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<DESCRIPTION>ASSET PURCHASE AGREEMENT

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                            ASSET PURCHASE AGREEMENT



               THIS ASSET PURCHASE AGREEMENT (the "Agreement") entered into as

of the 5th day of June, 2000 between JUST-RITE SUPPLY, INC.,a Florida

corporation, IMPERIAL INDUSTRIES, INC., a Delaware corporation, A & R SUPPLY OF

MISSISSIPPI, INC., a Mississippi corporation, A & R SUPPLY OF HATTIESBURG, INC.,

a Mississippi corporation, DENNIS L. ROBERTSON, SR., RONALD A. JOHNSON and

RICHARD WILLIAMSON.



                                 R E C I T A L S

                                 ---------------



               A. The Companies are distributors of building materials for sale

to building materials dealers and others located primarily in Mississippi;



               B. Buyer desires to purchase certain of the Companies' assets and

the Companies desire to sell such assets, upon the terms and subject to the

conditions set forth herein.



               C. Shareholders, in the aggregate own 100% of the outstanding

capital stock of the Companies, and will receive a direct benefit from the

consummation of the transactions contemplated herein;



               D. Shareholders and the Companies desire to make certain

representations, warranties and agreements in connection with this Agreement and

also to prescribe various conditions to the Agreement.



               NOW, THEREFORE, in consideration of the premises and the mutual

benefits to be derived therefrom and of the respective mutual covenants and

agreements hereinafter set forth and such other good and valuable consideration,

the adequacy and receipt of which is hereby acknowledged, the parties hereto do

hereby agree as follows:



                             ARTICLE I - DEFINITIONS

                             -----------------------



               All capitalized terms used in this Agreement are used as defined

in this Article I or elsewhere in this Agreement.



               1.1 Affiliate - shall mean with respect to any party to this

Agreement, any entity or individual directly or indirectly controlling or

controlled by or under the direct or indirect common control with such party.

For purposes of this Agreement "control" means the power to direct the

management and policies of such entity or individual, directly or indirectly,

whether through ownership of voting securities or otherwise.



               1.2 Acquired Assets - shall have the meaning set forth in Section

2.1.



               1.3 Assumed Liabilities - shall have the meaning set forth in

Section 2.5 herein.



               1.4 Buyer - shall mean JUST-RITE SUPPLY, INC.,a Florida

corporation.



               1.5 Code - shall mean the Internal Revenue Code of 1986, as

amended and the rules and regulations promulgated thereunder.



               1.6 Closing Date - shall mean June ___, 2000, or such other date

as may be agreed upon in writing by all parties hereto.



               1.7 Collateral Agreements - shall mean and include any and all

agreements, instruments, certificates or documents required or expressly

provided for in this Agreement to be executed and delivered in connection with

the transaction contemplated by this Agreement.



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               1.8 Companies - shall mean A & R SUPPLY OF MISSISSIPPI, INC., a

Mississippi corporation and A & R SUPPLY OF HATTIESBURG, INC., a Mississippi

corporation.



               1.9 Contracts - shall mean and include any and all contracts,

agreements, understandings, arrangements, leases, licenses, registrations,

authorizations, easements, servitudes, rights of way, mortgages, bonds, notes,

guaranties, liens, indebtedness, approvals, or other instruments or undertaking

to which such person is a party or to which or by which such person or the

property of such person is subject or bound.



               1.10 Damages - shall mean any and all damages, liabilities,

obligations, penalties, fines, judgments, claims, deficiencies, losses, costs,

expenses and assessments, including all attorneys' fees and costs, and interest

accruing on such Damages.



               1.11 Disclosure Schedule - - shall mean the Disclosure Schedule

prepared by Shareholders and the Companies in accordance with the provisions of

this Agreement.



               1.12 Effective Date - shall mean May 1, 2000.



               1.13 Environmental Claim - shall mean any investigation, notice,

violation, demand, allegation, action, suit, injunction, judgment, order,

consent, decree, penalty, fine, lien, proceeding, or claim (whether

administrative, judicial or private in nature) arising (a) pursuant to, or in

connection with, an actual or alleged violation of any Environmental Law, (b) in

connection with any Hazardous Material, or actual or alleged Hazardous Material

Activity, (c) from any abatement, removal, remedial, corrective or other

response action in connection with a Hazardous Material, Environmental law or

other order of a Governmental Authority, or (d) from any actual or alleged

damage, injury, threat or harm to health, safety, natural resources or the

environment.



