Term Supply Agreement

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                                                                   EXHIBIT 10(k)

                             CONFIDENTIAL TREATMENT

The material marked by ({REDACTED}) on the attached pages has been omitted from
the filed copy of this agreement in connection with a confidential treatment
request filed with the Securities and Exchange Commission by Lesco, Inc. (the
"Company").

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                           LONG-TERM SUPPLY AGREEMENT

     This LONG-TERM SUPPLY AGREEMENT ("Agreement") is entered into effective as
of October 1, 2005 ("Contract Date"), by and between Turf Care Supply Corp., a
Delaware corporation ("Supplier"), and LESCO, Inc., an Ohio corporation
("LESCO"). Additional defined terms are set forth in Section 1 hereof.

                                     RECITALS

     A. Prior to the Purchase and Sale Closing Date, LESCO used the Purchased
Assets to manufacture and distribute the Products for its own account. Pursuant
to the Purchase Agreement, effective as of the Purchase and Sale Closing Date,
Supplier acquired from LESCO the Purchased Assets and will now commence to
manufacture and distribute the Products for LESCO (and other products for
others) pursuant to this Agreement.

     B. LESCO and Supplier have entered into this Agreement, effective as of the
Contract Date, to establish the terms and conditions for LESCO's ongoing
purchase from Supplier of Existing Products (and such New Products as Supplier
may make available pursuant to this Agreement).

     NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, LESCO and Supplier agree as follows:

     1. ACCOUNTING TERMS; DEFINITIONS. Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided that, if LESCO
notifies Supplier that LESCO requests an amendment to any provision hereof to
eliminate the effect of any change occurring after the date hereof in GAAP or in
the application thereof on the operation of such provision, regardless of
whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended
in accordance herewith. Defined terms used in this Agreement shall have the
meaning ascribed thereto as follows:

           "Agreement" is defined in the introductory paragraph hereof.

          "Basic Warranty" is defined in Section 9(a) hereof.

          "Basic Warranty Period" is defined in Section 9(a) hereof.

          "Business Day" means any day other than a Saturday, Sunday or day on
which commercial banks are authorized to close under the laws of the State of
Ohio.

          "CAS" means cost accounting standards as applied in the United States
of America and on a basis consistent with LESCO's historical practices, except
as otherwise modified or set forth in Attachments D and/or E to this Agreement.

          "Confidential Information" is defined in Section 15 hereof.

          "Conforming Goods" means Products that are manufactured or sourced by
Supplier

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for or on behalf of LESCO that meet or exceed the Specifications and Quality
Standards; provided, however, that fertilizer blends produced with the existing
Ranco blenders at the Sebring, Florida facility will not be considered
non-conforming until such time as Supplier modifies, upgrades, replaces or no
longer uses the Ranco blenders.

          "Conforming PO" means either a Conforming Seasonal PO or a Conforming
Non-Seasonal Replen PO, as applicable.

          "Conforming Non-Seasonal Replen PO" means any Non-Seasonal Replen PO
delivered by LESCO to Supplier which:

               (i) orders a quantity of Products not in excess of the amount
provided for such month in the Locked Non-Seasonal Purchase Forecast (as defined
in Attachment C),

                (ii) provides for between seven and fourteen days to deliver the
applicable Non-Seasonal Product (to be adjusted by LESCO and Supplier based on
actual experience during the Transitional Period, but not to exceed 14 days),
and

               (iii) contains the items set forth in subsections (i) through (v)
of Section 3(c) hereof.

          "Conforming Seasonal PO" means any Seasonal PO delivered by LESCO to
Supplier which:

               (i) orders a quantity of Products not in excess of the amount
provided for such month in the Locked PO Forecast (as defined in Attachment C),

               (ii) is delivered on or before the first day of the applicable
month specified in the PO Forecast,

               (iii) provides for seven to fourteen days' delivery time (to be
adjusted by LESCO and Supplier based on actual experience during the
Transitional Period, but not to exceed 14 days),

               (iv) provides for the delivery location and SKU that is specified
in the PO Forecast, and

                (v) contains the items set forth in subsections (i) through (v)
of Section 3(b).

          A PO (an "In-Month Conforming Seasonal PO") will also be considered a
Conforming Seasonal PO if:

               (i) the quantity of the SKU ordered by such PO, when taken
together with the quantities of such SKU ordered by other Conforming Seasonal
PO's and In-Month Conforming Seasonal PO's issued within the same month, does
not exceed an amount equal to 10% of the quantity of SKU forecasted in the
Locked PO Forecast (as defined in Attachment C) for such month,

               (ii) provides for seven to fourteen days' delivery time (to be
adjusted by LESCO and Supplier based on actual experience during the
Transitional Period, but not to exceed 14 days), and

               (iii) contains the items set forth in subsections (i) through (v)
of Section 3(b).

          "Contract Date" is defined in the introductory paragraph hereof.

          "Contract Term" is defined in Section 8(a) hereof.

          "Customer" means any person who purchases any Product from LESCO,
whether


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through a Store, through LESCO's golf sales representatives network, through
Internet sales or otherwise.

          "Environmental Protection Agency" means the U.S. Environmental
Protection Agency, and any successor agency or agencies that may exist from time
to time.

          "Existing Products" means those certain fertilizers, seed, control
products and related products specifically listed by SKU and described in
Attachment A attached hereto and made a part hereof.

          "Force Majeure" is defined in Section 11 hereof.

