenant may
call: Vincent Hughes at the following phone number: (407) 648-8587.

     4. Utility Bills. Tenant will pay all utility bills of all types,
including, but not limited to, water and sewer, natural gas, electricity and
sanitary pick up bills for the Premises, or used by Tenant in connection
therewith. If Tenant does not pay same, Landlord may, but shall not be obligated
to pay the same, and such payment will be added to the rental of the Premises
and reimbursed immediately to Landlord upon invoicing to Tenant.

     5. Taxes. Provided that Landlord has made arrangements for all tax-related
notices and bills to be promptly delivered directly to or forwarded to Tenant,
Tenant will pay all real property taxes, non ad valorem assessments and/or
special assessments (provided, however, that as to special assessments used to
fund improvements benefiting or located on or in the vicinity of the Premises,
which improvements have a useful life in excess of the then-remaining portion of
the additional term of this Lease, the assessments shall be paid in installments
over the longest period permitted by law or ordinance, with Tenant responsible
only for the prorated portion of such special assessments allocable to the
portion of such useful life occurring during the term of this Lease, which may
be assessed by any lawful authority against the Premises during the term of this
Lease (including any extension), including any partial year, in November of each
year or

                                       2



at the earliest date possible to take advantage of the maximum discount
available. Tenant shall provide Landlord with evidence of payment of the same
within fifteen (15) days after said payment. Tenant will pay any and all ad
valorem taxes assessed against the personal property located on the Premises,
during the entire term thereof. Tenant shall have the right, at Tenant's sole
expense, to appeal any and all taxes applicable to the Premises and Landlord
agrees that Landlord will cooperate with Tenant reasonably and sign all
documents reasonably required in connection with any such appeal. Tenant may
delay payment of any portion of such taxes which are the subject of an appeal
until the resolution of such appeal, in which event Tenant shall be solely
responsible for the payment of any penalties, interest, or additional taxes
which result from such delay. Notwithstanding the foregoing, Tenant shall not
permit the filing of a tax lien against the Premises. Tenant shall pay all
applicable sales, excise or other taxes as required by law (but not income
taxes) which are due and payable on the rents and other sums paid by Tenant
hereunder at the time of payment of said rental and other sums to Landlord. Real
Estate taxes for any partial lease years shall be prorated and paid within
thirty (30) days after invoicing by Landlord.

     6. Insurance. Tenant shall carry, at Tenant's sole cost and expense and
throughout the term of this Lease and all renewals and extensions thereof: (a)
"All Risk" insurance coverage on the demised Premises in an amount not less than
the full insurable value (the term "full insurable value" will mean the actual
replacement cost, excluding foundation and excavation costs, as reasonably
determined by Landlord; (b) insurance coverage on all equipment, fixtures and
appliances owned by Tenant; and (c) comprehensive general liability insurance
coverage with respect to the Premises in an amount not less than $1,000,000.00
per occurrence and $5,000,000.00 in the aggregate.

Landlord and Tenant shall each name the other as an additional insured under all
insurance policies required by each of them to be maintained hereunder and
furnish evidence of such coverages and additional insured status in the form of
certificates of insurance to the other prior to the commencement of the term of
this Lease and at least fifteen (15) days prior to the earlier of the
commencement of each year of the term of this Lease or the date upon which such
insurance coverage would otherwise lapse if not renewed. All insurance provided
for in this Lease will be effected under enforceable policies issued by insurers
of recognized responsibility licensed to do business in the state in which the
Premises are located. If Landlord or Tenant provides any insurance required by
this Lease in the form of a blanket policy, Landlord or Tenant, as the case may
be, shall furnish satisfactory proof that such blanket policy complies in all
respects with the provisions of this Lease and that the coverage thereunder is
at least equal to the coverage which would be provided under a separate policy
covering only the Premises or common areas, if applicable.

If Landlord so requires, the policies of insurance provided for will be payable
to the holder of any mortgage, as the interest of such holder may appear,
pursuant to a standard mortgagee clause. All such policies will, to the extent
obtainable, provide that any loss will be payable to Landlord or to the holder
of any mortgage notwithstanding any act or negligence of Tenant which might
otherwise result in forfeiture of such insurance. All such policies will, to the
extent obtainable, contain an agreement by the insurers that such policies will
not be canceled without

                                       3



at least thirty (30) days prior written notice to Landlord and to the holder of
any mortgage to whom loss hereunder may be payable.

If Tenant fails to maintain all insurance as provided above, or fails to furnish
Landlord timely proof and assurance of the existence and continuance of the
insurance, such failure shall be deemed a default hereunder, and Landlord may
terminate this Lease or Landlord may, but is not obligated to, take such
measures as Landlord deems desirable to obtain the insurance for Landlord's
protection, and upon written request, Tenant shall immediately reimburse
Landlord for all costs and expenses thereof. Failure of Tenant to immediately
make such payment upon request shall be deemed a default hereunder, for which
Landlord may terminate this Lease or pursue all other rights and remedies
provided under this Lease.

The parties shall fully cooperate in making claims and furnishing information to
the insurer or insurers, and obtaining settlements and payments from the insurer
or insurers.

     7. Maintenance and Repairs by Tenant. Throughout the term of the Lease
(including any extension), Tenant shall, at its own expense, keep and maintain
in substantially the same condition as at the execution of this Lease, ordinary
wear and tear excepted, the interior and exterior of the Premises, including
without limitation, the roof, all structural components of the building or
buildings on the Premises, the parking lot and all driveways, all fences and
other structures on the Premises and all systems pertaining to water,
electrical, HVAC, and lighting. Tenant shall also be responsible for remedying
all health and safety hazards associated with the Premises caused by Tenant or
Tenant's agents or invitees. Tenant will also perform routine and regular
exterior lawn and landscaping maintenance. Tenant shall enter into and maintain
throughout the term of this Lease a service agreement with a reputable vendor
for regular maintenance to the HVAC system serving the Premises, including, but
not limited to, removal of trees and/or bushes growing against structures or
fences. Tenant also shall be responsible for correcting and repairing those
items set out in Exhibit "B" attached and made a part hereof (the "Current
Repairs"), at Tenant's sole cost and expense, within one hundred eighty (180)
days of the execution of this Lease. The Current Repairs should be made in a
manner consistent with the standards of the commercial industry, and Tenant
shall maintain the Current Repairs throughout the term of the Lease (including
any extension) in good condition, ordinary wear and tear excepted. Landlord
shall have the right to have the Current Repairs inspected by an independent
third party, chosen by Landlord, and reasonably acceptable to Tenant (the
"Inspector"), to ensure that the Current Repairs have been made in accordance
with industry standards. It is the intent of the parties that the Inspector's
inspection responsibilities shall relate only to the Current Repairs. Landlord
therefore agrees that the Inspector shall not request any repairs or
modifications which are not specifically designated as a Current Repair and
Tenant shall not be responsible for any repairs or modifications which are not
specifically designated as a Current Repair. Failure to complete repairs and
correction of said items within said one hundred eighty (180) day period shall
constitute a default hereunder and Landlord shall be entitled to all rights and
remedies as provided under this Lease.

     8. [INTENTIONALLY DELETED].

                                       4



     9. Destruction of or Damage to the Premises. If the Premises are totally
destroyed by storm, fire, lightning, earthquake or other casualty, this Lease
will terminate as of the date of such destruction, and rental will be accounted
for as between Landlord and Tenant as of that date. If the Premises are damaged
but not wholly destroyed by any of such casualties, rental will abate in such
proportion as use of the Premises has been destroyed, and Landlord will restore
the Premises to substantially the same condition as before the damage as
speedily as practicable, whereupon full rental will recommence; however, if the
damage will be so extensive the same cannot be reasonably repaired and restored
within three (3) months' time from the date of the casualty, then either
Landlord or Tenant may cancel this Lease by giving written notice to the other
party within thirty (30) days from the date of such casualty. In such event,
rental will be apportioned and paid up to the date of such casualty.

     10. Modifications and Alterations to the Premises. No modifications,
alterations, or improvements to the building are allowed without the prior
written consent of Landlord, which consent will not be unreasonably withheld,
conditioned or delayed. "Reasonable," as used herein, shall mean using customs
and practices generally accepted in the industry. In addition, as a condition to
any such approval, Landlord may require that any such alterations or
modifications be removed upon termination of the Lease. No openings or cuts
through the roof or the exterior walls of the buildings on the Premises shall be
permitted without the written consent of Landlord which can be granted or denied
in Landlord's reasonable discretion.

     11. Removal of Fixtures. Tenant may (if not in default hereunder) prior to
the expiration of this Lease, or any extension thereof, remove all personal
property, fixtures and equipment which Tenant has placed in the Premises,
provided that during such removal Tenant will make all reasonable repairs
necessary to return the Premises to its original condition, reasonable wear and
tear excepted and to repair any damages caused by such removal.

     12. Return of the Premises. Tenant agrees to return the Premises to
Landlord at the expiration or prior termination of this Lease in good condition
and repair, reasonable wear and tear, damage by storm, fire, lightning,
earthquake or other casualty alone excepted. All trash and debris and Tenant's
personal property shall be removed from the Premises, all floors will be broom
cleaned, all carpets will be vacuumed, all restrooms will be cleaned and all
cobwebs or indications of other animal or bird encroachments will be cleaned
and/or removed from the Premises. All keys, alarm codes, equipment warrantees,
and HVAC (or other equipment used in the operation of the building and belonging
to Landlord) maintenance records kept by Tenant will be turned over to Landlord
within 30 days after Tenant vacating the Premises.

     13. Condemnation. If the whole of the Premises, or such portion thereof as
will make the Premises unusable for the purpose herein leased, be condemned by
any legally constituted authority for any public use or purpose or if Landlord
sells the Premises under threat of condemnation, then in either of said events
the term hereby granted will cease from the time when possession thereof is
taken by public authorities, and rental will be accounted for as between
Landlord and Tenant as of that date.

If there is a partial taking and if it is not so extensive as to render the
remaining portion (after restorations) unsuitable for the business of Tenant,
then this Lease will continue in effect and

                                       5



Landlord, upon receipt of the award in condemnation, will expeditiously commence
and complete all necessary repairs and restorations to the Premises so as to
constitute the portion of the building not taken a complete architectural unit
and restore the Premises as nearly as practicable to its prior condition;
provided, however, that such work does not exceed the scope of the original
construction, and Landlord will not be under any duty to expend amounts in
excess of the award received by Landlord. Rent, taxes and other charges payable
by Tenant will equitably abate while Landlord's repairs and restorations are in
process. If a partial taking consists only of a street widening or utility
easement which, is reasonably determined not to materially affect Tenant's use
of the Premises including Tenant's parking and any outside storage areas, this
Lease will continue in full force and effect without abatement of rent, taxes or
other charges.

All compensation awarded for such taking or condemnation, whether for the whole
or for any part of the Premises, shall be the property of Landlord, whether such
compensation is for diminution in the value of the leasehold interest of Tenant,
the fee of the Premises, or otherwise, and Landlord shall be entitled to the
entire amount of any award for such taking or condemnation. The Tenant shall,
however, be entitled to recover from the condemning authority, if permitted by
law, any actual relocation expenses and compensation for the taking of any trade
fixtures.

     14. Compliance with Laws, Etc. Tenant agrees, at its own expense, to
promptly comply with all requirements of any legally constituted public
authority made necessary by reason of Tenant's use of said Premises. The Tenant
shall also be liable for: (a) repairs, alterations, replacements of retrofitting
required by the accessibility or path of travel requirements set forth in Title
III of the Americans With Disabilities Act of 1990, 42 USC (S)12101, et seq. and
regulations and guidelines promulgated thereunder, as amended from time to time
(collectively, the "ADA"); (b) repairs, alterations or replacements required to
comply with federal, state or local indoor air quality laws, rules or
regulations; (c) repairs or replacements incident to CFC conversions for heating
and cooling systems; (d) installation, modification or upgrade of fire
protection and sprinkler systems; and (e) repairs, alterations or replacements
described in Exhibit "B" attached, if applicable.

     15. Assignment. Except as set forth below, Tenant may not assign this
Lease, or any interest thereunder, or sublet the Premises in whole or in part
without prior written consent of Landlord after notice of its intent to assign
or sublease, which consent shall not be unreasonably withheld, conditioned or
delayed. Tenant shall provide Landlord with the customary financial information
regarding the proposed assignee or subtenant and a statement regarding the
intended use of the property by said assignee or subtenant, except with respect
to any assignee or subtenant that is an affiliate of Tenant. Provided any such
subtenant or assignee uses the Premises for a current and existing use of
Tenant's business (regardless of whether that business is the business being
operated by the branch of Tenant currently occupying the Premises), Tenant may
(a) sublet all or part of the Premises to any corporation, the majority of whose
shares are owned by Tenant, during the period of such majority ownership only or
(b) assign this Lease to any corporation which owns more than fifty percent
(50%) of Tenant's issued and outstanding shares, or which succeeds to the entire
business of Tenant through purchase, merger, consolidation or reorganization, or
to any affiliate sharing common majority ownership with the

                                       6



Tenant without Landlord's approval but with written notice of such transfer.
Subtenants or assignees will become liable directly to Landlord for all
obligations of Tenant hereunder, without relieving Tenant's liability hereunder.
Notwithstanding anything herein to the contrary, in no event shall any subtenant
or assignee use the Premises for any immoral purpose, including, but not limited
to, massage parlors, adult bookstores, adult theaters, adult amusement
facilities, or any other type of facility selling, leasing or displaying
pornographic materials. In addition, the use of any Hazardous Materials, other
than those Hazardous Materials currently used in Tenant's business (which
Hazardous Materials shall be used in conformity with all laws), by any subtenant
or assignee shall be subject to Landlord's sole, but reasonable, discretion. As
a condition of Tenant's ability to sublease the Premises, any sublease payments
in excess of the rents due under this Lease shall be payable to the Landlord as
payments are received by the Tenant.

     16. Mortgagee's Rights. Tenant's rights will be subordinate, inferior and
subject to any bona fide mortgage or deed to secure debt which is now, or may
hereafter be, placed upon the Premises by Landlord, and Tenant agrees to execute
and deliver such documentation as may be reasonably required by any such
mortgagee to effect any subordination. Provided, however, as a condition to such
subordination, Landlord must secure from each mortgagee a nondisturbance
agreement, in a form reasonable and customarily utilized in the commercial
lending industry, providing that in the event of a foreclosure the mortgagee
will recognize the validity of this Lease and, provided that Tenant is not in
default, will not disturb Tenant's possession or its rights under this Lease.
Tenant shall attorn to such mortgagee or subsequent owner.

     17. Use of the Premises. The Tenant may use the Premises for all existing
Tenant uses and for warehouse, sales, outside storage and office purposes, and
for no other use or purpose. The Premises will not be used for any illegal
purposes, nor in any manner to create any nuisance or trespass; nor in any
manner to vitiate the insurance, based on the above purposes for which the
Premises are leased.

     18. Signs. Tenant will have the right to erect at Tenant's sole expense
signage at the entrance to and upon the Premises, including but not limited to a
customary trade sign identifying the business of Tenant. The erection of signage
by Tenant will be subject to and in conformity with all applicable laws, zoning
ordinances and building restrictions or covenants of record. On or before
termination of this Lease, Tenant will remove the signage thus erected, and will
repair any damage or disfigurement, caused by such removal. All signage proposed
by Tenant shall be subject to Landlord's review and approval, which approval
shall not be unreasonably withheld, conditioned or delayed.

     19. Entry for Carding, etc. Landlord may card the Premises "For Rent" or
"For Sale" one hundred eighty (180) days before the termination of this Lease.
Landlord may enter the Premises at reasonable hours during the term of this
Lease to exhibit the same to prospective purchasers, to insure compliance by
Tenant under the Lease and to make repairs required of Landlord under the terms
hereof.

                                       7



     20. Indemnity. Landlord and Tenant agree to indemnify and save harmless
each other and their respective affiliates, directors, officers, employees,
agents, servants, attorneys and representatives from any and all claims, causes
of action, damages, fines, judgments, penalties, costs, liabilities, expenses or
losses (including without limitation, reasonable attorneys' fees) arising during
or after the Term including without limitation during the period of time that
Tenant or Tenant's predecessors in interest have occupied the Premises under the
Existing Lease or previous leases as a result of any breach of their respective
obligations under Paragraphs 7 and 14 of this Lease.

Tenant agrees to indemnify and save harmless Landlord and its parents,
subsidiaries, affiliates, directors, officers, employees, agents, servants,
attorneys and representatives from any and all claims, causes of action,
damages, fines, judgments, penalties, costs (including environmental clean-up
costs and response costs), liabilities, expenses or losses (including without
limitation, reasonable attorneys' fees and expenses of litigation and the
retention of independent counsel protecting Landlord's interests) arising during
or after the Term including without limitation during the period of time that
Tenant or Tenant's predecessors in interest have occupied the Premises under the
prior lease or previous leases: (a) as a result of any violation by Tenant of
any applicable federal, state or local environmental laws or regulations, as
now, previously or hereinafter in effect, regulating, relating to or imposing
liability or imposing standards of conduct concerning any Hazardous Materials;
or (b) as a result of the presence, disturbance, discharge, release, removal or
cleanup of Hazardous Materials or as a result of environmental contamination or
other similar conditions which existed after commencement of the Tenant's or
Tenant's predecessor's in interest original occupancy of the Premises under
previous leases and which was caused by or brought onto the Premises by Tenant,
Tenant's predecessors in interest or their respective agents, contractors,
employees, licensees and invitees; or (c) as a result of any violation by Tenant
of the accessibility or path of travel requirements of the ADA; or (d) as a
result of Tenant's (and its subtenants and assigns) use and occupancy of the
Premises since Tenant's initial occupancy. These indemnities will survive the
expiration, cancellation or termination of the Lease. In no event, however,
shall Tenant be liable for the acts of Landlord, prior owners of the Premises or
any other tenants of the Premises, it being the intent of the parties that
Tenant be liable only for its own acts and those of its employees, licensees,
agents, subtenants and assigns.

In the event Landlord becomes involved through or on account of the terms of
this Lease, or through or on account of the use or occupancy of the Premises by
Tenant, or through or on account of the conduct of Tenant's business on or about
the Premises in any controversy or litigation with a third party, Landlord shall
be entitled to retain independent counsel for the purpose of protecting or
defending Landlord for all of Landlord's costs and attorneys' fees. If Landlord
so requests, Tenant shall execute and deliver to Landlord an indemnifying bond
with surety satisfactory to Landlord, which bond shall provide for the discharge
and payment of any and all final judgments, liens, costs, damages, expenses, and
obligations of Landlord whatsoever, in or arising out of the controversy or
litigation involving Landlord, including all costs, expenses and attorneys'
fees, incurred by Landlord in protecting Landlord's interest or defending
Landlord in such controversy or litigation. In the event Tenant and Landlord
cannot agree on the amount of any such bond, Landlord shall be entitled to have
a court of competent jurisdiction to determine the amount of such bond.

                                       8



     21. Default of Tenant. It is mutually agreed that in the event: (a) the
rent herein reserved is not paid at the time and place when and where due and
Tenant fails to pay said rent within five (5) days after written demand from
Landlord; or (b) Tenant will fail to comply with any material term, provision,
condition, or covenant of this Lease, other than the payment of rent, and will
not cure such failure within thirty (30) days after notice to Tenant of such
failure to comply or such additional time period as may reasonably be necessary
to effect a cure of the default provided that Tenant commences within said
thirty (30) day period and diligently pursues a cure of the default to
completion; or (c) Tenant causes any lien to be placed against the Premises and
does not cure the same within thirty (30) days after notice from Landlord to
Tenant demanding cure; or (d) proceedings under the Bankruptcy Act for
bankruptcy are filed by or against Tenant as Tenant's performance hereunder, and
if filed against Tenant, have not been dismissed within thirty (30) days after
the filing; or (e) an assignment of Tenant's property for the benefit of
creditors is made; or (f) a receiver, conservator, or similar officer is
appointed by a court of competent jurisdiction to take charge of all or a
substantial part of Tenant's property and within thirty (30) days after
appointment the officer is not discharged and possession of the property is not
restored to Tenant; or (g) Tenant's interest in the Premises or under this Lease
is the subject of taking or levy under execution, attachment, or other process
of law and the action is not cancelled or discharged within thirty (30) days
after its occurrence; or (h) Tenant abandons the Premises and leaves it in a
condition that could be vandalized or occupied by unauthorized third parties;
THEN in any of such events, Landlord will have the option to do any of the
following, in addition to, and not in limitation of any other remedy permitted
by law or in equity or by this Lease: (1) re-enter and repossess the Premises
and remove any property of Tenant thereon and store the same elsewhere at
Tenant's expense without relieving Tenant from any liability or obligation; or
(2) relet the Premises or any part thereof for Tenant's account, but without
obligation to do so and without relieving Tenant from any liability or
obligation, applying any amount received by Landlord from reletting first to all
reasonable costs and expenses incurred by Landlord in reletting; or (3) bring an
action then or thereafter against Tenant to recover the amount of any payment
owing by Tenant to Landlord as the same is due, becomes due, or accumulates; or
(4) accelerate all rent due under this Lease and bring then or thereafter an
action for all such amounts due and owing by Tenant to Landlord; or (5)
terminate this Lease by giving Tenant written notice thereof, without relieving
Tenant from any obligation or liability for payments theretofore or thereafter
becoming due or any other present or prospective damages or sums due or provided
by law or this Lease and resulting from Tenant's default; or (6) terminate this
Lease, relieving Tenant of any liability or obligation for rental payments or
others payments thereafter becoming due; or (7) exercise any combination of the
above remedies or any other remedy provided by law or in equity. Landlord's
remedies set forth in this Lease are cumulative and are not in limitation of any
remedies given by law or in equity. Landlord's forbearance to terminate shall
not waive Landlord's right to do so in the event of a continuing or subsequent
default. Any notice in this provision may be given by Landlord or its attorney.
No termination of this Lease prior to the normal ending thereof, by lapse of
time otherwise, will affect Landlord's right to collect rent for the period
prior to the termination thereof. Landlord's right to pursue any remedy afforded
to it herein or at law or in equity shall be subject to an obligation on the
part of the Landlord to take all reasonable and prompt action required by
Florida law to mitigate its damages as a result of any Tenant default.

                                       9



     22. Default of Landlord. Should Landlord fail to perform any of its
obligations hereunder, Landlord will have a period of thirty (30) days after its
receipt of written notice from Tenant of a failure of performance within which
to commence a cure of that failure or such additional period of time as may
reasonably be necessary to effect a cure of the default provided that Landlord
commences said cure within said thirty (30) day period and diligently pursues a
cure of the default to completion. Failure of Landlord to commence that cure
within the 30-day period or to effect that cure within that 30-day period or the
additional period as provided above will be an event of default under this Lease
and Tenant may, at its option, elect to: (a) bring an action to require specific
performance of Landlord's obligations; (b) provide Landlord with an additional
period of time within which to effect that cure; (c) commence such cure itself,
and Tenant may either, at its option, offset any expenses it incurs in effecting
such cure against the rent and other charges due and payable by Tenant
hereunder, or require that Landlord immediately reimburse Tenant for its
expenses; provided, however, in the event of an emergency, Tenant may
immediately effect a cure of Landlord's failure should Landlord fail to act
immediately to do so, without the requirement of any notice by Tenant to
Landlord; and/or (d) pursue any other remedies provided herein or provided by
law.

     23. Warranties. Landlord warrants that Landlord owns the Premises in fee
simple and has the right to enter into this Lease and that the Premises are free
from liens and encumbrances except for utility easements and un-violated
restrictive covenants which do not materially adversely affect Tenant's intended
use of the Premises; and covenants that Tenant, provided it performs all of its
obligations under this Lease, will peaceably and quietly enjoy the Premises
during the Lease term without any disturbance from Landlord, anyone claiming by,
through or under Landlord, or any other party, except as otherwise specifically
provided in this Lease.

     24. Holding Over. If Tenant remains in possession of the Premises after
expiration of the term hereof, with Landlord's acquiescence and without any
express agreement of the parties, Tenant will be a tenant-at-will at the rental
rate equal to 150% of the rent in effect at end of the Lease; and there will be
no renewal of this Lease by operation of law.

     25. Notices. Any notice given pursuant to this Lease will be in writing and
sent by certified mail to:

     (a)  Landlord: Hughes, Inc.
                    P.O. Box 568065
                    Orlando, Florida 32804
                    Attention: Vincent Hughes
                    Phone No.:(407) 648-8587 / Fax No.:
                                                       ----------------

                    and

                    Hughes, Inc.
                    1411 Edgewater Drive, Suite 200
                    Orlando, Florida 32804
                    Attention: Vincent Hughes
                    Phone No.:(407) 648-8587 / Fax No.:
                                                       ----------------

                                       10



                              [LANDLORD TO VERIFY]

or to such other address as Landlord may hereafter designate in writing to
Tenant.

                                       11



     (b)  Tenant:   Hughes Supply, Inc.
                    20 North Orange Avenue, Suite 200
                    Orlando, Florida 32801
                    Attention: Associate General Counsel
                    Phone No.: (407) 841-4755 / Fax No.: (407) 649-3018

or to such other address as Tenant may hereafter designate in writing to
Landlord.

     26. Recording. This Lease shall not be recorded by either party.

     27. Construction of Lease Terms. The terms of this Lease will not be
construed more strongly against any party, regardless of which party was
responsible for the preparation and drafting of this Lease.

     28. Attorneys and Other Professional Fees. In any litigation between the
parties regarding this Lease, the losing party agrees to pay to the prevailing
party its reasonable attorneys', paralegals', accountants', consultants', and
experts' fees and expenses of litigation at all trial, appellate and alternative
dispute resolution levels and forums. For purposes of this paragraph, a party is
to be considered the prevailing party if:

     (a)  it initiated the litigation and obtains (by judgment or agreement)
          substantially the relief sought; or

     (b)  it did not initiate the litigation and the other party does not obtain
          (by judgment or agreement) substantially the relief sought.

     29. Waiver of Rights. No failure of Landlord to exercise any power given
Landlord hereunder, or to insist upon strict compliance by Tenant with its
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof will constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof.

     30. Rights Cumulative. All rights, powers and privileges conferred
hereunder upon the parties hereto will be cumulative but not restrictive to
those given by law.

     31. Time of Essence. Time is of the essence of this Agreement.

     32. Definitions. "Landlord" as used in this Lease will include first party,
its heirs, representatives, assigns, and successors in title to the Premises.
"Tenant" will include second party, its heirs and representatives, assigns and
successors, and if this Lease will be validly assigned, or sublet, will include
also Tenant's assignees or sub-Tenants, as to the Premises covered by such
assignment or sub-lease. "Landlord" and "Tenant" include male and female,
singular and plural, corporation, partnership or individual, as may fit the
particular parties.

                                       12



     33. Entire Agreement. This Lease contains the entire agreement of the
parties hereto, and no representations, inducements, promises or agreements,
oral or otherwise, between the parties, not embodied herein, will be of any
force or effect.

     34. Severability and Governing Law. If any term, covenant or condition of
this Lease or the application thereof to any person, entity or circumstance
will, to any extent, be invalid or unenforceable, the remainder of this Lease,
or the application of such term, covenant, or condition to persons, entities or
circumstances other than those which or to which sued may be held invalid or
unenforceable, will not be affected thereby, and each term, covenant or
condition of this Lease will be valid and enforceable to the fullest extent
permitted by law. This Lease shall be governed by and construed in accordance
with the law of the state in which the Premises are located. Venue shall lie in
the State courts for the County where the Premises is located.

     35. Brokerage. On or before the commencement of the additional term of this
Lease, Landlord will pay a real estate commission to: Realty Capital Advisors,
Inc. as Landlord's representative and listing broker pursuant to a separate
agreement. Each of Landlord and Tenant warrants to the other that, other than as
stated in this Paragraph, and as specifically set forth herein, no commissions
are payable or due to any other broker or finder in connection with this Lease
and each of Landlord and Tenant agrees to indemnify, defend and hold the other
harmless from and against any commissions or fees or claims for commissions or
fees arising under the indemnifying party, which indemnification will expressly
survive the termination of this Lease. Tenant agrees that any fee or other
remuneration to Mohr Partners, Inc. shall be the sole responsibility of Tenant
and Tenant shall indemnify Landlord and Realty Capital Advisors, Inc. from any
claims brought by, or on behalf of, Mohr Partners, Inc.

     36. Radon Gas. RADON GAS: Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in the
state in which the Premises are located. Additional information regarding radon
and radon testing may be obtained from your county public health unit.

     37. Mechanic's Liens. Landlord's interest in the Premises is not subject to
liens for improvements or work made or done by Tenant to or upon the Premises,
and such liability is expressly prohibited as contemplated by Section 713.10,
Florida Statutes. Tenant shall not cause or permit any mechanic's lien to be
placed against the Premises. If any mechanic's lien is placed against the
Premises, or any claim thereof is filed against the premises as the result of
anything done or permitted by Tenant, Tenant shall cause the same to be removed
within thirty (30) days after being notified thereof, and shall indemnify and
hold Landlord harmless from adverse effects thereof; provided, however, Landlord
shall have the right to pay and discharge any such lien if the same is not
removed by Tenant as provided herein, and Tenant shall forthwith pay to Landlord
all amounts incurred by Landlord in removing such lien, or protecting against
such lien, including, without limitation, attorneys' fees and costs.

     38. Relationship of Parties. Nothing contained in this Lease shall
constitute or be construed to create the relationship of principal and agent,
partnership, joint venturers or any other relationship between the parties
hereto other than the relationship of Landlord and Tenant.

                                       13



     39. Certificates. Landlord and Tenant shall at any time from time to time,
upon not less than twenty (20) days prior written notice from the other party,
execute, acknowledge and deliver to the other party a statement, in writing,
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect, as
modified and stating the modifications), and the date to which the rental has
been paid and whether or not there is any existing default by Tenant with
respect to any sums of money required to be paid by Tenant under the terms of
this Lease, or whether a notice of default has been served by Landlord or
Tenant, it being intended that any such statement delivered pursuant to this
paragraph may be relied upon by any prospective or existing mortgagee or
assignee of any mortgage or purchaser of the Premises or by any prospective
assignee or subtenant of the leasehold estate. If any such certification by
Landlord shall allege non-performance by Tenant the nature and extent of such
non-performance, insofar as actually known by Landlord, shall be summarized
therein.

     40. Hazardous Materials. The term "Hazardous Substances," as used in this
Lease shall include, without limitation, flammables, explosives, radioactive
materials, asbestos, polychlorinated biphenyls (PCB's), chemicals known or
suspected to cause cancer or reproductive disorders or birth defects,
pollutants, contaminants, hazardous wastes, solid wastes, mold, mildew,
hazardous materials, hazardous substances, toxic substances or related
materials, petroleum and petroleum products, including without limitation, any
compound or substance containing any of the foregoing, and substances declared
to be hazardous or toxic under any law, statute, ordinance, or court order or
decision, or any regulation promulgated by any agency or governmental entity,
now in effect or enacted, passed decided or promulgated at any time in the
future or that existed in the past during the Tenant's or Tenant's predecessor
in interest's previous occupancy.

          (a) Tenant's Restrictions. Tenant shall not cause, have caused or
affirmatively permit and shall take reasonable steps to avoid causing:

               (1) Any violation of any federal, state or local law, statute,
     ordinance or regulation, previously, now or hereafter enacted or
     promulgated, related to the presence, escape, seepage, leakage, spillage,
     discharge, emission or release of any Hazardous Substance on, under or
     about the Leased Premises or any other environmental conditions, on, under
     or about the Premises.

               (2) The use, generation, manufacture, refining, production,
     processing, storage or disposal of any Hazardous Substance on or about the
     Premises without Landlord's prior written consent, which written consent
     may be denied, withdrawn, conditioned or modified by Landlord at any time
     and from time to time in its sole and absolute discretion. Notwithstanding
     the foregoing, Landlord acknowledges and consents to Tenant's lawful use,
     storage and sale of those Hazardous Substances that are currently used,
     stored or sold by Tenant in the ordinary course of its business (it being
     the intent of the parties that "the ordinary course of its business" shall
     include all operations of Tenant existing at the execution of this Lease,
     regardless of whether such business is being operated on the Premises), as
     well as comparable or equivalent substances that may

                                       14



     be used, stored or sold by Tenant in the future, which consent may not be
     revoked or conditioned provided Tenant is complying with all applicable
     laws, rules and regulations governing such Hazardous Materials.

          (b) Tenant's Covenants. Throughout the term of this Lease, Tenant
shall:

               (1) Afford the Landlord full and complete access to and upon the
     Premises upon reasonable prior notice and, during Tenant's business hours,
     except in the event of an emergency, in which event no prior notice is
     required so that Landlord and/or its employees or consultants may
     investigate Tenant's compliance with all environmental laws or to determine
     whether any Hazardous Substances exist or are present on, under or about
     the Premises.