               1.14 Environmental Law - shall mean any current or future legal

requirement pertaining to (a) the protection of health, safety and the indoor or

outdoor environment, (b) the conservation, management or use of natural

resources and wildlife, (c) the protection or use of surface water and

groundwater, (d) the management, manufacture, possession, presence, use,

generation, transportation, treatment, storage, disposal, Release, threatened

Release, abatement, removal, remediation or handling of, or exposure to, any

Hazardous Material, (e) the management, treatment, disposal or handling of

Hazardous Waste, or (f) pollution (including any Release to air, land, surface

water, and groundwater), and includes, without limitation, the Comprehensive

Environmental Response, Compensation and Liability Act of 1980, as amended by

the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. Section

9601, et seq., Solid Waste Disposal Act of 1976 and Hazardous and Solid Waste

Amendments of 1984, 42 U.S.C. Section 6901, et seq., Federal Water Pollution

Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. Section 1251,

et seq., Clean Air Act of 1966, as amended, 42 U.S.C. Section 7401, et seq.,

Toxic Substance Control Act of 1976, 15 U.S.C. Section 2601, et seq., Hazardous

material Transportation Act, 49 U.S.C. App. Section 1801, et seq., Occupational

Safety and Health Act of 1970, as amended, 29 U.S.C. Section 651, et seq., Oil

Pollution act of 1990, 33 U.S.C. Section 2701, et seq., Emergency Planning and

Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001, et seq., National

Environmental Policy Act of 1969, 42 U.S.C. Section 4321, et seq., Safe Drinking

Water Act of 1974, as amended, 42 U.S.C. Section 300(f), et seq., any similar,

implementation or successor law, and any amendment, rule, regulation, order or

directive issued thereunder.



               1.15 ERISA - shall mean the Federal Employment Retirement Income

Security Act of 1974, as amended.





                                      - 2 -



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               1.16 Excluded Assets - shall have the meaning set forth in

Section 2.4.



               1.17 Financial Statements - shall mean the Companies' unaudited

consolidated Financial Statements consisting of balance sheets as of March 31,

2000 and 1999 and statements of income, cash flow and stockholders' equity for

the year ended March 31, 2000 and 1999 and the notes to the financial statements

thereto, all as attached to the Disclosure Schedule.



               1.18 GAAP - shall mean generally accepted accounting principles,

consistently applied for financial statements prepared in the United States, as

recognized by the American Institute of Certified Public Accountants and the

Financial Accounting Standards Board, consistently applied and maintained on a

consistent basis throughout the periods indicated.



               1.19 Governmental Authority - shall mean and include any nation,

country (including, but not limited to the United States of America)

commonwealth, state, territory or possession thereof and any political

subdivision of any of the foregoing, including, but not limited to courts,

departments, commissions, boards, bureaus, agencies, ministries or other

instrumentalities.



               1.20 Hazardous Material - shall mean any substance, chemical,

compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant,

or material which is hazardous or toxic, and includes, without limitation, (a)

asbestos, polychlorinated biphyenls and petroleum (including crude oil or any

fraction thereof) and (b) any such material classified or regulated as

"hazardous" or "toxic" pursuant to the Comprehensive Environmental Response,

Compensation and Liability Act of 1980, as amended by the Superfund amendments

and Reauthorization Act of 1986, 42 U.S.C. Section 9601, et seq., Solid Waste

Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976

and Hazardous an Solid Waste Amendments of 1984, 42 U.S.C. Section 6901, et

seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of

1977, 33 U.S.C. Section 1251, et seq., Clean Air Act of 1966, as amended, 42

U.S.C. Section 7401, et seq., Toxic substances Control Act of 1976, 15 U.S.C.

Section 2601, et seq., or Hazardous Materials Transportation Act, 49 U.S.C. App.

Section 1801, et seq.



               1.21 Hazardous Material Activity - shall mean any activity, event

or occurrence involving a Hazardous Material, including, without limitation, the

manufacture, possession, presence, use, generation, transportation, treatment,

storage, disposal, Release, threatened Release, abatement, removal, remediation,

handling of or corrective or response action to any Hazardous Material.



               1.22 Imperial - shall mean IMPERIAL INDUSTRIES, INC., a Delaware

corporation.



               1.23 Imperial Common Stock - shall mean the Common Stock, $.01

par value of Imperial as described in Imperial's Certificate of Incorporation,

as presently amended.



               1.24 Intangible Rights - shall mean and include any and all

information, trade secrets, patents, copyrights, trademarks, trade names and

other intangible properties that are necessary or customarily used by the

Companies in the operation of its Business.



               1.25 Material Adverse Effect - shall mean an effect (or

circumstance involving a prospective effect) on the business, operations,

assets, liabilities, results of operations, cash flows, conditions (financial or

otherwise) or prospects of the Companies which is materially adverse to the

Business.





                                      - 3 -



<PAGE>



               1.26 Ordinary Course of Business - shall mean the conduct and

operation of the business of the Companies only in the manner in which it

conducted and operated such Business during the twelve months ended March 31,

2000, following its usual and ordinary accounting practices, making ordinary

accruals, incurring ordinary liabilities and expenditures, and making ordinary

commitments for merchandise, insurance, rentals, and other ordinary Business

purposes as reflected in the Financial Statements.