          "Forecast" means a Non-Seasonal Purchase Forecast, a PO Forecast or a
Seasonal Purchase Forecast.

           "GAAP" means generally accepted accounting principles as applied in
the United States of America and on a basis consistent with LESCO's historical
practices, as in effect as of the pertinent measurement or testing date, unless
otherwise modified or set forth in this Agreement.

          "Last Leg Transportation Costs" is defined in Attachment D.

          "LESCO" is defined in the introductory paragraph hereof.

          "LESCO Purchase Order" means LESCO's purchase order issued in
electronic, written or other format to Supplier; provided, however, that in the
event of any inconsistency between a LESCO Purchase Order and this Agreement,
the terms hereof shall control.

          "Lost Gross Profit" is defined in Attachment B hereof.

          "Major Make-Whole Payment" is defined in Attachment B hereof.

          "Maintenance Capital" means all capital expenditures (as defined and
determined in accordance with GAAP) made by Supplier in connection with the
assets acquired for purposes of manufacturing or sourcing Products for LESCO.

          "Margin" means the Margin on A/R and the Margin on Maintenance
Capital, as applicable.

          "Margin on A/R" is defined in Attachment F hereof.

          "Margin on Maintenance Capital" is defined in Attachment F hereof.

          "Minor Make-Whole Payment" is defined in Attachment B hereof.

          "New Products" is defined in Section 3(e) hereof.

          "Non-Seasonal Products" means all Products other than Seasonal
Products.


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          "Non-Seasonal Purchase Forecast" is defined in Attachment C hereof.

          "Non-Seasonal Replen PO" is defined in Section 3(c) hereof.

          "Owner" is defined in Section 15 hereof.

          "parties" means LESCO and Supplier, and their permitted successors and
permitted assigns, and "party" means LESCO or Supplier (and their respective
permitted successors and permitted assigns).

          "person" means any individual, corporation, partnership, joint
venture, association, limited liability company, joint stock company, trust,
unincorporated organization, government, or any agency or political subdivision
thereof, or any other form of entity.

          "PO Forecast" is defined in Attachment C hereof.

           "Products" means Existing Products and New Products, collectively,
that are manufactured or sourced for or on behalf of LESCO by Supplier pursuant
to this Agreement.

          "Purchase Agreement" means that certain Asset Purchase Agreement
executed as of July 26, 2005 by Supplier and LESCO but effective as of the
Purchase and Sale Closing Date.

          "Purchase and Sale Closing Date" means the closing date of the
purchase and sale transaction contemplated by the Purchase Agreement.

           "Purchased Assets" means the assets purchased by Supplier from LESCO
pursuant to the Purchase Agreement.

          "Recipient" is defined in Section 15 hereof.

          "Seasons" means the various time periods set forth in Attachment A to
this Agreement with respect to the Seasonal Products set forth opposite such
time periods, and "Season" shall mean any one of them.

          "Seasonal PO" is defined in Section 3(b).

          "Seasonal Products" means, for each Season (and only with respect to
the period of such Season), the applicable category (i.e., Pre-emergent;
Post-emergent; Fertilizer; Insecticide; Fungicide; Seed; or Ice Melt) of Product
set forth opposite the name of the applicable Season in Attachment A hereof). A
Seasonal Product shall be considered a Non-Seasonal Product for all time periods
other than such Seasonal Product's Season(s) as set forth on Attachment A.

          "Seasonal Purchase Forecast" is defined in Attachment C hereof.

          "SEC" means the U.S. Securities and Exchange Commission, and any
successor agency or agencies that may exist from time to time.

          "Semi-Annual Forecast" is defined in Section 3(a) hereof.


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          "SKU" means stock-keeping unit.

           "Specifications and Quality Standards" means the specifications and
quality standards for manufacturing, packaging and labeling the products, which
shall be provided by LESCO to Supplier in written and/or electronic format
through LESCO's bill of materials system, as updated from time to time; provided
that to the extent the Specification and Quality Standards change from those in
existence today, any additional costs or savings resulting therefrom will adjust
the Historical Metrics in Attachment E appropriately.

          "Standard Cost" is defined in Section 4(a) hereof

          "Store" means any LESCO Stores-On-Wheels(R), LESCO Service Center(R)
or other LESCO owned or leased sales outlet.

          "Supplier" is defined in the introductory paragraph hereof.

          "Transitional Period" means the Transitional Period as defined in the
TSA.

          "TSA" means that certain Transitional Services Agreement dated as of
October 1, 2005, by and between LESCO and Supplier.

     2. SALE AND PURCHASE OF PRODUCTS.

          (A) Agreement to Sell and Purchase Products. Supplier shall sell to
LESCO, and LESCO shall purchase from Supplier, Products pursuant to the terms
hereof. At all times during the Contract Term, Supplier shall maintain the
capacity and resources necessary to permit Supplier to satisfy each Conforming
PO, within agreed upon lead times and meeting all Specifications and Quality
Standards and the other terms and conditions contained in this Agreement, which
capacity and resource levels shall be at least equal to those of or related to
the Purchased Assets immediately prior to the Contract Date. This Agreement
constitutes a requirements contract with regard to all Products, meaning that
(i) Supplier hereby grants LESCO a first call on Supplier's manufacturing
capacity and resources to the extent required to satisfy one hundred and five
percent (105%) of each June Capacity Forecast and December Capacity Forecast
(subject to the provisions of Section 3(a) hereof and provided that Supplier
shall not be obligated to possess capacity and resources beyond that available
with the Purchased Assets immediately prior to Closing), and that Supplier will
manufacture products for other customers only to the extent that fulfilling one
hundred and five percent (105%) of the June Capacity Forecast and December
Capacity Forecast (subject to the provisions of Section 3(a) hereof) does not
require such capacity and resources and (ii) LESCO shall purchase all Products
that it requires from Supplier except (A) that, to the extent Supplier informs
LESCO that it is unable to produce the volume of the applicable Product
indicated in a Forecast or LESCO Purchase Order, LESCO may acquire any shortfall
from third party suppliers; (B) that, to the extent LESCO acquires certain
Products (including, for avoidance of doubt, branded products) from third party
manufacturers as of the date hereof, LESCO may continue to source those Products
from such manufacturers if Supplier is not able to manufacture or source such
Products on a basis at least as favorable to LESCO; (C) that nothing in this
Agreement shall be construed to prohibit or limit LESCO from acquiring
Product(s) from any other person to the extent


