EAGLE SUPPLY GROUP INC
AMENDED, RESTATED & CONSOL. REVOLVING CREDIT NOTE
<DOCUMENT>
<TYPE>EX-10.38
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AMENDED, RESTATED & CONSOL. REVOLVING CREDIT NOTE
<TEXT>



               AMENDED, RESTATED AND CONSOLIDATED
                     REVOLVING CREDIT NOTE


$44,975,000                                         June 20, 2000


    FOR VALUE RECEIVED, and intending to be legally bound,
JEH/Eagle Supply, Inc. and Eagle Supply, Inc. (collectively, the
"Borrowers") hereby jointly and severally promise to pay to the
order of Fleet Capital Corporation, a Rhode Island corporation
("Lender"), in such coin or currency of the United States which
shall be legal tender in payment of all debts and dues, public and
private, at the time of payment, the maximum principal sum of Forty
Four Million Nine Hundred and Seventy Five Thousand Dollars
($44,975,000) or such lesser sum which then represents the
aggregate unpaid principal balance of Revolving Credit Loans,
together with interest from and after the date hereof on the unpaid
principal balance outstanding at the rates per annum set forth in
the Loan Agreement (as defined below).  Interest shall be computed
in the manner provided in Section 2 of the Loan Agreement.

    This Amended, Restated and Consolidated Revolving Credit Note
(the "Note") is the Amended, Restated and Consolidated Revolving
Credit Note referred to in, and is issued pursuant to, that certain
Amended, Restated and Consolidated Loan and Security Agreement
between Borrowers and Lender, dated the date hereof (as may be
amended, supplemented or replaced from time to time, the "Loan
Agreement"), and is entitled to all of the benefits and security of
the Loan Agreement.  All of the terms, covenants and conditions of
the Loan Agreement and the Security Documents are hereby made a
part of this Note and are deemed incorporated herein in full.  All
capitalized terms used herein, unless otherwise specifically
defined in this Note, shall have the meanings ascribed to them in
the Loan Agreement.

    The principal amount and accrued interest of this Note shall
be due and payable on the dates and in the manner hereinafter set
forth:

        (a)  Interest shall be due and payable monthly, in arrears, on
the first day of each month, commencing on June 1, 2000, and
continuing until such time as the full principal balance, together
with all other amounts owing hereunder, shall have been paid in
full.

    (b)  Principal shall be payable in accordance with the Loan
Agreement and all outstanding principal, together with any and all
other amounts due hereunder, shall be due and payable on the last
day of the Original Term or any Renewal Term of the Loan Agreement.

Notwithstanding the foregoing, the entire unpaid principal balance
and accrued interest on this Note shall be due and payable
immediately upon acceleration of the Obligations following an Event
of Default under the Loan Agreement or termination of the Loan
Agreement pursuant to Section 4 thereof.


<PAGE>  EX-10.38

    This Note shall be subject to prepayment (and prepayment
premium, if applicable) in accordance with the provisions of
Sections 3.2 and 3.3 of the Loan Agreement.  Borrowers may also
terminate the Loan Agreement and, in connection with such
termination, prepay this Note in the manner and subject to the
conditions provided in Section 4 of the Loan Agreement.

    Upon the occurrence of an Event of Default, Lender shall have
all of the rights and remedies set forth in Section 10 of the Loan
Agreement.

    Time is of the essence under this Note.  To the fullest extent
permitted by applicable law, each Borrower, for itself and its
legal representatives, successors and assigns, expressly waives
presentment, demand, protest, notice of dishonor, notice of non-
payment, notice of maturity, notice of protest, presentment for the
purpose of accelerating maturity, diligence in collection, and the
benefit of any exemption or insolvency laws.

    Wherever possible, each provision of this Note shall be
interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Note shall be
prohibited or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or remaining
provisions of this Note.  No delay or failure on the part of Lender
in the exercise of any right or remedy hereunder shall operate as
a waiver thereof, nor as an acquiescence in any default, nor shall
any single or partial exercise by Lender of any right or remedy
preclude any other right or remedy.  Lender, at its option, may
enforce its rights against any Collateral securing this Note
without enforcing its rights against Borrowers or any other
property or indebtedness due or to become due to Borrowers.  Each
Borrower agrees that, without releasing or impairing Borrower's
liability hereunder, Lender may at any time release, surrender,
substitute or exchange any Collateral securing this Note and may at
any time release any party primarily or secondarily liable for the
indebtedness evidenced by this Note.

     IN ANY LITIGATION ARISING OUT OF OR RELATING TO ANY OF THE
MATTERS CONTAINED IN THIS NOTE OR ANY OF THE DOCUMENTS DELIVERED IN
CONNECTION HEREWITH IN WHICH THE LENDER AND BORROWERS ARE ADVERSE
PARTIES, THE LENDER AND BORROWERS WAIVE TRIAL BY JURY.

    This Note amends, restates and consolidates, but does not
extinguish the indebtedness evidenced by (i) that certain Revolving
Credit Note given by JEH Acquisition Corp. n/k/a JEH/Eagle Supply,
Inc. to Lender dated July 8, 1997 in the principal amount of
$20,000,000 and (ii) that certain Revolving Credit Note given by
MSI/Eagle Supply, Inc. to Lender dated October 22, 1998 in the
principal amount of $6,000,000 or (iii) the indebtedness and
obligations evidenced by that certain Loan Agreement by and between
Eagle Supply, Inc. and Lender, as successor to Barclays Business
Credit, Inc., dated December 23, 1994 establishing a revolving
credit facility in the principal amount of $7,500,000, all as may
have been amended, supplemented or replaced from time to time.

    This Note shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.


                              -2-

<PAGE>  EX-10.38

    IN WITNESS WHEREOF, each Borrower has caused this Note to be
duly executed and delivered on the date first above written.



                                   JEH/Eagle Supply, Inc.


                                   By:______________________________

                                   Name:____________________________

                                   Title:___________________________




                                   Eagle Supply, Inc.


                                   By:______________________________

                                   Name:____________________________

                                   Title:___________________________



                              -3-

<PAGE>  EX-10.38

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