               1.27 Permits - shall mean and include any and all permits,

certificates of need, licenses, agencies, orders or contracts granted by any

Governmental Authority necessary or used in the operation of the Business as

presently conducted.



               1.28 Purchase Price - shall mean the consideration paid by Buyer

for the Acquired Assets as specifically set forth in Section 3.1 herein.



               1.29 Release - shall mean any spilling, leaking, pumping,

pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping

or disposing into the indoor or outdoor environment, including, without

limitation, the abandonment or discarding of barrels, drums, containers, tanks

and other receptacles containing or previously containing any Hazardous

Material.



               1.30 Shareholders - shall mean DENNIS L. ROBERTSON, SR., RONALD

A. JOHNSON and RICHARD WILLIAMSON.



               1.31 Tax or Taxes - shall mean any federal, state, local or

foreign, income, gross receipt, license, payroll, employment, excise,

communications, severance, stamp, occupation, premium, windfall profits,

environmental, customs, duties, capital stock, franchise profits, withholding,

social security, unemployment, disability, real property, personal property,

sales, use, transaction, transfer, registration, value added, alternative,

estimated or other tax of any kind whatsoever, including any interest, penalty

or addition thereto.



                    ARTICLE II - SALE AND PURCHASE OF ASSETS

                    ----------------------------------------



               2.1 Sale and Purchase of Assets - On the terms and subject to the

conditions of this Agreement, on the Closing Date the Companies shall sell,

convey, assign, transfer, and deliver to Buyer, and Buyer shall purchase,

acquire, and accept delivery of, the following assets and properties owned by

the Companies as of the Closing Date and used by the Companies in its Business:



                       (a) All inventories and other materials, including all

inventory in transit or on order and not yet delivered;



                       (b) All supplies, equipment, vehicles, machinery,

furniture, fixtures, leasehold improvements and other tangible personal property

used by the Companies in the Business, together with any leasehold interest in

such personal property;



                       (c) All proprietary knowledge, trade secrets, customer

lists, referral lists, contracts, technical information, quality control data,

processes (whether secret or not), methods and other similar know how or rights

used in the conduct of the Business;



                       (d) The Business as a going concern, together with its

franchises, permits, insurance policies, interest in real property leases,

licenses, telephone numbers, customer lists, vendor lists, contracts,



advertising material and data, restrictive covenants and similar obligations



                                      - 4 -



<PAGE>



owing to the Companies concerning the Business, together with all books,

computer software, files, papers, records, and other data relating to the

Business;



                       (e) All other tangible and intangible property used by

the Business not included in the Excluded Assets.



The aforesaid assets and properties to be transferred to Buyer hereunder are

hereinafter collectively referred to as the "Acquired Assets."



               2.2 Method of Conveyance - The sale, transfer, conveyance,

assignment, and delivery by the Companies of the Acquired Assets to the Buyer in

accordance with Section 2.1 hereof shall be through the delivery of a duly

executed Bill of Sale in form and substance satisfactory to the Buyer conveying

title to the personal property included in the Acquired Assets, as well as

various assignments of leases, contracts and other matters.



               2.3 No Liens - The Companies shall transfer good and marketable

title to the Acquired Assets to Buyer free and clear of all liens, charges,

claims, security interests, adverse interests, and encumbrances of any kind

whatsoever owed to, owed by, accrued to, or in favor of any person or party

whatsoever, except such liens or encumbrances associated with the Assumed

Liabilities.



               2.4 Excluded Assets - Notwithstanding anything in this Agreement

to the contrary, the following assets shall not be included within the

definition of Acquired Assets (collectively, the "Excluded Assets"):



                       (a) Minute books and similar corporate records relating

to the existence, structure or equity ownership of the Companies;



                       (b) Shares of capital stock in the Companies;



                       (c) the Companies' accounts receivables;



                       (d) Any and all rights of the Companies created in this

Agreement;



                       (e) All claims, refunds, rights of recovery, rights of

setoff and rights of recoupment, of any kind with respect to (i) Taxes incurred

prior the Closing Date, and (ii) insurance proceeds with respect to Excluded

Assets; and



                       (f) all rights to receive mail and other communications

addressed to the Companies relating to any of the Excluded Assets or Excluded

Liabilities.