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Supplier is unable to comply with any of its obligations under this Agreement or
to the extent delivery costs to any Store or Customer make any purchase(s) of
Product(s) from Supplier more costly to LESCO than from any other source; and
(D) pursuant to Section 3(b) hereof.

          (B) Product Specifications. Supplier will manufacture or source all
Products to the Specifications and Quality Standards. As required by applicable
law but normally once per fiscal year, Supplier shall deliver to LESCO (i) for
any Product sold to LESCO hereunder that is registered with the EPA, a
specification sheet and a certificate of analysis in the form submitted to the
EPA for such Product, and (ii) for any Product sold to LESCO hereunder that is
not registered with the EPA, a specification sheet and a certificate
satisfactory to LESCO certifying that such Product conforms with the
Specifications and Quality Standards applicable thereto.

          (C) LESCO's Resale of Products. LESCO is permitted to resell the
Products to any person anywhere in the world at any price and in any manner
whatsoever including, but not limited to, from a Store, through LESCO's golf
sales representatives network or through Internet sales. For avoidance of doubt,
Supplier acknowledges and agrees that (i) LESCO may receive co-operative
advertising payments from vendors (for, among other things, advertising,
slotting and spiffs) in connection with LESCO's sales of the Products, and (ii)
all such payments are not covered by this Agreement, do not impact in any manner
whatsoever the price to be paid by LESCO hereunder for Products, and may be
retained by LESCO without any accounting whatsoever to Supplier.

          (D) Special Provisions Relating to Turfgrass Seed. Pursuant to the
Purchase Agreement, Supplier has acquired LESCO's turfgrass seed facilities and
personnel in Silverton, Oregon. However, LESCO is retaining all contracts and
licenses relating to the manufacture and purchase of turfgrass seed ("Turfgrass
Seed Contracts").

               (i) LESCO will arrange to have the turfgrass seed purchased
pursuant to the Turfgrass Seed Contracts delivered to Supplier's facility in
Silverton, Oregon (as elsewhere, as the Parties may agree from time to time).
LESCO shall sell to Supplier, and Supplier shall purchase from LESCO, such
turfgrass seed upon delivery thereof to Supplier's facility. The terms of
purchase/sale shall be identical to the terms of purchase/sale, including
payment terms, between LESCO and its turfgrass seed vendors pursuant to the
applicable Turfgrass Seed Contracts (for avoidance of doubt, LESCO shall sell
such turfgrass seed to Supplier at LESCO's cost thereof, and TCS shall remit
payment (equal to what LESCO must pay its turfgrass seed vendor(s)) to LESCO at
least one (1) Business Day before LESCO pays its turfgrass seed vendor(s)).

               (ii) All turfgrass seed sold to Supplier shall be held solely and
exclusively for LESCO, and LESCO shall purchase all of such Product as needed.
LESCO shall designate from time to time whether a particular quantity of such
seed shall be delivered to it under LESCO's "variety specific" names and labels
or under a "non-variety specific" name and label. If Supplier must have a
license or other permission to re-sell such turfgrass seed to LESCO, the parties
shall cooperate in good faith in order for Supplier to obtain such
license/permission.

               (iii) Supplier shall use its commercially reasonable best efforts
to assist LESCO in maintaining good relationships with its turfgrass seed
vendors in the manner historically maintained by LESCO prior to the Contract
Date.


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               (iv) Except as otherwise set forth in this Section 2(d),
turfgrass seed purchased by Supplier from LESCO shall, upon such purchase, be
treated like any other Product hereunder.

