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                      LOAN AND AIRCRAFT SECURITY AGREEMENT



                                   Dated as of



                                November 12, 2002



                                     between



                              JUNO INDUSTRIES, INC.

                            (d/b/a HUGHES AVIATION),

                                    Customer,

                                       and



                          SUNTRUST LEASING CORPORATION,

                                     Lender,



                                  CESSNA 560XL

                 M/S No. 560-5119, FAA Registration Mark N357WC



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                                TABLE OF CONTENTS



Section 1. Amount and Terms of Loan...........................................1



   1.1 Commitment.............................................................1

   1.2 The Note...............................................................1

   1.3 Prepayment.............................................................1

   1.4 Use of Proceeds........................................................1

   1.5 Guaranty...............................................................1



Section 2. Conditions of Borrowing............................................1



Section 3. Representations and Warranties.....................................2



Section 4. Covenants..........................................................4



   4.1 Notices; Financial Information; and Further Assurances.................4

   4.2 Laws: Obligations: Operations..........................................4

   4.3 No Disposition of Collateral or Liens; Title and Security Interest.....5

   4.4 Use of Aircraft; Maintenance; Identification...........................6

   4.5 Insurance..............................................................6

   4.6 Reports, etc...........................................................7

   4.7 Event of Loss..........................................................7



Section 5. Security Interest..................................................8



   5.1 Grant of Security Interest.............................................8

   5.2 Lender Appointed as Attorney-in-Fact...................................8



Section 6. Events of Default..................................................8



Section 7. Remedies..........................................................10



   7.1 Termination of Commitment.............................................10

   7.2 Additional Remedies...................................................10



Section 8. Miscellaneous.....................................................11



   8.1 No Waiver: Cumulative Remedies........................................11

   8.2 Notices...............................................................11

   8.3 Payment of Expenses and Taxes: Performance by Lender of

       Customer's Obligations................................................12

   8.4 Disclaimer............................................................12

   8.5 Construction of this Agreement and Related Matters....................13

   8.6 Jurisdiction..........................................................13

   8.7 Jury Waiver...........................................................13



Exhibit A

Annex A

Annex B

Exhibit 3(j)





                                       i



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                      LOAN AND AIRCRAFT SECURITY AGREEMENT



      THIS LOAN AND AIRCRAFT SECURITY AGREEMENT (this "Agreement") is dated as

of the 12th day of November, 2002, by and between JUNO INDUSTRIES, INC. (d/b/a

HUGHES AVIATION), a Florida corporation ("Customer"), and SUNTRUST LEASING

CORPORATION, a Virginia corporation ("Lender").



      In consideration of the mutual agreements contained herein, and other good

and valuable consideration, the receipt and adequacy of which are hereby

acknowledged, the parties hereto agree as follows:



      Capitalized terms not otherwise defined herein shall have the meanings

ascribed to them in Exhibit A attached hereto and made a part hereof.



Section 1. Amount and Terms of Loan.



      1.1 Commitment. Subject to the terms and conditions of this Agreement,

Lender agrees to make a loan to Customer in the principal amount of

$7,700,000.00 (the "Loan").



      1.2 The Note. The Loan shall be evidenced by a Promissory Note dated as of

the date hereof, payable by Customer to the order of Lender in the original

principal amount of the Loan (the "Note"). The Loan, together with interest

thereon at the rate set forth in the Note, shall be repaid at the times and in

the manner set forth in the Note.



      1.3 Prepayment. The Note may be prepaid only in the manner and subject to

terms and conditions of the Note and, if applicable, Section 4.7 hereof.



      1.4 Use of Proceeds. Customer shall use the proceeds of the Loan to

finance or refinance the costs of the acquisition of the Aircraft and for no

other purpose.



      1.5 Guaranty. The obligations of Customer under this Agreement, the Note

and the other Loan Documents shall be guaranteed by Hughes Supply, Inc.

("Guarantor") pursuant to a Guaranty dated as of the date hereof by Guarantor in

favor of Lender (the "Guaranty").



Section 2. Conditions of Borrowing.



      Lender's obligation to make the Loan shall be both subject to and

conditioned upon all of the following conditions being satisfied:



            (a) Lender shall have received all of the following in form and

substance satisfactory to Lender: (i) this Agreement, the Note, and the other

Loan Documents duly executed by Customer; (ii) the Guaranty duly executed by

Guarantor; (iii) a copy of the warranty bill of sale conveying the Aircraft to

Customer; (iv) certificates executed by the secretary or other authorized

representative of Customer and Guarantor certifying: (A) that the execution,

delivery and performance of this Agreement and the other Loan Documents and the

entrance by Customer and Guarantor into the transactions contemplated hereby and

thereby have been authorized and (B) the names of the Persons authorized to

execute and deliver such documents on behalf of Customer and Guarantor together

with specimen signatures of such Persons; (v) the written opinion of counsel to

Customer and Guarantor addressed to Lender, as to such matters incident to the

transactions contemplated by this Agreement as Lender may reasonably request;

(vi) a certified copy of the Standard Airworthiness Certificate (AC Form 8100-2)

issued by the FAA for the Aircraft; (vii) an insurance certificate evidencing

that the Aircraft is insured in accordance with the provisions of this

Agreement; (viii) certificate(s) of good standing for Customer and Guarantor

from the states of their incorporation and the state where the Aircraft is

primarily hangared and where the chief executive offices and principal places of

business of Customer and Guarantor are located; (ix) aircraft purchase agreement

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