               (2) Except as specifically set forth herein, at Tenant's sole
     cost and expense, cause the Premises and all of Tenant's business
     operations thereon to comply with all laws, statutes, ordinances and
     regulations governing the use, generation, transportation, storage, release
     or disposal of any Hazardous Substances by Tenant, its employees, agents or
     contractors ("Tenant Parties"). Notwithstanding anything herein to the
     contrary, Tenant shall not be responsible for curing any non-compliance
     which (i) arose prior to Tenant's initial occupancy of the Premises; and/or
     (ii) arose or may arise from an off-site source and which was not caused by
     the acts and/or omissions of Tenant or Tenant Parties; and/or (iii) arose
     or may arise as a result of the acts or omissions of Landlord, its agents,
     licensees and assigns, or any third party, it being the intent of the
     parties that Tenant shall be responsible only for the compliance of Tenant
     and Tenant Parties.

               (3) In the event that Tenant receives any warning, notice of
     violation, complaint or order in regard to any private or governmental
     action or investigation taken related to or in any way connected with the
     presence of any Hazardous Substances on, under or about the Premises,
     Tenant shall immediately upon receipt thereof deliver a copy of any such
     warning, notice or order to the Landlord.

               (4) In the event that Tenant has used or uses, generates,
     transports or stores any Hazardous Substances on or about the Premises and
     Landlord has consented to such use, generation, transportation, or storage
     in writing, then as an additional condition of such consent Tenant shall at
     its sole costs and expense apply for, obtain and continuously and
     completely comply with the conditions of any and all permits and approvals
     required therefor by any governmental authority, agency or instrumentality.

               (5) To the extent required by any applicable law related to the
     use, generation, production or storage of Hazardous Substances, Tenant
     shall keep and maintain complete and accurate records available at all
     times for inspection by Landlord, of all manifests, receipts, bills of
     lading and other indicia or evidence of the receipt of all Hazardous
     Substances and the subsequent use, processing, disposal and/or shipment of
     the Hazardous Substances, all as may be required to confirm that no loss or
     release of Hazardous Substances has occurred, or if a loss or release has
     occurred, the

                                       15



     documentation will confirm the exact nature of the loss or release, and
     Tenant shall, if requested by Landlord, supply copies of all documents to
     Landlord.

               (6) In the event that the Tenant shall place upon the Premises
     any underground storage tanks, Tenant shall be responsible at its sole cost
     and expense for complete and continuous compliance with each and every one
     of the requirements of any statute or regulation with respect to
     underground storage tanks, including without limitation, Florida
     Administrative Code Chapter 17-761 and any subsequent additions or
     amendments thereto or replacements therefor, including without limitation
     the requirements regarding registration, installation, operation, repairs,
     notification, reporting, record keeping, financial responsibility of the
     operator, tank and piping performance standards, system release detection
     standards, release detection and tightness testing standards, inventory
     monitoring and reconciliation, removal from service and/or closure. All
     inventory records and testing records as may be required under Florida
     Administrative Code Chapter 17-761 shall be available for inspection by
     Landlord at any time and from time to time and all submittals to the
     Florida Department of Environmental Regulation in regard to the underground
     storage tank shall also be simultaneously delivered to Landlord.

               (7) In the event the Premises shall contain any above ground
     storage tank or storage vessel placed by Tenant, its employees, agents or
     contractors, Tenant shall be responsible at its sole cost and expense for
     complete and continuous compliance with any statues or regulations
     pertaining thereto and shall construct, after prior written approval by
     Landlord of all plans therefor, all containment dikes, revetments, holding
     areas, catch basins, or other structures or devices required by law or
     regulation. Landlord's approval of such plans shall not constitute an
     acceptance by Landlord of such construction as satisfactory for regulatory
     purposes, but shall only constitute approval for the construction to occur.

          (c) Injunctive Relief. In the event of Tenant's violation of or
noncompliance with any of the restrictions or covenants (respectively a
"Restriction" or a "Covenant") set forth in sub-paragraphs (a) and (b) above,
Tenant acknowledges and agrees that Landlord shall be irreparably harmed and may
not have an adequate remedy at law. Accordingly, Tenant hereby covenants and
agrees that in the event of any such violation or noncompliance by Tenant
Parties, Landlord shall be entitled to seek and obtain an injunction prohibiting
any threatened or continuing violation of a Covenant or Restriction, or an order
of specific performance requiring performance of a Covenant, as the case may be,
and the Landlord shall not be required to post any bond or other security in
regard to such injunction.

          (d) Environmental Testing. Landlord shall have the right at any time
and from time to time, to conduct such environmental testing and investigations
as the Landlord deems necessary and desirable. Such investigations and testing
shall be at the expense of Landlord; provided, however, that in the event that
any such investigation or test reveals the presence or existence of any
Hazardous Substance, on, under or about the Premises that is introduced by
Tenant, Tenant's predecessor in interest or their respective employees,
invitees, agents or contractors, other than Hazardous Substances on the Premises
pursuant to an approval

                                       16



of Landlord which is appropriately containerized and documented fully and
completely in accordance with all applicable laws and permit requirements, then
all costs for such investigation or test and any further investigations or tests
desired by Landlord shall be borne solely and completely by Tenant.

          (e) Environmental Clean-up. In the event that any governmental
authority, agency or instrumentality or any private party notifies Tenant of the
existence of any Hazardous Substances on, under or about the Premises that is
introduced by Tenant, or its respective employees, invitees, agents or
contractors, then Tenant shall be solely and completely responsible, liable and
obligated at its sole cost and expense to clean-up and remediate the Premises
and/or any other property contaminated by any Hazardous Substances on, under or
about the Premises arising out of and occurring during the use and occupancy of
the Premises by Tenant in accordance with all standards and requirements of any
applicable government authority. In connection with such clean-up and/or
remediation, Tenant further agrees as follows:

               (1) All reports, plans, investigations and/or other written
     material to be submitted by Tenant and/or its consultants to any
     governmental authority, agency or instrumentality or any private party
     shall be submitted first to Landlord for its review and approval, which
     approval shall not be unreasonably withheld, conditioned or delayed.

               (2) Landlord shall be given prior written notice of and shall be
     afforded the opportunity to attend any discussions with any governmental
     authority, agency or instrumentality in regard to the clean-up and/or
     remediation of any Hazardous Substances on, under or about the Premises, or
     any adjacent lands.

               (3) Tenant shall promptly provide all information regarding the
     use, generation, storage, transportation, disposal, clean-up and/or
     remediation of Hazardous Substances on, under or about the Premises as
     reasonably required by Landlord from time to time.

               (4) Tenant hereby understands and agrees that Landlord shall have
     the right, but shall not be required, at any time to undertake the clean-up
     and remediation of the Premises on its own behalf at Tenant's expense in
     the event that Landlord determines in its reasonable discretion that
     Tenant's efforts have been inadequate. All expenditures of Landlord for
     such clean-up and remediation shall constitute additional rental hereunder
     and immediately due and payable upon invoicing.

          (f) Tenant's Indemnity. Tenant hereby covenants and agrees to
indemnify, defend and hold harmless Landlord, and its respective officers,
directors, beneficiaries, shareholders, partners, agents, employees and
consultants from and against any and all fines, penalties, suits, procedures,
claims, investigations, audits, inquiries and actions of every kind or nature
and any and all fees and costs incurred in connection therewith, including
attorney's fees, paralegal's fees and consultant's fees, whether incurred before
trial, at trial, upon any appellate levels or in any administrative or
bankruptcy proceedings, arising out of or in any way connected with the
presence, escape, seepage, leakage, spillage, discharge, emission or release of
any

                                       17



Hazardous Substances as a result of and during the use and occupancy of the
Premises by the Tenant on, under or about the Premises or any adjacent lands for
any violation or breach by Tenant or Tenant Parties of any of the restrictions
or covenants set forth in this paragraph 40. In the event a claim is made upon
the Landlord, the Landlord shall promptly give notice of such claim to the
Tenant, and shall promptly deliver to Tenant all information and written
material available to the Landlord relating to such claim. If such claim is
first made upon the Tenant the Tenant shall promptly give notice of such claim
to the Landlord. The Tenant shall defend in the name of the Landlord any claim
in any appropriate administrative or judicial proceedings and take whatever
actions may be reasonably requested of the Landlord to permit the Tenant to make
such defense and obtain an adjudication of such claim on the merits, including
the signing of pleadings and other documents, if necessary; provided the Tenant
shall defend the claim with counsel reasonably satisfactory to the Landlord and
Tenant provides the Landlord with evidence reasonably satisfactory to the
Landlord that the Tenant can satisfy the claim if it is upheld. In addition to
the liability for the ultimate settlement or judgment, if any, arising out of
such claim under this paragraph Tenant shall be solely responsible for all the
expenses incurred in connection with such defense or proceedings, regardless of
their outcome including attorney's fees incurred at all trial and appellate
levels.

          (h) Survival. Tenant's duties, obligations and liabilities under this
paragraph are a material inducement for Landlord to enter into this Lease and
shall survive the expiration or other termination of this Lease Agreement.

     41. Reimbursement for Costs. Landlord and Tenant acknowledge that Tenant
has expended a considerable amount of time and effort in negotiating this Lease
(and the other amended and restated) with Landlord. To compensate Tenant for its
efforts, Landlord hereby agrees to pay to Tenant, in equal annual installments,
due and payable on the first day of any such lease year, an amount equal to two
percent (2%) of the base rents payable throughout the term of this Lease,
exclusive of all taxes, insurance, utilities, maintenance, and repair costs and
other expenses to be paid by Tenant hereunder.

     IN WITNESS WHEREOF, the parties herein have executed this Lease on the day
and year first above written.

                                          "LANDLORD"

Witnesses:                                HUGHES, INC., a Florida corporation


                                          By:
- ---------------------------------------      -----------------------------------

Printed:                                  Printed:
        -------------------------------           ------------------------------

                                          Title:
                                                --------------------------------
- ---------------------------------------

Printed:
        -------------------------------

                                       18



                                          "TENANT"

                                          HUGHES SUPPLY, INC., a Florida
                                          corporation


                                          By:
- ---------------------------------------      -----------------------------------

Printed:                                  Printed:
        -------------------------------           ------------------------------

                                          Title:
                                                --------------------------------
- ---------------------------------------

Printed:
        -------------------------------

                                       19



                                   EXHIBIT "A"

                         (Sketch and Legal Description)

                                       20



                             Title Commitment Legal

Description of Real Property Situated in Alachua County, Florida:

Lots 36, 37, 39 and 40, Lisa Heights, according to the map or plat thereof as
recorded in Plat Book E, Page(s) 76, Public Records of Alachua County, Florida.

                                       21



                                   EXHIBIT "B"

                                (Current Repairs)

                                       22



                                  ADDENDUM "A"

                             (ADDITIONAL PROVISIONS)

     THIS ADDENDUM "A" (ADDITIONAL PROVISIONS) ("Addendum") is made and entered
effective as of the 1st day of April, 2003, by and between HUGHES, INC., a
Florida corporation ("Landlord"), and HUGHES SUPPLY, INC., a Florida corporation
("Tenant"), and is attached to and is an integral part of the Subject Lease (as
defined below).

          A. Simultaneous herewith, Landlord and Tenant entered into eleven (11)
different Amended and Restated Lease Agreements for the demised premises
("Premises") described therein (collectively, the "Leases"). In order to
simplify the drafting process, the parties used a form lease to incorporate the
basic provisions of each of the Leases. This Addendum relates to the lease for
the Premises located at 576 NE 23rd Avenue, Gainesville, Florida (the "Subject
Lease"). The purpose of this Addendum is to set forth the site specific
provisions for the Subject Lease.

          B. Landlord and Tenant desire to amend the Subject Lease pursuant to
the terms as set forth below.

     NOW THEREFORE, in consideration of the mutual covenants contained in the
Lease and herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:

     1. All terms and conditions set forth in the Subject Lease are herein
incorporated by this reference and the defined terms set forth herein shall have
the meanings associated to them in the Subject Lease.

     2. The base rent, as referenced in paragraph 3 of the Subject Lease, is as
follows: Annual rent for the first year of the Subject Lease is $115,620.00,
payable in equal monthly installments of $9,635.00. Thereafter, rent for each
successive year of the Subject Lease Term shall increase to an amount equivalent
to 104% of the rent for the immediately preceding year.

     3. The following paragraphs or subparagraphs (as noted) are hereby added to
the Subject Lease:

          (a) Provided it is not then in default under the Subject Lease, Tenant
     may extend the term one (1) time for a five (5) year extension by written
     notice of its election to do so given to Landlord at least one hundred
     eighty (180) days prior to the then-current expiration date. The extended
     term will be on all of the terms and conditions of the Subject Lease,
     including without limitation, the annual increase as set forth in paragraph
     2 above.

     4. The Subject Lease remains in full force and effect as amended above.

                                       23



     IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed effective the date first written above.

WITNESSES:                                LANDLORD:

                                          HUGHES, INC.,
                                          a Florida corporation


                                          By: /s/ Vincent Hughes
- ---------------------------------------      -----------------------------------

Print Name:                               Name:
           ----------------------------        ---------------------------------
                                          Title:
                                                --------------------------------

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

Print Name:
           ----------------------------


                                          TENANT:

                                          HUGHES SUPPLY, INC.,
WITNESSES:                                a Florida corporation


                                          By: /s/ Mark D. Scimeca
- ---------------------------------------      -----------------------------------

Print Name:                               Name:
           ----------------------------        ---------------------------------
                                          Title: Associate General Counse

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

Print Name:
           ----------------------------

                                       24



                                                                 Exhibit 10.1(i)

2525 12th Street
Sarasota, Florida

                      AMENDED AND RESTATED LEASE AGREEMENT

     THIS AMENDED AND RESTATED LEASE (this "Lease") is made effective as of
April 1, 2003, by and between HUGHES, INC., a Florida corporation, first party,
hereinafter referred to as "Landlord", and HUGHES SUPPLY, INC., a Florida
corporation, second party, hereinafter referred to as "Tenant" who covenant and
agree as follows:

     WHEREAS, Landlord and Tenant are parties to numerous leases (the "Original
Leases") for various sites located in Florida, including, but not limited to,
those certain leases dated June 1, 1987 (as to Building 1) and March 31, 1988
(as to Building 2), as amended (the "Existing Lease"), for the premises more
particularly described therein. Landlord and Tenant are in the process of
amending and restating the majority of the Original Leases, including the
Existing Lease. In order to simplify the drafting of each amended and restated
lease, the parties are using a form document for each site. Attached to each
amended and restated lease is an Addendum "A," Additional Provisions, which sets
forth the site specific provisions for each individual site (the "Addendum"). In
each instance, in the event of any conflict between the amended and restated
lease and the Addendum, the terms of the Addendum shall control; and

     WHEREAS, Landlord and Tenant desire to extend the term of the Existing
Lease and otherwise amend and restate the terms and conditions thereof. It is
the intent of the parties that this Lease serve as a novation of the Existing
Lease unless specifically stated to the contrary herein.

     NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Landlord and Tenant agree as
follows:

     1. Premises. Landlord, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, reserved and contained, to
be paid, kept and performed by Tenant, has leased and rented, and by these
presents does lease and rent, unto said Tenant, and said Tenant hereby agrees to
lease and take upon the terms and conditions which hereinafter appear, the
following described property (hereinafter called "Premises"). The Premises
consists of real property and improvements located at Buildings 1 and 2, 2525
12th Street, Sarasota, Florida, including, without limitation, an approximately
38,500 square foot building, all as set forth in Exhibit "A" attached hereto and
made a part hereof. Notwithstanding the foregoing, Landlord and Tenant
acknowledge that the square footages are not represented measurements, but
estimates only. Tenant has had the opportunity to verify the square footages,
has not done so, and Tenant, therefore, agrees to hold Landlord harmless from
any discrepancy in the estimated and actual square footage of the building. The
parties acknowledge that the legal description used in the Existing Lease may
have been inaccurate, but that the parties have not been able to verify same
prior to the execution of this Lease. It is in the best interest of the parties
that Tenant continue to use all such space it has been using under the Existing
Lease, regardless of the actual legal description or other depiction of the
Premises contained in the

                                       1



Existing Lease. Exhibit "A" contains both a sketch of the Premises and the legal
description. In the event of any dispute as to what comprises the Premises, the
actual space used by Tenant under the Existing Lease shall be the accepted
description, with the sketch controlling over the address of the Premises, and
the address of the Premises controlling over the legal description attached
hereto. Notwithstanding anything herein to the contrary, Landlord shall have the
right, within sixty (60) days of the execution of this Lease, to have a new
survey of the Premises prepared and, upon approval by Tenant, said survey shall
serve as the legal description for the Premises. In the event a new survey is
prepared and available prior to execution of this Lease, the legal description
and depiction set out in the new survey (which will be a part of the Exhibit "A"
attached hereto), approved by both parties, shall control.

     2. Term. Tenant shall continue to have and hold the Premises for an
additional term of five (5) years, said additional term to commence effective as
of April 1, 2003, and to end on March 31, 2008.

     3. Rental. Tenant shall pay as rental for the Premises for the term of this
Lease the amounts set out in Addendum "A" attached hereto and made a part
hereof. The rental shall be due and payable without setoff or deduction, except
as specifically provided herein, in equal monthly installments as set out in
Addendum "A" in advance on the 1st day of each and every calendar month during
the term of this Lease. The first payment of such rental is to be made on April
1, 2003; provided, however, Landlord acknowledges that Tenant has already paid
the rent for the months of April and May, 2003, pursuant to the terms of an
extension agreement between the parties, and therefore Landlord agrees that only
the difference between the rent due under the Existing Lease and the rent due
under this Lease shall be due and payable for the month of April. All rental due
and payable under this Lease shall be made payable to: HUGHES, INC. and
delivered to the following address: P.O. Box 568065, Orlando, Florida 32856-8065
or such other address as Landlord may designate in writing to Tenant from time
to time. For questions regarding payment of rental under this Lease, Tenant may
call: Vincent Hughes at the following phone number: (407) 648-8587.

     4. Utility Bills. Tenant will pay all utility bills of all types,
including, but not limited to, water and sewer, natural gas, electricity and
sanitary pick up bills for the Premises, or used by Tenant in connection
therewith. If Tenant does not pay same, Landlord may, but shall not be obligated
to pay the same, and such payment will be added to the rental of the Premises
and reimbursed immediately to Landlord upon invoicing to Tenant.

     5. Taxes. Provided that Landlord has made arrangements for all tax-related
notices and bills to be promptly delivered directly to or forwarded to Tenant,
Tenant will pay all real property taxes, non ad valorem assessments and/or
special assessments (provided, however, that as to special assessments used to
fund improvements benefiting or located on or in the vicinity of the Premises,
which improvements have a useful life in excess of the then-remaining portion of
the additional term of this Lease, the assessments shall be paid in installments
over the longest period permitted by law or ordinance, with Tenant responsible
only for the prorated portion of such special assessments allocable to the
portion of such useful life occurring during the term of this Lease, which may
be assessed by any lawful authority against the Premises during the term of this
Lease (including any extension), including any partial year, in November of each
year or

                                       2



at the earliest date possible to take advantage of the maximum discount
available. Tenant shall provide Landlord with evidence of payment of the same
within fifteen (15) days after said payment. Tenant will pay any and all ad
valorem taxes assessed against the personal property located on the Premises,
during the entire term thereof. Tenant shall have the right, at Tenant's sole
expense, to appeal any and all taxes applicable to the Premises and Landlord
agrees that Landlord will cooperate with Tenant reasonably and sign all
documents reasonably required in connection with any such appeal. Tenant may
delay payment of any portion of such taxes which are the subject of an appeal
until the resolution of such appeal, in which event Tenant shall be solely
responsible for the payment of any penalties, interest, or additional taxes
which result from such delay. Notwithstanding the foregoing, Tenant shall not
permit the filing of a tax lien against the Premises. Tenant shall pay all
applicable sales, excise or other taxes as required by law (but not income
taxes) which are due and payable on the rents and other sums paid by Tenant
hereunder at the time of payment of said rental and other sums to Landlord. Real
Estate taxes for any partial lease years shall be prorated and paid within
thirty (30) days after invoicing by Landlord.

     6. Insurance. Tenant shall carry, at Tenant's sole cost and expense and
throughout the term of this Lease and all renewals and extensions thereof: (a)
"All Risk" insurance coverage on the demised Premises in an amount not less than
the full insurable value (the term "full insurable value" will mean the actual
replacement cost, excluding foundation and excavation costs, as reasonably
determined by Landlord; (b) insurance coverage on all equipment, fixtures and
appliances owned by Tenant; and (c) comprehensive general liability insurance
coverage with respect to the Premises in an amount not less than $1,000,000.00
per occurrence and $5,000,000.00 in the aggregate.

Landlord and Tenant shall each name the other as an additional insured under all
insurance policies required by each of them to be maintained hereunder and
furnish evidence of such coverages and additional insured status in the form of
certificates of insurance to the other prior to the commencement of the term of
this Lease and at least fifteen (15) days prior to the earlier of the
commencement of each year of the term of this Lease or the date upon which such
insurance coverage would otherwise lapse if not renewed. All insurance provided
for in this Lease will be effected under enforceable policies issued by insurers
of recognized responsibility licensed to do business in the state in which the
Premises are located. If Landlord or Tenant provides any insurance required by
this Lease in the form of a blanket policy, Landlord or Tenant, as the case may
be, shall furnish satisfactory proof that such blanket policy complies in all
respects with the provisions of this Lease and that the coverage thereunder is
at least equal to the coverage which would be provided under a separate policy
covering only the Premises or common areas, if applicable.

If Landlord so requires, the policies of insurance provided for will be payable
to the holder of any mortgage, as the interest of such holder may appear,
pursuant to a standard mortgagee clause. All such policies will, to the extent
obtainable, provide that any loss will be payable to Landlord or to the holder
of any mortgage notwithstanding any act or negligence of Tenant which might
otherwise result in forfeiture of such insurance. All such policies will, to the
extent obtainable, contain an agreement by the insurers that such policies will
not be canceled without

                                       3



at least thirty (30) days prior written notice to Landlord and to the holder of
any mortgage to whom loss hereunder may be payable.

If Tenant fails to maintain all insurance as provided above, or fails to furnish
Landlord timely proof and assurance of the existence and continuance of the
insurance, such failure shall be deemed a default hereunder, and Landlord may
terminate this Lease or Landlord may, but is not obligated to, take such
measures as Landlord deems desirable to obtain the insurance for Landlord's
protection, and upon written request, Tenant shall immediately reimburse
Landlord for all costs and expenses thereof. Failure of Tenant to immediately
make such payment upon request shall be deemed a default hereunder, for which
Landlord may terminate this Lease or pursue all other rights and remedies
provided under this Lease.

The parties shall fully cooperate in making claims and furnishing information to
the insurer or insurers, and obtaining settlements and payments from the insurer
or insurers.

     7. Maintenance and Repairs by Tenant. Throughout the term of the Lease
(including any extension), Tenant shall, at its own expense, keep and maintain
in substantially the same condition as at the execution of this Lease, ordinary
wear and tear excepted, the interior and exterior of the Premises, including
without limitation, the roof, all structural components of the building or
buildings on the Premises, the parking lot and all driveways, all fences and
other structures on the Premises and all systems pertaining to water,
electrical, HVAC, and lighting. Tenant shall also be responsible for remedying
all health and safety hazards associated with the Premises caused by Tenant or
Tenant's agents or invitees. Tenant will also perform routine and regular
exterior lawn and landscaping maintenance. Tenant shall enter into and maintain
throughout the term of this Lease a service agreement with a reputable vendor
for regular maintenance to the HVAC system serving the Premises, including, but
not limited to, removal of trees and/or bushes growing against structures or
fences. Tenant also shall be responsible for correcting and repairing those
items set out in Exhibit "B" attached and made a part hereof (the "Current
Repairs"), at Tenant's sole cost and expense, within one hundred eighty (180)
days of the execution of this Lease. The Current Repairs should be made in a
manner consistent with the standards of the commercial industry, and Tenant
shall maintain the Current Repairs throughout the term of the Lease (including
any extension) in good condition, ordinary wear and tear excepted. Landlord
shall have the right to have the Current Repairs inspected by an independent
third party, chosen by Landlord, and reasonably acceptable to Tenant (the
"Inspector"), to ensure that the Current Repairs have been made in accordance
with industry standards. It is the intent of the parties that the Inspector's
inspection responsibilities shall relate only to the Current Repairs. Landlord
therefore agrees that the Inspector shall not request any repairs or
modifications which are not specifically designated as a Current Repair and
Tenant shall not be responsible for any repairs or modifications which are not
specifically designated as a Current Repair. Failure to complete repairs and
correction of said items within said one hundred eighty (180) day period shall
constitute a default hereunder and Landlord shall be entitled to all rights and
remedies as provided under this Lease.

     8. [INTENTIONALLY DELETED].

                                       4



     9. Destruction of or Damage to the Premises. If the Premises are totally
destroyed by storm, fire, lightning, earthquake or other casualty, this Lease
will terminate as of the date of such destruction, and rental will be accounted
for as between Landlord and Tenant as of that date. If the Premises are damaged
but not wholly destroyed by any of such casualties, rental will abate in such
proportion as use of the Premises has been destroyed, and Landlord will restore
the Premises to substantially the same condition as before the damage as
speedily as practicable, whereupon full rental will recommence; however, if the
damage will be so extensive the same cannot be reasonably repaired and restored
within three (3) months' time from the date of the casualty, then either
Landlord or Tenant may cancel this Lease by giving written notice to the other
party within thirty (30) days from the date of such casualty. In such event,
rental will be apportioned and paid up to the date of such casualty.

     10. Modifications and Alterations to the Premises. No modifications,
alterations, or improvements to the building are allowed without the prior
written consent of Landlord, which consent will not be unreasonably withheld,
conditioned or delayed. "Reasonable," as used herein, shall mean using customs
and practices generally accepted in the industry. In addition, as a condition to
any such approval, Landlord may require that any such alterations or
modifications be removed upon termination of the Lease. No openings or cuts
through the roof or the exterior walls of the buildings on the Premises shall be
permitted without the written consent of Landlord which can be granted or denied
in Landlord's reasonable discretion.

     11. Removal of Fixtures. Tenant may (if not in default hereunder) prior to
the expiration of this Lease, or any extension thereof, remove all personal
property, fixtures and equipment which Tenant has placed in the Premises,
provided that during such removal Tenant will make all reasonable repairs
necessary to return the Premises to its original condition, reasonable wear and
tear excepted and to repair any damages caused by such removal.

     12. Return of the Premises. Tenant agrees to return the Premises to
Landlord at the expiration or prior termination of this Lease in good condition
and repair, reasonable wear and tear, damage by storm, fire, lightning,
earthquake or other casualty alone excepted. All trash and debris and Tenant's
personal property shall be removed from the Premises, all floors will be broom
cleaned, all carpets will be vacuumed, all restrooms will be cleaned and all
cobwebs or indications of other animal or bird encroachments will be cleaned
and/or removed from the Premises. All keys, alarm codes, equipment warrantees,
and HVAC (or other equipment used in the operation of the building and belonging
to Landlord) maintenance records kept by Tenant will be turned over to Landlord
within 30 days after Tenant vacating the Premises.

     13. Condemnation. If the whole of the Premises, or such portion thereof as
will make the Premises unusable for the purpose herein leased, be condemned by
any legally constituted authority for any public use or purpose or if Landlord
sells the Premises under threat of condemnation, then in either of said events
the term hereby granted will cease from the time when possession thereof is
taken by public authorities, and rental will be accounted for as between
Landlord and Tenant as of that date.

If there is a partial taking and if it is not so extensive as to render the
remaining portion (after restorations) unsuitable for the business of Tenant,
then this Lease will continue in effect and

                                       5



Landlord, upon receipt of the award in condemnation, will expeditiously commence
and complete all necessary repairs and restorations to the Premises so as to
constitute the portion of the building not taken a complete architectural unit
and restore the Premises as nearly as practicable to its prior condition;
provided, however, that such work does not exceed the scope of the original
construction, and Landlord will not be under any duty to expend amounts in
excess of the award received by Landlord. Rent, taxes and other charges payable
by Tenant will equitably abate while Landlord's repairs and restorations are in
process. If a partial taking consists only of a street widening or utility
easement which, is reasonably determined not to materially affect Tenant's use
of the Premises including Tenant's parking and any outside storage areas, this
Lease will continue in full force and effect without abatement of rent, taxes or
other charges.

All compensation awarded for such taking or condemnation, whether for the whole
or for any part of the Premises, shall be the property of Landlord, whether such
compensation is for diminution in the value of the leasehold interest of Tenant,
the fee of the Premises, or otherwise, and Landlord shall be entitled to the
entire amount of any award for such taking or condemnation. The Tenant shall,
however, be entitled to recover from the condemning authority, if permitted by
law, any actual relocation expenses and compensation for the taking of any trade
fixtures.

     14. Compliance with Laws, Etc. Tenant agrees, at its own expense, to
promptly comply with all requirements of any legally constituted public
authority made necessary by reason of Tenant's use of said Premises. The Tenant
shall also be liable for: (a) repairs, alterations, replacements of retrofitting
required by the accessibility or path of travel requirements set forth in Title
III of the Americans With Disabilities Act of 1990, 42 USC (S) 12101, et seq.
and regulations and guidelines promulgated thereunder, as amended from time to
time (collectively, the "ADA"); (b) repairs, alterations or replacements
required to comply with federal, state or local indoor air quality laws, rules
or regulations; (c) repairs or replacements incident to CFC conversions for
heating and cooling systems; (d) installation, modification or upgrade of fire
protection and sprinkler systems; and (e) repairs, alterations or replacements
described in Exhibit "B" attached, if applicable.

     15. Assignment. Except as set forth below, Tenant may not assign this
Lease, or any interest thereunder, or sublet the Premises in whole or in part
without prior written consent of Landlord after notice of its intent to assign
or sublease, which consent shall not be unreasonably withheld, conditioned or
delayed. Tenant shall provide Landlord with the customary financial information
regarding the proposed assignee or subtenant and a statement regarding the
intended use of the property by said assignee or subtenant, except with respect
to any assignee or subtenant that is an affiliate of Tenant. Provided any such
subtenant or assignee uses the Premises for a current and existing use of
Tenant's business (regardless of whether that business is the business being
operated by the branch of Tenant currently occupying the Premises), Tenant may
(a) sublet all or part of the Premises to any corporation, the majority of whose
shares are owned by Tenant, during the period of such majority ownership only or
(b) assign this Lease to any corporation which owns more than fifty percent
(50%) of Tenant's issued and outstanding shares, or which succeeds to the entire
business of Tenant through purchase, merger, consolidation or reorganization, or
to any affiliate sharing common majority ownership with the

                                       6



Tenant without Landlord's approval but with written notice of such transfer.
Subtenants or assignees will become liable directly to Landlord for all
obligations of Tenant hereunder, without relieving Tenant's liability hereunder.
Notwithstanding anything herein to the contrary, in no event shall any subtenant
or assignee use the Premises for any immoral purpose, including, but not limited
to, massage parlors, adult bookstores, adult theaters, adult amusement
facilities, or any other type of facility selling, leasing or displaying
pornographic materials. In addition, the use of any Hazardous Materials, other
than those Hazardous Materials currently used in Tenant's business (which
Hazardous Materials shall be used in conformity with all laws), by any subtenant
or assignee shall be subject to Landlord's sole, but reasonable, discretion. As
a condition of Tenant's ability to sublease the Premises, any sublease payments
in excess of the rents due under this Lease shall be payable to the Landlord as
payments are received by the Tenant.

     16. Mortgagee's Rights. Tenant's rights will be subordinate, inferior and
subject to any bona fide mortgage or deed to secure debt which is now, or may
hereafter be, placed upon the Premises by Landlord, and Tenant agrees to execute
and deliver such documentation as may be reasonably required by any such
mortgagee to effect any subordination. Provided, however, as a condition to such
subordination, Landlord must secure from each mortgagee a nondisturbance
agreement, in a form reasonable and customarily utilized in the commercial
lending industry, providing that in the event of a foreclosure the mortgagee
will recognize the validity of this Lease and, provided that Tenant is not in
default, will not disturb Tenant's possession or its rights under this Lease.
Tenant shall attorn to such mortgagee or subsequent owner.

     17. Use of the Premises. The Tenant may use the Premises for all existing
Tenant uses and for warehouse, sales, outside storage and office purposes, and
for no other use or purpose. The Premises will not be used for any illegal
purposes, nor in any manner to create any nuisance or trespass; nor in any
manner to vitiate the insurance, based on the above purposes for which the
Premises are leased.

     18. Signs. Tenant will have the right to erect at Tenant's sole expense
signage at the entrance to and upon the Premises, including but not limited to a
customary trade sign identifying the business of Tenant. The erection of signage
by Tenant will be subject to and in conformity with all applicable laws, zoning
ordinances and building restrictions or covenants of record. On or before
termination of this Lease, Tenant will remove the signage thus erected, and will
repair any damage or disfigurement, caused by such removal. All signage proposed
by Tenant shall be subject to Landlord's review and approval, which approval
shall not be unreasonably withheld, conditioned or delayed.