     3. QUANTITIES AND ORDERING

          (A) Forecasting; Production Scheduling; Ordering. As set forth in
Attachment C, LESCO or Supplier shall prepare (and, as specified on such
attachment, LESCO and Supplier shall agree on): (i) with respect to Seasonal
Products (including the seasonal allocations of Non-Seasonal Products), (A)
monthly forward 12-month Seasonal Purchase Forecasts, (B) monthly forward
12-month Seasonal Production Schedules and (C) monthly forward 12-month Seasonal
PO Forecasts and (ii) with respect to Non-Seasonal Products, a monthly forward
12-month Non-Seasonal Purchase Forecast, in each case all as set forth in
Attachment C hereto. (The 12-month Seasonal Purchase Forecasts and the 12-month
Non-Seasonal Purchase Forecasts that are delivered in June and December are
referred to herein, respectively, as the "June Capacity Forecast" and the
"December Capacity Forecast" and the first six months of each of the June
Capacity Forecast and the December Capacity Forecast are referred to herein
collectively as the "Semi-Annual Forecasts" and each as a "Semi-Annual
Forecast."). The June Capacity Forecast and the December Capacity Forecast shall
be considered final for purposes of determining capacity and resources that must
be reserved for LESCO pursuant to Section 2(a) hereof and for purposes of
Section 8; provided that where the June Capacity Forecast and the December
Capacity Forecast overlap, the forecast first provided shall govern with respect
to such six month period and the capacity and resources required under Section
2(a) hereof and provided, further, that Supplier shall make available to LESCO
all excess capacity and resources in excess of such June and December Capacity
Forecasts to the extent not otherwise committed to other customers. For example,
if (1) the December Capacity Forecast delivered in December 2005 requires 1000
tons between January 1, 2006 and June 30, 2006 and 1,500 tons between July 1,
2006 and December 31, 2006 and (2) the June Capacity Forecast delivered in June
2006 requires 2,000 tons between July 1, 2006 and December 31, 2006 and 2,500
tons between January 1, 2007 and June 30, 2007, then Supplier is required to
reserve capacity and resources to LESCO to produce (a) 1,575 tons from July 1,
2006 to December 31, 2006 and (b) 2,625 tons between January 1, 2007 and June
30, 2007 provided that Supplier shall make available to LESCO all excess
capacity and resources in excess of such June and December Capacity Forecasts to
the extent not otherwise committed to other customers.

The parties acknowledge that Supplier need not begin production (other than
sourcing of raw materials) of Seasonal Products (including the seasonal
allocations of Non-Seasonal Products) until Supplier receives a Conforming PO.

          (B) Ordering of Seasonal Products. A LESCO Purchase Order for Seasonal
Products (including the seasonal allocations of Non-Seasonal Products) (a
"Seasonal PO") will be issued by LESCO to Supplier pursuant to the PO Forecast
or Section 3(d) hereof. Issuance of a Seasonal PO will commit LESCO to purchase
from Supplier the Products ordered on the Seasonal PO. LESCO will endeavor to
deliver all Seasonal POs (other than In-Month Seasonal PO's) on or before the
first day of the month specified in the PO Forecast. Each Seasonal PO will
contain:

               (i) the SKU of the ordered Product;


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               (ii) the quantity and Standard Price per SKU;

                (iii) the address or delivery site of the Store or Customer where
the Product is to be delivered or the service area containing the Store where
the Product will ultimately be delivered with sufficient specificity so that
Supplier can determine the appropriate distribution center and manufacturing
plant;

               (iv) the date of delivery to the Store or Customer; and

               (v) any mutually-agreed special delivery requirements.

          (C) Ordering of Non-Seasonal Products. LESCO Purchase Orders for
Non-Seasonal Products may be issued by LESCO to Supplier from time to time for
the replenishment of Non-Seasonal Products (a "Non-Seasonal Replen PO").
Issuance of a Non-Seasonal Replen PO will commit LESCO to purchase from Supplier
the Products ordered on such PO. Each Non-Seasonal Replen PO will contain the
following information:

               (i) Product SKU,

               (ii) the address or delivery site of the Store or Customer where
the Product is to be delivered,

               (iii) the quantity and Standard Price per SKU,

               (iv) the date of delivery to the Store or Customer, and

               (v) any mutually-agreed special delivery requirements.

          (D) Changes in Need for any Product. LESCO will promptly advise
Supplier in writing if LESCO has placed any Product SKU on "watch" or
"phase-out" status, or if LESCO has any other reason to anticipate any increase
or decrease in its need for any Product not otherwise reflected in any Forecast.
In any such event, Supplier shall use all commercially reasonable best efforts
(including, but not limited to, the running of additional production shifts, if
necessary) to fulfill LESCO's revised needs with respect to any Product ordered
pursuant to a LESCO Purchase Order as soon as practicable after receipt of a
revised LESCO Purchase Order reflecting an increased or decreased order for such
Product; provided that Supplier shall not be subject to any penalties or any
other liabilities if it is unable to deliver the increased volume of Products in
accordance with the revised LESCO Purchase Order. If Supplier determines that it
will be unable to deliver an increased volume of Products to comply with LESCO's
revised needs, it shall promptly so notify LESCO of such fact and the reason(s)
therefor, and LESCO shall be free to purchase from any other supplier or
suppliers the quantities that Supplier is unable to deliver.

          (E) New Products.

               (i) Supplier will keep LESCO fully informed as to the development
status of all proposed new fertilizer, combination fertilizer, seed, ice melt,
pesticide, pest control products and/or related product(s) (collectively, "New
Products" and individually, a "New Product") being developed by or on behalf of
Supplier and, to the extent known, by any other person; provided, however, that
the foregoing provision shall not require Supplier to violate any written or
oral contractual confidentiality obligation to a third party, any trade secrets
of a third party or any applicable law (so long as such written or oral
contractual confidentiality obligation was not created in order to circumvent
such foregoing provision). As soon as Supplier determines that a New Product to
be manufactured or sourced by Supplier is commercially viable, it shall so
notify LESCO in writing, describing the New Product(s) to be manufactured or
sourced, the anticipated


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availability schedule therefor and the quantities thereof that are anticipated
to be available for delivery. For any New Product(s) being developed or sold by
a person other than Supplier, Supplier shall keep LESCO apprised of any
information relating thereto that becomes known to Supplier, and Supplier shall,
at the request of LESCO, either obtain, at LESCO's cost, sufficient rights to
allow Supplier to manufacture or source such New Product(s) for the benefit of
LESCO and its Customers or permit LESCO to purchase such New Products(s) for
distribution to LESCO and/or LESCO's Customers through Supplier's distribution
network. Any intellectual property related to New Product(s) developed by
Supplier pursuant to this paragraph shall be the property of Supplier, subject
to the license rights granted to LESCO in Section 7(c) hereof.