               2.5 Assumed Liabilities - On and subject to the terms and

conditions of this Agreement, Buyer shall assume the following liabilities of

the Companies: various notes and other obligations secured by the Companies'

equipment and vehicles in the approximate principal balance of $345,000, all of

which are identified on the Disclosure Schedule. In the event the Assumed

Liabilities are greater or less than $345,000 such amount shall be adjusted

against the cash portion of the Purchase Price



               2.6 Retained Liabilities - Notwithstanding anything herein to the

contrary in this Agreement, Buyer shall not assume or be liable for any

liabilities of the Company other than the Assumed Liabilities including the

following (collectively, the "Retained Liabilities") liabilities of the Business

including: (a) the Companies' payroll expenses; (b) the Companies' indebtedness

for



                                      - 5 -



<PAGE>



borrowed money (other than the Assumed Liabilities); (c) any liability of the

Companies for Taxes; (d) any liability of the Companies in connection with any

employee benefit plan or program including, without limitation, any liability of

the Companies under ERISA; (e) any claims by the Companies employees arising out

of their employment with the Companies or otherwise; (f) any liability of the

Companies under any Federal, state or local law, rule, regulation, ordinance,

program or permit relating to health, safety, Hazardous Waste and other

Environmental Matters; (g) any breach of warranty, product liabilities or other

claims pertaining to any products sold, manufactured or otherwise performed or

services rendered prior to the Closing Date, (h) any claims by any Governmental

Authority; (i) any of the Companies' or Shareholders' liabilities under this

Agreement or any Collateral Agreements; or (i) any liability for services

provided by the Companies under any Contract or otherwise, arising prior to the

Closing Date. The Companies and Shareholders agree to satisfy and discharge, as

the same shall become due, all Retained Liabilities.





               ARTICLE III - PURCHASE PRICE AND METHOD OF PAYMENT

               --------------------------------------------------



               3.1 Purchase Price - As consideration for the Acquired Assets

purchased by the Buyer, and subject to compliance by the Companies and

Shareholders with their warranties and undertakings contained in this Agreement

and any adjustment which may otherwise be required pursuant to the terms of this

Agreement, Buyer shall pay the purchase price of $1,814,000, subject to

adjustment, as set forth below (the "Purchase Price"):



                       (a) Imperial Common Stock - Imperial shall cause to be

issued an aggregate of 400,000 shares of unregistered and previously unissued

Imperial Common Stock, all on the terms and the conditions described below as

follows:



                                (i) 350,000 shares of Imperial Common Stock to A

& R Supply of Mississippi, Inc.; and



                                (ii) 50,000 shares of Imperial Common Stock to A

& R Supply of Hattiesburg, Inc.



                       (b) Promissory Notes. - issue "Promissory Note" to A & R

Supply of Mississippi, Inc. - an unsecured promissory note in the principal

balance of $600,000.00 bearing interest at the rate of eight (8%) percent per

annum, payable Principal and interest monthly in thirty- six (36) equal

installments of principal and interest with the first payment due one hundred

twenty (120) days following the Closing and equal payments on the same day of

each month thereafter. Accrued interest from the Closing Date through the date

of the first payment shall be paid on the date of the first payment of principal

and interest. The Promissory Note would be in substantially in the form attached

to the Disclosure Schedule. Buyer would have the right to prepay the principal

on the Promissory Note, in full or in part at any time without penalty.



                       (c) Assumed Liabilities - an aggregate of $345,000 as

provided in Section 2.5 herein, with any increase or decrease of such Assumed

Liabilities adjusted against the cash portion of the Purchase Price payable in

accordance with Section 3.1(d) herein.



                       (d) Cash - the balance of the Purchase Price shall be

paid in cash with fifty (50%) percent of such amount to be paid on the Closing

Date and the balance payable at the end of thirty (30) days following the

Closing Date. The cash portion of the Purchase Price shall be payable to A & R

Supply of Mississippi, Inc. minus $150,000.00 payable to A & R Supply of

Hattiesburg, Inc. The proceeds payable to A & R Supply of Hattiesburg, Inc.

shall be part of the portion payable at closing.



                                      - 6 -



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               3.2 Adjustments to Purchase Price The cash portion of the

Purchase Price shall be adjusted in accordance with the provisions contained

herein.



                       (a) In the event that the Assumed Liabilities exceed

$345,000 as of the Effective Date, the difference between the Assumed

Liabilities and $345,000 shall be deducted from the Purchase Price and shall

reduce the cash portion.



                       (b) The Purchase Price shall be further adjusted based

upon the value of the inventory of the Companies being acquired. Buyer and the

Companies shall conduct a physical inventory immediately prior to the Effective

Date. The inventory shall be valued at the lesser of cost or market. To the

extent that the value of the good and saleable inventory as of the Effective

Date is less than $689,000, the difference shall be deducted from the Purchase

Price and shall reduce the cash portion. In the event that the value of the good

and saleable inventory is greater than $689,000, the Purchase Price shall be

increased by the excess and shall be paid to the Companies in cash in the same

proration as set forth above in Section 3.1(d). The parties agree that any

inventory that is not judged to be good and salable or obsolete by the Buyer in

its reasonable judgement, shall not be sold to the Buyer and will not be

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