     19. Entry for Carding, etc. Landlord may card the Premises "For Rent" or
"For Sale" one hundred eighty (180) days before the termination of this Lease.
Landlord may enter the Premises at reasonable hours during the term of this
Lease to exhibit the same to prospective purchasers, to insure compliance by
Tenant under the Lease and to make repairs required of Landlord under the terms
hereof.

                                       7



     20. Indemnity. Landlord and Tenant agree to indemnify and save harmless
each other and their respective affiliates, directors, officers, employees,
agents, servants, attorneys and representatives from any and all claims, causes
of action, damages, fines, judgments, penalties, costs, liabilities, expenses or
losses (including without limitation, reasonable attorneys' fees) arising during
or after the Term including without limitation during the period of time that
Tenant or Tenant's predecessors in interest have occupied the Premises under the
Existing Lease or previous leases as a result of any breach of their respective
obligations under Paragraphs 7 and 14 of this Lease.

Tenant agrees to indemnify and save harmless Landlord and its parents,
subsidiaries, affiliates, directors, officers, employees, agents, servants,
attorneys and representatives from any and all claims, causes of action,
damages, fines, judgments, penalties, costs (including environmental clean-up
costs and response costs), liabilities, expenses or losses (including without
limitation, reasonable attorneys' fees and expenses of litigation and the
retention of independent counsel protecting Landlord's interests) arising during
or after the Term including without limitation during the period of time that
Tenant or Tenant's predecessors in interest have occupied the Premises under the
prior lease or previous leases: (a) as a result of any violation by Tenant of
any applicable federal, state or local environmental laws or regulations, as
now, previously or hereinafter in effect, regulating, relating to or imposing
liability or imposing standards of conduct concerning any Hazardous Materials;
or (b) as a result of the presence, disturbance, discharge, release, removal or
cleanup of Hazardous Materials or as a result of environmental contamination or
other similar conditions which existed after commencement of the Tenant's or
Tenant's predecessor's in interest original occupancy of the Premises under
previous leases and which was caused by or brought onto the Premises by Tenant,
Tenant's predecessors in interest or their respective agents, contractors,
employees, licensees and invitees; or (c) as a result of any violation by Tenant
of the accessibility or path of travel requirements of the ADA; or (d) as a
result of Tenant's (and its subtenants and assigns) use and occupancy of the
Premises since Tenant's initial occupancy. These indemnities will survive the
expiration, cancellation or termination of the Lease. In no event, however,
shall Tenant be liable for the acts of Landlord, prior owners of the Premises or
any other tenants of the Premises, it being the intent of the parties that
Tenant be liable only for its own acts and those of its employees, licensees,
agents, subtenants and assigns.

In the event Landlord becomes involved through or on account of the terms of
this Lease, or through or on account of the use or occupancy of the Premises by
Tenant, or through or on account of the conduct of Tenant's business on or about
the Premises in any controversy or litigation with a third party, Landlord shall
be entitled to retain independent counsel for the purpose of protecting or
defending Landlord for all of Landlord's costs and attorneys' fees. If Landlord
so requests, Tenant shall execute and deliver to Landlord an indemnifying bond
with surety satisfactory to Landlord, which bond shall provide for the discharge
and payment of any and all final judgments, liens, costs, damages, expenses, and
obligations of Landlord whatsoever, in or arising out of the controversy or
litigation involving Landlord, including all costs, expenses and attorneys'
fees, incurred by Landlord in protecting Landlord's interest or defending
Landlord in such controversy or litigation. In the event Tenant and Landlord
cannot agree on the amount of any such bond, Landlord shall be entitled to have
a court of competent jurisdiction to determine the amount of such bond.

                                       8



     21. Default of Tenant. It is mutually agreed that in the event: (a) the
rent herein reserved is not paid at the time and place when and where due and
Tenant fails to pay said rent within five (5) days after written demand from
Landlord; or (b) Tenant will fail to comply with any material term, provision,
condition, or covenant of this Lease, other than the payment of rent, and will
not cure such failure within thirty (30) days after notice to Tenant of such
failure to comply or such additional time period as may reasonably be necessary
to effect a cure of the default provided that Tenant commences within said
thirty (30) day period and diligently pursues a cure of the default to
completion; or (c) Tenant causes any lien to be placed against the Premises and
does not cure the same within thirty (30) days after notice from Landlord to
Tenant demanding cure; or (d) proceedings under the Bankruptcy Act for
bankruptcy are filed by or against Tenant as Tenant's performance hereunder, and
if filed against Tenant, have not been dismissed within thirty (30) days after
the filing; or (e) an assignment of Tenant's property for the benefit of
creditors is made; or (f) a receiver, conservator, or similar officer is
appointed by a court of competent jurisdiction to take charge of all or a
substantial part of Tenant's property and within thirty (30) days after
appointment the officer is not discharged and possession of the property is not
restored to Tenant; or (g) Tenant's interest in the Premises or under this Lease
is the subject of taking or levy under execution, attachment, or other process
of law and the action is not cancelled or discharged within thirty (30) days
after its occurrence; or (h) Tenant abandons the Premises and leaves it in a
condition that could be vandalized or occupied by unauthorized third parties;
THEN in any of such events, Landlord will have the option to do any of the
following, in addition to, and not in limitation of any other remedy permitted
by law or in equity or by this Lease: (1) re-enter and repossess the Premises
and remove any property of Tenant thereon and store the same elsewhere at
Tenant's expense without relieving Tenant from any liability or obligation; or
(2) relet the Premises or any part thereof for Tenant's account, but without
obligation to do so and without relieving Tenant from any liability or
obligation, applying any amount received by Landlord from reletting first to all
reasonable costs and expenses incurred by Landlord in reletting; or (3) bring an
action then or thereafter against Tenant to recover the amount of any payment
owing by Tenant to Landlord as the same is due, becomes due, or accumulates; or
(4) accelerate all rent due under this Lease and bring then or thereafter an
action for all such amounts due and owing by Tenant to Landlord; or (5)
terminate this Lease by giving Tenant written notice thereof, without relieving
Tenant from any obligation or liability for payments theretofore or thereafter
becoming due or any other present or prospective damages or sums due or provided
by law or this Lease and resulting from Tenant's default; or (6) terminate this
Lease, relieving Tenant of any liability or obligation for rental payments or
others payments thereafter becoming due; or (7) exercise any combination of the
above remedies or any other remedy provided by law or in equity. Landlord's
remedies set forth in this Lease are cumulative and are not in limitation of any
remedies given by law or in equity. Landlord's forbearance to terminate shall
not waive Landlord's right to do so in the event of a continuing or subsequent
default. Any notice in this provision may be given by Landlord or its attorney.
No termination of this Lease prior to the normal ending thereof, by lapse of
time otherwise, will affect Landlord's right to collect rent for the period
prior to the termination thereof. Landlord's right to pursue any remedy afforded
to it herein or at law or in equity shall be subject to an obligation on the
part of the Landlord to take all reasonable and prompt action required by
Florida law to mitigate its damages as a result of any Tenant default.

                                       9



     22. Default of Landlord. Should Landlord fail to perform any of its
obligations hereunder, Landlord will have a period of thirty (30) days after its
receipt of written notice from Tenant of a failure of performance within which
to commence a cure of that failure or such additional period of time as may
reasonably be necessary to effect a cure of the default provided that Landlord
commences said cure within said thirty (30) day period and diligently pursues a
cure of the default to completion. Failure of Landlord to commence that cure
within the 30-day period or to effect that cure within that 30-day period or the
additional period as provided above will be an event of default under this Lease
and Tenant may, at its option, elect to: (a) bring an action to require specific
performance of Landlord's obligations; (b) provide Landlord with an additional
period of time within which to effect that cure; (c) commence such cure itself,
and Tenant may either, at its option, offset any expenses it incurs in effecting
such cure against the rent and other charges due and payable by Tenant
hereunder, or require that Landlord immediately reimburse Tenant for its
expenses; provided, however, in the event of an emergency, Tenant may
immediately effect a cure of Landlord's failure should Landlord fail to act
immediately to do so, without the requirement of any notice by Tenant to
Landlord; and/or (d) pursue any other remedies provided herein or provided by
law.

     23. Warranties. Landlord warrants that Landlord owns the Premises in fee
simple and has the right to enter into this Lease and that the Premises are free
from liens and encumbrances except for utility easements and un-violated
restrictive covenants which do not materially adversely affect Tenant's intended
use of the Premises; and covenants that Tenant, provided it performs all of its
obligations under this Lease, will peaceably and quietly enjoy the Premises
during the Lease term without any disturbance from Landlord, anyone claiming by,
through or under Landlord, or any other party, except as otherwise specifically
provided in this Lease.

     24. Holding Over. If Tenant remains in possession of the Premises after
expiration of the term hereof, with Landlord's acquiescence and without any
express agreement of the parties, Tenant will be a tenant-at-will at the rental
rate equal to 150% of the rent in effect at end of the Lease; and there will be
no renewal of this Lease by operation of law.

     25. Notices. Any notice given pursuant to this Lease will be in writing and
sent by certified mail to:

     (a) Landlord: Hughes, Inc.
                   P.O. Box 568065
                   Orlando, Florida 32804
                   Attention: Vincent Hughes
                   Phone No.:(407) 648-8587 / Fax No.:
                                                       -------------

                   and

                   Hughes, Inc.
                   1411 Edgewater Drive, Suite 200
                   Orlando, Florida 32804
                   Attention: Vincent Hughes
                   Phone No.:(407) 648-8587 / Fax No.:
                                                           -------------

                                       10



                              [LANDLORD TO VERIFY]

or to such other address as Landlord may hereafter designate in writing to
Tenant.

                                       11



     (b) Tenant:   Hughes Supply, Inc.
                   20 North Orange Avenue, Suite 200
                   Orlando, Florida 32801
                   Attention: Associate General Counsel
                   Phone No.: (407) 841-4755 / Fax No.: (407) 649-3018

or to such other address as Tenant may hereafter designate in writing to
Landlord.

     26. Recording. This Lease shall not be recorded by either party.

     27. Construction of Lease Terms. The terms of this Lease will not be
construed more strongly against any party, regardless of which party was
responsible for the preparation and drafting of this Lease.

     28. Attorneys and Other Professional Fees. In any litigation between the
parties regarding this Lease, the losing party agrees to pay to the prevailing
party its reasonable attorneys', paralegals', accountants', consultants', and
experts' fees and expenses of litigation at all trial, appellate and alternative
dispute resolution levels and forums. For purposes of this paragraph, a party is
to be considered the prevailing party if:

     (a)  it initiated the litigation and obtains (by judgment or agreement)
          substantially the relief sought; or

     (b)  it did not initiate the litigation and the other party does not obtain
          (by judgment or agreement) substantially the relief sought.

     29. Waiver of Rights. No failure of Landlord to exercise any power given
Landlord hereunder, or to insist upon strict compliance by Tenant with its
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof will constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof.

     30. Rights Cumulative. All rights, powers and privileges conferred
hereunder upon the parties hereto will be cumulative but not restrictive to
those given by law.

     31. Time of Essence. Time is of the essence of this Agreement.

     32. Definitions. "Landlord" as used in this Lease will include first party,
its heirs, representatives, assigns, and successors in title to the Premises.
"Tenant" will include second party, its heirs and representatives, assigns and
successors, and if this Lease will be validly assigned, or sublet, will include
also Tenant's assignees or sub-Tenants, as to the Premises covered by such
assignment or sub-lease. "Landlord" and "Tenant" include male and female,
singular and plural, corporation, partnership or individual, as may fit the
particular parties.

                                       12



     33. Entire Agreement. This Lease contains the entire agreement of the
parties hereto, and no representations, inducements, promises or agreements,
oral or otherwise, between the parties, not embodied herein, will be of any
force or effect.

     34. Severability and Governing Law. If any term, covenant or condition of
this Lease or the application thereof to any person, entity or circumstance
will, to any extent, be invalid or unenforceable, the remainder of this Lease,
or the application of such term, covenant, or condition to persons, entities or
circumstances other than those which or to which sued may be held invalid or
unenforceable, will not be affected thereby, and each term, covenant or
condition of this Lease will be valid and enforceable to the fullest extent
permitted by law. This Lease shall be governed by and construed in accordance
with the law of the state in which the Premises are located. Venue shall lie in
the State courts for the County where the Premises is located.

     35. Brokerage. On or before the commencement of the additional term of this
Lease, Landlord will pay a real estate commission to: Realty Capital Advisors,
Inc. as Landlord's representative and listing broker pursuant to a separate
agreement. Each of Landlord and Tenant warrants to the other that, other than as
stated in this Paragraph, and as specifically set forth herein, no commissions
are payable or due to any other broker or finder in connection with this Lease
and each of Landlord and Tenant agrees to indemnify, defend and hold the other
harmless from and against any commissions or fees or claims for commissions or
fees arising under the indemnifying party, which indemnification will expressly
survive the termination of this Lease. Tenant agrees that any fee or other
remuneration to Mohr Partners, Inc. shall be the sole responsibility of Tenant
and Tenant shall indemnify Landlord and Realty Capital Advisors, Inc. from any
claims brought by, or on behalf of, Mohr Partners, Inc.

     36. Radon Gas. RADON GAS: Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in the
state in which the Premises are located. Additional information regarding radon
and radon testing may be obtained from your county public health unit.

     37. Mechanic's Liens. Landlord's interest in the Premises is not subject to
liens for improvements or work made or done by Tenant to or upon the Premises,
and such liability is expressly prohibited as contemplated by Section 713.10,
Florida Statutes. Tenant shall not cause or permit any mechanic's lien to be
placed against the Premises. If any mechanic's lien is placed against the
Premises, or any claim thereof is filed against the premises as the result of
anything done or permitted by Tenant, Tenant shall cause the same to be removed
within thirty (30) days after being notified thereof, and shall indemnify and
hold Landlord harmless from adverse effects thereof; provided, however, Landlord
shall have the right to pay and discharge any such lien if the same is not
removed by Tenant as provided herein, and Tenant shall forthwith pay to Landlord
all amounts incurred by Landlord in removing such lien, or protecting against
such lien, including, without limitation, attorneys' fees and costs.

     38. Relationship of Parties. Nothing contained in this Lease shall
constitute or be construed to create the relationship of principal and agent,
partnership, joint venturers or any other relationship between the parties
hereto other than the relationship of Landlord and Tenant.

                                       13



     39. Certificates. Landlord and Tenant shall at any time from time to time,
upon not less than twenty (20) days prior written notice from the other party,
execute, acknowledge and deliver to the other party a statement, in writing,
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect, as
modified and stating the modifications), and the date to which the rental has
been paid and whether or not there is any existing default by Tenant with
respect to any sums of money required to be paid by Tenant under the terms of
this Lease, or whether a notice of default has been served by Landlord or
Tenant, it being intended that any such statement delivered pursuant to this
paragraph may be relied upon by any prospective or existing mortgagee or
assignee of any mortgage or purchaser of the Premises or by any prospective
assignee or subtenant of the leasehold estate. If any such certification by
Landlord shall allege non-performance by Tenant the nature and extent of such
non-performance, insofar as actually known by Landlord, shall be summarized
therein.

     40. Hazardous Materials. The term "Hazardous Substances," as used in this
Lease shall include, without limitation, flammables, explosives, radioactive
materials, asbestos, polychlorinated biphenyls (PCB's), chemicals known or
suspected to cause cancer or reproductive disorders or birth defects,
pollutants, contaminants, hazardous wastes, solid wastes, mold, mildew,
hazardous materials, hazardous substances, toxic substances or related
materials, petroleum and petroleum products, including without limitation, any
compound or substance containing any of the foregoing, and substances declared
to be hazardous or toxic under any law, statute, ordinance, or court order or
decision, or any regulation promulgated by any agency or governmental entity,
now in effect or enacted, passed decided or promulgated at any time in the
future or that existed in the past during the Tenant's or Tenant's predecessor
in interest's previous occupancy.

          (a) Tenant's Restrictions. Tenant shall not cause, have caused or
affirmatively permit and shall take reasonable steps to avoid causing:

               (1) Any violation of any federal, state or local law, statute,
     ordinance or regulation, previously, now or hereafter enacted or
     promulgated, related to the presence, escape, seepage, leakage, spillage,
     discharge, emission or release of any Hazardous Substance on, under or
     about the Leased Premises or any other environmental conditions, on, under
     or about the Premises.

               (2) The use, generation, manufacture, refining, production,
     processing, storage or disposal of any Hazardous Substance on or about the
     Premises without Landlord's prior written consent, which written consent
     may be denied, withdrawn, conditioned or modified by Landlord at any time
     and from time to time in its sole and absolute discretion. Notwithstanding
     the foregoing, Landlord acknowledges and consents to Tenant's lawful use,
     storage and sale of those Hazardous Substances that are currently used,
     stored or sold by Tenant in the ordinary course of its business (it being
     the intent of the parties that "the ordinary course of its business" shall
     include all operations of Tenant existing at the execution of this Lease,
     regardless of whether such business is being operated on the Premises), as
     well as comparable or equivalent substances that may

                                       14



     be used, stored or sold by Tenant in the future, which consent may not be
     revoked or conditioned provided Tenant is complying with all applicable
     laws, rules and regulations governing such Hazardous Materials.

          (b) Tenant's Covenants. Throughout the term of this Lease, Tenant
shall:

               (1) Afford the Landlord full and complete access to and upon the
     Premises upon reasonable prior notice and, during Tenant's business hours,
     except in the event of an emergency, in which event no prior notice is
     required so that Landlord and/or its employees or consultants may
     investigate Tenant's compliance with all environmental laws or to determine
     whether any Hazardous Substances exist or are present on, under or about
     the Premises.

               (2) Except as specifically set forth herein, at Tenant's sole
     cost and expense, cause the Premises and all of Tenant's business
     operations thereon to comply with all laws, statutes, ordinances and
     regulations governing the use, generation, transportation, storage, release
     or disposal of any Hazardous Substances by Tenant, its employees, agents or
     contractors ("Tenant Parties"). Notwithstanding anything herein to the
     contrary, Tenant shall not be responsible for curing any non-compliance
     which (i) arose prior to Tenant's initial occupancy of the Premises; and/or
     (ii) arose or may arise from an off-site source and which was not caused by
     the acts and/or omissions of Tenant or Tenant Parties; and/or (iii) arose
     or may arise as a result of the acts or omissions of Landlord, its agents,
     licensees and assigns, or any third party, it being the intent of the
     parties that Tenant shall be responsible only for the compliance of Tenant
     and Tenant Parties.

               (3) In the event that Tenant receives any warning, notice of
     violation, complaint or order in regard to any private or governmental
     action or investigation taken related to or in any way connected with the
     presence of any Hazardous Substances on, under or about the Premises,
     Tenant shall immediately upon receipt thereof deliver a copy of any such
     warning, notice or order to the Landlord.

               (4) In the event that Tenant has used or uses, generates,
     transports or stores any Hazardous Substances on or about the Premises and
     Landlord has consented to such use, generation, transportation, or storage
     in writing, then as an additional condition of such consent Tenant shall at
     its sole costs and expense apply for, obtain and continuously and
     completely comply with the conditions of any and all permits and approvals
     required therefor by any governmental authority, agency or instrumentality.

               (5) To the extent required by any applicable law related to the
     use, generation, production or storage of Hazardous Substances, Tenant
     shall keep and maintain complete and accurate records available at all
     times for inspection by Landlord, of all manifests, receipts, bills of
     lading and other indicia or evidence of the receipt of all Hazardous
     Substances and the subsequent use, processing, disposal and/or shipment of
     the Hazardous Substances, all as may be required to confirm that no loss or
     release of Hazardous Substances has occurred, or if a loss or release has
     occurred, the

                                       15



     documentation will confirm the exact nature of the loss or release, and
     Tenant shall, if requested by Landlord, supply copies of all documents to
     Landlord.

               (6) In the event that the Tenant shall place upon the Premises
     any underground storage tanks, Tenant shall be responsible at its sole cost
     and expense for complete and continuous compliance with each and every one
     of the requirements of any statute or regulation with respect to
     underground storage tanks, including without limitation, Florida
     Administrative Code Chapter 17-761 and any subsequent additions or
     amendments thereto or replacements therefor, including without limitation
     the requirements regarding registration, installation, operation, repairs,
     notification, reporting, record keeping, financial responsibility of the
     operator, tank and piping performance standards, system release detection
     standards, release detection and tightness testing standards, inventory
     monitoring and reconciliation, removal from service and/or closure. All
     inventory records and testing records as may be required under Florida
     Administrative Code Chapter 17-761 shall be available for inspection by
     Landlord at any time and from time to time and all submittals to the
     Florida Department of Environmental Regulation in regard to the underground
     storage tank shall also be simultaneously delivered to Landlord.

               (7) In the event the Premises shall contain any above ground
     storage tank or storage vessel placed by Tenant, its employees, agents or
     contractors, Tenant shall be responsible at its sole cost and expense for
     complete and continuous compliance with any statues or regulations
     pertaining thereto and shall construct, after prior written approval by
     Landlord of all plans therefor, all containment dikes, revetments, holding
     areas, catch basins, or other structures or devices required by law or
     regulation. Landlord's approval of such plans shall not constitute an
     acceptance by Landlord of such construction as satisfactory for regulatory
     purposes, but shall only constitute approval for the construction to occur.

          (c) Injunctive Relief. In the event of Tenant's violation of or
noncompliance with any of the restrictions or covenants (respectively a
"Restriction" or a "Covenant") set forth in sub-paragraphs (a) and (b) above,
Tenant acknowledges and agrees that Landlord shall be irreparably harmed and may
not have an adequate remedy at law. Accordingly, Tenant hereby covenants and
agrees that in the event of any such violation or noncompliance by Tenant
Parties, Landlord shall be entitled to seek and obtain an injunction prohibiting
any threatened or continuing violation of a Covenant or Restriction, or an order
of specific performance requiring performance of a Covenant, as the case may be,
and the Landlord shall not be required to post any bond or other security in
regard to such injunction.

          (d) Environmental Testing. Landlord shall have the right at any time
and from time to time, to conduct such environmental testing and investigations
as the Landlord deems necessary and desirable. Such investigations and testing
shall be at the expense of Landlord; provided, however, that in the event that
any such investigation or test reveals the presence or existence of any
Hazardous Substance, on, under or about the Premises that is introduced by
Tenant, Tenant's predecessor in interest or their respective employees,
invitees, agents or contractors, other than Hazardous Substances on the Premises
pursuant to an approval

                                       16



of Landlord which is appropriately containerized and documented fully and
completely in accordance with all applicable laws and permit requirements, then
all costs for such investigation or test and any further investigations or tests
desired by Landlord shall be borne solely and completely by Tenant.

          (e) Environmental Clean-up. In the event that any governmental
authority, agency or instrumentality or any private party notifies Tenant of the
existence of any Hazardous Substances on, under or about the Premises that is
introduced by Tenant, or its respective employees, invitees, agents or
contractors, then Tenant shall be solely and completely responsible, liable and
obligated at its sole cost and expense to clean-up and remediate the Premises
and/or any other property contaminated by any Hazardous Substances on, under or
about the Premises arising out of and occurring during the use and occupancy of
the Premises by Tenant in accordance with all standards and requirements of any
applicable government authority. In connection with such clean-up and/or
remediation, Tenant further agrees as follows:

               (1) All reports, plans, investigations and/or other written
     material to be submitted by Tenant and/or its consultants to any
     governmental authority, agency or instrumentality or any private party
     shall be submitted first to Landlord for its review and approval, which
     approval shall not be unreasonably withheld, conditioned or delayed.

               (2) Landlord shall be given prior written notice of and shall be
     afforded the opportunity to attend any discussions with any governmental
     authority, agency or instrumentality in regard to the clean-up and/or
     remediation of any Hazardous Substances on, under or about the Premises, or
     any adjacent lands.

               (3) Tenant shall promptly provide all information regarding the
     use, generation, storage, transportation, disposal, clean-up and/or
     remediation of Hazardous Substances on, under or about the Premises as
     reasonably required by Landlord from time to time.

               (4) Tenant hereby understands and agrees that Landlord shall have
     the right, but shall not be required, at any time to undertake the clean-up
     and remediation of the Premises on its own behalf at Tenant's expense in
     the event that Landlord determines in its reasonable discretion that
     Tenant's efforts have been inadequate. All expenditures of Landlord for
     such clean-up and remediation shall constitute additional rental hereunder
     and immediately due and payable upon invoicing.

          (f) Tenant's Indemnity. Tenant hereby covenants and agrees to
indemnify, defend and hold harmless Landlord, and its respective officers,
directors, beneficiaries, shareholders, partners, agents, employees and
consultants from and against any and all fines, penalties, suits, procedures,
claims, investigations, audits, inquiries and actions of every kind or nature
and any and all fees and costs incurred in connection therewith, including
attorney's fees, paralegal's fees and consultant's fees, whether incurred before
trial, at trial, upon any appellate levels or in any administrative or
bankruptcy proceedings, arising out of or in any way connected with the
presence, escape, seepage, leakage, spillage, discharge, emission or release of
any

                                       17



Hazardous Substances as a result of and during the use and occupancy of the
Premises by the Tenant on, under or about the Premises or any adjacent lands for
any violation or breach by Tenant or Tenant Parties of any of the restrictions
or covenants set forth in this paragraph 40. In the event a claim is made upon
the Landlord, the Landlord shall promptly give notice of such claim to the
Tenant, and shall promptly deliver to Tenant all information and written
material available to the Landlord relating to such claim. If such claim is
first made upon the Tenant the Tenant shall promptly give notice of such claim
to the Landlord. The Tenant shall defend in the name of the Landlord any claim
in any appropriate administrative or judicial proceedings and take whatever
actions may be reasonably requested of the Landlord to permit the Tenant to make
such defense and obtain an adjudication of such claim on the merits, including
the signing of pleadings and other documents, if necessary; provided the Tenant
shall defend the claim with counsel reasonably satisfactory to the Landlord and
Tenant provides the Landlord with evidence reasonably satisfactory to the
Landlord that the Tenant can satisfy the claim if it is upheld. In addition to
the liability for the ultimate settlement or judgment, if any, arising out of
such claim under this paragraph Tenant shall be solely responsible for all the
expenses incurred in connection with such defense or proceedings, regardless of
their outcome including attorney's fees incurred at all trial and appellate
levels.

          (h) Survival. Tenant's duties, obligations and liabilities under this
paragraph are a material inducement for Landlord to enter into this Lease and
shall survive the expiration or other termination of this Lease Agreement.

     41. Reimbursement for Costs. Landlord and Tenant acknowledge that Tenant
has expended a considerable amount of time and effort in negotiating this Lease
(and the other amended and restated) with Landlord. To compensate Tenant for its
efforts, Landlord hereby agrees to pay to Tenant, in equal annual installments,
due and payable on the first day of any such lease year, an amount equal to two
percent (2%) of the base rents payable throughout the term of this Lease,
exclusive of all taxes, insurance, utilities, maintenance, and repair costs and
other expenses to be paid by Tenant hereunder.

     IN WITNESS WHEREOF, the parties herein have executed this Lease on the day
and year first above written.

                                             "LANDLORD"

Witnesses:                                   HUGHES, INC., a Florida corporation


                                             By:
- --------------------------------                 -------------------------------

Printed:                                     Printed:
         -----------------------                      --------------------------

                                             Title:
                                                    ----------------------------

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

Printed:
         -----------------------

                                       18



                                             "TENANT"

                                             HUGHES SUPPLY, INC., a Florida
                                             corporation


                                             By:
- --------------------------------                 -------------------------------

Printed:                                     Printed:
         -----------------------                      --------------------------

                                             Title:
                                                    ----------------------------
- -------------------------------

Printed:
         -----------------------

                                       19



                                   EXHIBIT "A"

                         (Sketch and Legal Description)

                                       20



                             Title Commitment Legal

Description of Real Property Situated in Sarasota County, Florida:

Commence at the SE corner of the NW 1/4 of the SE 1/4 of Section 17; thence West
along C/L of 12th Street, 313.64 feet; thence North 25 feet to the North R/W of
12th Street for Point of Beginning; thence North 250 feet; thence East 288.64
feet; thence North 372.62 feet; thence West 775.24 feet; thence South 372.88
feet; thence along curve to right 120.75 feet; thence along curve to left 130.14
feet; thence East 50 feet; thence Northeasterly along curve to right 120.76
feet; thence Northerly along curve to left 87.65 feet; thence East 134.26 feet;
thence South 206.97 feet; thence East 300 feet to Point of Beginning, Less R/W
for 12th Street as described in Official Records Book 2278, Page 2920 and
Official Records Book 1692, Page 1050, Public Records of Sarasota County,
Florida.

                                       21



                      Legal Description from Existing Lease

Approximately 3.8 acres of land located adjacent to the northwest corner of
property currently leased by Hughes Supply, Inc. (Lessee) from Hughes, Inc.
(Lessor), including the recently completed 17,500 square feet building, paved
parking and storage areas, and retention pond, with a street address of 2525
12th Street, Sarasota, Florida.

Beginning at the SE corner of the NW 1/4 of the SE 1/4 of Section 17, Township
36 South, Range 18 East, Sarasota County, Florida; thence run west along the
centerline of 12th Street 313.64 feet; thence north 00(degree)15'04" east 25
feet to the north R/W of said 12th Street for a point of beginning; thence
continue north 00(degree)15'04" east 367.59 feet; thence south 89(degree)56'05"
west 302.03 feet; thence south 00(degree)05'55" east 366.95 feet to the north
R/W of said 12th Street; thence east along said R/W 300 feet to the point of
beginning.

Includes 20,000 square feet of office and warehouse plus approximately 38,000
square feet of parking and storage areas, with a street address of 2525 12th
Street, Sarasota, Florida.

                                       22



                                   EXHIBIT "B"

                                (Current Repairs)

                                       23



                                  ADDENDUM "A"

                             (ADDITIONAL PROVISIONS)

     THIS ADDENDUM "A" (ADDITIONAL PROVISIONS) ("Addendum") is made and entered
effective as of the 1st day of April, 2003, by and between HUGHES, INC., a
Florida corporation ("Landlord"), and HUGHES SUPPLY, INC., a Florida corporation
("Tenant"), and is attached to and is an integral part of the Subject Lease (as
defined below).

          A. Simultaneous herewith, Landlord and Tenant entered into eleven (11)
different Amended and Restated Lease Agreements for the demised premises
("Premises") described therein (collectively, the "Leases"). In order to
simplify the drafting process, the parties used a form lease to incorporate the
basic provisions of each of the Leases. This Addendum relates to the lease for
the Premises located at 521 West Central Boulevard, Orlando, Florida (the
"Subject Lease"). The purpose of this Addendum is to set forth the site specific
provisions for the Subject Lease.

          B. Landlord and Tenant desire to amend the Subject Lease pursuant to
the terms as set forth below.

     NOW THEREFORE, in consideration of the mutual covenants contained in the
Lease and herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:

     1. All terms and conditions set forth in the Subject Lease are herein
incorporated by this reference and the defined terms set forth herein shall have
the meanings associated to them in the Subject Lease.

     2. The base rent, as referenced in paragraph 3 of the Subject Lease, is as
follows: Annual rent for the first year of the Subject Lease is $308,570.00,
payable in equal monthly installments of $25,714.17. Thereafter, rent for each
successive year of the Subject Lease Term shall increase to an amount equivalent
to 104% of the rent for the immediately preceding year.

     3. The following paragraphs or subparagraphs (as noted) are hereby added to
the Subject Lease:

          (a) Provided it is not then in default under the Subject Lease, Tenant
     may extend the term one (1) time for a one (1) year extension by written
     notice of its election to do so given to Landlord at least one hundred
     eighty (180) days prior to the then-current expiration date. The extended
     term will be on all of the terms and conditions of the Subject Lease,
     including without limitation, the annual increase as set forth in paragraph
     2 above.

                                       24



     4. The following provisions of the Subject Lease (as noted) are hereby
modified as follows:

          (a) Notwithstanding anything in Paragraphs 7 and 14 of the Subject
     Lease to the contrary, Tenant shall have no maintenance or repair
     obligations except for those necessary to address any health and/or safety
     concerns with respect to the Premises. In the event the Premises is cited
     by any applicable authority for any non-compliance, Tenant shall have the
     option to either (i) make such repairs as are required by the citing
     authority; or (ii) shut down Tenant's operations. The Landlord acknowledges
     and agrees that it is its intent to raze the building upon termination of
     the Lease and therefore accepts this limitation in Tenant's obligations.
     Furthermore, the limitations on repairs as provided above shall not operate
     to limit or in any way impair the indemnity obligations of the Tenant to
     the Landlord arising from Tenant's use and occupancy of the Premises.

     5. The Subject Lease remains in full force and effect as amended above.

     IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed effective the date first written above.

