Exchange Agent Agreement

Form of Exchange Agent Agreement

                    , 2005

EXCHANGE AGENT AGREEMENT

U.S. Bank National Association

Attention: Peter Fowler

500 West Cypress Creek Road

Suite 560

Fort Lauderdale, FL 33309

Ladies and Gentlemen:

Hughes Supply, Inc., a Florida corporation (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding 5.50% Senior Notes Due 2014 (the “Old Securities”) for its 5.50% Senior Notes Due 2014 which have been registered under the Securities Act of 1933, as amended (the “New Securities”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the “Prospectus”), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are together referred to herein as the “Securities.”

The Company hereby appoints U.S. Bank National Association to act as exchange agent (the “Exchange Agent”) in connection with the Exchange Offer. References hereinafter to “you” shall refer to U.S. Bank National Association.

The Exchange Offer will be commenced on                     , 2005. The Letter of Transmittal accompanying the Prospectus (or in the case of book-entry securities, the Automated Tender Offer Program (“ATOP”) of the Book-Entry Transfer Facility (as defined below)) is to be used by the holders of the Old Securities to accept the Exchange Offer and contains instructions with respect to the delivery of certificates for Old Securities tendered in connection therewith.

The Exchange Offer shall expire at 5:00 p.m., New York City time, on                     , 2005, or such later date to which the Exchange Offer may be extended by the Company (the “Expiration Date”). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer from time to time and the Company may extend the Exchange Offer by giving oral (promptly confirmed in writing) or written notice to you before 9:00 a.m., New York City time, on the business day following the previously scheduled Expiration Date.

The Company expressly reserves the right to amend or terminate the Exchange Offer, and not to accept for exchange any Old Securities, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the caption “THE EXCHANGE OFFER.” The Company will give oral (promptly confirmed in writing) or written notice of any amendment, termination or nonacceptance to you as promptly as practicable.

In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions:

(1) You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned “THE EXCHANGE OFFER” in the Letter of Transmittal or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith and without gross negligence or willful misconduct be discharged by the foregoing.

(2) You will establish a book-entry account with respect to the Old Securities at The Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility’s systems may make book-entry delivery of the Old Securities by causing the Book-Entry Transfer Facility to transfer such Old Securities into your account in accordance with the Book-Entry Transfer Facility’s procedure for such transfer.