                (ii) LESCO may from time to time propose to Supplier the
development and/or manufacture of a New Product (including, but not limited to,
derivatives of Existing Products) and, subject to Section 3(e)(iv) hereof,
Supplier shall proceed with such development. In the event that Supplier does
not proceed with such development as a result of such Section 3(e)(iv), LESCO
shall be free to proceed with such development as LESCO proposes. Supplier shall
so notify LESCO in writing, describing the New Product(s) to be manufactured or
sourced, the anticipated availability schedule therefor and the quantities
thereof that are anticipated to be available for delivery. If, as a result of
such development, a patentable invention, technology or other protectable
intellectual property right is created, LESCO and Supplier shall cooperate with
one another to register or otherwise protect such intellectual property at
LESCO's cost. Any such intellectual property related to New Product(s) proposed
by LESCO pursuant to this paragraph shall be the property of LESCO, subject to
the license rights granted to Supplier in Section 7(b) hereof.

               (iii) Any New Product purchased by LESCO under this Section 3(e)
shall be deemed to be one of the "Products" for purposes hereof, and Attachment
A shall be updated from time to time to reflect any New Product(s) that become
Existing Products.

               (iv) If the manufacture of a New Product would result in a
material increase in Standard Cost pursuant to Section 6(a)(iv) hereof, then
Supplier and LESCO shall cooperate in good faith to reset the metrics set forth
in Attachment E hereof in order to take such change into account. If the parties
are unable to agree on such new metrics, then Supplier may refuse to manufacture
such New Product(s).

          (F) Information Transmission Process. Supplier and LESCO shall
cooperate in good faith to establish and thereafter utilize, as soon as is
reasonably practicable and cost effective, an electronic data transmission
process to support data transmission and communication between LESCO and
Supplier including, but not limited to, forecasts, production schedules and any
other information mutually desired by the parties.

          (G) Bar Coding. Supplier and LESCO shall cooperate in good faith to
establish and thereafter utilize, as soon as is reasonably practicable and cost
effective, a Product bar-coding system mutually acceptable to the parties.

     4. PRODUCT PRICING.

          (A) Product Pricing. For each Product purchased by LESCO from Supplier
hereunder (including pursuant to Section 5(b) and 5(c)), LESCO shall pay to
Supplier Supplier's cost, as


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determined in accordance with Attachments D and E to this Agreement, to provide
such Product to or on behalf of LESCO ("Standard Cost") plus (without
duplication of any costs included in Standard Costs) Last Leg Transportation
Costs (as provided in Attachment D). At all times during the Contract Term,
Supplier shall use all commercially reasonable efforts to minimize the costs
payable by LESCO hereunder.

          (b) Competitive Pricing. Any other provision hereof to the contrary
notwithstanding, Supplier covenants and guarantees that it will not offer or
sell products to any of its direct or indirect customers (that are buying
products similar to the Products at quantity levels similar to or less than
LESCO's levels) at a purchase price (after taking into account all discounts,
allowances, incentives, rebates or other concessions, no matter the type or
form) that yields to Supplier a profit margin less than the profit margin earned
by Supplier from the sale to LESCO hereunder of the same or substantially
similar products.

     5. PRODUCT DELIVERY AND ACCEPTANCE; PRODUCT RETURNS; MANDATORY ACCEPTANCES.

          (A) Delivery and Acceptance; Returns. Supplier shall deliver
Conforming Goods to LESCO or its Customers at such locations (and quantities per
location) as are specified in a Conforming PO. If Supplier fails to do so,
Supplier shall pay to LESCO the Minor Make-Whole Payments and the Major
Make-Whole Payments on the terms and subject to the conditions set forth in
Attachment B to this Agreement (for avoidance of doubt, Minor Make-Whole
Payments and the Major Make-Whole Payments are designed to reasonably compensate
LESCO for Supplier's failure to perform in accordance with its obligations under
this Agreement and shall be construed as liquidated damages and not as
penalties). Except as otherwise provided in this Section 5(a) or Section 12
hereof, any return of Product must be approved in advance by Supplier, and must
be accompanied by a return authorization from Supplier. LESCO shall notify
Supplier of any obvious defects in the Products or packaging therefor that are
apparent from visual inspection thereof within five (5) Business Days of the
date of delivery to a LESCO Store. LESCO shall notify Supplier of any alleged
defects in the Products or packaging therefor within six (6) months of LESCO's
(or, if direct-shipped by Supplier to a Customer, such Customer's) receipt
thereof. LESCO shall endeavor to return to Supplier at least one (1) unopened
bag of any allegedly non-conforming Product so that it may undergo appropriate
testing. LESCO reserves the right to refuse and/or to return to Supplier any
non-Conforming Goods (or Conforming Goods delivered) in excess of the
quantities, or delivered significantly before or after the times, specified in
the applicable Conforming PO.