WITNESSES:                                   LANDLORD:

                                             HUGHES, INC.,
                                             a Florida corporation


                                             By: /s/ Vincent Hughes
- --------------------------------                 -------------------------------

Print Name:                                  Name:
           ---------------------                   -----------------------------
                                             Title:
                                                    ----------------------------

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

Print Name:
           ---------------------

                                       25



                                             TENANT:

                                             HUGHES SUPPLY, INC.,
WITNESSES:                                   a Florida corporation


                                             By: /s/ Mark D. Scimeca
- --------------------------------                 -------------------------------

Print Name:                                  Name:
           ---------------------                   -----------------------------
                                             Title: Associate General Counsel

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

Print Name:
           ---------------------

                                       26



                                                                 Exhibit 10.1(j)

341 South Seaboard Avenue
Venice, Florida

                      AMENDED AND RESTATED LEASE AGREEMENT

     THIS AMENDED AND RESTATED LEASE (this "Lease") is made effective as of
April 1, 2003, by and between HUGHES, INC., a Florida corporation, first party,
hereinafter referred to as "Landlord", and HUGHES SUPPLY, INC., a Florida
corporation, second party, hereinafter referred to as "Tenant" who covenant and
agree as follows:

     WHEREAS, Landlord and Tenant are parties to numerous leases (the "Original
Leases") for various sites located in Florida, including, but not limited to,
that certain lease dated March 31, 1988, as amended (the "Existing Lease"), for
the premises more particularly described therein. Landlord and Tenant are in the
process of amending and restating the majority of the Original Leases, including
the Existing Lease. In order to simplify the drafting of each amended and
restated lease, the parties are using a form document for each site. Attached to
each amended and restated lease is an Addendum "A," Additional Provisions, which
sets forth the site specific provisions for each individual site (the
"Addendum"). In each instance, in the event of any conflict between the amended
and restated lease and the Addendum, the terms of the Addendum shall control;
and

     WHEREAS, Landlord and Tenant desire to extend the term of the Existing
Lease and otherwise amend and restate the terms and conditions thereof. It is
the intent of the parties that this Lease serve as a novation of the Existing
Lease unless specifically stated to the contrary herein.

     NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Landlord and Tenant agree as
follows:

     1. Premises. Landlord, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, reserved and contained, to
be paid, kept and performed by Tenant, has leased and rented, and by these
presents does lease and rent, unto said Tenant, and said Tenant hereby agrees to
lease and take upon the terms and conditions which hereinafter appear, the
following described property (hereinafter called "Premises"). The Premises
consists of real property and improvements located at 341 South Seaboard Avenue,
Venice, Florida, including, without limitation, an approximately 19,775 square
foot building, all as set forth in Exhibit "A" attached hereto and made a part
hereof. Notwithstanding the foregoing, Landlord and Tenant acknowledge that the
square footages are not represented measurements, but estimates only. Tenant has
had the opportunity to verify the square footages, has not done so, and Tenant,
therefore, agrees to hold Landlord harmless from any discrepancy in the
estimated and actual square footage of the building. The parties acknowledge
that the legal description used in the Existing Lease may have been inaccurate,
but that the parties have not been able to verify same prior to the execution of
this Lease. It is in the best interest of the parties that Tenant continue to
use all such space it has been using under the Existing Lease, regardless of the
actual legal description or other depiction of the Premises contained in the
Existing Lease. Exhibit "A" contains both a sketch of the Premises and the legal
description. In the event of any dispute as to what comprises the Premises, the
actual space used by Tenant under the Existing Lease shall be the accepted
description, with the sketch controlling over the address of the Premises, and
the address of the Premises controlling over the legal description attached
hereto. Notwithstanding anything herein to the contrary, Landlord shall have the
right, within sixty (60) days of the execution of this Lease, to have a new
survey of the Premises prepared and, upon approval by Tenant, said survey shall
serve as the legal description for the Premises. In the event a new survey is
prepared and available

                                       1



prior to execution of this Lease, the legal description and depiction set out in
the new survey (which will be a part of the Exhibit "A" attached hereto),
approved by both parties, shall control.

     2. Term. Tenant shall continue to have and hold the Premises for an
additional term of five (5) years, said additional term to commence effective as
of April 1, 2003, and to end on March 31, 2008.

     3. Rental. Tenant shall pay as rental for the Premises for the term of this
Lease the amounts set out in Addendum "A" attached hereto and made a part
hereof. The rental shall be due and payable without setoff or deduction, except
as specifically provided herein, in equal monthly installments as set out in
Addendum "A" in advance on the 1st day of each and every calendar month during
the term of this Lease. The first payment of such rental is to be made on April
1, 2003; provided, however, Landlord acknowledges that Tenant has already paid
the rent for the months of April and May, 2003, pursuant to the terms of an
extension agreement between the parties, and therefore Landlord agrees that only
the difference between the rent due under the Existing Lease and the rent due
under this Lease shall be due and payable for the month of April. All rental due
and payable under this Lease shall be made payable to: HUGHES, INC. and
delivered to the following address: P.O. Box 568065, Orlando, Florida 32856-8065
or such other address as Landlord may designate in writing to Tenant from time
to time. For questions regarding payment of rental under this Lease, Tenant may
call: Vincent Hughes at the following phone number: (407) 648-8587.

     4. Utility Bills. Tenant will pay all utility bills of all types,
including, but not limited to, water and sewer, natural gas, electricity and
sanitary pick up bills for the Premises, or used by Tenant in connection
therewith. If Tenant does not pay same, Landlord may, but shall not be obligated
to pay the same, and such payment will be added to the rental of the Premises
and reimbursed immediately to Landlord upon invoicing to Tenant.

     5. Taxes. Provided that Landlord has made arrangements for all tax-related
notices and bills to be promptly delivered directly to or forwarded to Tenant,
Tenant will pay all real property taxes, non ad valorem assessments and/or
special assessments (provided, however, that as to special assessments used to
fund improvements benefiting or located on or in the vicinity of the Premises,
which improvements have a useful life in excess of the then-remaining portion of
the additional term of this Lease, the assessments shall be paid in installments
over the longest period permitted by law or ordinance, with Tenant responsible
only for the prorated portion of such special assessments allocable to the
portion of such useful life occurring during the term of this Lease, which may
be assessed by any lawful authority against the Premises during the term of this
Lease (including any extension), including any partial year, in November of each
year or at the earliest date possible to take advantage of the maximum discount
available. Tenant shall provide Landlord with evidence of payment of the same
within fifteen (15) days after said payment. Tenant will pay any and all ad
valorem taxes assessed against the personal property located on the Premises,
during the entire term thereof. Tenant shall have the right, at Tenant's sole
expense, to appeal any and all taxes applicable to the Premises and Landlord
agrees that Landlord will cooperate with Tenant reasonably and sign all
documents reasonably required in connection with any such appeal. Tenant may
delay payment of any portion of such taxes which are the subject of an appeal
until the resolution of such appeal, in which event Tenant shall be solely
responsible for the payment of any penalties, interest, or additional taxes
which result from such delay. Notwithstanding the foregoing, Tenant shall not
permit the filing of a tax lien against the Premises. Tenant shall pay all
applicable sales, excise or other taxes as required by law (but not income
taxes) which are due and payable on the rents and other sums paid by Tenant
hereunder at the time of payment of said rental and other sums to Landlord. Real
Estate taxes for any partial lease years shall be prorated and paid within
thirty (30) days after invoicing by Landlord.

                                       2



     6. Insurance. Tenant shall carry, at Tenant's sole cost and expense and
throughout the term of this Lease and all renewals and extensions thereof: (a)
"All Risk" insurance coverage on the demised Premises in an amount not less than
the full insurable value (the term "full insurable value" will mean the actual
replacement cost, excluding foundation and excavation costs, as reasonably
determined by Landlord; (b) insurance coverage on all equipment, fixtures and
appliances owned by Tenant; and (c) comprehensive general liability insurance
coverage with respect to the Premises in an amount not less than $1,000,000.00
per occurrence and $5,000,000.00 in the aggregate.

Landlord and Tenant shall each name the other as an additional insured under all
insurance policies required by each of them to be maintained hereunder and
furnish evidence of such coverages and additional insured status in the form of
certificates of insurance to the other prior to the commencement of the term of
this Lease and at least fifteen (15) days prior to the earlier of the
commencement of each year of the term of this Lease or the date upon which such
insurance coverage would otherwise lapse if not renewed. All insurance provided
for in this Lease will be effected under enforceable policies issued by insurers
of recognized responsibility licensed to do business in the state in which the
Premises are located. If Landlord or Tenant provides any insurance required by
this Lease in the form of a blanket policy, Landlord or Tenant, as the case may
be, shall furnish satisfactory proof that such blanket policy complies in all
respects with the provisions of this Lease and that the coverage thereunder is
at least equal to the coverage which would be provided under a separate policy
covering only the Premises or common areas, if applicable.

If Landlord so requires, the policies of insurance provided for will be payable
to the holder of any mortgage, as the interest of such holder may appear,
pursuant to a standard mortgagee clause. All such policies will, to the extent
obtainable, provide that any loss will be payable to Landlord or to the holder
of any mortgage notwithstanding any act or negligence of Tenant which might
otherwise result in forfeiture of such insurance. All such policies will, to the
extent obtainable, contain an agreement by the insurers that such policies will
not be canceled without at least thirty (30) days prior written notice to
Landlord and to the holder of any mortgage to whom loss hereunder may be
payable.

If Tenant fails to maintain all insurance as provided above, or fails to furnish
Landlord timely proof and assurance of the existence and continuance of the
insurance, such failure shall be deemed a default hereunder, and Landlord may
terminate this Lease or Landlord may, but is not obligated to, take such
measures as Landlord deems desirable to obtain the insurance for Landlord's
protection, and upon written request, Tenant shall immediately reimburse
Landlord for all costs and expenses thereof. Failure of Tenant to immediately
make such payment upon request shall be deemed a default hereunder, for which
Landlord may terminate this Lease or pursue all other rights and remedies
provided under this Lease.

The parties shall fully cooperate in making claims and furnishing information to
the insurer or insurers, and obtaining settlements and payments from the insurer
or insurers.

     7. Maintenance and Repairs by Tenant. Throughout the term of the Lease
(including any extension), Tenant shall, at its own expense, keep and maintain
in substantially the same condition as at the execution of this Lease, ordinary
wear and tear excepted, the interior and exterior of the Premises, including
without limitation, the roof, all structural components of the building or
buildings on the Premises, the parking lot and all driveways, all fences and
other structures on the Premises and all systems pertaining to water,
electrical, HVAC, and lighting. Tenant shall also be responsible for remedying
all health and safety hazards associated with the Premises caused by Tenant or
Tenant's agents or invitees. Tenant will also perform routine and regular
exterior lawn and landscaping maintenance. Tenant shall enter into and maintain
throughout the term of this Lease a service agreement with a reputable vendor
for regular maintenance to the HVAC system serving the Premises, including, but
not limited to, removal of trees and/or bushes growing against structures or
fences. Tenant also shall be responsible for correcting and repairing those
items set out in Exhibit "B" attached and made a part hereof (the "Current
Repairs"), at Tenant's sole cost and expense, within one hundred eighty (180)
days of the

                                       3



execution of this Lease. The Current Repairs should be made in a
manner consistent with the standards of the commercial industry, and Tenant
shall maintain the Current Repairs throughout the term of the Lease (including
any extension) in good condition, ordinary wear and tear excepted. Landlord
shall have the right to have the Current Repairs inspected by an independent
third party, chosen by Landlord, and reasonably acceptable to Tenant (the
"Inspector"), to ensure that the Current Repairs have been made in accordance
with industry standards. It is the intent of the parties that the Inspector's
inspection responsibilities shall relate only to the Current Repairs. Landlord
therefore agrees that the Inspector shall not request any repairs or
modifications which are not specifically designated as a Current Repair and
Tenant shall not be responsible for any repairs or modifications which are not
specifically designated as a Current Repair. Failure to complete repairs and
correction of said items within said one hundred eighty (180) day period shall
constitute a default hereunder and Landlord shall be entitled to all rights and
remedies as provided under this Lease.

     8. [INTENTIONALLY DELETED].

     9. Destruction of or Damage to the Premises. If the Premises are totally
destroyed by storm, fire, lightning, earthquake or other casualty, this Lease
will terminate as of the date of such destruction, and rental will be accounted
for as between Landlord and Tenant as of that date. If the Premises are damaged
but not wholly destroyed by any of such casualties, rental will abate in such
proportion as use of the Premises has been destroyed, and Landlord will restore
the Premises to substantially the same condition as before the damage as
speedily as practicable, whereupon full rental will recommence; however, if the
damage will be so extensive the same cannot be reasonably repaired and restored
within three (3) months' time from the date of the casualty, then either
Landlord or Tenant may cancel this Lease by giving written notice to the other
party within thirty (30) days from the date of such casualty. In such event,
rental will be apportioned and paid up to the date of such casualty.

     10. Modifications and Alterations to the Premises. No modifications,
alterations, or improvements to the building are allowed without the prior
written consent of Landlord, which consent will not be unreasonably withheld,
conditioned or delayed. "Reasonable," as used herein, shall mean using customs
and practices generally accepted in the industry. In addition, as a condition to
any such approval, Landlord may require that any such alterations or
modifications be removed upon termination of the Lease. No openings or cuts
through the roof or the exterior walls of the buildings on the Premises shall be
permitted without the written consent of Landlord which can be granted or denied
in Landlord's reasonable discretion.

     11. Removal of Fixtures. Tenant may (if not in default hereunder) prior to
the expiration of this Lease, or any extension thereof, remove all personal
property, fixtures and equipment which Tenant has placed in the Premises,
provided that during such removal Tenant will make all reasonable repairs
necessary to return the Premises to its original condition, reasonable wear and
tear excepted and to repair any damages caused by such removal.

     12. Return of the Premises. Tenant agrees to return the Premises to
Landlord at the expiration or prior termination of this Lease in good condition
and repair, reasonable wear and tear, damage by storm, fire, lightning,
earthquake or other casualty alone excepted. All trash and debris and Tenant's
personal property shall be removed from the Premises, all floors will be broom
cleaned, all carpets will be vacuumed, all restrooms will be cleaned and all
cobwebs or indications of other animal or bird encroachments will be cleaned
and/or removed from the Premises. All keys, alarm codes, equipment warrantees,
and HVAC (or other equipment used in the operation of the building and belonging
to Landlord) maintenance records kept by Tenant will be turned over to Landlord
within 30 days after Tenant vacating the Premises.

                                       4



     13. Condemnation. If the whole of the Premises, or such portion thereof as
will make the Premises unusable for the purpose herein leased, be condemned by
any legally constituted authority for any public use or purpose or if Landlord
sells the Premises under threat of condemnation, then in either of said events
the term hereby granted will cease from the time when possession thereof is
taken by public authorities, and rental will be accounted for as between
Landlord and Tenant as of that date.

If there is a partial taking and if it is not so extensive as to render the
remaining portion (after restorations) unsuitable for the business of Tenant,
then this Lease will continue in effect and Landlord, upon receipt of the award
in condemnation, will expeditiously commence and complete all necessary repairs
and restorations to the Premises so as to constitute the portion of the building
not taken a complete architectural unit and restore the Premises as nearly as
practicable to its prior condition; provided, however, that such work does not
exceed the scope of the original construction, and Landlord will not be under
any duty to expend amounts in excess of the award received by Landlord. Rent,
taxes and other charges payable by Tenant will equitably abate while Landlord's
repairs and restorations are in process. If a partial taking consists only of a
street widening or utility easement which, is reasonably determined not to
materially affect Tenant's use of the Premises including Tenant's parking and
any outside storage areas, this Lease will continue in full force and effect
without abatement of rent, taxes or other charges.

All compensation awarded for such taking or condemnation, whether for the whole
or for any part of the Premises, shall be the property of Landlord, whether such
compensation is for diminution in the value of the leasehold interest of Tenant,
the fee of the Premises, or otherwise, and Landlord shall be entitled to the
entire amount of any award for such taking or condemnation. The Tenant shall,
however, be entitled to recover from the condemning authority, if permitted by
law, any actual relocation expenses and compensation for the taking of any trade
fixtures.

     14. Compliance with Laws, Etc. Tenant agrees, at its own expense, to
promptly comply with all requirements of any legally constituted public
authority made necessary by reason of Tenant's use of said Premises. The Tenant
shall also be liable for: (a) repairs, alterations, replacements of retrofitting
required by the accessibility or path of travel requirements set forth in Title
III of the Americans With Disabilities Act of 1990, 42 USC (S) 12101, et seq.
and regulations and guidelines promulgated thereunder, as amended from time to
time (collectively, the "ADA"); (b) repairs, alterations or replacements
required to comply with federal, state or local indoor air quality laws, rules
or regulations; (c) repairs or replacements incident to CFC conversions for
heating and cooling systems; (d) installation, modification or upgrade of fire
protection and sprinkler systems; and (e) repairs, alterations or replacements
described in Exhibit "B" attached, if applicable.

     15. Assignment. Except as set forth below, Tenant may not assign this
Lease, or any interest thereunder, or sublet the Premises in whole or in part
without prior written consent of Landlord after notice of its intent to assign
or sublease, which consent shall not be unreasonably withheld, conditioned or
delayed. Tenant shall provide Landlord with the customary financial information
regarding the proposed assignee or subtenant and a statement regarding the
intended use of the property by said assignee or subtenant, except with respect
to any assignee or subtenant that is an affiliate of Tenant. Provided any such
subtenant or assignee uses the Premises for a current and existing use of
Tenant's business (regardless of whether that business is the business being
operated by the branch of Tenant currently occupying the Premises), Tenant may
(a) sublet all or part of the Premises to any corporation, the majority of whose
shares are owned by Tenant, during the period of such majority ownership only or
(b) assign this Lease to any corporation which owns more than fifty percent
(50%) of Tenant's issued and outstanding shares, or which succeeds to the entire
business of Tenant through purchase, merger, consolidation or reorganization, or
to any affiliate sharing common majority ownership with the Tenant without
Landlord's approval but with written notice of such transfer. Subtenants or
assignees will become liable directly to Landlord for all obligations of Tenant
hereunder, without relieving Tenant's liability hereunder. Notwithstanding
anything herein to the contrary, in no event shall any subtenant or assignee use
the Premises for any immoral purpose, including, but not limited to, massage
parlors, adult bookstores, adult theaters, adult amusement

                                       5



facilities, or any other type of facility selling, leasing or displaying
pornographic materials. In addition, the use of any Hazardous Materials, other
than those Hazardous Materials currently used in Tenant's business (which
Hazardous Materials shall be used in conformity with all laws), by any subtenant
or assignee shall be subject to Landlord's sole, but reasonable, discretion. As
a condition of Tenant's ability to sublease the Premises, any sublease payments
in excess of the rents due under this Lease shall be payable to the Landlord as
payments are received by the Tenant.

     16. Mortgagee's Rights. Tenant's rights will be subordinate, inferior and
subject to any bona fide mortgage or deed to secure debt which is now, or may
hereafter be, placed upon the Premises by Landlord, and Tenant agrees to execute
and deliver such documentation as may be reasonably required by any such
mortgagee to effect any subordination. Provided, however, as a condition to such
subordination, Landlord must secure from each mortgagee a nondisturbance
agreement, in a form reasonable and customarily utilized in the commercial
lending industry, providing that in the event of a foreclosure the mortgagee
will recognize the validity of this Lease and, provided that Tenant is not in
default, will not disturb Tenant's possession or its rights under this Lease.
Tenant shall attorn to such mortgagee or subsequent owner.

     17. Use of the Premises. The Tenant may use the Premises for all existing
Tenant uses and for warehouse, sales, outside storage and office purposes, and
for no other use or purpose. The Premises will not be used for any illegal
purposes, nor in any manner to create any nuisance or trespass; nor in any
manner to vitiate the insurance, based on the above purposes for which the
Premises are leased.

     18. Signs. Tenant will have the right to erect at Tenant's sole expense
signage at the entrance to and upon the Premises, including but not limited to a
customary trade sign identifying the business of Tenant. The erection of signage
by Tenant will be subject to and in conformity with all applicable laws, zoning
ordinances and building restrictions or covenants of record. On or before
termination of this Lease, Tenant will remove the signage thus erected, and will
repair any damage or disfigurement, caused by such removal. All signage proposed
by Tenant shall be subject to Landlord's review and approval, which approval
shall not be unreasonably withheld, conditioned or delayed.

     19. Entry for Carding, etc. Landlord may card the Premises "For Rent" or
"For Sale" one hundred eighty (180) days before the termination of this Lease.
Landlord may enter the Premises at reasonable hours during the term of this
Lease to exhibit the same to prospective purchasers, to insure compliance by
Tenant under the Lease and to make repairs required of Landlord under the terms
hereof.

     20. Indemnity. Landlord and Tenant agree to indemnify and save harmless
each other and their respective affiliates, directors, officers, employees,
agents, servants, attorneys and representatives from any and all claims, causes
of action, damages, fines, judgments, penalties, costs, liabilities, expenses or
losses (including without limitation, reasonable attorneys' fees) arising during
or after the Term including without limitation during the period of time that
Tenant or Tenant's predecessors in interest have occupied the Premises under the
Existing Lease or previous leases as a result of any breach of their respective
obligations under Paragraphs 7 and 14 of this Lease.

Tenant agrees to indemnify and save harmless Landlord and its parents,
subsidiaries, affiliates, directors, officers, employees, agents, servants,
attorneys and representatives from any and all claims, causes of action,
damages, fines, judgments, penalties, costs (including environmental clean-up
costs and response costs), liabilities, expenses or losses (including without
limitation, reasonable attorneys' fees and expenses of litigation and the
retention of independent counsel protecting Landlord's interests) arising during
or after the Term including without limitation during the period of time that
Tenant or Tenant's predecessors in interest have occupied the Premises under the
prior lease or previous leases: (a) as a result of any violation by Tenant of
any applicable federal, state or local environmental laws or regulations, as
now, previously or hereinafter in effect, regulating, relating to or imposing
liability or imposing standards of conduct concerning any Hazardous Materials;
or (b) as a result of the presence, disturbance,

                                       6



discharge, release, removal or cleanup of Hazardous Materials or as a result of
environmental contamination or other similar conditions which existed after
commencement of the Tenant's or Tenant's predecessor's in interest original
occupancy of the Premises under previous leases and which was caused by or
brought onto the Premises by Tenant, Tenant's predecessors in interest or their
respective agents, contractors, employees, licensees and invitees; or (c) as a
result of any violation by Tenant of the accessibility or path of travel
requirements of the ADA; or (d) as a result of Tenant's (and its subtenants and
assigns) use and occupancy of the Premises since Tenant's initial occupancy.
These indemnities will survive the expiration, cancellation or termination of
the Lease. In no event, however, shall Tenant be liable for the acts of
Landlord, prior owners of the Premises or any other tenants of the Premises, it
being the intent of the parties that Tenant be liable only for its own acts and
those of its employees, licensees, agents, subtenants and assigns.

In the event Landlord becomes involved through or on account of the terms of
this Lease, or through or on account of the use or occupancy of the Premises by
Tenant, or through or on account of the conduct of Tenant's business on or about
the Premises in any controversy or litigation with a third party, Landlord shall
be entitled to retain independent counsel for the purpose of protecting or
defending Landlord for all of Landlord's costs and attorneys' fees. If Landlord
so requests, Tenant shall execute and deliver to Landlord an indemnifying bond
with surety satisfactory to Landlord, which bond shall provide for the discharge
and payment of any and all final judgments, liens, costs, damages, expenses, and
obligations of Landlord whatsoever, in or arising out of the controversy or
litigation involving Landlord, including all costs, expenses and attorneys'
fees, incurred by Landlord in protecting Landlord's interest or defending
Landlord in such controversy or litigation. In the event Tenant and Landlord
cannot agree on the amount of any such bond, Landlord shall be entitled to have
a court of competent jurisdiction to determine the amount of such bond.

     21. Default of Tenant. It is mutually agreed that in the event: (a) the
rent herein reserved is not paid at the time and place when and where due and
Tenant fails to pay said rent within five (5) days after written demand from
Landlord; or (b) Tenant will fail to comply with any material term, provision,
condition, or covenant of this Lease, other than the payment of rent, and will
not cure such failure within thirty (30) days after notice to Tenant of such
failure to comply or such additional time period as may reasonably be necessary
to effect a cure of the default provided that Tenant commences within said
thirty (30) day period and diligently pursues a cure of the default to
completion; or (c) Tenant causes any lien to be placed against the Premises and
does not cure the same within thirty (30) days after notice from Landlord to
Tenant demanding cure; or (d) proceedings under the Bankruptcy Act for
bankruptcy are filed by or against Tenant as Tenant's performance hereunder, and
if filed against Tenant, have not been dismissed within thirty (30) days after
the filing; or (e) an assignment of Tenant's property for the benefit of
creditors is made; or (f) a receiver, conservator, or similar officer is
appointed by a court of competent jurisdiction to take charge of all or a
substantial part of Tenant's property and within thirty (30) days after
appointment the officer is not discharged and possession of the property is not
restored to Tenant; or (g) Tenant's interest in the Premises or under this Lease
is the subject of taking or levy under execution, attachment, or other process
of law and the action is not cancelled or discharged within thirty (30) days
after its occurrence; or (h) Tenant abandons the Premises and leaves it in a
condition that could be vandalized or occupied by unauthorized third parties;
THEN in any of such events, Landlord will have the option to do any of the
following, in addition to, and not in limitation of any other remedy permitted
by law or in equity or by this Lease: (1) re-enter and repossess the Premises
and remove any property of Tenant thereon and store the same elsewhere at
Tenant's expense without relieving Tenant from any liability or obligation; or
(2) relet the Premises or any part thereof for Tenant's account, but without
obligation to do so and without relieving Tenant from any liability or
obligation, applying any amount received by Landlord from reletting first to all
reasonable costs and expenses incurred by Landlord in reletting; or (3) bring an
action then or thereafter against Tenant to recover the amount of any payment
owing by Tenant to Landlord as the same is due, becomes due, or accumulates; or
(4) accelerate all rent due under this Lease and bring then or thereafter an
action for all such amounts due and owing by Tenant to Landlord; or (5)
terminate this Lease by giving Tenant written notice thereof, without relieving
Tenant from any obligation or liability for payments theretofore or thereafter
becoming due or any other present or prospective damages or sums due or provided
by law or this Lease and resulting from Tenant's

                                       7



default; or (6) terminate this Lease, relieving Tenant of any liability or
obligation for rental payments or others payments thereafter becoming due; or
(7) exercise any combination of the above remedies or any other remedy provided
by law or in equity. Landlord's remedies set forth in this Lease are cumulative
and are not in limitation of any remedies given by law or in equity. Landlord's
forbearance to terminate shall not waive Landlord's right to do so in the event
of a continuing or subsequent default. Any notice in this provision may be given
by Landlord or its attorney. No termination of this Lease prior to the normal
ending thereof, by lapse of time otherwise, will affect Landlord's right to
collect rent for the period prior to the termination thereof. Landlord's right
to pursue any remedy afforded to it herein or at law or in equity shall be
subject to an obligation on the part of the Landlord to take all reasonable and
prompt action required by Florida law to mitigate its damages as a result of any
Tenant default.

     22. Default of Landlord. Should Landlord fail to perform any of its
obligations hereunder, Landlord will have a period of thirty (30) days after its
receipt of written notice from Tenant of a failure of performance within which
to commence a cure of that failure or such additional period of time as may
reasonably be necessary to effect a cure of the default provided that Landlord
commences said cure within said thirty (30) day period and diligently pursues a
cure of the default to completion. Failure of Landlord to commence that cure
within the 30-day period or to effect that cure within that 30-day period or the
additional period as provided above will be an event of default under this Lease
and Tenant may, at its option, elect to: (a) bring an action to require specific
performance of Landlord's obligations; (b) provide Landlord with an additional
period of time within which to effect that cure; (c) commence such cure itself,
and Tenant may either, at its option, offset any expenses it incurs in effecting
such cure against the rent and other charges due and payable by Tenant
hereunder, or require that Landlord immediately reimburse Tenant for its
expenses; provided, however, in the event of an emergency, Tenant may
immediately effect a cure of Landlord's failure should Landlord fail to act
immediately to do so, without the requirement of any notice by Tenant to
Landlord; and/or (d) pursue any other remedies provided herein or provided by
law.

     23. Warranties. Landlord warrants that Landlord owns the Premises in fee
simple and has the right to enter into this Lease and that the Premises are free
from liens and encumbrances except for utility easements and un-violated
restrictive covenants which do not materially adversely affect Tenant's intended
use of the Premises; and covenants that Tenant, provided it performs all of its
obligations under this Lease, will peaceably and quietly enjoy the Premises
during the Lease term without any disturbance from Landlord, anyone claiming by,
through or under Landlord, or any other party, except as otherwise specifically
provided in this Lease.

     24. Holding Over. If Tenant remains in possession of the Premises after
expiration of the term hereof, with Landlord's acquiescence and without any
express agreement of the parties, Tenant will be a tenant-at-will at the rental
rate equal to 150% of the rent in effect at end of the Lease; and there will be
no renewal of this Lease by operation of law.

     25. Notices. Any notice given pursuant to this Lease will be in writing and
sent by certified mail to:

     (a) Landlord: Hughes, Inc.
                   P.O. Box 568065
                   Orlando, Florida 32804
                   Attention: Vincent
                   Hughes
                   Phone No.:(407) 648-8587 / Fax No.:
                                                      -------------
                   and

                                       8



                   Hughes, Inc.
                   1411 Edgewater Drive, Suite 200
                   Orlando, Florida 32804
                   Attention: Vincent Hughes
                   Phone No.:(407) 648-8587 / Fax No.:
                                                      -------------

                              [LANDLORD TO VERIFY]

or to such other address as Landlord may hereafter designate in writing to
Tenant.

                                       9



     (b) Tenant:   Hughes Supply, Inc.
                   20 North Orange Avenue, Suite 200
                   Orlando, Florida 32801
                   Attention: Associate General Counsel
                   Phone No.: (407) 841-4755 / Fax No.: (407) 649-3018

or to such other address as Tenant may hereafter designate in writing to
Landlord.

     26. Recording. This Lease shall not be recorded by either party.

     27. Construction of Lease Terms. The terms of this Lease will not be
construed more strongly against any party, regardless of which party was
responsible for the preparation and drafting of this Lease.

     28. Attorneys and Other Professional Fees. In any litigation between the
parties regarding this Lease, the losing party agrees to pay to the prevailing
party its reasonable attorneys', paralegals', accountants', consultants', and
experts' fees and expenses of litigation at all trial, appellate and alternative
dispute resolution levels and forums. For purposes of this paragraph, a party is
to be considered the prevailing party if:

     (a)  it initiated the litigation and obtains (by judgment or agreement)
          substantially the relief sought; or

     (b)  it did not initiate the litigation and the other party does not obtain
          (by judgment or agreement) substantially the relief sought.

     29. Waiver of Rights. No failure of Landlord to exercise any power given
Landlord hereunder, or to insist upon strict compliance by Tenant with its
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof will constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof.

     30. Rights Cumulative. All rights, powers and privileges conferred
hereunder upon the parties hereto will be cumulative but not restrictive to
those given by law.

     31. Time of Essence. Time is of the essence of this Agreement.

     32. Definitions. "Landlord" as used in this Lease will include first party,
its heirs, representatives, assigns, and successors in title to the Premises.
"Tenant" will include second party, its heirs and representatives, assigns and
successors, and if this Lease will be validly assigned, or sublet, will include
also Tenant's assignees or sub-Tenants, as to the Premises covered by such
assignment or sub-lease. "Landlord" and "Tenant" include male and female,
singular and plural, corporation, partnership or individual, as may fit the
particular parties.

     33. Entire Agreement. This Lease contains the entire agreement of the
parties hereto, and no representations, inducements, promises or agreements,
oral or otherwise, between the parties, not embodied herein, will be of any
force or effect.

                                       10



     34. Severability and Governing Law. If any term, covenant or condition of
this Lease or the application thereof to any person, entity or circumstance
will, to any extent, be invalid or unenforceable, the remainder of this Lease,
or the application of such term, covenant, or condition to persons, entities or
circumstances other than those which or to which sued may be held invalid or
unenforceable, will not be affected thereby, and each term, covenant or
condition of this Lease will be valid and enforceable to the fullest extent
permitted by law. This Lease shall be governed by and construed in accordance
with the law of the state in which the Premises are located. Venue shall lie in
the State courts for the County where the Premises is located.

     35. Brokerage. On or before the commencement of the additional term of this
Lease, Landlord will pay a real estate commission to: Realty Capital Advisors,
Inc. as Landlord's representative and listing broker pursuant to a separate
agreement. Each of Landlord and Tenant warrants to the other that, other than as
stated in this Paragraph, and as specifically set forth herein, no commissions
are payable or due to any other broker or finder in connection with this Lease
and each of Landlord and Tenant agrees to indemnify, defend and hold the other
harmless from and against any commissions or fees or claims for commissions or
fees arising under the indemnifying party, which indemnification will expressly
survive the termination of this Lease. Tenant agrees that any fee or other
remuneration to Mohr Partners, Inc. shall be the sole responsibility of Tenant
and Tenant shall indemnify Landlord and Realty Capital Advisors, Inc. from any
claims brought by, or on behalf of, Mohr Partners, Inc.

     36. Radon Gas. RADON GAS: Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in the
state in which the Premises are located. Additional information regarding radon
and radon testing may be obtained from your county public health unit.

