SECOND AMENDED AND RESTATED



              SALARY CONTINUATION AND RETIREMENT BENEFIT AGREEMENT



         THIS AGREEMENT is amended and restated as of the 30th day of June, 2000

(the "Effective Date"), by and between DEVCON INTERNATIONAL CORP., a Florida

corporation (the "Company"), and DONALD L. SMITH, JR., an individual residing in

Palm Beach County, Florida (the "Employee").



                                   RECITATIONS



         WHEREAS the Company and the Employee entered into a Stock Retirement

and Salary Continuation Agreement dated June 1974 (the "Retirement Agreement");

and



         WHEREAS the Company and the Employee amended and restated the

Retirement Agreement pursuant to a Life Insurance and Salary Continuation

Agreement by and between the Company and the Employee dated March 29, 1989 (the

"Life Insurance and Salary Continuation Agreement"); and



         WHEREAS the Company and the Employee wish to recognize the

contributions by the Employee to the Company and to provide an additional

incentive to retain the Employee, upon whose services, effort, and judgment the

success of the Company is in part dependent; and



         WHEREAS the Company and the Employee therefore wish to amend and

restate the Life Insurance and Salary Continuation Agreement as the Salary

Continuation and Retirement Benefit Agreement so as to provide the Employee with

a Retirement Benefit, and to provide the Surviving Spouse of the Employee with a

Survivor Benefit in accordance with the terms set forth herein.



                                    AGREEMENT



         NOW, THEREFORE, in consideration of the foregoing, of the mutual

promises hereinafter set forth and of other good and valuable consideration, the

sufficiency of which is hereby acknowledged, the parties hereto, intending to be

legally bound, hereby amend and restate the Life Insurance and Salary

Continuation Agreement as the Salary Continuation and Retirement Benefit

Agreement (the "Agreement"), and agree as follows:



         Section 1. Salary Continuation Death Benefit. If the Employee shall

cease to be employed by the Company as a result of his Disability (as defined

below) or death, the Company shall pay monthly payments (as calculated below) as

provided herein for a period of sixty (60)



{PAGE}



consecutive months, commencing on the first day of the calendar month coinciding

with or immediately following the date the Employee's employment is terminated

by reason of his Disability or death. For purposes of this Agreement, Disability

shall be defined to mean the Employee's permanent mental or physical disability

as determined by a licensed medical physician satisfactory to the Company. The

amount of each monthly payment shall be equal to the sum of (i) the Employee's

monthly salary for the last full month immediately preceding the month the

Employee's employment is terminated, and (ii) one-twelfth of the Employee's

annual bonus in the calendar year immediately preceding such termination. The

monthly payments shall be paid to the Employee, or if the Employee should die

before all of the payments required under this provision have been made, to the

beneficiary or beneficiaries designated by the Employee by written notice to the

Company, or if no beneficiary has been designated or then shall be living, to

the Employee's estate.



         Section 2. Retirement Benefits.



              (a) If the Employee's employment with the Company terminates on or

after the earlier of (i) March 31, 2003, or (ii) the date on which a Change in

Control of the Company occurs, and such termination is for any reason other than

the death or Disability (as defined in Section 1 hereof) of the Employee, then

the Company shall pay the Employee a monthly retirement benefit (the "Retirement

Benefit") equal to seventy-five percent (75%) of the Employee's highest monthly

base salary during the twenty-four-month period immediately preceding the date

on which the Employee's employment terminates (the "Retirement Date"). Payment

of the Retirement Benefit shall commence on the first day of the calendar month

coinciding with or immediately following the Employee's Retirement Date and

shall continue with the final payment being due on the first day of the calendar

month coinciding with or immediately preceding the date of the Employee's death.

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