          (B) Forced Sale and Delivery of Seasonal Products (excluding the
seasonal allocation of Non-Seasonal Products) and Certain Other Products. At any
time during the 13th to 18th days of the last month of any Season, Supplier
shall have the right, by giving notice to LESCO during such period, to sell to
LESCO any Product consisting of Inventory included within the Purchased Assets
and any Seasonal Product (but not including any seasonal allocation of
Non-Seasonal Products) produced, sourced or manufactured for LESCO or a LESCO
Customer pursuant to a Seasonal PO relating to the Season in which such notice
is given. LESCO shall be obligated to purchase such Product within three (3)
Business Days of receipt of such notice. Such notice shall contain the Product
and volume that Supplier will sell to LESCO (and that LESCO will purchase from
Supplier) pursuant to this Section 5(b). Within two (2) Business Days after
LESCO's


                                      -10-

<PAGE>

receipt of such notice, LESCO shall advise Supplier of the location to which
such Product will be delivered. Absent such agreement, Supplier will use its
reasonable judgment in delivering such Product to the most cost-effective
Stores.

          (C) Forced Sale of Fertilizer and Certain Other Products and Forced
Non-Seasonal Products PO. If, at any time, Supplier determines that it is
carrying an amount of Non-Seasonal Product (based on SKU), or an amount of the
Seasonal Product "Fertilizer" (based on SKU), or any Product consisting of
Inventory included within the Purchased Assets (based on SKU), that was produced
or sourced for LESCO pursuant to a Non-Seasonal Purchase Forecast (or, in the
case of such Fertilizer, a Seasonal PO) but is then greater than LESCO's
forecasted demand for the next six (6) months (per the most recent Non-Seasonal
Purchase Forecast or Seasonal Purchase Forecast), or if Supplier has not
received a Non-Seasonal Replen PO in six (6) months for a particular
Non-Seasonal Product SKU that was produced or sourced for LESCO pursuant to a
Non-Seasonal Purchase Forecast, then Supplier has the right to cease further
production of such Product and, on five (5) Business Days notice, sell to LESCO
(and LESCO shall purchase from Supplier) in accordance with Section 4 hereof all
such Product in excess of such six months forecasted demand.

     6. INVOICING AND PAYMENT.

          (A) Payment of Standard Cost and Margin.

               (i) Payment of Standard Costs and Last Leg Transportation Costs.
Supplier will deliver to LESCO an invoice identifying the types, quantities and
applicable Standard Costs, by SKU, as well as Last Leg Transportation Costs at
each time that Products are shipped from Supplier's manufacturing plant or
Supplier's distribution center (whichever is the last point in Supplier's
shipment) to a Store, to a Customer or to such other delivery location (other
than a Supplier distribution center) as is specified in a Seasonal PO or
Non-Seasonal Replen PO, FOB such manufacturing plant or distribution center,
with freight paid. All payments for Standard Costs are due:

<TABLE>
<CAPTION>
For Products Shipped Within the Period:      Payment Terms
---------------------------------------      -------------
<S>                                          <C>      
To and including December 31, 2006           Within 45 days

From January 1, 2007 to December 31, 2007    Within 42 days

From January 1, 2008 to December 31, 2008    Within 39 days

From January 1, 2009 to December 31, 2009    Within 36 days

From January 1, 2010 to December 31, 2010    Within 33 days

From and after January 1, 2011               Within 30 days
</TABLE>


                                      -11-

<PAGE>



in each case after date of shipment of the Product to a Store, to a Customer or
to such other delivery location as is specified in the applicable LESCO Purchase
Order. If LESCO fails to pay the invoiced cost (i.e. Standard Cost plus Last Leg
Transportation Cost) when due, it shall pay Supplier simple interest, accrued
daily, on the overdue amount at the rate of 1.5% per month accrued daily.

               (ii) Payment of Margin on A/R. Supplier will calculate Margin on
A/R pursuant to Attachment F to this Agreement. If the annual aggregate Margin
on A/R for such calendar year (which shall be prorated for the period from the
Contract Date through December 31, 2005, and for any other period that is less
than 12 months) is less than {REDACTED}, LESCO shall pay to Supplier the amount
of such shortfall. If LESCO fails to pay such shortfall Margin on A/R to
Supplier when due for such year, it shall pay Supplier simple interest on the
overdue amount at the rate of {REDACTED}% per month, accrued daily.

               (iii) Payment of Margin on Maintenance Capital. Supplier will
calculate the Margin on Maintenance Capital pursuant to Attachment F to this
Agreement. For such calculation, the annual Maintenance Capital shall not be
more than ${REDACTED} (provided that any amount thereof unused in any one year
may be carried over to one (1) succeeding year and provided that Supplier may
use 2007's allocation of ${REDACTED} in whole or in part in 2006). If LESCO
fails to pay the Margin on Maintenance Capital to Supplier when due, it shall
pay Supplier simple interest on the overdue amount at the rate of {REDACTED}%
per month, accrued daily.

               (iv) Cost Savings; Cost Cap. Section 1 of Attachment E hereof
sets forth the mechanics and methodologies for determining and allocating
savings that will, if realized, be shared by the parties as provided therein.
Section 2 of Attachment E hereof sets forth the mechanics and methodologies for
establishing the maximum aggregate annual costs that may be charged to LESCO.