     37. Mechanic's Liens. Landlord's interest in the Premises is not subject to
liens for improvements or work made or done by Tenant to or upon the Premises,
and such liability is expressly prohibited as contemplated by Section 713.10,
Florida Statutes. Tenant shall not cause or permit any mechanic's lien to be
placed against the Premises. If any mechanic's lien is placed against the
Premises, or any claim thereof is filed against the premises as the result of
anything done or permitted by Tenant, Tenant shall cause the same to be removed
within thirty (30) days after being notified thereof, and shall indemnify and
hold Landlord harmless from adverse effects thereof; provided, however, Landlord
shall have the right to pay and discharge any such lien if the same is not
removed by Tenant as provided herein, and Tenant shall forthwith pay to Landlord
all amounts incurred by Landlord in removing such lien, or protecting against
such lien, including, without limitation, attorneys' fees and costs.

     38. Relationship of Parties. Nothing contained in this Lease shall
constitute or be construed to create the relationship of principal and agent,
partnership, joint venturers or any other relationship between the parties
hereto other than the relationship of Landlord and Tenant.

     39. Certificates. Landlord and Tenant shall at any time from time to time,
upon not less than twenty (20) days prior written notice from the other party,
execute, acknowledge and deliver to the other party a statement, in writing,
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect, as
modified and stating the modifications), and the date to which the rental has
been paid and whether or not there is any existing default by Tenant with
respect to any sums of money required to be paid by Tenant under the terms of
this Lease, or whether a notice of default has been served by Landlord or
Tenant, it being intended that any such statement delivered pursuant to this
paragraph may be relied upon by any prospective or existing mortgagee or
assignee of any mortgage or purchaser of the

                                       11



Premises or by any prospective assignee or subtenant of the leasehold estate. If
any such certification by Landlord shall allege non-performance by Tenant the
nature and extent of such non-performance, insofar as actually known by
Landlord, shall be summarized therein.

     40. Hazardous Materials. The term "Hazardous Substances," as used in this
Lease shall include, without limitation, flammables, explosives, radioactive
materials, asbestos, polychlorinated biphenyls (PCB's), chemicals known or
suspected to cause cancer or reproductive disorders or birth defects,
pollutants, contaminants, hazardous wastes, solid wastes, mold, mildew,
hazardous materials, hazardous substances, toxic substances or related
materials, petroleum and petroleum products, including without limitation, any
compound or substance containing any of the foregoing, and substances declared
to be hazardous or toxic under any law, statute, ordinance, or court order or
decision, or any regulation promulgated by any agency or governmental entity,
now in effect or enacted, passed decided or promulgated at any time in the
future or that existed in the past during the Tenant's or Tenant's predecessor
in interest's previous occupancy.

          (a) Tenant's Restrictions. Tenant shall not cause, have caused or
affirmatively permit and shall take reasonable steps to avoid causing:

               (1) Any violation of any federal, state or local law, statute,
     ordinance or regulation, previously, now or hereafter enacted or
     promulgated, related to the presence, escape, seepage, leakage, spillage,
     discharge, emission or release of any Hazardous Substance on, under or
     about the Leased Premises or any other environmental conditions, on, under
     or about the Premises.

               (2) The use, generation, manufacture, refining, production,
     processing, storage or disposal of any Hazardous Substance on or about the
     Premises without Landlord's prior written consent, which written consent
     may be denied, withdrawn, conditioned or modified by Landlord at any time
     and from time to time in its sole and absolute discretion. Notwithstanding
     the foregoing, Landlord acknowledges and consents to Tenant's lawful use,
     storage and sale of those Hazardous Substances that are currently used,
     stored or sold by Tenant in the ordinary course of its business (it being
     the intent of the parties that "the ordinary course of its business" shall
     include all operations of Tenant existing at the execution of this Lease,
     regardless of whether such business is being operated on the Premises), as
     well as comparable or equivalent substances that may be used, stored or
     sold by Tenant in the future, which consent may not be revoked or
     conditioned provided Tenant is complying with all applicable laws, rules
     and regulations governing such Hazardous Materials.

          (b) Tenant's Covenants. Throughout the term of this Lease, Tenant
shall:

               (1) Afford the Landlord full and complete access to and upon the
     Premises upon reasonable prior notice and, during Tenant's business hours,
     except in the event of an emergency, in which event no prior notice is
     required so that Landlord and/or its employees or consultants may
     investigate Tenant's compliance with all environmental laws or to determine
     whether any Hazardous Substances exist or are present on, under or about
     the Premises.

               (2) Except as specifically set forth herein, at Tenant's sole
     cost and expense, cause the Premises and all of Tenant's business
     operations thereon to comply with all laws, statutes, ordinances and
     regulations governing the use, generation, transportation, storage, release
     or disposal of any Hazardous Substances by Tenant, its employees, agents or
     contractors ("Tenant Parties"). Notwithstanding anything herein to the
     contrary, Tenant shall not be responsible for curing any non-compliance
     which (i) arose prior to Tenant's initial occupancy of the Premises; and/or
     (ii) arose or may arise from an off-site source and which was not caused by
     the acts and/or omissions of Tenant or Tenant

                                       12



     Parties; and/or (iii) arose or may arise as a result of the acts or
     omissions of Landlord, its agents, licensees and assigns, or any third
     party, it being the intent of the parties that Tenant shall be responsible
     only for the compliance of Tenant and Tenant Parties.

               (3) In the event that Tenant receives any warning, notice of
     violation, complaint or order in regard to any private or governmental
     action or investigation taken related to or in any way connected with the
     presence of any Hazardous Substances on, under or about the Premises,
     Tenant shall immediately upon receipt thereof deliver a copy of any such
     warning, notice or order to the Landlord.

               (4) In the event that Tenant has used or uses, generates,
     transports or stores any Hazardous Substances on or about the Premises and
     Landlord has consented to such use, generation, transportation, or storage
     in writing, then as an additional condition of such consent Tenant shall at
     its sole costs and expense apply for, obtain and continuously and
     completely comply with the conditions of any and all permits and approvals
     required therefor by any governmental authority, agency or instrumentality.

               (5) To the extent required by any applicable law related to the
     use, generation, production or storage of Hazardous Substances, Tenant
     shall keep and maintain complete and accurate records available at all
     times for inspection by Landlord, of all manifests, receipts, bills of
     lading and other indicia or evidence of the receipt of all Hazardous
     Substances and the subsequent use, processing, disposal and/or shipment of
     the Hazardous Substances, all as may be required to confirm that no loss or
     release of Hazardous Substances has occurred, or if a loss or release has
     occurred, the documentation will confirm the exact nature of the loss or
     release, and Tenant shall, if requested by Landlord, supply copies of all
     documents to Landlord.

               (6) In the event that the Tenant shall place upon the Premises
     any underground storage tanks, Tenant shall be responsible at its sole cost
     and expense for complete and continuous compliance with each and every one
     of the requirements of any statute or regulation with respect to
     underground storage tanks, including without limitation, Florida
     Administrative Code Chapter 17-761 and any subsequent additions or
     amendments thereto or replacements therefor, including without limitation
     the requirements regarding registration, installation, operation, repairs,
     notification, reporting, record keeping, financial responsibility of the
     operator, tank and piping performance standards, system release detection
     standards, release detection and tightness testing standards, inventory
     monitoring and reconciliation, removal from service and/or closure. All
     inventory records and testing records as may be required under Florida
     Administrative Code Chapter 17-761 shall be available for inspection by
     Landlord at any time and from time to time and all submittals to the
     Florida Department of Environmental Regulation in regard to the underground
     storage tank shall also be simultaneously delivered to Landlord.

               (7) In the event the Premises shall contain any above ground
     storage tank or storage vessel placed by Tenant, its employees, agents or
     contractors, Tenant shall be responsible at its sole cost and expense for
     complete and continuous compliance with any statues or regulations
     pertaining thereto and shall construct, after prior written approval by
     Landlord of all plans therefor, all containment dikes, revetments, holding
     areas, catch basins, or other structures or devices required by law or
     regulation. Landlord's approval of such plans shall not constitute an
     acceptance by Landlord of such construction as satisfactory for regulatory
     purposes, but shall only constitute approval for the construction to occur.

          (c) Injunctive Relief. In the event of Tenant's violation of or
noncompliance with any of the restrictions or covenants (respectively a
"Restriction" or a "Covenant") set forth in sub-paragraphs (a) and (b) above,
Tenant acknowledges and agrees that Landlord shall be irreparably harmed and may
not have an adequate remedy at law. Accordingly, Tenant hereby covenants and
agrees that in the event of any such violation or

                                       13



noncompliance by Tenant Parties, Landlord shall be entitled to seek and obtain
an injunction prohibiting any threatened or continuing violation of a Covenant
or Restriction, or an order of specific performance requiring performance of a
Covenant, as the case may be, and the Landlord shall not be required to post any
bond or other security in regard to such injunction.

          (d) Environmental Testing. Landlord shall have the right at any time
and from time to time, to conduct such environmental testing and investigations
as the Landlord deems necessary and desirable. Such investigations and testing
shall be at the expense of Landlord; provided, however, that in the event that
any such investigation or test reveals the presence or existence of any
Hazardous Substance, on, under or about the Premises that is introduced by
Tenant, Tenant's predecessor in interest or their respective employees,
invitees, agents or contractors, other than Hazardous Substances on the Premises
pursuant to an approval of Landlord which is appropriately containerized and
documented fully and completely in accordance with all applicable laws and
permit requirements, then all costs for such investigation or test and any
further investigations or tests desired by Landlord shall be borne solely and
completely by Tenant.

          (e) Environmental Clean-up. In the event that any governmental
authority, agency or instrumentality or any private party notifies Tenant of the
existence of any Hazardous Substances on, under or about the Premises that is
introduced by Tenant, or its respective employees, invitees, agents or
contractors, then Tenant shall be solely and completely responsible, liable and
obligated at its sole cost and expense to clean-up and remediate the Premises
and/or any other property contaminated by any Hazardous Substances on, under or
about the Premises arising out of and occurring during the use and occupancy of
the Premises by Tenant in accordance with all standards and requirements of any
applicable government authority. In connection with such clean-up and/or
remediation, Tenant further agrees as follows:

               (1) All reports, plans, investigations and/or other written
     material to be submitted by Tenant and/or its consultants to any
     governmental authority, agency or instrumentality or any private party
     shall be submitted first to Landlord for its review and approval, which
     approval shall not be unreasonably withheld, conditioned or delayed.

               (2) Landlord shall be given prior written notice of and shall be
     afforded the opportunity to attend any discussions with any governmental
     authority, agency or instrumentality in regard to the clean-up and/or
     remediation of any Hazardous Substances on, under or about the Premises, or
     any adjacent lands.

               (3) Tenant shall promptly provide all information regarding the
     use, generation, storage, transportation, disposal, clean-up and/or
     remediation of Hazardous Substances on, under or about the Premises as
     reasonably required by Landlord from time to time.

               (4) Tenant hereby understands and agrees that Landlord shall have
     the right, but shall not be required, at any time to undertake the clean-up
     and remediation of the Premises on its own behalf at Tenant's expense in
     the event that Landlord determines in its reasonable discretion that
     Tenant's efforts have been inadequate. All expenditures of Landlord for
     such clean-up and remediation shall constitute additional rental hereunder
     and immediately due and payable upon invoicing.

          (f) Tenant's Indemnity. Tenant hereby covenants and agrees to
indemnify, defend and hold harmless Landlord, and its respective officers,
directors, beneficiaries, shareholders, partners, agents, employees and
consultants from and against any and all fines, penalties, suits, procedures,
claims, investigations, audits, inquiries and actions of every kind or nature
and any and all fees and costs incurred in connection therewith, including
attorney's fees, paralegal's fees and consultant's fees, whether incurred before
trial, at trial, upon any appellate levels or in any

                                       14



administrative or bankruptcy proceedings, arising out of or in any way connected
with the presence, escape, seepage, leakage, spillage, discharge, emission or
release of any Hazardous Substances as a result of and during the use and
occupancy of the Premises by the Tenant on, under or about the Premises or any
adjacent lands for any violation or breach by Tenant or Tenant Parties of any of
the restrictions or covenants set forth in this paragraph 40. In the event a
claim is made upon the Landlord, the Landlord shall promptly give notice of such
claim to the Tenant, and shall promptly deliver to Tenant all information and
written material available to the Landlord relating to such claim. If such claim
is first made upon the Tenant the Tenant shall promptly give notice of such
claim to the Landlord. The Tenant shall defend in the name of the Landlord any
claim in any appropriate administrative or judicial proceedings and take
whatever actions may be reasonably requested of the Landlord to permit the
Tenant to make such defense and obtain an adjudication of such claim on the
merits, including the signing of pleadings and other documents, if necessary;
provided the Tenant shall defend the claim with counsel reasonably satisfactory
to the Landlord and Tenant provides the Landlord with evidence reasonably
satisfactory to the Landlord that the Tenant can satisfy the claim if it is
upheld. In addition to the liability for the ultimate settlement or judgment, if
any, arising out of such claim under this paragraph Tenant shall be solely
responsible for all the expenses incurred in connection with such defense or
proceedings, regardless of their outcome including attorney's fees incurred at
all trial and appellate levels.

          (h) Survival. Tenant's duties, obligations and liabilities under this
paragraph are a material inducement for Landlord to enter into this Lease and
shall survive the expiration or other termination of this Lease Agreement.

     41. Reimbursement for Costs. Landlord and Tenant acknowledge that Tenant
has expended a considerable amount of time and effort in negotiating this Lease
(and the other amended and restated) with Landlord. To compensate Tenant for its
efforts, Landlord hereby agrees to pay to Tenant, in equal annual installments,
due and payable on the first day of any such lease year, an amount equal to two
percent (2%) of the base rents payable throughout the term of this Lease,
exclusive of all taxes, insurance, utilities, maintenance, and repair costs and
other expenses to be paid by Tenant hereunder.

     IN WITNESS WHEREOF, the parties herein have executed this Lease on the day
and year first above written.


                                      "LANDLORD"

Witnesses:                            HUGHES, INC., a Florida corporation


                                      By:
- --------------------------------         ---------------------------------------

Printed:                              Printed:
        ------------------------              ----------------------------------

                                      Title:
                                            ------------------------------------
- --------------------------------

Printed:
        ------------------------

                                      "TENANT"

                                       15



                                      HUGHES SUPPLY, INC., a Florida corporation


                                      By:
- --------------------------------         ---------------------------------------

Printed:                              Printed:
        ------------------------              ----------------------------------

                                      Title:
                                            ------------------------------------
- --------------------------------

Printed:
        ------------------------

                                       16



                                   EXHIBIT "A"

                         (Sketch and Legal Description)

                                       17



                                Legal Description

Lots 11, 12, 13, 14, 34, 35, and that part of Lot C, lying between Lots 11
through 14 and Lots 32 through 35, Block 204, Edgewood Section of Venice, as per
Plat thereof recorded in Plat Book 2, Page 166, of the Public Records of
Sarasota County, Florida.

Includes 15,000 square feet of office and warehouse plus approximately 54,500
square feet parking and storage areas, with a street address of 341 South
Seaboard Avenue, Venice, Florida.

                                       18



                                   EXHIBIT "B"

                                (Current Repairs)

                                       19



                                  ADDENDUM "A"

                             (ADDITIONAL PROVISIONS)

     THIS ADDENDUM "A" (ADDITIONAL PROVISIONS) ("Addendum") is made and entered
effective as of the 1st day of April, 2003, by and between HUGHES, INC., a
Florida corporation ("Landlord"), and HUGHES SUPPLY, INC., a Florida corporation
("Tenant"), and is attached to and is an integral part of the Subject Lease (as
defined below).

          A. Simultaneous herewith, Landlord and Tenant entered into eleven (11)
different Amended and Restated Lease Agreements for the demised premises
("Premises") described therein (collectively, the "Leases"). In order to
simplify the drafting process, the parties used a form lease to incorporate the
basic provisions of each of the Leases. This Addendum relates to the lease for
the Premises located at 341 South Seaboard Avenue, Venice, Florida (the "Subject
Lease"). The purpose of this Addendum is to set forth the site specific
provisions for the Subject Lease.

          B. Landlord and Tenant desire to amend the Subject Lease pursuant to
the terms as set forth below.

     NOW THEREFORE, in consideration of the mutual covenants contained in the
Lease and herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:

     1. All terms and conditions set forth in the Subject Lease are herein
incorporated by this reference and the defined terms set forth herein shall have
the meanings associated to them in the Subject Lease.

     2. The base rent, as referenced in paragraph 3 of the Subject Lease, is as
follows: Annual rent for the first year of the Subject Lease is $83,055.00,
payable in equal monthly installments of $6,921.25. Thereafter, rent for each
successive year of the Subject Lease Term shall increase to an amount equivalent
to 103% of the rent for the immediately preceding year.

     3. The following paragraphs or subparagraphs (as noted) are hereby added to
the Subject Lease:

          (a) Provided it is not then in default under the Subject Lease, Tenant
     may extend the term one (1) time for a five (5) year extension by written
     notice of its election to do so given to Landlord at least one hundred
     eighty (180) days prior to the then-current expiration date. The extended
     term will be on all of the terms and conditions of the Subject Lease,
     including without limitation, the annual increase as set forth in paragraph
     2 above.

          (b) The parties acknowledge that there is currently an overhang and a
     concrete pad at grade level which encroach onto the adjacent property along
     the southeast boundary of the Premises (the "Adjacent Premises"), all as
     more particularly described on Schedule 1 attached hereto and by this
     reference incorporated herein. Tenant is the current owner of the Adjacent
     Premises. Tenant agrees that, in the event Tenant sells the Adjacent
     Premises and/or at such time as the Subject Lease terminates, Tenant shall
     either (i) remove the encroachments; or (ii) grant Landlord an easement for
     said encroachments as depicted on Schedule 1.

     4. The Subject Lease remains in full force and effect as amended above.

                                       20



     IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed effective the date first written above.

WITNESSES:                                     LANDLORD:

                                               HUGHES, INC.,
                                               a Florida corporation


                                               By: /s/ Vincent Hughes
- --------------------------------------------       -----------------------------
                                               Name:
Print Name:                                         ----------------------------
           ---------------------------------   Title:
                                                     ---------------------------


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

Print Name:
           ---------------------------------

                                               TENANT:

                                               HUGHES SUPPLY, INC.,
WITNESSES:                                     a Florida corporation


                                               By: /s/ Mark D. Scimeca
- --------------------------------------------       -----------------------------
                                               Name:
Print Name:                                         ----------------------------
           ---------------------------------   Title: Associate General Counsel


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

Print Name:
           ---------------------------------

                                       21



                                                                 Exhibit 10.1(k)

2439 7th Street SW
Winter Haven, Florida

                      AMENDED AND RESTATED LEASE AGREEMENT

     THIS AMENDED AND RESTATED LEASE (this "Lease") is made effective as of
April 1, 2003, by and between HUGHES, INC., a Florida corporation, first party,
hereinafter referred to as "Landlord", and HUGHES SUPPLY, INC., a Florida
corporation, second party, hereinafter referred to as "Tenant" who covenant and
agree as follows:

     WHEREAS, Landlord and Tenant are parties to numerous leases (the "Original
Leases") for various sites located in Florida, including, but not limited to,
that certain lease dated March 31, 1988, as amended (the "Existing Lease"), for
the premises more particularly described therein. Landlord and Tenant are in the
process of amending and restating the majority of the Original Leases, including
the Existing Lease. In order to simplify the drafting of each amended and
restated lease, the parties are using a form document for each site. Attached to
each amended and restated lease is an Addendum "A," Additional Provisions, which
sets forth the site specific provisions for each individual site (the
"Addendum"). In each instance, in the event of any conflict between the amended
and restated lease and the Addendum, the terms of the Addendum shall control;
and

     WHEREAS, Landlord and Tenant desire to extend the term of the Existing
Lease and otherwise amend and restate the terms and conditions thereof. It is
the intent of the parties that this Lease serve as a novation of the Existing
Lease unless specifically stated to the contrary herein.

     NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Landlord and Tenant agree as
follows:

     1. Premises. Landlord, for and in consideration of the rents, covenants,
agreements, and stipulations hereinafter mentioned, reserved and contained, to
be paid, kept and performed by Tenant, has leased and rented, and by these
presents does lease and rent, unto said Tenant, and said Tenant hereby agrees to
lease and take upon the terms and conditions which hereinafter appear, the
following described property (hereinafter called "Premises"). The Premises
consists of real property and improvements located at 2439 7/th/ Street SW,
Winter Haven, Florida, including, without limitation, an approximately 32,200
square foot building, all as set forth in Exhibit "A" attached hereto and made a
part hereof. Notwithstanding the foregoing, Landlord and Tenant acknowledge that
the square footages are not represented measurements, but estimates only. Tenant
has had the opportunity to verify the square footages, has not done so, and
Tenant, therefore, agrees to hold Landlord harmless from any discrepancy in the
estimated and actual square footage of the building. The parties acknowledge
that the legal description used in the Existing Lease may have been inaccurate,
but that the parties have not been able to verify same prior to the execution of
this Lease. It is in the best interest of the parties that Tenant continue to
use all such space it has been using under the Existing Lease, regardless of the
actual legal description or other depiction of the Premises contained in the
Existing Lease. Exhibit "A"

                                       1



contains both a sketch of the Premises and the legal description. In the event
of any dispute as to what comprises the Premises, the actual space used by
Tenant under the Existing Lease shall be the accepted description, with the
sketch controlling over the address of the Premises, and the address of the
Premises controlling over the legal description attached hereto. Notwithstanding
anything herein to the contrary, Landlord shall have the right, within sixty
(60) days of the execution of this Lease, to have a new survey of the Premises
prepared and, upon approval by Tenant, said survey shall serve as the legal
description for the Premises. In the event a new survey is prepared and
available prior to execution of this Lease, the legal description and depiction
set out in the new survey (which will be a part of the Exhibit "A" attached
hereto), approved by both parties, shall control.

     2. Term. Tenant shall continue to have and hold the Premises for an
additional term of five (5) years, said additional term to commence effective as
of April 1, 2003, and to end on March 31, 2008.

     3. Rental. Tenant shall pay as rental for the Premises for the term of this
Lease the amounts set out in Addendum "A" attached hereto and made a part
hereof. The rental shall be due and payable without setoff or deduction, except
as specifically provided herein, in equal monthly installments as set out in
Addendum "A" in advance on the 1st day of each and every calendar month during
the term of this Lease. The first payment of such rental is to be made on April
1, 2003; provided, however, Landlord acknowledges that Tenant has already paid
the rent for the months of April and May, 2003, pursuant to the terms of an
extension agreement between the parties, and therefore Landlord agrees that only
the difference between the rent due under the Existing Lease and the rent due
under this Lease shall be due and payable for the month of April. All rental due
and payable under this Lease shall be made payable to: HUGHES, INC. and
delivered to the following address: P.O. Box 568065, Orlando, Florida 32856-8065
or such other address as Landlord may designate in writing to Tenant from time
to time. For questions regarding payment of rental under this Lease, Tenant may
call: Vincent Hughes at the following phone number: (407) 648-8587.

     4. Utility Bills. Tenant will pay all utility bills of all types,
including, but not limited to, water and sewer, natural gas, electricity and
sanitary pick up bills for the Premises, or used by Tenant in connection
therewith. If Tenant does not pay same, Landlord may, but shall not be obligated
to pay the same, and such payment will be added to the rental of the Premises
and reimbursed immediately to Landlord upon invoicing to Tenant.

     5. Taxes. Provided that Landlord has made arrangements for all tax-related
notices and bills to be promptly delivered directly to or forwarded to Tenant,
Tenant will pay all real property taxes, non ad valorem assessments and/or
special assessments (provided, however, that as to special assessments used to
fund improvements benefiting or located on or in the vicinity of the Premises,
which improvements have a useful life in excess of the then-remaining portion of
the additional term of this Lease, the assessments shall be paid in installments
over the longest period permitted by law or ordinance, with Tenant responsible
only for the prorated portion of such special assessments allocable to the
portion of such useful life occurring during the term of this Lease, which may
be assessed by any lawful authority against the Premises during the term of this
Lease (including any extension), including any partial year, in November of each
year or

                                       2



at the earliest date possible to take advantage of the maximum discount
available. Tenant shall provide Landlord with evidence of payment of the same
within fifteen (15) days after said payment. Tenant will pay any and all ad
valorem taxes assessed against the personal property located on the Premises,
during the entire term thereof. Tenant shall have the right, at Tenant's sole
expense, to appeal any and all taxes applicable to the Premises and Landlord
agrees that Landlord will cooperate with Tenant reasonably and sign all
documents reasonably required in connection with any such appeal. Tenant may
delay payment of any portion of such taxes which are the subject of an appeal
until the resolution of such appeal, in which event Tenant shall be solely
responsible for the payment of any penalties, interest, or additional taxes
which result from such delay. Notwithstanding the foregoing, Tenant shall not
permit the filing of a tax lien against the Premises. Tenant shall pay all
applicable sales, excise or other taxes as required by law (but not income
taxes) which are due and payable on the rents and other sums paid by Tenant
hereunder at the time of payment of said rental and other sums to Landlord. Real
Estate taxes for any partial lease years shall be prorated and paid within
thirty (30) days after invoicing by Landlord.

     6. Insurance. Tenant shall carry, at Tenant's sole cost and expense and
throughout the term of this Lease and all renewals and extensions thereof: (a)
"All Risk" insurance coverage on the demised Premises in an amount not less than
the full insurable value (the term "full insurable value" will mean the actual
replacement cost, excluding foundation and excavation costs, as reasonably
determined by Landlord; (b) insurance coverage on all equipment, fixtures and
appliances owned by Tenant; and (c) comprehensive general liability insurance
coverage with respect to the Premises in an amount not less than $1,000,000.00
per occurrence and $5,000,000.00 in the aggregate.

Landlord and Tenant shall each name the other as an additional insured under all
insurance policies required by each of them to be maintained hereunder and
furnish evidence of such coverages and additional insured status in the form of
certificates of insurance to the other prior to the commencement of the term of
this Lease and at least fifteen (15) days prior to the earlier of the
commencement of each year of the term of this Lease or the date upon which such
insurance coverage would otherwise lapse if not renewed. All insurance provided
for in this Lease will be effected under enforceable policies issued by insurers
of recognized responsibility licensed to do business in the state in which the
Premises are located. If Landlord or Tenant provides any insurance required by
this Lease in the form of a blanket policy, Landlord or Tenant, as the case may
be, shall furnish satisfactory proof that such blanket policy complies in all
respects with the provisions of this Lease and that the coverage thereunder is
at least equal to the coverage which would be provided under a separate policy
covering only the Premises or common areas, if applicable.

If Landlord so requires, the policies of insurance provided for will be payable
to the holder of any mortgage, as the interest of such holder may appear,
pursuant to a standard mortgagee clause. All such policies will, to the extent
obtainable, provide that any loss will be payable to Landlord or to the holder
of any mortgage notwithstanding any act or negligence of Tenant which might
otherwise result in forfeiture of such insurance. All such policies will, to the
extent obtainable, contain an agreement by the insurers that such policies will
not be canceled without

                                       3



at least thirty (30) days prior written notice to Landlord and to the holder of
any mortgage to whom loss hereunder may be payable.

If Tenant fails to maintain all insurance as provided above, or fails to furnish
Landlord timely proof and assurance of the existence and continuance of the
insurance, such failure shall be deemed a default hereunder, and Landlord may
terminate this Lease or Landlord may, but is not obligated to, take such
measures as Landlord deems desirable to obtain the insurance for Landlord's
protection, and upon written request, Tenant shall immediately reimburse
Landlord for all costs and expenses thereof. Failure of Tenant to immediately
make such payment upon request shall be deemed a default hereunder, for which
Landlord may terminate this Lease or pursue all other rights and remedies
provided under this Lease.

The parties shall fully cooperate in making claims and furnishing information to
the insurer or insurers, and obtaining settlements and payments from the insurer
or insurers.

     7. Maintenance and Repairs by Tenant. Throughout the term of the Lease
(including any extension), Tenant shall, at its own expense, keep and maintain
in substantially the same condition as at the execution of this Lease, ordinary
wear and tear excepted, the interior and exterior of the Premises, including
without limitation, the roof, all structural components of the building or
buildings on the Premises, the parking lot and all driveways, all fences and
other structures on the Premises and all systems pertaining to water,
electrical, HVAC, and lighting. Tenant shall also be responsible for remedying
all health and safety hazards associated with the Premises caused by Tenant or
Tenant's agents or invitees. Tenant will also perform routine and regular
exterior lawn and landscaping maintenance. Tenant shall enter into and maintain
throughout the term of this Lease a service agreement with a reputable vendor
for regular maintenance to the HVAC system serving the Premises, including, but
not limited to, removal of trees and/or bushes growing against structures or
fences. Tenant also shall be responsible for correcting and repairing those
items set out in Exhibit "B" attached and made a part hereof (the "Current
Repairs"), at Tenant's sole cost and expense, within one hundred eighty (180)
days of the execution of this Lease. The Current Repairs should be made in a
manner consistent with the standards of the commercial industry, and Tenant
shall maintain the Current Repairs throughout the term of the Lease (including
any extension) in good condition, ordinary wear and tear excepted. Landlord
shall have the right to have the Current Repairs inspected by an independent
third party, chosen by Landlord, and reasonably acceptable to Tenant (the
"Inspector"), to ensure that the Current Repairs have been made in accordance
with industry standards. It is the intent of the parties that the Inspector's
inspection responsibilities shall relate only to the Current Repairs. Landlord
therefore agrees that the Inspector shall not request any repairs or
modifications which are not specifically designated as a Current Repair and
Tenant shall not be responsible for any repairs or modifications which are not
specifically designated as a Current Repair. Failure to complete repairs and
correction of said items within said one hundred eighty (180) day period shall
constitute a default hereunder and Landlord shall be entitled to all rights and
remedies as provided under this Lease.

     8. [INTENTIONALLY DELETED].

                                       4



     9. Destruction of or Damage to the Premises. If the Premises are totally
destroyed by storm, fire, lightning, earthquake or other casualty, this Lease
will terminate as of the date of such destruction, and rental will be accounted
for as between Landlord and Tenant as of that date. If the Premises are damaged
but not wholly destroyed by any of such casualties, rental will abate in such
proportion as use of the Premises has been destroyed, and Landlord will restore
the Premises to substantially the same condition as before the damage as
speedily as practicable, whereupon full rental will recommence; however, if the
damage will be so extensive the same cannot be reasonably repaired and restored
within three (3) months' time from the date of the casualty, then either
Landlord or Tenant may cancel this Lease by giving written notice to the other
party within thirty (30) days from the date of such casualty. In such event,
rental will be apportioned and paid up to the date of such casualty.

     10. Modifications and Alterations to the Premises. No modifications,
alterations, or improvements to the building are allowed without the prior
written consent of Landlord, which consent will not be unreasonably withheld,
conditioned or delayed. "Reasonable," as used herein, shall mean using customs
and practices generally accepted in the industry. In addition, as a condition to
any such approval, Landlord may require that any such alterations or
modifications be removed upon termination of the Lease. No openings or cuts
through the roof or the exterior walls of the buildings on the Premises shall be
permitted without the written consent of Landlord which can be granted or denied
in Landlord's reasonable discretion.

     11. Removal of Fixtures. Tenant may (if not in default hereunder) prior to
the expiration of this Lease, or any extension thereof, remove all personal
property, fixtures and equipment which Tenant has placed in the Premises,
provided that during such removal Tenant will make all reasonable repairs
necessary to return the Premises to its original condition, reasonable wear and
tear excepted and to repair any damages caused by such removal.

     12. Return of the Premises. Tenant agrees to return the Premises to
Landlord at the expiration or prior termination of this Lease in good condition
and repair, reasonable wear and tear, damage by storm, fire, lightning,
earthquake or other casualty alone excepted. All trash and debris and Tenant's
personal property shall be removed from the Premises, all floors will be broom
cleaned, all carpets will be vacuumed, all restrooms will be cleaned and all
cobwebs or indications of other animal or bird encroachments will be cleaned
and/or removed from the Premises. All keys, alarm codes, equipment warrantees,
and HVAC (or other equipment used in the operation of the building and belonging
to Landlord) maintenance records kept by Tenant will be turned over to Landlord
within 30 days after Tenant vacating the Premises.

     13. Condemnation. If the whole of the Premises, or such portion thereof as
will make the Premises unusable for the purpose herein leased, be condemned by
any legally constituted authority for any public use or purpose or if Landlord
sells the Premises under threat of condemnation, then in either of said events
the term hereby granted will cease from the time when possession thereof is
taken by public authorities, and rental will be accounted for as between
Landlord and Tenant as of that date.

If there is a partial taking and if it is not so extensive as to render the
remaining portion (after restorations) unsuitable for the business of Tenant,
then this Lease will continue in effect and

                                       5



Landlord, upon receipt of the award in condemnation, will expeditiously commence
and complete all necessary repairs and restorations to the Premises so as to
constitute the portion of the building not taken a complete architectural unit
and restore the Premises as nearly as practicable to its prior condition;
provided, however, that such work does not exceed the scope of the original
construction, and Landlord will not be under any duty to expend amounts in
excess of the award received by Landlord. Rent, taxes and other charges payable
by Tenant will equitably abate while Landlord's repairs and restorations are in
process. If a partial taking consists only of a street widening or utility
easement which, is reasonably determined not to materially affect Tenant's use
of the Premises including Tenant's parking and any outside storage areas, this
Lease will continue in full force and effect without abatement of rent, taxes or
other charges.