               (v) Vendor Rebates. By December 15 of each year, Supplier will
provide LESCO with a reasonable estimate of anticipated third party vendor or
supplier rebates, refunds or similar payments for the immediately succeeding
year. In accordance with CAS, Supplier's Standard Cost shall be net of such
estimated rebates, refunds or payments. On the 15th of each month of such
succeeding year, LESCO shall pay Supplier 1/12th of such estimated annual
rebates. LESCO shall pay simple interest at the rate of {REDACTED}% per month,
accrued daily, in the event it fails to pay on such date. Subject to Section
6(d) hereof, within 15 days of Supplier's receipt of any such vendor or supplier
rebates, refunds or similar payments (to the extent such rebates, refunds or
payments have been netted from Standard Cost), it shall pay such amounts to
LESCO. Any amounts that remain unpaid by Supplier when due under this subsection
shall accrue simple interest at the rate of {REDACTED}% per month, accrued
daily. To the extent that actual vendor or supplier rebates, refunds or similar
payments are greater or less than the amount netted from Standard Costs, such
amounts shall be trued-up at the end of each year in connection with the true-up
of actual costs relative to Standard Costs as provided in Attachment D.


                                      -12-

<PAGE>

          (b) Audit Rights. LESCO shall have the right to audit Supplier's books
and records annually to ensure compliance with this Agreement by Supplier in its
calculation of the Margin, Cost Savings (as defined on Schedule 1 of such
Attachment E) and Cost Cap (as defined on Schedule 1 of such Attachment E).
LESCO shall have until the end of the third (3rd) full month following receipt
of Schedule 1-A from Supplier (as provided in Attachment E) to complete any
audit of Supplier's books and records. If at any time it is determined that
Supplier has overcharged LESCO, Supplier immediately shall pay to LESCO (A) the
amount of such overcharge plus the Margin improperly paid by LESCO to Supplier
on account of such overcharge plus (B) simple interest thereon equal to
{REDACTED}% per month beginning on the date LESCO has paid the Margin, the Cost
Savings Amount (as defined on Schedule 1 of such Attachment E) or costs in
excess of the Cost Cap, as applicable, for the applicable period plus (C)
LESCO's costs and expenses incurred in conducting such an audit.

          (c) Sales Tax Exemptions. LESCO shall provide Supplier with
appropriate sales tax exemption and/or resale exemption certificates. If LESCO
fails to provide any such certificates, then Supplier shall add applicable sales
tax(es) to the invoices described in Section 6(a)(i) hereof, and the Historical
Metric shall be adjusted upward under Schedule E to reflect such sales tax.

          (d) Financial Standards.

     i. LESCO shall:

          A. During the period commencing with the Contract Date to and
including December 31, 2007, distribute to its shareholders (whether in the form
of dividends or distributions or through the repurchase of its shares, in each
case whether for cash or other property) no more than an aggregate of
Twenty-Five Million Dollars ($25,000,000);

           B. During the period commencing with the Contract Date to and
including December 31, 2007, make no more than Two Million Dollars ($2,000,000)
per annum of Capital Expenditures for capital needs other than to finance new
Stores or the remodeling of existing Stores;

          C. During the period commencing with the Contract Date to and
including December 31, 2007, maintain minimum EBITDA, calculated on a trailing
twelve-month basis as of the end of each fiscal month, as follows: an amount
equal to the sum of x) 1) $6,000,000 to and including June 30, 2006, and 2)
$12,000,000 from July 1, 2006 to and including December 31, 2007 plus y) the
amount by which Capital Expenditures for the given period exceed $3,000,000;

          D. During the period commencing on January 1, 2008 and continuing
through the Contract Term, maintain a Fixed Charge Coverage Ratio of at least
1.0 to 1.0, determined on a trailing twelve-month basis as of the end of each
fiscal month;

          E. During the Contract Term, maintain a Senior Debt Ratio not to
exceed the applicable ratio set forth in the following table:


                                      -13-

<PAGE>
<TABLE>
<CAPTION>
                                          Maximum
Determination Date                    Senior Debt Ratio
------------------                    -----------------
<S>                                   <C>
At all times from (i) the Contract       0.60 to 1.00
Date to and including
June 30, 2006 and (ii) January 1
of each subsequent Contract Year
to and including June 30 of each
subsequent Contract Year

Commencing July 1, 2006, at all          0.40 to 1.00
times from July 1 of each Contract
Year to and including December 31
of each Contract Year
</TABLE>

In addition, aggregate Senior Debt shall not exceed $30,000,000 at any time
following the Contract Date to and including June 30, 2006.

          F. During the Contract Term, maintain Tangible Net Worth equal to, or
greater than $20,000,000 though and including June 30, 2006 (and $25,000,000
thereafter) less,

               i) to and including June 30, 2006, the amount of dividends,
distributions, or stock buybacks in excess of $10,000,000 incurred between the
Contract Date and the date of calculation, or

               ii) from July 1, 2006 to and including December 31, 2006, the
amount of dividends, distributions, or stock buybacks in excess of $17,500,000
incurred between the Contract Date and the date of calculation; and

          G. Have issued to Supplier under LESCO's senior credit facility a
stand-by letter of credit in the original face amount of Ten Million Dollars
($10,000,000) (the "L/C"), the costs of issuance of which, up to 125 basis
points of the face amount, are to be paid, and recognized as interest expense,
by Supplier with the remainder, if any, to be paid by LESCO.

     ii. If LESCO fails to maintain any of the financial standards set forth in
Section 6(d)(i), then effective immediately upon such failure (but not before):

          A. Supplier shall be permitted to reduce the then-effective payment
terms (as specified in Section 6(a) hereof) by up to one-half, in Supplier's
sole discretion, rounding down to the next whole number (e.g., if the payment
terms are then 45 days, the revised payment terms would be 22 days); provided,
however, that:

               1. No more than once in any twelve month period, such payment
terms shall be modified as specified in this sub-section at such time as the
failure under section 6(d)(ii) is cured within 5 days (and, if the L/C is drawn,
it is replaced to the full amount at no cost to Supplier), as determined on a
pro forma basis (excluding any funded Senior Debt incurred in order to fund any
payment required by Section 6(d)(ii)(B) hereof ("New Senior Debt"), and there
are then no other failures under Section 6(d)(ii). Payment terms shall increase
(rounding up to the next whole number) on a basis directly proportionate with
LESCO's ability to maintain the retirement of the New Senior Debt, as determined
by Supplier in good faith, to the extent that such retirement is not funded by
additional Senior


                                      -14-

<PAGE>

Debt (but not in excess of the applicable level that would otherwise be
applicable pursuant to Section 6(a) hereof);

               2. Such reduced payment terms immediately shall revert to the
original levels that would apply had such failure not occurred, if and when
LESCO is in compliance with the standards set forth in Section 6(d)(i) hereof at
all times for two (2) consecutive months (and, if the L/C is drawn, it is
replaced to the full amount at no cost to Supplier).

          B. If Supplier so reduces the then-effective payment terms, then LESCO
shall make a payment to Supplier equal to the dollar amount of the accounts
payable from LESCO to Supplier that become past due on account of such
reduction. Such payment shall be funded:

               1. First, by a set-off against the vendor rebate amount payable
by Supplier to LESCO pursuant to Section 6(a)(v) hereof, so long as Supplier is
legally entitled to collection of such vendor rebate (subject to the no offset
letter attached to the Purchase Agreement as Exhibit E);

               2. Second, by a payment in immediately available funds, whether
from cash on hand, a draw upon LESCO's senior secured credit facility or
otherwise; and

               3. Third, by a draw against the L/C.

     iii. Supplier is hereby granted a second priority security interest in all
of LESCO's money, accounts, deposit accounts, inventory, equipment, goods,
fixtures, investment property, documents, instruments, chattel paper, commercial
tort claims, letters of credit, letter-of-credit rights, general intangibles,
and supporting obligations, each as defined in the Uniform Commercial Code,
intellectual property (and proceeds of each of the foregoing) (collectively, the
"Collateral"), subject to the express condition subsequent that Supplier and
LESCO's senior secured lender, PNC Bank, National Association, negotiate and
enter into an intercreditor agreement that provides that Supplier may not take
any enforcement action(s) against the Collateral with regard to such security
interest (other than the filing of appropriate financing statements) unless and
until all of LESCO's Senior Debt has been indefeasibly repaid in full, but that
Supplier may accept and retain all payments required under this Agreement.
Supplier is hereby authorized to file all financing statements necessary or
appropriate to perfect the foregoing security interest. NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO SUPPLIER
PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE
SUPPLIER HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT,
DATED AS OF ___________, 2005 (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED
FROM TIME TO TIME, THE "INTERCREDITOR AGREEMENT"), AMONG SUPPLIER, LESCO, THE
OTHER BORROWERS (AS DEFINED THEREIN) PARTY THERETO, AND PNC BANK, NATIONAL
ASSOCIATION AS CREDIT AGENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF
THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR
AGREEMENT SHALL GOVERN.

     iv. During the Contract Term, at no time will Supplier and LESCO permit the
aggregate amount of trade payables owing from LESCO to Supplier pursuant to this
Agreement to exceed Fifty Million Dollars ($50,000,000) (or such other amount as
Supplier and LESCO may otherwise mutually agree in writing) (or such lower
amount that results from payment terms being reduced in accordance with Section
6(d)(ii)(A) hereof).

     v. For purposes of this Section 6(d):


                                      -15-

<PAGE>

          A. "Capital Expenditures" means, without duplication, any expenditure
for any purchase or other acquisition of any asset, including by way of stock
purchase, merger or other reorganization, which would be classified as a fixed
or capital asset on a consolidated balance sheet of LESCO and its subsidiaries
prepared in accordance with GAAP.

          B. "EBITDA" means Net Income plus, to the extent deducted from
revenues in determining Net Income, without duplication (1) Interest Expense,
(2) expense for taxes paid or accrued net of tax refunds, (3) depreciation, (4)
amortization and other non-cash charges (other than non-cash losses (as
determined in accordance with GAAP) incurred in the ordinary course of
business), (5) non-cash losses (as determined in accordance with GAAP) incurred
other than in the ordinary course of business and (6) one-time transaction costs
incurred in accordance with the consummation of the transactions contemplated by
this Agreement and the Purchase Agreement up to $6,000,000, minus, to the extent
included in Net Income, gains (as determined in accordance with GAAP) realized
other than in the ordinary course of business, all calculated for LESCO and its
subsidiaries on a consolidated basis.

          C. "Fixed Charge Coverage Ratio" means the ratio of (1) EBITDA to (2)
Fixed Charges, all calculated for LESCO and its subsidiaries on a consolidated
basis in accordance with GAAP.

          D. "Fixed Charges" means, with reference to any period, without
duplication, cash Interest Expense, plus income taxes paid in cash during such
period, plus Capital Expenditures made during such period, plus dividends,
distributions and stock repurchases, in each case whether funded in cash or
other property.

          E. "Interest Expense" means, with reference to any period, the
interest expense (including that attributable to capital lease obligations) of
LESCO and its subsidiaries for such period with respect to all outstanding
monetary indebtedness of LESCO and its subsidiaries, calculated on a
consolidated basis for LESCO and its subsidia