All compensation awarded for such taking or condemnation, whether for the whole
or for any part of the Premises, shall be the property of Landlord, whether such
compensation is for diminution in the value of the leasehold interest of Tenant,
the fee of the Premises, or otherwise, and Landlord shall be entitled to the
entire amount of any award for such taking or condemnation. The Tenant shall,
however, be entitled to recover from the condemning authority, if permitted by
law, any actual relocation expenses and compensation for the taking of any trade
fixtures.

     14. Compliance with Laws, Etc. Tenant agrees, at its own expense, to
promptly comply with all requirements of any legally constituted public
authority made necessary by reason of Tenant's use of said Premises. The Tenant
shall also be liable for: (a) repairs, alterations, replacements of retrofitting
required by the accessibility or path of travel requirements set forth in Title
III of the Americans With Disabilities Act of 1990, 42 USC (S) 12101, et seq.
and regulations and guidelines promulgated thereunder, as amended from time to
time (collectively, the "ADA"); (b) repairs, alterations or replacements
required to comply with federal, state or local indoor air quality laws, rules
or regulations; (c) repairs or replacements incident to CFC conversions for
heating and cooling systems; (d) installation, modification or upgrade of fire
protection and sprinkler systems; and (e) repairs, alterations or replacements
described in Exhibit "B" attached, if applicable.

     15. Assignment. Except as set forth below, Tenant may not assign this
Lease, or any interest thereunder, or sublet the Premises in whole or in part
without prior written consent of Landlord after notice of its intent to assign
or sublease, which consent shall not be unreasonably withheld, conditioned or
delayed. Tenant shall provide Landlord with the customary financial information
regarding the proposed assignee or subtenant and a statement regarding the
intended use of the property by said assignee or subtenant, except with respect
to any assignee or subtenant that is an affiliate of Tenant. Provided any such
subtenant or assignee uses the Premises for a current and existing use of
Tenant's business (regardless of whether that business is the business being
operated by the branch of Tenant currently occupying the Premises), Tenant may
(a) sublet all or part of the Premises to any corporation, the majority of whose
shares are owned by Tenant, during the period of such majority ownership only or
(b) assign this Lease to any corporation which owns more than fifty percent
(50%) of Tenant's issued and outstanding shares, or which succeeds to the entire
business of Tenant through purchase, merger, consolidation or reorganization, or
to any affiliate sharing common majority ownership with the

                                       6



Tenant without Landlord's approval but with written notice of such transfer.
Subtenants or assignees will become liable directly to Landlord for all
obligations of Tenant hereunder, without relieving Tenant's liability hereunder.
Notwithstanding anything herein to the contrary, in no event shall any subtenant
or assignee use the Premises for any immoral purpose, including, but not limited
to, massage parlors, adult bookstores, adult theaters, adult amusement
facilities, or any other type of facility selling, leasing or displaying
pornographic materials. In addition, the use of any Hazardous Materials, other
than those Hazardous Materials currently used in Tenant's business (which
Hazardous Materials shall be used in conformity with all laws), by any subtenant
or assignee shall be subject to Landlord's sole, but reasonable, discretion. As
a condition of Tenant's ability to sublease the Premises, any sublease payments
in excess of the rents due under this Lease shall be payable to the Landlord as
payments are received by the Tenant.

     16. Mortgagee's Rights. Tenant's rights will be subordinate, inferior and
subject to any bona fide mortgage or deed to secure debt which is now, or may
hereafter be, placed upon the Premises by Landlord, and Tenant agrees to execute
and deliver such documentation as may be reasonably required by any such
mortgagee to effect any subordination. Provided, however, as a condition to such
subordination, Landlord must secure from each mortgagee a nondisturbance
agreement, in a form reasonable and customarily utilized in the commercial
lending industry, providing that in the event of a foreclosure the mortgagee
will recognize the validity of this Lease and, provided that Tenant is not in
default, will not disturb Tenant's possession or its rights under this Lease.
Tenant shall attorn to such mortgagee or subsequent owner.

     17. Use of the Premises. The Tenant may use the Premises for all existing
Tenant uses and for warehouse, sales, outside storage and office purposes, and
for no other use or purpose. The Premises will not be used for any illegal
purposes, nor in any manner to create any nuisance or trespass; nor in any
manner to vitiate the insurance, based on the above purposes for which the
Premises are leased.

     18. Signs. Tenant will have the right to erect at Tenant's sole expense
signage at the entrance to and upon the Premises, including but not limited to a
customary trade sign identifying the business of Tenant. The erection of signage
by Tenant will be subject to and in conformity with all applicable laws, zoning
ordinances and building restrictions or covenants of record. On or before
termination of this Lease, Tenant will remove the signage thus erected, and will
repair any damage or disfigurement, caused by such removal. All signage proposed
by Tenant shall be subject to Landlord's review and approval, which approval
shall not be unreasonably withheld, conditioned or delayed.

     19. Entry for Carding, etc. Landlord may card the Premises "For Rent" or
"For Sale" one hundred eighty (180) days before the termination of this Lease.
Landlord may enter the Premises at reasonable hours during the term of this
Lease to exhibit the same to prospective purchasers, to insure compliance by
Tenant under the Lease and to make repairs required of Landlord under the terms
hereof.

                                       7



     20. Indemnity. Landlord and Tenant agree to indemnify and save harmless
each other and their respective affiliates, directors, officers, employees,
agents, servants, attorneys and representatives from any and all claims, causes
of action, damages, fines, judgments, penalties, costs, liabilities, expenses or
losses (including without limitation, reasonable attorneys' fees) arising during
or after the Term including without limitation during the period of time that
Tenant or Tenant's predecessors in interest have occupied the Premises under the
Existing Lease or previous leases as a result of any breach of their respective
obligations under Paragraphs 7 and 14 of this Lease.

Tenant agrees to indemnify and save harmless Landlord and its parents,
subsidiaries, affiliates, directors, officers, employees, agents, servants,
attorneys and representatives from any and all claims, causes of action,
damages, fines, judgments, penalties, costs (including environmental clean-up
costs and response costs), liabilities, expenses or losses (including without
limitation, reasonable attorneys' fees and expenses of litigation and the
retention of independent counsel protecting Landlord's interests) arising during
or after the Term including without limitation during the period of time that
Tenant or Tenant's predecessors in interest have occupied the Premises under the
prior lease or previous leases: (a) as a result of any violation by Tenant of
any applicable federal, state or local environmental laws or regulations, as
now, previously or hereinafter in effect, regulating, relating to or imposing
liability or imposing standards of conduct concerning any Hazardous Materials;
or (b) as a result of the presence, disturbance, discharge, release, removal or
cleanup of Hazardous Materials or as a result of environmental contamination or
other similar conditions which existed after commencement of the Tenant's or
Tenant's predecessor's in interest original occupancy of the Premises under
previous leases and which was caused by or brought onto the Premises by Tenant,
Tenant's predecessors in interest or their respective agents, contractors,
employees, licensees and invitees; or (c) as a result of any violation by Tenant
of the accessibility or path of travel requirements of the ADA; or (d) as a
result of Tenant's (and its subtenants and assigns) use and occupancy of the
Premises since Tenant's initial occupancy. These indemnities will survive the
expiration, cancellation or termination of the Lease. In no event, however,
shall Tenant be liable for the acts of Landlord, prior owners of the Premises or
any other tenants of the Premises, it being the intent of the parties that
Tenant be liable only for its own acts and those of its employees, licensees,
agents, subtenants and assigns.

In the event Landlord becomes involved through or on account of the terms of
this Lease, or through or on account of the use or occupancy of the Premises by
Tenant, or through or on account of the conduct of Tenant's business on or about
the Premises in any controversy or litigation with a third party, Landlord shall
be entitled to retain independent counsel for the purpose of protecting or
defending Landlord for all of Landlord's costs and attorneys' fees. If Landlord
so requests, Tenant shall execute and deliver to Landlord an indemnifying bond
with surety satisfactory to Landlord, which bond shall provide for the discharge
and payment of any and all final judgments, liens, costs, damages, expenses, and
obligations of Landlord whatsoever, in or arising out of the controversy or
litigation involving Landlord, including all costs, expenses and attorneys'
fees, incurred by Landlord in protecting Landlord's interest or defending
Landlord in such controversy or litigation. In the event Tenant and Landlord
cannot agree on the amount of any such bond, Landlord shall be entitled to have
a court of competent jurisdiction to determine the amount of such bond.

                                       8



     21. Default of Tenant. It is mutually agreed that in the event: (a) the
rent herein reserved is not paid at the time and place when and where due and
Tenant fails to pay said rent within five (5) days after written demand from
Landlord; or (b) Tenant will fail to comply with any material term, provision,
condition, or covenant of this Lease, other than the payment of rent, and will
not cure such failure within thirty (30) days after notice to Tenant of such
failure to comply or such additional time period as may reasonably be necessary
to effect a cure of the default provided that Tenant commences within said
thirty (30) day period and diligently pursues a cure of the default to
completion; or (c) Tenant causes any lien to be placed against the Premises and
does not cure the same within thirty (30) days after notice from Landlord to
Tenant demanding cure; or (d) proceedings under the Bankruptcy Act for
bankruptcy are filed by or against Tenant as Tenant's performance hereunder, and
if filed against Tenant, have not been dismissed within thirty (30) days after
the filing; or (e) an assignment of Tenant's property for the benefit of
creditors is made; or (f) a receiver, conservator, or similar officer is
appointed by a court of competent jurisdiction to take charge of all or a
substantial part of Tenant's property and within thirty (30) days after
appointment the officer is not discharged and possession of the property is not
restored to Tenant; or (g) Tenant's interest in the Premises or under this Lease
is the subject of taking or levy under execution, attachment, or other process
of law and the action is not cancelled or discharged within thirty (30) days
after its occurrence; or (h) Tenant abandons the Premises and leaves it in a
condition that could be vandalized or occupied by unauthorized third parties;
THEN in any of such events, Landlord will have the option to do any of the
following, in addition to, and not in limitation of any other remedy permitted
by law or in equity or by this Lease: (1) re-enter and repossess the Premises
and remove any property of Tenant thereon and store the same elsewhere at
Tenant's expense without relieving Tenant from any liability or obligation; or
(2) relet the Premises or any part thereof for Tenant's account, but without
obligation to do so and without relieving Tenant from any liability or
obligation, applying any amount received by Landlord from reletting first to all
reasonable costs and expenses incurred by Landlord in reletting; or (3) bring an
action then or thereafter against Tenant to recover the amount of any payment
owing by Tenant to Landlord as the same is due, becomes due, or accumulates; or
(4) accelerate all rent due under this Lease and bring then or thereafter an
action for all such amounts due and owing by Tenant to Landlord; or (5)
terminate this Lease by giving Tenant written notice thereof, without relieving
Tenant from any obligation or liability for payments theretofore or thereafter
becoming due or any other present or prospective damages or sums due or provided
by law or this Lease and resulting from Tenant's default; or (6) terminate this
Lease, relieving Tenant of any liability or obligation for rental payments or
others payments thereafter becoming due; or (7) exercise any combination of the
above remedies or any other remedy provided by law or in equity. Landlord's
remedies set forth in this Lease are cumulative and are not in limitation of any
remedies given by law or in equity. Landlord's forbearance to terminate shall
not waive Landlord's right to do so in the event of a continuing or subsequent
default. Any notice in this provision may be given by Landlord or its attorney.
No termination of this Lease prior to the normal ending thereof, by lapse of
time otherwise, will affect Landlord's right to collect rent for the period
prior to the termination thereof. Landlord's right to pursue any remedy afforded
to it herein or at law or in equity shall be subject to an obligation on the
part of the Landlord to take all reasonable and prompt action required by
Florida law to mitigate its damages as a result of any Tenant default.

                                       9



     22. Default of Landlord. Should Landlord fail to perform any of its
obligations hereunder, Landlord will have a period of thirty (30) days after its
receipt of written notice from Tenant of a failure of performance within which
to commence a cure of that failure or such additional period of time as may
reasonably be necessary to effect a cure of the default provided that Landlord
commences said cure within said thirty (30) day period and diligently pursues a
cure of the default to completion. Failure of Landlord to commence that cure
within the 30-day period or to effect that cure within that 30-day period or the
additional period as provided above will be an event of default under this Lease
and Tenant may, at its option, elect to: (a) bring an action to require specific
performance of Landlord's obligations; (b) provide Landlord with an additional
period of time within which to effect that cure; (c) commence such cure itself,
and Tenant may either, at its option, offset any expenses it incurs in effecting
such cure against the rent and other charges due and payable by Tenant
hereunder, or require that Landlord immediately reimburse Tenant for its
expenses; provided, however, in the event of an emergency, Tenant may
immediately effect a cure of Landlord's failure should Landlord fail to act
immediately to do so, without the requirement of any notice by Tenant to
Landlord; and/or (d) pursue any other remedies provided herein or provided by
law.

     23. Warranties. Landlord warrants that Landlord owns the Premises in fee
simple and has the right to enter into this Lease and that the Premises are free
from liens and encumbrances except for utility easements and un-violated
restrictive covenants which do not materially adversely affect Tenant's intended
use of the Premises; and covenants that Tenant, provided it performs all of its
obligations under this Lease, will peaceably and quietly enjoy the Premises
during the Lease term without any disturbance from Landlord, anyone claiming by,
through or under Landlord, or any other party, except as otherwise specifically
provided in this Lease.

     24. Holding Over. If Tenant remains in possession of the Premises after
expiration of the term hereof, with Landlord's acquiescence and without any
express agreement of the parties, Tenant will be a tenant-at-will at the rental
rate equal to 150% of the rent in effect at end of the Lease; and there will be
no renewal of this Lease by operation of law.

     25. Notices. Any notice given pursuant to this Lease will be in writing and
sent by certified mail to:

     (a) Landlord:   Hughes, Inc.
                     P.O. Box 568065
                     Orlando, Florida 32804
                     Attention: Vincent Hughes
                     Phone No.: (407) 648-8587 / Fax No.:
                                                          -------------

                     and

                     Hughes, Inc.
                     1411 Edgewater Drive, Suite 200
                     Orlando, Florida 32804
                     Attention: Vincent Hughes
                     Phone No.: (407) 648-8587 / Fax No.:
                                                          -------------

                                       10



                              [LANDLORD TO VERIFY]

   or to such other address as Landlord may hereafter designate in writing to
                                     Tenant.

                                       11



     (b) Tenant:     Hughes Supply, Inc.
                     20 North Orange Avenue, Suite 200
                     Orlando, Florida 32801
                     Attention: Associate General Counsel
                     Phone No.: (407) 841-4755 / Fax No.: (407) 649-3018

or to such other address as Tenant may hereafter designate in writing to
Landlord.

     26. Recording. This Lease shall not be recorded by either party.

     27. Construction of Lease Terms. The terms of this Lease will not be
construed more strongly against any party, regardless of which party was
responsible for the preparation and drafting of this Lease.

     28. Attorneys and Other Professional Fees. In any litigation between the
parties regarding this Lease, the losing party agrees to pay to the prevailing
party its reasonable attorneys', paralegals', accountants', consultants', and
experts' fees and expenses of litigation at all trial, appellate and alternative
dispute resolution levels and forums. For purposes of this paragraph, a party is
to be considered the prevailing party if:

     (a)  it initiated the litigation and obtains (by judgment or agreement)
          substantially the relief sought; or

     (b)  it did not initiate the litigation and the other party does not obtain
          (by judgment or agreement) substantially the relief sought.

     29. Waiver of Rights. No failure of Landlord to exercise any power given
Landlord hereunder, or to insist upon strict compliance by Tenant with its
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof will constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof.

     30. Rights Cumulative. All rights, powers and privileges conferred
hereunder upon the parties hereto will be cumulative but not restrictive to
those given by law.

     31. Time of Essence. Time is of the essence of this Agreement.

     32. Definitions. "Landlord" as used in this Lease will include first party,
its heirs, representatives, assigns, and successors in title to the Premises.
"Tenant" will include second party, its heirs and representatives, assigns and
successors, and if this Lease will be validly assigned, or sublet, will include
also Tenant's assignees or sub-Tenants, as to the Premises covered by such
assignment or sub-lease. "Landlord" and "Tenant" include male and female,
singular and plural, corporation, partnership or individual, as may fit the
particular parties.

                                       12



     33. Entire Agreement. This Lease contains the entire agreement of the
parties hereto, and no representations, inducements, promises or agreements,
oral or otherwise, between the parties, not embodied herein, will be of any
force or effect.

     34. Severability and Governing Law. If any term, covenant or condition of
this Lease or the application thereof to any person, entity or circumstance
will, to any extent, be invalid or unenforceable, the remainder of this Lease,
or the application of such term, covenant, or condition to persons, entities or
circumstances other than those which or to which sued may be held invalid or
unenforceable, will not be affected thereby, and each term, covenant or
condition of this Lease will be valid and enforceable to the fullest extent
permitted by law. This Lease shall be governed by and construed in accordance
with the law of the state in which the Premises are located. Venue shall lie in
the State courts for the County where the Premises is located.

     35. Brokerage. On or before the commencement of the additional term of this
Lease, Landlord will pay a real estate commission to: Realty Capital Advisors,
Inc. as Landlord's representative and listing broker pursuant to a separate
agreement. Each of Landlord and Tenant warrants to the other that, other than as
stated in this Paragraph, and as specifically set forth herein, no commissions
are payable or due to any other broker or finder in connection with this Lease
and each of Landlord and Tenant agrees to indemnify, defend and hold the other
harmless from and against any commissions or fees or claims for commissions or
fees arising under the indemnifying party, which indemnification will expressly
survive the termination of this Lease. Tenant agrees that any fee or other
remuneration to Mohr Partners, Inc. shall be the sole responsibility of Tenant
and Tenant shall indemnify Landlord and Realty Capital Advisors, Inc. from any
claims brought by, or on behalf of, Mohr Partners, Inc.

     36. Radon Gas. RADON GAS: Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities, may
present health risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings in the
state in which the Premises are located. Additional information regarding radon
and radon testing may be obtained from your county public health unit.

     37. Mechanic's Liens. Landlord's interest in the Premises is not subject to
liens for improvements or work made or done by Tenant to or upon the Premises,
and such liability is expressly prohibited as contemplated by Section 713.10,
Florida Statutes. Tenant shall not cause or permit any mechanic's lien to be
placed against the Premises. If any mechanic's lien is placed against the
Premises, or any claim thereof is filed against the premises as the result of
anything done or permitted by Tenant, Tenant shall cause the same to be removed
within thirty (30) days after being notified thereof, and shall indemnify and
hold Landlord harmless from adverse effects thereof; provided, however, Landlord
shall have the right to pay and discharge any such lien if the same is not
removed by Tenant as provided herein, and Tenant shall forthwith pay to Landlord
all amounts incurred by Landlord in removing such lien, or protecting against
such lien, including, without limitation, attorneys' fees and costs.

     38. Relationship of Parties. Nothing contained in this Lease shall
constitute or be construed to create the relationship of principal and agent,
partnership, joint venturers or any other relationship between the parties
hereto other than the relationship of Landlord and Tenant.

                                       13



     39. Certificates. Landlord and Tenant shall at any time from time to time,
upon not less than twenty (20) days prior written notice from the other party,
execute, acknowledge and deliver to the other party a statement, in writing,
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect, as
modified and stating the modifications), and the date to which the rental has
been paid and whether or not there is any existing default by Tenant with
respect to any sums of money required to be paid by Tenant under the terms of
this Lease, or whether a notice of default has been served by Landlord or
Tenant, it being intended that any such statement delivered pursuant to this
paragraph may be relied upon by any prospective or existing mortgagee or
assignee of any mortgage or purchaser of the Premises or by any prospective
assignee or subtenant of the leasehold estate. If any such certification by
Landlord shall allege non-performance by Tenant the nature and extent of such
non-performance, insofar as actually known by Landlord, shall be summarized
therein.

     40. Hazardous Materials. The term "Hazardous Substances," as used in this
Lease shall include, without limitation, flammables, explosives, radioactive
materials, asbestos, polychlorinated biphenyls (PCB's), chemicals known or
suspected to cause cancer or reproductive disorders or birth defects,
pollutants, contaminants, hazardous wastes, solid wastes, mold, mildew,
hazardous materials, hazardous substances, toxic substances or related
materials, petroleum and petroleum products, including without limitation, any
compound or substance containing any of the foregoing, and substances declared
to be hazardous or toxic under any law, statute, ordinance, or court order or
decision, or any regulation promulgated by any agency or governmental entity,
now in effect or enacted, passed decided or promulgated at any time in the
future or that existed in the past during the Tenant's or Tenant's predecessor
in interest's previous occupancy.

          (a) Tenant's Restrictions. Tenant shall not cause, have caused or
affirmatively permit and shall take reasonable steps to avoid causing:

               (1) Any violation of any federal, state or local law, statute,
     ordinance or regulation, previously, now or hereafter enacted or
     promulgated, related to the presence, escape, seepage, leakage, spillage,
     discharge, emission or release of any Hazardous Substance on, under or
     about the Leased Premises or any other environmental conditions, on, under
     or about the Premises.

               (2) The use, generation, manufacture, refining, production,
     processing, storage or disposal of any Hazardous Substance on or about the
     Premises without Landlord's prior written consent, which written consent
     may be denied, withdrawn, conditioned or modified by Landlord at any time
     and from time to time in its sole and absolute discretion. Notwithstanding
     the foregoing, Landlord acknowledges and consents to Tenant's lawful use,
     storage and sale of those Hazardous Substances that are currently used,
     stored or sold by Tenant in the ordinary course of its business (it being
     the intent of the parties that "the ordinary course of its business" shall
     include all operations of Tenant existing at the execution of this Lease,
     regardless of whether such business is being operated on the Premises), as
     well as comparable or equivalent substances that may

                                       14



     be used, stored or sold by Tenant in the future, which consent may not be
     revoked or conditioned provided Tenant is complying with all applicable
     laws, rules and regulations governing such Hazardous Materials.

          (b) Tenant's Covenants. Throughout the term of this Lease, Tenant
shall:

               (1) Afford the Landlord full and complete access to and upon the
     Premises upon reasonable prior notice and, during Tenant's business hours,
     except in the event of an emergency, in which event no prior notice is
     required so that Landlord and/or its employees or consultants may
     investigate Tenant's compliance with all environmental laws or to determine
     whether any Hazardous Substances exist or are present on, under or about
     the Premises.

               (2) Except as specifically set forth herein, at Tenant's sole
     cost and expense, cause the Premises and all of Tenant's business
     operations thereon to comply with all laws, statutes, ordinances and
     regulations governing the use, generation, transportation, storage, release
     or disposal of any Hazardous Substances by Tenant, its employees, agents or
     contractors ("Tenant Parties"). Notwithstanding anything herein to the
     contrary, Tenant shall not be responsible for curing any non-compliance
     which (i) arose prior to Tenant's initial occupancy of the Premises; and/or
     (ii) arose or may arise from an off-site source and which was not caused by
     the acts and/or omissions of Tenant or Tenant Parties; and/or (iii) arose
     or may arise as a result of the acts or omissions of Landlord, its agents,
     licensees and assigns, or any third party, it being the intent of the
     parties that Tenant shall be responsible only for the compliance of Tenant
     and Tenant Parties.

               (3) In the event that Tenant receives any warning, notice of
     violation, complaint or order in regard to any private or governmental
     action or investigation taken related to or in any way connected with the
     presence of any Hazardous Substances on, under or about the Premises,
     Tenant shall immediately upon receipt thereof deliver a copy of any such
     warning, notice or order to the Landlord.

               (4) In the event that Tenant has used or uses, generates,
     transports or stores any Hazardous Substances on or about the Premises and
     Landlord has consented to such use, generation, transportation, or storage
     in writing, then as an additional condition of such consent Tenant shall at
     its sole costs and expense apply for, obtain and continuously and
     completely comply with the conditions of any and all permits and approvals
     required therefor by any governmental authority, agency or instrumentality.

               (5) To the extent required by any applicable law related to the
     use, generation, production or storage of Hazardous Substances, Tenant
     shall keep and maintain complete and accurate records available at all
     times for inspection by Landlord, of all manifests, receipts, bills of
     lading and other indicia or evidence of the receipt of all Hazardous
     Substances and the subsequent use, processing, disposal and/or shipment of
     the Hazardous Substances, all as may be required to confirm that no loss or
     release of Hazardous Substances has occurred, or if a loss or release has
     occurred, the

                                       15



     documentation will confirm the exact nature of the loss or release, and
     Tenant shall, if requested by Landlord, supply copies of all documents to
     Landlord.

               (6) In the event that the Tenant shall place upon the Premises
     any underground storage tanks, Tenant shall be responsible at its sole cost
     and expense for complete and continuous compliance with each and every one
     of the requirements of any statute or regulation with respect to
     underground storage tanks, including without limitation, Florida
     Administrative Code Chapter 17-761 and any subsequent additions or
     amendments thereto or replacements therefor, including without limitation
     the requirements regarding registration, installation, operation, repairs,
     notification, reporting, record keeping, financial responsibility of the
     operator, tank and piping performance standards, system release detection
     standards, release detection and tightness testing standards, inventory
     monitoring and reconciliation, removal from service and/or closure. All
     inventory records and testing records as may be required under Florida
     Administrative Code Chapter 17-761 shall be available for inspection by
     Landlord at any time and from time to time and all submittals to the
     Florida Department of Environmental Regulation in regard to the underground
     storage tank shall also be simultaneously delivered to Landlord.

               (7) In the event the Premises shall contain any above ground
     storage tank or storage vessel placed by Tenant, its employees, agents or
     contractors, Tenant shall be responsible at its sole cost and expense for
     complete and continuous compliance with any statues or regulations
     pertaining thereto and shall construct, after prior written approval by
     Landlord of all plans therefor, all containment dikes, revetments, holding
     areas, catch basins, or other structures or devices required by law or
     regulation. Landlord's approval of such plans shall not constitute an
     acceptance by Landlord of such construction as satisfactory for regulatory
     purposes, but shall only constitute approval for the construction to occur.

          (c) Injunctive Relief. In the event of Tenant's violation of or
noncompliance with any of the restrictions or covenants (respectively a
"Restriction" or a "Covenant") set forth in sub-paragraphs (a) and (b) above,
Tenant acknowledges and agrees that Landlord shall be irreparably harmed and may
not have an adequate remedy at law. Accordingly, Tenant hereby covenants and
agrees that in the event of any such violation or noncompliance by Tenant
Parties, Landlord shall be entitled to seek and obtain an injunction prohibiting
any threatened or continuing violation of a Covenant or Restriction, or an order
of specific performance requiring performance of a Covenant, as the case may be,
and the Landlord shall not be required to post any bond or other security in
regard to such injunction.

          (d) Environmental Testing. Landlord shall have the right at any time
and from time to time, to conduct such environmental testing and investigations
as the Landlord deems necessary and desirable. Such investigations and testing
shall be at the expense of Landlord; provided, however, that in the event that
any such investigation or test reveals the presence or existence of any
Hazardous Substance, on, under or about the Premises that is introduced by
Tenant, Tenant's predecessor in interest or their respective employees,
invitees, agents or contractors, other than Hazardous Substances on the Premises
pursuant to an approval

                                       16



of Landlord which is appropriately containerized and documented fully and
completely in accordance with all applicable laws and permit requirements, then
all costs for such investigation or test and any further investigations or tests
desired by Landlord shall be borne solely and completely by Tenant.

          (e) Environmental Clean-up. In the event that any governmental
authority, agency or instrumentality or any private party notifies Tenant of the
existence of any Hazardous Substances on, under or about the Premises that is
introduced by Tenant, or its respective employees, invitees, agents or
contractors, then Tenant shall be solely and completely responsible, liable and
obligated at its sole cost and expense to clean-up and remediate the Premises
and/or any other property contaminated by any Hazardous Substances on, under or
about the Premises arising out of and occurring during the use and occupancy of
the Premises by Tenant in accordance with all standards and requirements of any
applicable government authority. In connection with such clean-up and/or
remediation, Tenant further agrees as follows:

               (1) All reports, plans, investigations and/or other written
     material to be submitted by Tenant and/or its consultants to any
     governmental authority, agency or instrumentality or any private party
     shall be submitted first to Landlord for its review and approval, which
     approval shall not be unreasonably withheld, conditioned or delayed.

               (2) Landlord shall be given prior written notice of and shall be
     afforded the opportunity to attend any discussions with any governmental
     authority, agency or instrumentality in regard to the clean-up and/or
     remediation of any Hazardous Substances on, under or about the Premises, or
     any adjacent lands.

               (3) Tenant shall promptly provide all information regarding the
     use, generation, storage, transportation, disposal, clean-up and/or
     remediation of Hazardous Substances on, under or about the Premises as
     reasonably required by Landlord from time to time.

               (4) Tenant hereby understands and agrees that Landlord shall have
     the right, but shall not be required, at any time to undertake the clean-up
     and remediation of the Premises on its own behalf at Tenant's expense in
     the event that Landlord determines in its reasonable discretion that
     Tenant's efforts have been inadequate. All expenditures of Landlord for
     such clean-up and remediation shall constitute additional rental hereunder
     and immediately due and payable upon invoicing.

          (f) Tenant's Indemnity. Tenant hereby covenants and agrees to
indemnify, defend and hold harmless Landlord, and its respective officers,
directors, beneficiaries, shareholders, partners, agents, employees and
consultants from and against any and all fines, penalties, suits, procedures,
claims, investigations, audits, inquiries and actions of every kind or nature
and any and all fees and costs incurred in connection therewith, including
attorney's fees, paralegal's fees and consultant's fees, whether incurred before
trial, at trial, upon any appellate levels or in any administrative or
bankruptcy proceedings, arising out of or in any way connected with the
presence, escape, seepage, leakage, spillage, discharge, emission or release of
any

                                       17



Hazardous Substances as a result of and during the use and occupancy of the
Premises by the Tenant on, under or about the Premises or any adjacent lands for
any violation or breach by Tenant or Tenant Parties of any of the restrictions
or covenants set forth in this paragraph 40. In the event a claim is made upon
the Landlord, the Landlord shall promptly give notice of such claim to the
Tenant, and shall promptly deliver to Tenant all information and written
material available to the Landlord relating to such claim. If such claim is
first made upon the Tenant the Tenant shall promptly give notice of such claim
to the Landlord. The Tenant shall defend in the name of the Landlord any claim
in any appropriate administrative or judicial proceedings and take whatever
actions may be reasonably requested of the Landlord to permit the Tenant to make
such defense and obtain an adjudication of such claim on the merits, including
the signing of pleadings and other documents, if necessary; provided the Tenant
shall defend the claim with counsel reasonably satisfactory to the Landlord and
Tenant provides the Landlord with evidence reasonably satisfactory to the
Landlord that the Tenant can satisfy the claim if it is upheld. In addition to
the liability for the ultimate settlement or judgment, if any, arising out of
such claim under this paragraph Tenant shall be solely responsible for all the
expenses incurred in connection with such defense or proceedings, regardless of
their outcome including attorney's fees incurred at all trial and appellate
levels.

          (h) Survival. Tenant's duties, obligations and liabilities under this
paragraph are a material inducement for Landlord to enter into this Lease and
shall survive the expiration or other termination of this Lease Agreement.

     41. Reimbursement for Costs. Landlord and Tenant acknowledge that Tenant
has expended a considerable amount of time and effort in negotiating this Lease
(and the other amended and restated) with Landlord. To compensate Tenant for its
efforts, Landlord hereby agrees to pay to Tenant, in equal annual installments,
due and payable on the first day of any such lease year, an amount equal to two
percent (2%) of the base rents payable throughout the term of this Lease,
exclusive of all taxes, insurance, utilities, maintenance, and repair costs and
other expenses to be paid by Tenant hereunder.

     IN WITNESS WHEREOF, the parties herein have executed this Lease on the day
and year first above written.

                                        "LANDLORD"

Witnesses:                              HUGHES, INC., a Florida corporation


                                        By:
- -----------------------------------         ------------------------------------

Printed:                                Printed:
         --------------------------              -------------------------------

                                        Title:
                                               ---------------------------------


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

Printed:
         --------------------------

                                       18



                                        "TENANT"

                                        HUGHES SUPPLY, INC., a Florida
                                        corporation


                                        By:
- -----------------------------------         ------------------------------------

Printed:                                Printed:
         --------------------------              -------------------------------

                                        Title:
                                               ---------------------------------


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

Printed:
         --------------------------

                                       19



                                   EXHIBIT "A"

                         (Sketch and Legal Description)

                                       20



                                   EXHIBIT "B"

                                (Current Repairs)

                                       21



                                  ADDENDUM "A"

                             (ADDITIONAL PROVISIONS)

     THIS ADDENDUM "A" (ADDITIONAL PROVISIONS) ("Addendum") is made and entered
effective as of the 1st day of April, 2003, by and between HUGHES, INC., a
Florida corporation ("Landlord"), and HUGHES SUPPLY, INC., a Florida corporation
("Tenant"), and is attached to and is an integral part of the Subject Lease (as
defined below).

          A. Simultaneous herewith, Landlord and Tenant entered into eleven (11)
different Amended and Restated Lease Agreements for the demised premises
("Premises") described therein (collectively, the "Leases"). In order to
simplify the drafting process, the parties used a form lease to incorporate the
basic provisions of each of the Leases. This Addendum relates to the lease for
the Premises located at 2439 7th Street SW, Winter Haven, Florida (the "Subject
Lease"). The purpose of this Addendum is to set forth the site specific
provisions for the Subject Lease.

          B. Landlord and Tenant desire to amend the Subject Lease pursuant to
the terms as set forth below.

     NOW THEREFORE, in consideration of the mutual covenants contained in the
Lease and herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant agree as
follows:

     1. All terms and conditions set forth in the Subject Lease are herein
incorporated by this reference and the defined terms set forth herein shall have
the meanings associated to them in the Subject Lease.

     2. The base rent, as referenced in paragraph 3 of the Subject Lease, is as
follows: Annual rent for the first year of the Subject Lease is $72,450.00,
payable in equal monthly installments of $6,037.50. Thereafter, rent for each
successive year of the Subject Lease Term shall increase to an amount equivalent
to 103% of the rent for the immediately preceding year.

     3. The following paragraphs or subparagraphs (as noted) are hereby added to
the Subject Lease:

          (a) Provided it is not then in default under the Subject Lease, Tenant
     may extend the term one (1) time for a five (5) year extension by written
     notice of its election to do so given to Landlord at least one hundred
     eighty (180) days prior to the then-current expiration date. The extended
     term will be on all of the terms and conditions of the Subject Lease,
     including without limitation, the annual increase as set forth in paragraph
     2 above.

     4. The Subject Lease remains in full force and effect as amended above.

                                       22



     IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed effective the date first written above.

WITNESSES:                              LANDLORD:

                                        HUGHES, INC.,
                                        a Florida corporation


                                        By:
- -----------------------------------         ------------------------------------
Print Name:                             Name:
            -----------------------           ----------------------------------
                                        Title:
                                               ---------------------------------


- -----------------------------------
Print Name:
            -----------------------


                                        TENANT:

                                        HUGHES SUPPLY, INC.,
WITNESSES:                              a Florida corporation


                                        By:
- -----------------------------------         ------------------------------------
Print Name:                             Name:
            -----------------------           ----------------------------------
                                        Title:
                                               ---------------------------------


- -----------------------------------
Print Name:
            -----------------------

                                       23

EX-10.7

                                                                    EXHIBIT 10.7

                  HUGHES SUPPLY, INC. 1997 EXECUTIVE STOCK PLAN

                            Amended and Restated Plan
                       (as amended through April 9, 2003)

                        SECTION 1. BACKGROUND AND PURPOSE

The name of this Plan is the Hughes Supply, Inc. 1997 Executive Stock Plan (the
"Plan"). The purpose of this Plan is to promote the interest of the Company and
its Subsidiaries through grants to Key Employees and Non-Employee Directors of
Options to purchase Stock, grants of stock appreciation rights and grants of
Restricted Stock, including Performance-Based Restricted Stock, in order (1) to
attract and retain Key Employees and Non-Employee Directors, (2) to provide an
additional incentive to Key Employees and Non-Employee Directors to work to
increase the value of Stock and (3) to establish or increase Key Employees' and
Non-Employee Directors' stake in the future of the Company which corresponds to
the stake of the Company's shareholders.

                             SECTION 2. DEFINITIONS

Each term set forth in this Section 2 shall have the meaning set forth opposite
such term for purposes of this Plan and, for purposes of such definitions, the
singular shall include the plural and the plural shall include the singular.

     2.1 Board - means the Board of Directors of the Company.

     2.2 Change in Control - means the first to occur of the following events:

          (a) any person (as defined in Section 3(a)(9) of the Exchange Act and
as used in Sections 13(d) and 14(d) thereof), excluding the Company, any
Subsidiary and any employee benefit plan sponsored or maintained by the Company
or any Subsidiary (including any trustee of such plan acting as trustee) (the
Company, all Subsidiaries, and such employee benefit plans and trustees acting
as trustees being hereinafter referred to as the "Company Group"), but including
a `group' defined in Section 13(d)(3) of the Exchange Act (a "Person"), becomes
the beneficial owner of shares of the Company having at least fifty percent
(50%) of the total number of votes that may be cast for the election of
directors of the Company (the "Voting Shares"); provided that no Change in
Control will occur as a result of an acquisition of stock by the Company Group
which increases, proportionately, the stock representing the voting power of the
Company, and provided further that if such person or group acquires beneficial
ownership of stock representing more than fifty percent (50%) of the voting
power of the Company by reason of share purchases by the Company Group, and
after such share purchases by the Company Group acquires any additional shares
representing voting power of the Company, then a Change in Control shall occur;

          (b) the shareholders of the Company shall approve any merger or other
business combination of the Company, sale of the Company's assets or combination
of the foregoing transactions (a "Transaction") other than a Transaction
involving only the Company and one or more of its Subsidiaries, or a Transaction
immediately following which the shareholders of the Company immediately prior to
the Transaction continue to have a majority of the voting power in the resulting
entity excluding for this purpose any shareholder owning directly or indirectly
more than ten percent (10%) of the shares of the other company involved in the
merger; or

          (c) within any 24-month period, the persons who are directors of the
Company immediately before the beginning of such period (the "Incumbent
Directors") shall cease (for any reason other than death) to constitute at least
a majority of the Board or the board of directors of any successor to the
Company, provided that any director who was not a director as of the effective
date of this Plan shall be deemed to be an Incumbent Director if such director
was elected to the Board by, or on the recommendation of or with the approval
of, at least two-third of the directors who were then qualified as Incumbent
Directors either actually or by prior operation of this clause (c); and provided
further that any director elected to the Board to avoid or settle a threatened
or actual proxy contest shall in no event be deemed to be an Incumbent Director.

     2.3 Change in Control Price - means, as determined by the Board,

          (a) the highest Fair Market Value of a share of Stock within the
60-day period immediately preceding the date of determination of the Change in
Control Price by the Board (the "60-Day Period"), or



            (b) the highest price paid or offered per share of Stock, as
determined by the Board, in any bona fide transaction or bona fide offer related
to the Change in Control, at any time within the 60-Day Period, or

            (c) some lower price as the Board, in its discretion, determines to
be a reasonable estimate of the Fair Market Value of a share of Stock.

     2.4  Code - means the Internal Revenue Code of 1986, as amended.

     2.5  Committee - means the Compensation Committee of the Board to which the
responsibility to administer this Plan is delegated by the Board and which shall
consist of at least two members of the Board all of whom are "outside directors"
within the meaning of Code Section 162(m).

     2.6  Company- means Hughes Supply, Inc., a Florida company, and any
successor to such corporation.

     2.7  Disability- has the same meaning as provided in the long-term
disability plan or policy maintained or, if applicable, most recently
maintained, by the Company or, if applicable, any affiliate of the Company for
the Grantee. If no long-term disability plan or policy was ever maintained on
behalf of the Grantee or, if the determination of Disability relates to an ISO,
Disability shall mean that condition described in Code Section 22(e)(3), as
amended from time to time. In the event of a dispute, the determination of
Disability shall be made by the Board and shall be supported by advice of a
physician competent in the area to which such Disability relates.

     2.8  Exchange Act - means the Securities Exchange Act of 1934, as amended.

     2.9  Fair Market Value - refers to the determination of value of a share of
Stock. If the Stock is actively traded on any national securities exchange or
any Nasdaq quotation or market system, Fair Market Value shall mean the closing
price at which sales of Stock shall have been sold on the most recent trading
date immediately prior to the date of determination, as reported by any such
exchange or system selected by the Committee on which the shares of Stock are
then traded. If the shares of Stock are not actively traded on any such exchange
or system, Fair Market Value shall mean the arithmetic mean of the bid and asked
prices for the shares of Stock on the most recent trading date within a
reasonable period prior to the determination date as reported by such exchange
or system. If there are no bid and asked prices within a reasonable period or if
the shares of Stock are not traded on any exchange or system as of the
determination date, Fair Market Value shall mean the fair market value of a
share of Stock as determined by the Committee taking into account such facts and
circumstances deemed to be material by the Committee to the value of the Stock
in the hands of the Grantee; provided that, for purposes of granting awards
other than ISOs, Fair Market Value of a share of Stock may be determined by the
Committee by reference to the average market value determined over a period
certain or as of specified dates, to a tender offer price for the shares of
Stock (if settlement of an award is triggered by such an event) or to any other
reasonable measure of fair market value and provided further that, for purposes
of granting ISOs, Fair Market Value of a share of Stock shall be determined in
accordance with the valuation principles described in the regulations
promulgated under Code Section 422.

     2.10 Family Member - means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, brother-in-law, or sister-in-law of
the Grantee, including adoptive relationships, any person sharing the Grantee's
household (other than a tenant or employee), a trust in which these persons have
more than fifty percent of the beneficial interest, a foundation in which these
persons (or the Grantee) control the management of assets, and any other entity
in which these persons (or the Grantee) own more than fifty percent of the
voting interests.

     2.11 Grantee -- means a Key Employee or Non-Employee Director who receives
a grant of an Option, a SAR or Restricted Stock.

     2.12 ISO - means an option granted under this Plan to purchase Stock which
is evidenced by an Option Agreement which provides that the option is intended
to satisfy the requirements for an incentive stock option under Section 422 of
the Code.

     2.13 Key Employee - means any employee of the Company or any Subsidiary, or
any Outside Consultant, who, in the judgment of the Committee acting in its
absolute discretion, is a key to the success of the Company or such Subsidiary.

                                       A-2



     2.14 Non-Employee Director - means a member of the Board who, on the date
of determination, is not an employee of the Company.

     2.15 NQO - means an option granted under this Plan to purchase Stock which
is evidenced by an Option Agreement which provides that the option shall not be
treated as an incentive stock option under Section 422 of the Code.

     2.16 Option - means an ISO or a NQO.

     2.17 Option Agreement - means the written agreement or instrument which
sets forth the terms of an Option granted to a Grantee under Section 7 of this
Plan.

     2.18 Option Price - means the price which shall be paid to purchase one
share of Stock upon the exercise of an Option granted under this Plan.

     2.19 Outside Consultant - means an independent contractor that regularly
performs services for, provides goods to, or purchases goods or services from,
the Company or any Subsidiary.

     2.20 Parent Corporation - means any corporation which is a parent of the
Company within the meaning of Section 424(e) of the Code.

     2.21 Performance-Based Restricted Stock - means Stock granted to a Grantee
under Section 8.2 of this Plan.

     2.22 Plan - means this Hughes Supply, Inc. 1997 Executive Stock Plan, as
amended from time to time.

     2.23 Restricted Stock - means Stock granted to a Grantee under Section 8 of
this Plan, including Performance-Based Restricted Stock.

     2.24 Restricted Stock Agreement - means the written agreement or instrument
which sets forth the terms of a Restricted Stock grant to a Grantee under
Section 8 of this Plan.

     2.25 Rule 16b-3 - means the exemption under Rule 16b-3 to Section 16(b) of
the Exchange Act or any successor to such rule.

     2.26 Stock - means the One Dollar ($1.00) par value common stock of the
Company.

     2.27 SAR - means a right which is granted pursuant to the terms of Section
7 of this Plan to the appreciation in the Fair Market Value of a share of Stock
in excess of the SAR Share Value for such a share.

     2.28 SAR Agreement - means the written agreement or instrument which sets
forth the terms of a SAR granted to a Grantee under Section 7 of this Plan.

     2.29 SAR Share Value - means the figure which is set forth in each SAR
Agreement and which is no less than the Fair Market Value of a share of Stock on
the date the related SAR is granted.

     2.30 Subsidiary - means any corporation which is a subsidiary corporation
(within the meaning of Section 424(f) of the Code) of the Company except a
corporation which has subsidiary corporation status under Section 424(e) of the
Code exclusively as a result of the Company or its subsidiary holding stock in
such corporation as a fiduciary with respect to any trust, estate,
conservatorship, guardianship or agency.

     2.31 Ten Percent Shareholder - means a person who owns (after taking into
account the attribution rules of Section 424(d) of the Code) more than ten
percent of the total combined voting power of all classes of stock of either the
Company, a Subsidiary or a Parent Corporation.

                      SECTION 3. SHARES RESERVED UNDER PLAN

There shall be 3,250,000 shares of Stock reserved for use under this Plan. All
such shares of Stock shall be reserved to the extent that the Company deems
appropriate from authorized but unissued shares of Stock and from shares of
Stock which have been reacquired by the Company. Furthermore, any shares of
Stock subject to an Option which remain unissued after the cancellation,
expiration or exchange of such Option and any Restricted Shares which are
forfeited thereafter shall again become available for use under this Plan, but
any shares of Stock used to satisfy a withholding obligation under Section 14.3
shall not again become available for use under this Plan. The exercise of

                                       A-3



a SAR or a surrender right in an Option with respect to any shares of Stock
shall be treated for purposes of this Section 3 the same as the exercise of an
Option for the same number of shares of Stock.

                            SECTION 4. EFFECTIVE DATE

This Plan was originally effective on April 2, 1997. The Plan shall be amended
and restated effective April 9, 2003, the date of the adoption of the amendment
and restatement by the Board, provided the shareholders of the Company (acting
at a duly called meeting of such shareholders) approve the amendment and
restatement of the Plan within twelve (12) months after such date and such
approval satisfies the requirements for shareholder approval under Code Section
422(b)(1) and Code Section 162(m). Any Restricted Stock, any Option, and any SAR
granted under this Plan before such shareholder approval automatically shall be
granted subject to such shareholder approval.

                              SECTION 5. COMMITTEE

This Plan shall be administered by the Committee. The Committee acting in its
absolute discretion shall exercise such powers and take such action as expressly
called for under this Plan and, further, the Committee shall have the power to
interpret this Plan and (subject to Section 11, Section 12 and Section 13) to
take such other action in the administration and operation of this Plan as the
Committee deems equitable under the circumstances, which action shall be binding
on the Company, on each affected Key Employee or Non-Employee Director and on
each other person directly or indirectly affected by such action. The Committee
shall use its best efforts to grant Options, SARs and Restricted Stock under
this Plan to a Grantee which will qualify as "performance-based compensation"
for purposes of Section 162(m) of the Code, except where the Committee deems
that the Company's interests when viewed broadly will be better served by a
grant which is free of the conditions required to so qualify any such grant for
purposes of Section 162(m) of the Code.

                             SECTION 6. ELIGIBILITY

Only Key Employees and Non-Employee Directors shall be eligible for the grant of
Options, SARs or Restricted Stock under this Plan.

                           SECTION 7. OPTIONS AND SARS

     7.1 Options. The Committee acting in its absolute discretion shall have the
right to grant Options to Key Employees and Non-Employee Directors under this
Plan from time to time to purchase shares of Stock; provided, however, the
Committee shall not grant an ISO to an Outside Consultant or a Non-Employee
Director. Each grant of an Option shall be evidenced by an Option Agreement, and
each Option Agreement shall set forth whether the Option is an ISO or a NQO and
shall set forth such other terms and conditions of such grant as the Committee
acting in its absolute discretion deems consistent with the terms of this Plan.

     7.2 $100,000 Limit. The aggregate Fair Market Value of ISOs granted to a
Key Employee under this Plan and incentive stock options granted to such Key
Employee under any other stock option plan adopted by the Company, a Subsidiary
or a Parent Corporation which first become exercisable in any calendar year
shall not exceed $100,000; provided, however, that if the limitation is
exceeded, the ISOs which cause the limitation to be exceeded will be treated as
NQOs. Such Fair Market Value figure shall be determined by the Committee on the
date the ISO or other incentive stock option is granted, and the Committee shall
interpret and administer the limitation set forth in this Section 7.2 in
accordance with Section 422(d) of the Code.

     7.3 Share Limitation. A Key Employee or Non-Employee Director may be
granted in any calendar year one or more Options, or one or more SARs, or one or
more Options and SARs in any combination which, individually or in the
aggregate, relate to no more than 50,000 shares of Stock.

     7.4 Option Price. Subject to adjustment in accordance with Section 11, the
Option Price for each share of Stock subject to an Option must be set forth in
the applicable Option Agreement. In no event shall the Option Price for each
share of Stock subject to an ISO be less than the Fair Market Value of a share
of Stock on the date the Option ISO is granted. With respect to each grant of an
ISO to a Key Employee who is a Ten Percent Shareholder, the Option Price must
not be less than 110% of the Fair Market Value of a share of Stock as of the
date the Option is granted. With respect to each grant of a NQO, the Committee
is authorized to establish any Option Price, in its sole discretion. The Option
Price may not be amended or modified after the grant of the Option, and an
Option may not

                                       A-4



be surrendered in consideration of or exchanged for a grant of a new Option
having an Option Price below that of the Option which was surrendered or
exchanged.

     7.5  Payment. The Option Price shall be payable in full upon the exercise
of any Option, and an Option Agreement at the discretion of the Committee can
provide for the payment of the Option Price:

            (a) in cash or by a check acceptable to the Committee,

            (b) in Stock which has been held by the Grantee for a period
acceptable to the Committee and which Stock is otherwise acceptable to the
Committee,

            (c) through a broker facilitated exercise procedure acceptable to
the Committee, or

            (d) in any combination of the three methods described in this
Section 7.5 which is acceptable to the Committee.

Any payment made in Stock shall be treated as equal to the Fair Market Value of
such Stock on the date the properly endorsed certificate for such Stock is
delivered to the Committee.

     7.6  Exercise Period. Any ISO granted to a Key Employee who is not a Ten
Percent Shareholder is not exercisable after the expiration of ten (10) years
after the date the Option is granted. Any ISO granted to a Key Employee who is a
Ten Percent Shareholder is not exercisable after the expiration of five (5)
years after the date the Option is granted. The term of any NQO must be
specified in the applicable Option Agreement. The date an Option is granted is
the date on which the Committee has approved the terms and conditions of the
Option and has determined the recipient of the Option and the number of Shares
of Stock covered by the Option.

     7.7  Conditions to Exercise of an Option. Each Option granted under the
Plan is exercisable by whom, at such time or times, or upon the occurrence of
such event or events, and in such amounts as the Committee shall specify in the
Option Agreement; provided, however, that subsequent to the grant of an Option,
the Committee, at any time before complete termination of the Option, may
accelerate the time or times at which such Option may be exercised in whole or
in part, including, without limitation, upon a Change in Control and may permit
the Grantee or any other designated person to exercise the Option, or any
portion thereof, for all or part of the remaining Option term, notwithstanding
any provisions in the Option Agreement to the contrary.

     7.8  Termination of an ISO. With respect to an ISO, in the event of
termination of employment of a Key Employee, the Option or portion thereof held
by the Key Employee which is unexercised will expire, terminate, and become
exercisable no later than the expiration of three (3) months after the date of
termination of employment; provided, however, that in the case of a holder whose
termination of employment is due to death or Disability, one (1) year shall be
substituted for such three (3) month period. For purposes of this Section 7.8,
termination of employment by the Key Employee will not be deemed to have
occurred if the Key Employee is employed by another corporation (or a parent or
subsidiary corporation of such other corporation) which has assumed the ISO of
the Key Employee in a transaction to which Code Section 424(a) is applicable.

     7.9  Special Provisions for Certain Substitute Options. Notwithstanding
anything to the contrary in Section 7, any Option issued in substitution for an
option previously issued by another entity, which substitution occurs in
connection with a transaction to which Code Section 424(a) is applicable, may
provide for an exercise price computed in accordance with Code Section 424(a)
and the regulations thereunder and may contain such other terms and conditions
as the Committee may prescribe to cause substitute Option to contain as nearly
as possible the same terms and conditions (including the applicable vesting and
termination provisions) as those conditions in the previously issued option
being replaced thereby.

     7.10 Nontransferability. Except to the extent the Committee deems
permissible under Section 422(b) of the Code and consistent with the best
interests of the Company, neither an Option granted under this Plan, and any
related surrender rights, nor a SAR granted under this Plan shall be
transferable by a Grantee other than by will or by the laws of descent and
distribution, and such Option and any such surrender rights and any such SAR
shall be exercisable during a Grantee's lifetime only by the Grantee. To the
extent authorized by the Committee in its sole discretion, an Option granted
under this Plan, and any related surrender rights, or a SAR granted under this
Plan may be transferred or assigned to one or more Family Members of the
Grantee, provided any such transfer or assignment

                                       A-5



is made without consideration to the Grantee. The Family Member or Family
Members to whom an Option or a SAR is transferred thereafter shall be treated as
the Grantee under this Plan.

     7.11 SARs and Surrender Rights.

             (a) SARs. The Committee acting in its absolute discretion may grant
a Key Employee or Non-Employee Director a SAR which will give the Grantee the
right to the appreciation in one, or more than one, share of Stock, and any such
appreciation shall be measured from the related SAR Share Value. The Committee
shall have the right to make any such grant subject to such additional terms as
the Committee deems appropriate, and such terms shall be set forth in the
related SAR Agreement.

             (b) Option Surrender Rights. The Committee acting in its absolute
discretion also may incorporate a provision in an Option Agreement to give a
Grantee the right to surrender his or her Option in whole or in part in lieu of
the exercise (in whole or in part) of that Option to purchase Stock on any date
that

                    (1) the Fair Market Value of the Stock subject to such
Option exceeds the Option Price for such Stock, and

                    (2) the Option to purchase such Stock is otherwise
exercisable.

             (c) Procedure. The exercise of a SAR or a surrender right in an
Option shall be effected by the delivery of the related SAR Agreement or Option
Agreement to the Committee (or to its delegate) together with a statement signed
by the Grantee which specifies the number of shares of Stock as to which the
Grantee, as appropriate, exercises his or her SAR or exercises his or her right
to surrender his or her Option and (at the Grantee's option) how he or she
desires payment to be made with respect to such shares.

             (d) Payment. A Grantee who exercises his or her SAR or right to
surrender his or her Option shall (to the extent consistent with the exemption
under Rule 16b-3) receive a payment in cash or in Stock, or in a combination of
cash and Stock, equal in amount on the date such exercise is effected to: (i)
the number of shares of Stock with respect to which, as applicable, the SAR or
the surrender right is exercised times (ii) the excess of the Fair Market Value
of a share of Stock on such date over, as applicable, the SAR Share Value for a
share of Stock subject to the SAR or the Option Price for a share of stock
subject to an Option. The Committee acting in its absolute discretion shall
determine the form and timing of such payment, and the Committee shall have the
right (1) to take into account whatever factors the Committee deems appropriate
under the circumstances, including any written request made by the Grantee and
delivered to the Committee (or to its delegate) and (2) to forfeit a Grantee's
right to payment of cash in lieu of a fractional share of stock if the Committee
deems such forfeiture necessary in order for the surrender of his or her Option
under this Section 7.11 to come within the exemption under Rule 16b-3. Any cash
payment under this Section 7.11 shall be made from the Company's general assets,
and a Grantee shall be no more than a general and unsecured creditor of the
Company with respect to such payment.

             (e) Restrictions. Each SAR Agreement and each Option Agreement
which incorporates a provision to allow a Grantee to surrender his or her Option
shall incorporate such additional restrictions on the exercise of such SAR or
surrender right as the Committee deems necessary to satisfy the conditions to
the exemption under Rule 16b-3.

                         SECTION 8.  RESTRICTED STOCK

     8.1  Committee Action. The Committee acting in its absolute discretion
shall have the right to grant Restricted Stock to Key Employees and Non-Employee
Directors under this Plan from time to time. However, no more than 1,625,000
shares of Stock shall be granted as Restricted Stock from the shares otherwise
available for grants under this Plan. Each Restricted Stock grant shall be
evidenced by a Restricted Stock Agreement, and each Restricted Stock Agreement
shall set forth the conditions, if any, which will need to be timely satisfied
before the grant will be effective and the conditions, if any, under which the
Grantee's interest in the related Stock will be forfeited. The Committee may
make grants of Performance-Based Restricted Stock and grants of Restricted Stock
which is not Performance-Based Restricted Stock.

     8.2  Performance-Based Restricted Stock.

                                       A-6



          (a)  Effective Date. A grant of Performance-Based Restricted Stock
shall be effective as of the date the Committee certifies that the applicable
conditions described in Section 8.2(c) have been timely satisfied.

          (b)  Share Limitation. No more than 75,000 shares of Performance-Based
Restricted Stock may be granted to a Key Employee or Non-Employee Director in
any calendar year.

          (c)  Grant Conditions. The Committee, acting in its absolute
discretion, may select from time to time Key Employees and Non-Employee
Directors to receive grants of Performance-Based Restricted Stock in such
amounts as the Committee may, in its absolute discretion, determine, subject to
any limitations provided in this Plan. The Committee shall make each grant
subject to the attainment of certain performance targets. The Committee shall
determine the performance targets which will be applied with respect to each
grant of Performance-Based Restricted Stock at the time of grant, but in no
event later than ninety (90) days after the commencement of the period of
service to which the performance targets relate. The performance criteria
applicable to Performance-Based Restricted Stock grants will be one or more of
the following criteria: (i) Stock price; (ii) average annual growth in earnings
per share; (iii) increase in shareholder value; (iv) earnings per share; (v) net
income; (vi) return on assets; (vii) return on shareholders' equity; (viii)
increase in cash flow; (ix) operating profit or operating margins; (x) revenue
growth of the Company; and (xi) operating expenses. The related Restricted Stock
Agreement shall set forth the applicable performance criteria and the deadline
for satisfying the performance criteria. Shares of Performance-Based Restricted
Stock shall be unavailable under Section 3 for the period which begins on the
date as of which such grant is made and, if a Performance-Based Restricted Stock
grant fails to become effective in whole or in part under Section 8.2, such
period shall end on the date of such failure (i) for the related shares of Stock
subject to such grant (if the entire grant fails to become effective) or (ii)
for the related shares of Stock subject to that part of the grant which fails to
become effective (if only part of the grant fails to become effective). If such
period ends for any such shares of Stock, such shares shall be treated under
Section 3 as forfeited at the end of such period and shall again become
available under Section 3.

          (d)  Forfeiture Conditions. The Committee may make each
Performance-Based Restricted Stock grant (if, when and to the extent that the
grant becomes effective) subject to one, or more than one, objective employment,
performance or other forfeiture condition which the Committee acting in its
absolute discretion deems appropriate under the circumstances for Key Employees
or Non-Employee Directors generally or for a Grantee in particular, and the
related Restricted Stock Agreement shall set forth each such condition and the
deadline for satisfying each such forfeiture condition. A Grantee's
nonforfeitable interest in the shares of Stock related to a Performance-Based
Restricted Stock grant shall depend on the extent to which each such condition
is timely satisfied. Each share of Stock related to a Performance-Based
Restricted Stock grant shall again become available under Section 3 after such
grant becomes effective if such share is forfeited as a result of a failure to
timely satisfy a forfeiture condition, in which event such share of Stock shall
again become available under Section 3 as of the date of such failure. A Stock
certificate shall be issued (subject to the conditions, if any, described in
this Section 8.2) to, or for the benefit of, the Grantee with respect to the
number of shares for which a grant has become effective as soon as practicable
after the date the grant becomes effective.

     8.3  Restricted Stock Other Than Performance-Based Restricted Stock

          (a)  Effective Date. A Restricted Stock grant which is not a grant of
Performance-Based Restricted Stock shall be effective (a) as of the date set by
the Committee when the grant is made or, if the grant is made subject to one, or
more than one, condition, (b) as of the date the Committee determines that such
conditions have been timely satisfied.

          (b)  Grant Conditions. The Committee acting in its absolute discretion
may make the grant of Restricted Stock which is not Performance-Based Restricted
Stock to a Grantee subject to the satisfaction of one, or more than one,
objective employment, performance or other grant condition which the Committee
deems appropriate under the circumstances for Key Employees or Non-Employee
Directors generally or for a Grantee in particular, and the related Restricted
Stock Agreement shall set forth each such condition and the deadline for
satisfying each such grant condition. If a Restricted Stock grant which is not a
grant of Performance-Based Restricted Stock will become effective only upon the
satisfaction of one, or more than one, condition, the related shares of Stock
shall be unavailable under Section 3 for the period which begins on the date as
of which such grant is made and, if a Restricted Stock grant which is not a
grant of Performance-Based Restricted Stock fails to become

                                       A-7



effective in whole or in part under Section 8.3, such period shall end on the
date of such failure (i) for the related shares of Stock subject to such grant
(if the entire grant fails to become effective) or (ii) for the related shares
of Stock subject to that part of the grant which fails to become effective (if
only part of the grant fails to become effective). If such period ends for any
such shares of Stock, such shares shall be treated under Section 3 as forfeited
at the end of such period and shall again become available under Section 3.

             (c)    Forfeiture Conditions. The Committee may make each grant of
Restricted Stock which is not a grant of Performance-Based Restricted Stock (if,
when and to the extent that the grant becomes effective) subject to one, or more
than one, objective employment, performance or other forfeiture condition which
the Committee acting in its absolute discretion deems appropriate under the
circumstances for Key Employees or Non-Employee Directors generally or for a
Grantee in particular, and the related Restricted Stock Agreement shall set
forth each such condition and the deadline for satisfying each such forfeiture
condition. A Grantee's nonforfeitable interest in the shares of Stock related to
a grant of Restricted Stock which is not a grant of Performance-Based Restricted
Stock shall depend on the extent to which each such condition is timely
satisfied. Each share of Stock related to a Restricted Stock grant which is not
a grant of Performance-Based Restricted Stock shall again become available under
Section 3 after such grant becomes effective if such share is forfeited as a
result of a failure to timely satisfy a forfeiture condition, in which event
such share of Stock shall again become available under Section 3 as of the date
of such failure. A Stock certificate shall be issued (subject to the conditions,
if any, described in this Section 8.3) to, or for the benefit of, the Grantee
with respect to the number of shares for which a grant has become effective as
soon as practicable after the date the grant becomes effective.

     8.4  Dividends and Voting Rights.

             (a) Each Restricted Stock Agreement shall state whether the Grantee
shall have a right to receive any cash dividends which are paid with respect to
his or her Restricted Stock after the date his or her Restricted Stock grant has
become effective and before the first day that the Grantee's interest in such
stock is forfeited completely or becomes completely nonforfeitable. If a
Restricted Stock Agreement provides that a Grantee has no right to receive a
cash dividend when paid, such agreement shall set forth the conditions, if any,
under which the Grantee will be eligible to receive one, or more than one,
payment in the future to compensate the Grantee for the fact that he or she had
no right to receive any cash dividends on his or her Restricted Stock when such
dividends were paid. If a Restricted Stock Agreement calls for any such payments
to be made, the Company shall make such payments from the Company's general
assets, and the Grantee shall be no more than a general and unsecured creditor
of the Company with respect to such payments.

             (b) If a Stock dividend is declared on such a share of Stock after
the grant is effective but before the Grantee's interest in such Stock has been
forfeited or has become nonforfeitable, such Stock dividend shall be treated as
part of the grant of the related Restricted Stock, and a Grantee's interest in
such Stock dividend shall be forfeited or shall become nonforfeitable at the
same time as the Stock with respect to which the Stock dividend was paid is
forfeited or becomes nonforfeitable.

             (c) If a dividend is paid other than in cash or Stock, the
disposition of such dividend shall be made in accordance with such rules as the
Committee shall adopt with respect to each such dividend.

             (d) A Grantee shall have the right to vote the Stock related to his
or her Restricted Stock grant after the grant is effective with respect to such
Stock but before his or her interest in such Stock has been forfeited or has
become nonforfeitable.

     8.5  Satisfaction of Forfeiture Conditions. A share of Stock shall cease to
be Restricted Stock at such time as a Grantee's interest in such Stock becomes
nonforfeitable under this Plan, and the certificate representing such share
shall be reissued as soon as practicable thereafter without any further
restrictions related to Section 8.2 or Section 8.3 and shall be transferred to
the Grantee.

     8.6  Transferability. To the extent authorized by the Committee in its sole
discretion, Restricted Stock granted under this Plan may be transferred or
assigned to one or more Family Members of the Grantee, provided any such
transfer or assignment is made without consideration to the Grantee. The Family
Member or Family Members to whom Restricted Stock is transferred thereafter
shall be treated as the Grantee under this Plan.

                                       A-8



          SECTION 9.  SECURITIES REGISTRATION AND ESCROW OF SHARES

     9.1  Securities Registration. Each Option Agreement, SAR Agreement and
Restricted Stock Agreement shall provide that, upon the receipt of shares of
Stock as a result of the exercise of an Option (or any related surrender right)
or a SAR or the satisfaction of the forfeiture conditions under a Restricted
Stock Agreement, the Grantee shall, if so requested by the Company, hold such
shares of Stock for investment and not with a view of resale or distribution to
the public and, if so requested by the Company, shall deliver to the Company a
written statement satisfactory to the Company to that effect. As for Stock
issued pursuant to this Plan, the Company at its expense shall take such action
as it deems necessary or appropriate to register the original issuance of such
Stock to a Grantee under the Securities Act of 1933, as amended, or under any
other applicable securities laws or to qualify such Stock for an exemption under
any such laws prior to the issuance of such Stock to a Grantee; however, the
Company shall have no obligation whatsoever to take any such action in
connection with the transfer, resale or other disposition of such Stock by a
Grantee.

     9.2  Escrow of Shares. Any certificates representing the shares of Stock
issued under the Plan shall be issued in the Grantee's name, but, if the
applicable Option Agreement, SAR Agreement or Restricted Stock Agreement (the
"Agreement") so provides, the shares of Stock will be held by a custodian
designated by the Committee (the "Custodian"). Each applicable Agreement
providing for the transfer of shares of Stock to the Custodian shall appoint the
Custodian as attorney-in-fact for the Grantee for the term specified in the
applicable Agreement, with full power and authority in the Grantee's name, place
and stead to transfer, assign and convey to the Company any shares of Stock held
by the Custodian for such Grantee, if the Grantee forfeits the shares of Stock
under the terms of the applicable Agreement. During the period that the
Custodian holds the shares subject to this Section, the Grantee will be entitled
to all rights, except as provided in the applicable Agreement, applicable to
shares of Stock not so held. Subject to Section 8.4 of this Plan, any dividends
declared on shares of Stock held by the Custodian will, as the Committee may
provide on the applicable Agreement, be paid directly to the Grantee or, in the
alternative, be retained by the Custodian or by the Company until the expiration
of the term specified in the applicable Agreement and will then be delivered,
together with any proceeds, with the shares of Stock to the Grantee or to the
Company, as applicable.

                          SECTION 10.   LIFE OF PLAN

     No Option or SAR or Restricted Stock shall be granted under this Plan after
December 31, 2006, after which this Plan otherwise thereafter shall continue in
effect until all outstanding Options (and any related surrender rights) and SAR
have been exercised in full or no longer are exercisable and all Restricted
Stock grants under this Plan have been forfeited or the forfeiture conditions on
the related Stock have been satisfied in full.

                          SECTION 11.   ADJUSTMENT

The number of shares of Stock reserved under Section 3 of this Plan, the number
of shares of Stock related to Restricted Stock grants under this Plan and any
related grant conditions and forfeiture conditions, the number of shares of
Stock subject to Options granted under this Plan and the Option Price of such
Options and the SAR Grant Value and the number of shares of Stock related to any
SAR all shall be adjusted by the Board in an equitable manner to reflect any
change in the capitalization of the Company, including, but not limited to, such
changes as stock dividends or stock splits. Furthermore, the Board shall have
the right to adjust (in a manner which satisfies the requirements of Section
424(a) of the Code) the number of shares of Stock reserved under Section 3 of
this Plan, the number of shares of Stock related to Restricted Stock grants
under this Plan and any related grant conditions and forfeiture conditions, the
number of shares subject to Options granted under this Plan and the Option Price
of such Options and the SAR Grant Value and the number of shares of Stock
related to any SAR in the event of any corporate transaction described in
Section 424(a) of the Code which provides for the substitution or assumption of
such Options, SARs or Restricted Stock grants. If any adjustment under this
Section 11 would create a fractional share of Stock or a right to acquire a
fractional share of Stock, such fractional share shall be disregarded and the
number of shares of Stock reserved under this Plan and the number subject to any
Options or related to any SARs or Restricted Stock grants under this Plan shall
be the next lower number of shares of Stock, rounding all fractions downward. An
adjustment made under this Section 11 by the Board shall be conclusive and
binding on all affected persons.

                                       A-9



                        SECTION 12.   CHANGE IN CONTROL

If there is a Change in Control and the Board determines that no adequate
provision has been made as part of such Change in Control for either the
assumption of the Options, SARs and Restricted Stock grants outstanding under
this Plan or for the granting of comparable, substitute stock options, stock
appreciation rights and restricted stock grants,

(1) each outstanding Option and SAR at the direction and discretion of the Board

     (a)  may (subject to such conditions, if any, as the Board deems
appropriate under the circumstances) be cancelled unilaterally by the Company in
exchange for the number of whole shares of Stock (and cash in lieu of a
fractional share), if any, which each Grantee would have received if on the date
set by the Board he or she had exercised his or her SAR in full or if he or she
had exercised a right to surrender his or her outstanding Option in full under
Section 7.11 of this Plan, or

     (b)  may (subject to such conditions, if any, as the Board deems
appropriate under the circumstances) be cancelled unilaterally by the Company in
exchange for a cash payment equal to the Change in Control Price (reduced by the
exercise price applicable to such Options or SARs), or

     (c)  may be cancelled unilaterally by the Company if the Option Price or
SAR Share Value equals or exceeds the Fair Market Value of a share of Stock on
such date, and

(2) the grant conditions, if any, and forfeiture conditions on all outstanding
Restricted Stock grants may be deemed completely satisfied on the date set by
the Board.

                    SECTION 13.   AMENDMENT OR TERMINATION

This Plan may be amended by the Board from time to time to the extent that the
Board deems necessary or appropriate; provided, however, that any such amendment
may be conditioned on shareholder approval if the Committee determines such
approval is necessary and desirable for compliance with Section 422 of the Code
or Rule 16b-3 under the Exchange Act or with any other applicable law, rule or
regulation, including requirements of any exchange or quotation system on which
the Stock is listed or quoted. The Board also may suspend the granting of
Options, SARs and Restricted Stock under this Plan at any time and may terminate
this Plan at any time; provided, however, the Company shall not have the right
to modify, amend or cancel any Option, SAR or Restricted Stock granted before
such suspension or termination unless (1) the Grantee consents in writing to
such modification, amendment or cancellation or (2) there is a dissolution or
liquidation of the Company or a transaction described in Section 11 or Section
12 of this Plan.

                          SECTION 14.   MISCELLANEOUS

     14.1 Shareholder Rights. No Grantee shall have any rights as a shareholder
of the Company as a result of the grant of an Option or a SAR under this Plan or
his or her exercise of such Option or SAR pending the actual delivery of the
Stock subject to such Option to such Grantee. Subject to Section 8, a Grantee's
rights as a shareholder in the shares of Stock related to a Restricted Stock
grant which is effective shall be set forth in the related Restricted Stock
Agreement.

     14.2 No Contract of Employment or Service. The grant of an Option, SAR or
Restricted Stock to a Grantee under this Plan shall not constitute a contract of
employment or service and shall not confer on a Grantee any rights upon
termination of his or her employment or service with the Company in addition to
those rights, if any, expressly set forth in the Option Agreement which
evidences his or her Option, the SAR Agreement which evidences his or her SAR or
the Restricted Stock Agreement related to his or her Restricted Stock.

     14.3 Withholding. The Company shall deduct from all cash distributions
under the Plan any taxes required to be withheld by federal, state or local
government. Whenever the Company proposes or is required to issue or transfer
shares of Stock under the Plan, the Company shall have the right to require the
recipient to remit to the Company an amount sufficient to satisfy any federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such shares. A Grantee may pay the withholding
tax in cash, or, if the applicable Option Agreement, SAR Agreement or Restricted
Stock Agreement provides, a Grantee may elect to have the number of shares of
Stock he is to receive reduced by the smallest number of whole shares of Stock
which,

                                      A-10



when multiplied by the Fair Market Value of the shares of Stock determined as of
the Tax Date (defined below), is sufficient to satisfy federal, state and local,
if any, withholding taxes arising from exercise or payment of a grant under this
Plan (a "Withholding Election"). A Grantee may make a Withholding Election only
if the Withholding Election is made on or prior to the date on which the amount
of tax required to be withheld is determined (the "Tax Date") by executing and
delivering to the Company a properly completed notice of Withholding Election as
prescribed by the Committee. The Committee may in its sole discretion disapprove
and give no effect to the Withholding Election.

     14.4 Construction. This Plan shall be construed under the laws of the State
of Florida, to the extent not preempted by federal law, without reference to the
principles of conflict of laws.

     14.5 Compliance with Code. All ISOs to be granted hereunder are intended to
comply with Code Section 422, and all provisions of the Plan and all ISOs
granted hereunder shall be construed in such manner as to effectuate that
intent.

     14.6 Non-alienation of Benefits. Other than as specifically provided
herein, no benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge; and any attempt to do so shall be void. No such benefit shall, prior to
receipt by the Grantee, be in any manner liable for or subject to the debts,
contracts, liabilities, engagements or torts of the Grantee.

     14.7 Listing and Legal Compliance. The Committee may suspend the exercise
or payment of any incentive granted under this Plan so long as it determines
that securities exchange listing or registration or qualification under any
securities laws is required in connection therewith and has not been completed
on terms acceptable to the Committee.

                                     HUGHES SUPPLY, INC.

                                     By:  /s/ David H. Hughes
                                        ----------------------------------------
                                     Title: Chairman and Chief Executive Officer
                                           -------------------------------------

ATTEST:


By: /s/ Benjamin P. Butterfield
   -------------------------------

Title: Secretary
      ----------------------------

           [CORPORATE SEAL]

                                      A-11

EX-10.10(A)

                                                                Exhibit 10.10(a)

                            LENDER JOINDER AGREEMENT

     THIS LENDER JOINDER AGREEMENT (this "Joinder"), dated as of May 22, 2003,
is executed by BNP PARIBAS (the "Additional Lender") in favor of HUGHES SUPPLY,
INC., a Florida corporation (the "Borrower"), and SUNTRUST BANK, a Georgia
banking corporation, as administrative agent (the "Administrative Agent") for
the lenders (the "Lenders") from time to time party to the Revolving Credit
Agreement, dated as of March 26, 2003, among the Borrower, the Lenders and the
Administrative Agent (as amended, restated, supplemented or otherwise modified
from time to time, the "Credit Agreement"; capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Credit
Agreement).

                                    RECITALS

     A. Pursuant to Section 2.4(a) of the Credit Agreement, the Borrower has
elected to increase the Aggregate Revolving Commitment Amount from $252,500,000
to an amount not to exceed $300,000,000, and the Lenders party to the Credit
Agreement on the Closing Date have declined to increase their Revolving
Commitments.

     B. The Additional Lender has agreed to provide a Revolving Commitment to
the Borrower in the amount of $22,500,000 (the "Additional Lender Commitment
Amount") in accordance with the terms of Section 2.4 of the Credit Agreement.

     NOW, THEREFORE, the Additional Lender agrees as follows:

     SECTION 1. Joinder. By its signature below, the Additional Lender hereby
joins the Credit Agreement as a Lender, and establishes a Revolving Commitment
to the Borrower in the amount of the Additional Lender Commitment Amount. The
Additional Lender shall be a party to, and bound by, the Credit Agreement with
the same force and effect as if the Additional Lender had become a Lender on the
Closing Date.

     SECTION 2. Representations and Warranties. The Additional Lender represents
and warrants to the Administrative Agent and the Borrower that this Joinder has
been duly authorized, executed and delivered by it and that the Credit
Agreement, as modified by this Joinder, constitutes the legal, valid and binding
obligation of the Additional Lender, enforceable against it in accordance with
its terms.

     SECTION 3. Effectiveness; Automatic Increase. This Joinder shall become
effective when it shall have been accepted by the Borrower and the
Administrative Agent, at which time this Joinder shall be deemed to be a part of
and shall be subject to all the terms and conditions of the Credit Agreement.
Upon the acceptance of this Joinder by the Administrative Agent, the Aggregate
Revolving Commitment Amount shall automatically be increased by an amount equal
to the Additional Lender Commitment Amount and Annex I of the Credit Agreement
shall automatically be



deemed amended to reflect the Revolving Commitment of the Additional Lender
committed hereunder.

     SECTION 4. Lack of Reliance on the Administrative Agent. The Additional
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Joinder and become a Lender under the Credit
Agreement. The Additional Lender acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, continue to make
its own decisions in taking or not taking any action under or based on this
Joinder, any related agreement or any document furnished hereunder or
thereunder.

     SECTION 5. Foreign Lenders. To the extent that the Additional Lender is a
Foreign Lender, it certifies that it has delivered all applicable forms and
performed all other actions required under Section 2.21(e) of the Credit
Agreement.

     SECTION 6. Governing Law. THIS JOINDER AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE
STATE OF GEORGIA.

     SECTION 7. Execution in Counterparts. This Joinder may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

     SECTION 8. Notices to Additional Lender. All communications and notices to
the Additional Lender shall be given to it at the address set forth under its
signature below.

                              [Signatures Follow]



     IN WITNESS WHEREOF, the Additional Lender has duly executed this Joinder as
of the day and year first above written.

                                      ADDITIONAL LENDER:

                                      BNP PARIBAS


                                      By /s/ Craig Pierce
                                         ---------------------------------------
                                         Name: Craig Pierce
                                         Title: Associate


                                      By /s/ Angela Arnold
                                         ---------------------------------------
                                         Name: Angela Arnold
                                         Title: Vice President

                                      Address for Notices:
                                      BNP Paribas
                                      919 3rd Avenue
                                      New York, NY 10022
                                      Attn: Peter Medina, Sr. Loan Administrator
                                      Telecopy: 212-841-2683
                                      Email:
                                      peter.medinas@americas.bnpparibas.com

Acknowledged and Agreed to:

HUGHES SUPPLY, INC.
as Borrower


By
   ---------------------------------
   Name:
   Title:


SUNTRUST BANK,
as Administrative Agent


By:
    --------------------------------
    Name:
    Title:



     IN WITNESS WHEREOF, the Additional Lender has duly executed this Joinder as
of the day and year first above written.

                                      ADDITIONAL LENDER:

                                      BNP PARIBAS


                                      By
                                         ---------------------------------------
                                         Name:
                                         Title:

                                      Address for Notices:
                                      BNP Paribas
                                      919 3rd Avenue
                                      New York, NY 10022
                                      Attn: Peter Medina, Sr. Loan Administrator
                                      Telecopy: 212-841-2683
                                      Email:
                                      peter.medinas@americas.bnpparibas.com

Acknowledged and Agreed to:

HUGHES SUPPLY, INC.
as Borrower


By /s/ Jeffrey S. Leonard
   ---------------------------------
Name: Jeffrey S. Leonard
Title:


SUNTRUST BANK,
as Administrative Agent


By:
    --------------------------------
    Name:
    Title:



     IN WITNESS WHEREOF, the Additional Lender has duly executed this Joinder as
of the day and year first above written.

                                      ADDITIONAL LENDER:

                                      BNP PARIBAS


                                      By
                                         ---------------------------------------
                                         Name:
                                         Title:

                                      Address for Notices:
                                      BNP Paribas
                                      9193 rd Avenue
                                      New York, NY 10022
                                      Attn: Peter Medina, Sr. Loan Administrator
                                      Telecopy: 212-841-2683
                                      Email:
                                      peter.medinas@americas.bnpparibas.com

Acknowledged and Agreed to:

HUGHES SUPPLY, INC.
as Borrower


By
   ---------------------------------
   Name:
   Title:


SUNTRUST BANK,
as Administrative Agent


By: William C. Barr III
    --------------------------------
    William C. Barr, III
    Director



                             REVOLVING CREDIT NOTE

$22,500,000                                                          May 22,2003

     FOR VALUE RECEIVED, the undersigned, HUGHES SUPPLY, INC. a Florida
corporation (the "Borrower"), hereby promises to pay to BNP PARIBAS (the
"Lender") or its registered assigns, at the office of SunTrust Bank ("SunTrust")
at 303 Peachtree St., N.E., Atlanta, Georgia 30308, on the Revolving Commitment
Termination Date (as defined in the Revolving Credit Agreement dated as of March
26, 2003, (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
Lenders from time to time party thereto and SunTrust as the Administrative Agent
for the Lenders), the lesser of the principal sum of TWENTY TWO MILLION FIVE
HUNDRED THOUSAND AND NO/100 DOLLARS and the aggregate unpaid principal amount of
all Revolving Loans made by the Lender to the Borrower pursuant to the Credit
Agreement, in lawful money of the United States of America in immediately
available funds, and to pay interest from the date hereof on the principal
amount thereof from time to time outstanding, in like funds, at said office, at
the rate or rates per annum and payable on such dates as provided in the Credit
Agreement. In addition, should legal action or an attorney-at-law be utilized to
collect any amount due hereunder, the Borrower further promises to pay all costs
of collection, including the reasonable attorneys' fees of the Lender actually
incurred.

     Upon the occurrence of an Event of Default, the Borrower promises to pay
interest, on demand, at a rate or rates provided in the Credit Agreement.

     All borrowings evidenced by this Revolving Credit Note and all payments and
prepayments of the principal hereof and the date thereof shall be endorsed by
the holder hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof, or
otherwise recorded by such holder in its internal records; provided, that the
failure of the holder hereof to make such a notation or any error in such
notation shall not affect the obligations of the Borrower to make the payments
of principal and interest in accordance with the terms of this Revolving Credit
Note and the Credit Agreement.

     This Revolving Credit Note is issued in connection with, and is entitled to
the benefits of, the Credit Agreement which, among other things, contains
provisions for the acceleration of the maturity hereof upon the happening of
certain events, for prepayment of the principal hereof prior to the maturity
hereof and for the amendment or waiver of certain provisions of the Credit
Agreement, all upon the terms and conditions therein specified. THIS REVOLVING
CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.



                                      HUGHES SUPPLY, INC., a Florida corporation


                                      By: /s/ Jeffrey S. Leonard
                                          --------------------------------------
                                          Name: Jeffrey S. Leonard
                                          Title:



                               LOANS AND PAYMENTS

- --------------------------------------------------------------------------------
                                                  Unpaid
                                                 Principal       Name of Person
            Amount and        Payments of       Balance of           Making
Date       Type of Loan        Principal           Note             Notation
- --------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                              COMPETITIVE BID NOTE

$50,000,000                                                         May 22, 2003

     FOR VALUE RECEIVED, the undersigned, HUGHES SUPPLY, INC. a Florida
corporation (the "Borrower"), hereby promises to pay to BNP PARIBAS (the
"Lender") or its registered assigns, at the office of SunTrust Bank ("SunTrust")
at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, or at such other place as
the holder hereof may designate in writing to the Borrower, on the Revolving
Commitment Termination Date (as defined in the Revolving Credit Agreement dated
as of March 26, 2003 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, the Lenders from time to time party thereto and SunTrust, as
Administrative Agent for the Lenders), the lesser of the principal sum of FIFTY
MILLION AND N0/100 DOLLARS ($50,000,000) and the aggregate unpaid principal
amount of all Competitive Bid Loans made by the Lender to the Borrower pursuant
to the Credit Agreement, in lawful money of the United States of America in
immediately available funds, and to pay interest from the date hereof on the
principal amount thereof from time to time outstanding, in like funds, at said
office, at the rate or rates per annum and payable on such dates as provided in
the Credit Agreement. In addition, should legal action or an attorney-at-law be
utilized to collect any amount due hereunder, the Borrower further promises to
pay all costs of collection, including the reasonable attorneys' fees of the
Lender actually incurred.

     Upon the occurrence of an Event of Default, the Borrower promises to pay
interest, on demand, at the Default Rate (as defined in the Credit Agreement) on
the terms and conditions set forth in the Credit Agreement.

     All borrowings evidenced by this Competitive Bid Note and all payments and
prepayments of the principal hereof and the date thereof shall be endorsed by
the holder hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof, or
otherwise recorded by such holder in its internal records; provided, that the
failure of the holder hereof to make such a notation or any error in such
notation shall not affect the obligations of the Borrower to make the payments
of principal and interest in accordance with the terms of this Competitive Bid
Note and the Credit Agreement.

     This Competitive Bid Note is issued in connection with, and is entitled to
the benefits of, the Credit Agreement which, among other things, contains
provisions for the acceleration of the maturity hereof upon the happening of
certain events, for prepayment of the principal hereof prior to the maturity
hereof and for the amendment or waiver of certain provisions of the Credit
Agreement, all upon the terms and conditions therein specified.



THIS COMPETITIVE BID NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.

                                      HUGHES SUPPLY, INC., a Florida corporation


                                      By: /s/ Jeffrey S. Leonard
                                          --------------------------------------
                                          Name: Jeffrey S. Leonard
                                          Title:



                               LOANS AND PAYMENTS

- --------------------------------------------------------------------------------
                                                  Unpaid
                                                 Principal       Name of Person
            Amount and        Payments of       Balance of           Making
Date       Type of Loan        Principal           Note             Notation
- --------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

EX-10.10(B)

                                                                Exhibit 10.10(B)

                            LENDER JOINDER AGREEMENT

     THIS LENDER JOINDER AGREEMENT (this "Joinder"), dated as of May 22, 2003,
is executed by COMMERCEBANK, N.A. (the "Additional Lender") in favor of HUGHES
SUPPLY, INC., a Florida corporation (the "Borrower"), and SUNTRUST BANK, a
Georgia banking corporation, as administrative agent (the "Administrative
Agent") for the lenders (the "Lenders") from time to time party to the Revolving
Credit Agreement, dated as of March 26, 2003, among the Borrower, the Lenders
and the Administrative Agent (as amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"; capitalized terms used
herein and not otherwise defined shall have the meanings assigned to such terms
in the Credit Agreement).

                                    RECITALS

     A. Pursuant to Section 2.4(a) of the Credit Agreement, the Borrower has
elected to increase the Aggregate Revolving Commitment Amount from $252,500,000
to an amount not to exceed $300,000,000, and the Lenders party to the Credit
Agreement on the Closing Date have declined to increase their Revolving
Commitments.

     B. The Additional Lender has agreed to provide a Revolving Commitment to
the Borrower in the amount of $15,000,000 (the "Additional Lender Commitment
Amount") in accordance with the terms of Section 2.4 of the Credit Agreement.

     NOW, THEREFORE, the Additional Lender agrees as follows:

     SECTION 1. Joinder. By its signature below, the Additional Lender hereby
joins the Credit Agreement as a Lender, and establishes a Revolving Commitment
to the Borrower in the amount of the Additional Lender Commitment Amount. The
Additional Lender shall be a party to, and bound by, the Credit Agreement with
the same force and effect as if the Additional Lender had become a Lender on the
Closing Date.

     SECTION 2. Representations and Warranties. The Additional Lender represents
and warrants to the Administrative Agent and the Borrower that this Joinder has
been duly authorized, executed and delivered by it and that the Credit
Agreement, as modified by this Joinder, constitutes the legal, valid and binding
obligation of the Additional Lender, enforceable against it in accordance with
its terms.

     SECTION 3. Effectiveness; Automatic Increase. This Joinder shall become
effective (i) when it shall have been accepted by the Borrower and the
Administrative Agent and (ii) upon receipt by the Additional Lender of an
upfront fee in the amount of $22,500, at which time this Joinder shall be deemed
to be a part of and shall be subject to all the terms and conditions of the
Credit Agreement. Upon the acceptance of this Joinder by the Administrative
Agent, the Aggregate Revolving Commitment Amount shall automatically be
increased by an amount equal to the Additional Lender Commitment Amount and
Annex I of the Credit Agreement shall automatically be




deemed amended to reflect the Revolving Commitment of the Additional Lender
committed hereunder.

     SECTION 4. Lack of Reliance on the Administrative Agent. The Additional
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Joinder and become a Lender under the Credit
Agreement. The Additional Lender acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, continue to make
its own decisions in taking or not taking any action under or based on this
Joinder, any related agreement or any document furnished hereunder or
thereunder.

     SECTION 5. Foreign Lenders. To the extent that the Additional Lender is a
Foreign Lender, it certifies that it has delivered all applicable forms and
performed all other actions required under Section 2.21(e) of the Credit
Agreement.

     SECTION 6. Governing Law. THIS JOINDER AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE
STATE OF GEORGIA.

     SECTION 7. Execution in Counterparts. This Joinder may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

     SECTION 8. Notices to Additional Lender. All communications and notices to
the Additional Lender shall be given to it at the address set forth under its
signature below.

                               [Signatures Follow]



     IN WITNESS WHEREOF, the Additional Lender has duly executed this Joinder as
of the day and year first above written.

                                      ADDITIONAL LENDER:

                                      COMMERCEBANK, N.A.


                                      By /s/ Alan Hills
                                         ---------------------------------------
                                         Name: Alan Hills
                                         Title: Vice President

                                      Address for Notices:
                                      CommerceBank, N.A.
                                      220 Alhambra Circle, 11th Floor
                                      Coral Gables, FL 33134
                                      Attn: Maria Rosales or Jonathan Simoens
                                      Telecopy Number: 305-460-8637/8797
                                      Email: mrosales@commercebankfl.com or
                                             Jsimoens@commercebankfl.com

Acknowledged and Agreed to:

HUGHES SUPPLY, INC.
as Borrower


By
   ---------------------------------
   Name:
   Title:


SUNTRUST BANK,
as Administrative Agent


By
   ---------------------------------
   Name:
   Title:



     IN WITNESS WHEREOF, the Additional Lender has duly executed this Joinder as
of the day and year first above written.

                                      ADDITIONAL LENDER:

                                      COMMERCEBANK, N.A.


                                      By
                                         ---------------------------------------
                                         Name:
                                         Title:

                                      Address for Notices:
                                      CommerceBank, N.A.
                                      220 Alhambra Circle, 11th Floor
                                      Coral Gables, FL 33134
                                      Attn: Maria Rosales or Jonathan Simoens
                                      Telecopy Number: 305-460-8637/8797
                                      Email: mrosales@commercebankfl.com or
                                             Jsimoens@commercebankfl.com

Acknowledged and Agreed to:

HUGHES SUPPLY, INC.
as Borrower


By /s/ Jeffrey S. Leonard
   ---------------------------------
   Name: Jeffrey S. Leonard
   Title:


SUNTRUST BANK,
as Administrative Agent


By:
    --------------------------------
    Name:
    Title:



     IN WITNESS WHEREOF, the Additional Lender has duly executed this Joinder as
of the day and year first above written.

                                      ADDITIONAL LENDER:

                                      COMMERCEBANK, N.A.


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                      Address for Notices:
                                      CommerceBank, N.A.
                                      220 Alhambra Circle, 11th Floor
                                      Coral Gables, FL 33134
                                      Attn: Maria Rosales or Jonathan Simoens
                                      Telecopy Number: 305-460-8637/8797
                                      Email: mrosales@commercebankfl.com or
                                             Jsimoens@commercebankfl.com

Acknowledged and Agreed to:

HUGHES SUPPLY, INC.
as Borrower


By:
    --------------------------------
    Name:
    Title:


SUNTRUST BANK,
as Administrative Agent


By: /s/ William C. Barr, III
    --------------------------------
    William C. Barr, III
    Director



                              REVOLVING CREDIT NOTE

$15,000,000                                                         May 22, 2003

     FOR VALUE RECEIVED, the undersigned, HUGHES SUPPLY, INC. a Florida
corporation (the "Borrower"), hereby promises to pay to COMMERCEBANK, N.A. (the
"Lender") or its registered assigns, at the office of SunTrust Bank ("SunTrust")
at 303 Peachtree St., N.E., Atlanta, Georgia 30308, on the Revolving Commitment
Termination Date (as defined in the Revolving Credit Agreement dated as of March
26, 2003, (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
Lenders from time to time party thereto and SunTrust as the Administrative Agent
for the Lenders), the lesser of the principal sum of FIFTEEN MILLION AND NO/100
DOLLARS and the aggregate unpaid principal amount of all Revolving Loans made by
the Lender to the Borrower pursuant to the Credit Agreement, in lawful money of
the United States of America in immediately available funds, and to pay interest
from the date hereof on the principal amount thereof from time to time
outstanding, in like funds, at said office, at the rate or rates per annum and
payable on such dates as provided in the Credit Agreement. In addition, should
legal action or an attorney-at-law be utilized to collect any amount due
hereunder, the Borrower further promises to pay all costs of collection,
including the reasonable attorneys' fees of the Lender actually incurred.

     Upon the occurrence of an Event of Default, the Borrower promises to pay
interest, on demand, at a rate or rates provided in the Credit Agreement.

     All borrowings evidenced by this Revolving Credit Note and all payments and
prepayments of the principal hereof and the date thereof shall be endorsed by
the holder hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof, or
otherwise recorded by such holder in its internal records; provided, that the
failure of the holder hereof to make such a notation or any error in such
notation shall not affect the obligations of the Borrower to make the payments
of principal and interest in accordance with the terms of this Revolving Credit
Note and the Credit Agreement.

     This Revolving Credit Note is issued in connection with, and is entitled to
the benefits of, the Credit Agreement which, among other things, contains
provisions for the acceleration of the maturity hereof upon the happening of
certain events, for prepayment of the principal hereof prior to the maturity
hereof and for the amendment or waiver of certain provisions of the Credit
Agreement, all upon the terms and conditions therein specified. THIS REVOLVING
CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.



                                      HUGHES SUPPLY, INC., a Florida corporation


                                      By: /s/ Jeffrey S. Leonard
                                          --------------------------------------
                                          Name: Jeffrey S. Leonard
                                          Title:



                               LOANS AND PAYMENTS

- --------------------------------------------------------------------------------
                                                  Unpaid
                                                Principal        Name of Person
            Amount and        Payments of       Balance of           Making
Date       Type of Loan        Principal           Note             Notation
- --------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                              COMPETITIVE BID NOTE

$50,000,000                                                        May 22, 2003

     FOR VALUE RECEIVED, the undersigned, HUGHES SUPPLY, INC. a Florida
corporation (the "Borrower"), hereby promises to pay to COMMERCEBANK, N.A. (the
"Lender") or its registered assigns, at the office of SunTrust Bank ("SunTrust")
at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, or at such other place as
the holder hereof may designate in writing to the Borrower, on the Revolving
Commitment Termination Date (as defined in the Revolving Credit Agreement dated
as of March 26, 2003 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, the Lenders from time to time party thereto and SunTrust, as
Administrative Agent for the Lenders), the lesser of the principal sum of FIFTY
MILLION AND N0/100 DOLLARS ($50,000,000) and the aggregate unpaid principal
amount of all Competitive Bid Loans made by the Lender to the Borrower pursuant
to the Credit Agreement, in lawful money of the United States of America in
immediately available funds, and to pay interest from the date hereof on the
principal amount thereof from time to time outstanding, in like funds, at said
office, at the rate or rates per annum and payable on such dates as provided in
the Credit Agreement. In addition, should legal action or an attorney-at-law be
utilized to collect any amount due hereunder, the Borrower further promises to
pay all costs of collection, including the reasonable attorneys' fees of the
Lender actually incurred.

     Upon the occurrence of an Event of Default, the Borrower promises to pay
interest, on demand, at the Default Rate (as defined in the Credit Agreement) on
the terms and conditions set forth in the Credit Agreement.

     All borrowings evidenced by this Competitive Bid Note and all payments and
prepayments of the principal hereof and the date thereof shall be endorsed by
the holder hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof, or
otherwise recorded by such holder in its internal records; provided, that the
failure of the holder hereof to make such a notation or any error in such
notation shall not affect the obligations of the Borrower to make the payments
of principal and interest in accordance with the terms of this Competitive Bid
Note and the Credit Agreement.

     This Competitive Bid Note is issued in connection with, and is entitled to
the benefits of, the Credit Agreement which, among other things, contains
provisions for the acceleration of the maturity hereof upon the happening of
certain events, for prepayment of the principal hereof prior to the maturity
hereof and for the amendment or waiver of certain provisions of the Credit
Agreement, all upon the terms and conditions therein specified.



THIS COMPETITIVE BID NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.

                                      HUGHES SUPPLY, INC., a Florida corporation


                                      By: /s/ Jeffrey S. Leonard
                                          --------------------------------------
                                          Name: Jeffrey S. Leonard
                                          Title:



                               LOANS AND PAYMENTS

- --------------------------------------------------------------------------------
                                                  Unpaid
                                                 Principal       Name of Person
            Amount and        Payments of       Balance of           Making
Date       Type of Loan        Principal           Note             Notation
- --------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

EX-99.1

                                                                    Exhibit 99.1

   WRITTEN STATEMENT OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Hughes Supply, Inc. (the "Company")
on Form 10-Q for the quarter ended May 2, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Thomas I. Morgan,
Chief Executive Officer and President of the Company, certify, pursuant to 18
U.S.C. (S) 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:

     (1)  The Report fully complies with the requirements of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.


Date: June 13, 2003                  /s/ Thomas I. Morgan
                                     ---------------------------------
                                     Thomas I. Morgan
                                     President and Chief Executive Officer

EX-99.2

                                                                    Exhibit 99.2

   WRITTEN STATEMENT OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Hughes Supply, Inc. (the "Company")
on Form 10-Q for the quarter ended May 2, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, David Bearman,
Executive Vice President and Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. (S) 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

          (1)  The Report fully complies with the requirements of section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

          (2)  The information contained in the Report fairly presents, in all
               material respects, the financial condition and results of
               operations of the Company.


Date: June 13, 2003                    /s/ David Bearman
                                       ---------------------------------
                                       David Bearman
                                       Executive Vice President and
                                       Chief Financial Officer